TCR_Public/110222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 22, 2011, Vol. 15, No. 52

                            Headlines

A BRIGHTER FUTURE: Case Summary & 9 Largest Unsecured Creditors
ACTION ENERGY: Fin'l Support & Forbearance Accord With Cavalon
AEROFLEX INC: S&P Raises Corporate Credit Rating to 'B+'
AHERN RENTALS: Missed Payment Won't Affect Moody's 'Caa2' Rating
AIRGAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1'

AIRTRAN HOLDINGS: Donald Smith Discloses 8.97% Equity Stake
AIRTRAN HOLDINGS: Whitebox, et al., Hold 3.1% Equity Stake
AMERICAN AXLE: Barrow Hanley Discloses 6.35% Equity Stake
AMERICAN AXLE: TIAA-CREF Discloses 5.18% Equity Stake
AMR CORP: Capital Research Discloses 9.4% Equity Stake

ARROW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
ARVINMERITOR INC: Moody's Raises Corporate Family Rating to 'B2'
BEALE STREET BLUES: B.B. King Las Vegas Club Sent to Ch. 11
BEAZER HOMES: Deutsche Bank, et al., Disclose 5.56% Equity Stake
BEAZER HOMES: Dimensional Fund Discloses 6.39% Equity Stake

BENDER SHIPBUILDING: No Admin. Expense Status for Emeric Claim
BERNARD L MADOFF: Picard Lacks Standing to Sue, Says Unicredit
BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for Assets
BORDERS GROUP: Bankruptcy Filing Constitutes Event of Default
BORDERS GROUP: Bankruptcy May Thwart Ackman's Merger Plans

BORDERS GROUP: Mall Owners Seek to Appear in Bankruptcy Case
BORDERS GROUP: Receives Notice of Stock Delisting From NYSE
BORDERS GROUP: E-books Not to Blame, Says Simba Analyst
BRIDGEVIEW AEROSOL: Has Access to Wells Fargo's Cash Until March 3
BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating

BULK PETROLEUM: Suit v. Mt. Everest Goes to Trial in Dist. Court
CABLEVISION SYSTEMS: ClearBridge Discloses 8.63% Equity Stake
CAMPUS FOR JEWISH: Case Summary & 20 Largest Unsecured Creditors
CAPITAL GROWTH: President, Interim CFO Signs Separation Agreement
CAPITOL BANCORP: Dimensional Fund Discloses 4.73% Equity Stake

CAPRIUS INC: Incurs $1.97-Mil. Net Loss in Dec. 31 Quarter
CARTER'S GROVE: Filed for Bankruptcy to Avert Foreclosure
CASTLETON PLAZA: Files for Chapter 11 Bankruptcy Protection
CATALYST PAPER: Lonestar, et al., Disclose 5.2% Equity Stake
CATHOLIC CHURCH: Lawyer Accuses Milw. of Hiding $75,000,000

CATHOLIC CHURCH: S.R. Schmidt Wants to Seal Docs. in Milw. Case
CATHOLIC CHURCH: St. Francis Oblates Settle 2 Cases for $1.4MM
CB HOLDING: Firm Offers $5.2-Mil. for Charlie Brown's Chain
CENTAUR LLC: Wins OK for Plan that Cuts Debt to $260 Million
CHARLES R LIVECCHI: Judge Ninfo Won't Recuse Self

CHRYSLER LLC: Axed 64 Dealerships Sue U.S. for $130 Million
CITADEL BROADCASTING: S&P Puts 'BB-' Rating on Watch Negative
CLARENDON ALUMINA: Fitch Affirms 'B-' Issuer Default Ratings
CMP SUSQUEHANNA: S&P Puts 'B-' Rating on CreditWatch Positive
CORUS BANKSHARES: Voting Deadline Extended Until Feb. 25

CRESTRIDGE ESTATES: Court to Consider Case Dismissal on March 3
CUMULUS MEDIA: Dimensional Fund Discloses 7.73% Equity Stake
CUMULUS MEDIA: Citadel Deal Cues Moody's Review for Upgrade
CUMULUS MEDIA: S&P Puts 'B-' Rating on CreditWatch Positive
DINEEQUITY INC: Loan Repricing Won't Affect Moody's 'B2' Rating

DISH NETWORK: No Longer Owns Any Securities of Loral Space
DOCTORS' HOSPITAL: Seek 120 Days to Present Chapter 11 Plan
DP FOREST: Case Summary & 20 Largest Unsecured Creditors
DYNEGY INC: Icahn Merger Deal Terminated; CEO et al. to Resign
E-BRANDS RESTAURANTS: To Auction New Equity on Feb. 23

ECHO TRAILER: Case Summary & 7 Largest Unsecured Creditors
ELITE PHARMACEUTICALS: Reports $5.93-Mil. Net Income in Q3
FAMILY FIRST: Security Service Acquires Credit Union
FIRST METALS: Executes Deal for Sale of Heavy Equipment
FORD MOTOR: State Street Discloses 11.1% Equity Stake

FRONTPOINT PARTNERS: Investors Redeem $500M from Liquidated Fund
GALP CNA: 3 Affiliates File Separate Plans of Reorganization
GALP GRAYRIDGE: Files Proposed Reorganization Plan
GARDEN OPERATION: Voluntary Chapter 11 Case Summary
GENCORP INC: GenCorp Retirement Plan Holds 7.1% Equity Stake

GENCORP INC: Whitebox, et al, No Longer Hold Equity
GENERAL GROWTH: Alabama Mall Value Drops 52% to $159 Mil.
GENERAL GROWTH: Firms Seek Final Approval of $200.3 Mil. in Fees
GENERAL GROWTH: Says Solvency Doesn't Give EuroHypo Default Rate
GENERAL MOTORS: Appaloosa & Green Hunt Claims Temporarily Allowed

GENERAL MOTORS: NCR Says It's Unfairly Discriminated Under Plan
GENERAL MOTORS: Nova Scotia Noteholders Oppose Plan Confirmation
GENERAL MOTORS: NUMMI Wants 100% Recovery, Objects to Plan
GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+'
GOTTSCHALKS INC: Court Approves Amended Liquidation Plan

GRAY TELEVISION: Dimensional Fund Discloses 5.89% Equity Stake
GREAT ATLANTIC & PACIFIC: Committee Info. Protocol Approved
GREAT ATLANTIC & PACIFIC: Customers Want to Pursue Claims
GREAT ATLANTIC & PACIFIC: Lease Rejection Rules Approved
GREAT ATLANTIC & PACIFIC: Wins OK for Intercompany Transactions

GROVE STREET: Court to Consider Plan Outline on February 28
GROVE STREET: Has Access to Lender's Cash Collateral Until Feb. 28
GSI GROUP: Judge Approves $3.25M Settlement in Shareholder Case
GUARANTY FINANCIAL: Wins Approval of Disclosure Statement
HARRY & DAVID: Hires A&M's Hong as Chief Restructuring Officer

HAWKS PRAIRIE: Plan Confirmation Hearing Continued Until Feb. 25
HEADGEAR INC: Files Schedules of Assets and Liabilities
HEALTHSOUTH CORP: Andrew Price Owns 4,924 Common Shares
HERCULES OFFSHORE: S&P Retains 'B-' Rating on Senior Secured Debt
HILLARY HARMON: Court Rules on Suit vs. Lighthouse Capital

INFINITY ENERGY: Has Forbearance From Amegy Bank Until Yearend
INTERNATIONAL COAL: Moody's Upgrades Corp. Family Rating to 'B2'
INTERTAPE POLYMER: Inspired Tech. Damages Reduced to $700,000
IPICO INC: Files Debt Restructuring Proposal Under BIA
JEMANYA CORP.: Involuntary Chapter 11 Case Summary

JETBLUE AIRWAYS: Donald Smith Discloses 6.47% Equity Stake
JETBLUE AIRWAYS: Goldman Sachs Discloses 6.0% Equity Stake
JETBLUE AIRWAYS: Whitebox, et al., Disclose 7.2% Equity Stake
JLP1 LLC: Case Summary & 2 Largest Unsecured Creditors
KAMPERT DAIRY: Case Summary & 11 Largest Unsecured Creditors

KAZI FOODS: Case Summary & List of Unsecured Creditors
KNOLOGY INC: Refinancing Won't Affect Moody's 'B1' Rating
LAB RESEARCH: Canadian Lender Gets Deloitte as Receiver
LEHMAN BROTHERS: Unable to Submit Form 13-F
LEVEL 3 COMMUNICATIONS: Harris Assoc. Does Not Own Any Securities

MACHAPUNGA LLC: Case Summary & 7 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: GLG Partners Ceases to Own Class A Stock
MARCO A CANTU: Court Denies Discharge Under Sec. 727(a)
MAXXAM INC: Dimensional Fund Holds 7.61% Equity Stake
MAXUM PETROLEUM: Moody's Withdraws All Ratings on Senior Notes

MIG INC: 2nd Circ. Affirms Dismissal of Paul Weiss Suit
MOHEGAN TRIBAL: Files Form 10-Q; Q4 Profit at $12.48 Million
MOMENTIVE PERFORMANCE: Amends 8-K; Files Copy of Amendment Pact
MOUNT VERNON: 2nd Amended Liquidation Plan Declared Effective
MPG OFFICE: Robert Deutschman Does Not Own Any Securities

MPG OFFICE: Goldman Sachs Holds 9.0% Equity Stake
MRU HOLDINGS: Court Dismisses Shareholder Suit Against Merrill
MSR RESORT: Vendors Who Continue to Provide Goods to Be Paid
MXENERGY HOLDINGS: Reports $25MM Net Income for Dec. 31 Qtr.
NEWLAND INTERNATIONAL: Fitch Cuts Rating to Senior Notes to 'Bsf'

ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'B'
OTTER TAIL: Green Plains Acquires Ethanol Plant in Fergus Falls
PECAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PILGRIM'S PRIDE: 5th Cir. Says Clinton Can't Amend Lawsuit
PLAINFIELD APARTMENTS: Court Urges Parties to Reach Agreement

PRECISION OPTICS: Incurs 330,950 Net Loss in Dec. 31 Qtr.
QUEPASA CORP: Amends Form S-1 Registration; Announces Pricing
QUEPASA CORP: F. Levin, et al., Hold 7.9% Equity Stake
QWEST COMMUNICATIONS: State Street Discloses 6.0% Equity Stake
RANCHER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter

REOSTAR ENERGY: Incurs $989,200 Net Loss in Dec. 31 Quarter
RITE AID: Moody's Assigns 'B3' Rating to $343 Mil. Senior Loan
ROUND TABLE: Asks for OK to Assume Beverage Distributor Contracts
ROUND TABLE: Asks Court to Okay Lease Rejection Procedures
SAKS INC: S&P Raises Corporate Credit Rating to 'BB-'

SANSWIRE CORP: J. Sawyers Has Option to Buy 1.5MM Common Shares
SERENA SOFTWARE: S&P Assigns 'B+' Rating to Extended Loan
SHAMROCK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
SHREE AMBA: Case Summary & 2 Largest Unsecured Creditors
SMART AND FINAL: Sprouts Farmers Deal Won't Affect Moody's Ratings

SOUTHERN STATES: S&P Affirms 'B+' Corporate Credit Rating
SPANISH POINT: Unsecured Creditors to be Paid Over 3-Year Period
STARPOINTE ADERRA: Unsecureds to Obtain Pro Rata Share of $600,000
SUMMIT BUSINESS: Files Plan; Unsecureds to Share in $100,000
SUNSET VILLAGE: Plan Proposes to Pay Unsecureds Over Time

SUNSET VILLAGE: Has Interim Use of Cash Collateral Until March 1
TERRESTAR CORP: Proposes $13 Million of DIP Financing
TERRESTAR CORP: Seeks Access to Lenders' Cash Collateral
TERRESTAR NETWORKS: Withdraws Echostar-Backed Plan
TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan

TRICO MARINE: Court Okays Settlement Relating to Claims and Equity
TRICO MARINE: H Partners Ceases to Own Shares of Common Stock
TRICO MARINE: Goldman Sachs Asset Owns 6.4% of Common Stock
TRICO MARINE: Goldman Sachs Group Owns 8.5% of Common Stock
TRONOX INC: Loeb Arbitrage Owns 0.33% of Class A Common Stock

TRONOX INC: Trafelet Capital Owns 0.4% of Class B Common Stock
TUP 430: Case Summary & 5 Largest Unsecured Creditors
UNIFI INC: S. Present Appointed to Board of Directors
UNIGENE LABORATORIES: Presented at 13th Annual BIO Conference
UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'

UNIVAR INC: Moody's Assigns 'B2' Rating to New Term Loan B
USA COMMERCIAL: Deloitte Granted Summary Judgment in Trust Suit
USG CORP: Brian Kenney Does Not Own Any Securities
WASHINGTON MUTUAL: JP Morgan, FDIC Seek to Shake $10-Bil. Lawsuit
WASHINGTON MUTUAL: FDIC Warns Former Bank Execs of Possible Suit

WIKILOAN INC: Spider Investments Owns 22.2 Million Common Shares
WILLBROS UNITED: Moody's Cuts Corporate Family Rating to 'B3'
WORKFLOW MANAGEMENT: Faces Objection From PBGC & IRS Over Plan
WORKFLOW MANAGEMENT: PBGC Will Assume Relizon's Pension Plan
WREN ALEXANDER: Court Grants IRS's Tax Lien Over Asset

ZALKIN INC: Voluntary Chapter 11 Case Summary

* Judge Issues Report in $24-Bil. Suit Against Credit Suisse

* Andrews Kurth Names Robin Russell Managing Partner

* Large Companies With Insolvent Balance Sheets

                            *********

A BRIGHTER FUTURE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A Brighter Future, Child Development
        and Learning Center, Inc.
        27609 Kirkwood Circle
        Wesley Chapel, FL 33544

Bankruptcy Case No.: 11-02759

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

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: $784,453

Scheduled Debts: $1,632,630

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-02759.pdf

The petition was signed by Vinea Hurdle, president.


ACTION ENERGY: Fin'l Support & Forbearance Accord With Cavalon
--------------------------------------------------------------
Action Energy Inc. and Cavalon Capital Partners Inc. executed a
Financial Support and Forbearance Agreement on Feb. 17, 2011.

Action owes Cavalon $2,746,604 with interest accruing thereon at
the rate of prime plus 2.5%.  Cavalon holds various security
interests granted by Action to secure repayment of the Debt.

Pursuant to the Support Agreement, Cavalon has agreed to provide
the financial support Action requires to enter into and perform
the terms of the agreement Action and 2980622 Canada Inc. entered
into with a group of labour and management services companies, as
a component of a labor restructuring being undertaken by the
Labour Companies.

Cavalon also has agreed to provide Action with ongoing financial
support as Action undertakes the reorganization and revitalization
of its business and affairs.  Cavalon has also agreed to deliver
to Action an income producing oil and gas property to provide
Action with monthly cash flow.  Cavalon has agreed that it will
forbear in the enforcement of its Security so as to permit Action
to retain as working capital a portion of the proceeds that may be
received under the terms of the Agreement, to retain the income
derived from the Property and to retain future receipts.  Cavalon
has also agreed to terminate the interest accruing on the Debt.

Cavalon's financial support and forbearance are conditional upon
Action repaying a portion of the Debt from the proceeds that may
be derived from the Agreement.  Action and Cavalon have agreed
that the most efficient way to achieve most of the Debt repayment
and the transfer of the Property from Cavalon to Action is for
Action to acquire all of the issued and outstanding shares of
Cavalon.  At the time of the acquisition of the Cavalon shares,
Cavalon will hold a portion of the Action Debt and the Property.
The Action Debt will be reduced by the purchase price of the
Cavalon shares.  The balance of the Debt and the Security will be
assigned to a corporation to be formed and to be named Cavalon
Capital Corp.

Following the acquisition of the Cavalon shares, Action will also
make a payment to a third party at the direction of Cavalon and
Corp. and the Debt will be further reduced by the amount of that
payment.  The balance of the Debt and the Security will continue
to be held by Corp. and Corp. will adopt and implement the support
and forbearance terms contained in the Support Agreement.

A director and officer of Action, Greg Matthews, is a shareholder
of Cavalon and Action's purchase of the Cavalon shares will be a
related party transaction.  The determination of the amount of the
Debt repayment and Action's acquisition of the Cavalon shares will
occur following the closing of the Agreement.

To contact Action:

          David Tonken, President
          Action Energy Inc.
          Telephone: 778-426-3329
          E-mail: tonken@icrossroads.com

Calgary, Alberta-based Action Energy Inc. (NEX:AEC.H) is an oil
and gas company engaged in production and exploration activities.


AEROFLEX INC: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Plainview, N.Y.-based Aeroflex Inc. to
'B+' from 'B'.  The rating was removed from CreditWatch, where it
was placed with positive implications on Nov. 11, 2010, following
the company's announcement that it would raise an estimated
$250 million via an IPO and use the proceeds to reduce its debt.

At the same time, S&P revised its recovery rating on Aeroflex's
first-loss term loan B-2 to '1' from '2'.  The '1' recovery rating
indicates S&P's expectation of very high (90%-100%) recovery for
lenders in the event of a payment default.  S&P raised its issue-
level rating on this debt to 'BB' -- two notches higher than the
'B+' corporate credit -- from 'B+', in accordance with its
notching criteria for a '1' recovery rating.

S&P raised all other existing issue-level ratings on the company
by one notch, in conjunction with the one-notch upgrade the
corporate credit rating, while the recovery ratings on these
issues remain unchanged.


AHERN RENTALS: Missed Payment Won't Affect Moody's 'Caa2' Rating
----------------------------------------------------------------
Moody's Investors Service says Ahern Rentals Inc.'s corporate
family rating of Caa2 and probability of default rating of
Caa3 are not currently affected by the announcement that on
February 15, 2011, the company did not make the scheduled
$10.9 million interest payment on the $238 million outstanding
9.25% second priority senior secured notes due August 2013.  The
indenture governing Ahern's second priority notes allows for a 30-
day grace period to make the interest payment.  Failure to make
the interest payment within the grace period would likely
constitute a default, as per Moody's definition of default.

Moody's last rating action for Ahern occurred on August 26, 2010,
when the company's probability of default rating was downgraded to
Caa3 with a negative outlook and the SGL lowered to 4.

Ahern Rentals, Inc., headquartered in Las Vegas, NV, is an
equipment rental company with a network of 71 branches in the
United States.  The company specializes in high reach equipment.
For the twelve months ended Sept. 30, 2010, Ahern reported
revenues of $283 million.


AIRGAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1'
-------------------------------------------------------------
Moody's Investors Service raised the Issuer Rating of Airgas Inc.
to Baa2 from Baa3.  Moody's also upgraded its guaranteed senior
unsecured debt to Baa2 from Baa3 and its senior subordinated debt
ratings to Baa3 from Ba1.  These actions reflect the termination
of an unsolicited takeover offer by Air Products and Chemicals,
Inc. and the announcement of a $300 million share buyback program
earlier this week.  Airgas' ratings were placed under review
following the announcement of the unsolicited takeover offer by
Air Products in February 2010.  The rating outlook is stable.

John Rogers, Senior Vice President at Moody's stated, "Airgas'
financial metrics have improved significantly over the past year
despite the uncertainty created by the takeover offer; it business
has continued to rebound more strongly than the overall U.S.
economy."

                        Ratings Rationale

Airgas' rating upgrade reflect its strengthening financial
performance, solid free cash flow generation along with the
expectation that the company will not pursue further large debt
financed share buyback programs.  Airgas' Baa2 ratings are also
supported by the company's leading market share in packaged gases
in North America, increasing customer density due to bolt-on
acquisitions and the stability of its earnings and cash flow, The
company's stable financial performance is largely due to an
annuity-like rental income (over $500 million) from its cylinders
and tanks, as well as high margin gas sales.

The stable outlook reflects Moody's expectation that shareholder
remuneration will remain a higher priority that debt reduction
over the next year or two and that credit metrics will strengthen
much more slowly than over the past year.  Airgas' ratings could
be raised if Debt/EBITDA falls sustainably below 2.5x, Retained
Cash Flow/Debt rises above 25% and Free Cash Flow/Debt rises above
12%.  There could be negative pressure on the ratings if the
company announces additional large debt financed share
repurchases.

Ratings upgraded:

Airgas Inc.

  -- Issuer rating to Baa2 from Baa3
  -- Senior unsecured notes to Baa2 from Baa3
  -- Senior subordinated notes to Baa3 from Ba1

Airgas Inc., headquartered in Radnor, PA, is the largest
independent distributor of industrial, medical and specialty
gases and related equipment in North America.  Airgas reported
$4.1 billion in revenue for the LTM ending Sept. 30, 2010.


AIRTRAN HOLDINGS: Donald Smith Discloses 8.97% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Donald Smith & Co. Inc. disclosed that it beneficially
owns 12,155,063 shares of common stock of AirTran Holdings, Inc.
representing 8.97% of the shares outstanding.  The number of
shares outstanding of the Company's common stock as of Jan. 31,
2011, was 135,668,598 shares.

                      About AirTran Holdings

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

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

                           *     *     *

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

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock totaling $1.4 billion.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for cash and
Southwest stock.  Southwest values the transaction at $3.2 billion
including assumed AirTran debt and aircraft leases.  Southwest
forecasts annual revenue and cost synergies exceeding $400 million
once the airlines' operations are combined by 2013.  Southwest
also sees one-time transaction costs of $300 million to $500
million.  The companies indicated that a closing would not occur
until sometime in the first half of 2011.

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


AIRTRAN HOLDINGS: Whitebox, et al., Hold 3.1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC, et al., disclosed
that they beneficially own 4,347,396 shares of common stock of
AirTran Holdings Incorporated representing 3.1% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock as of January 31, 2011, was 135,668,598 shares.

                      About AirTran Holdings

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

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

                           *     *     *

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

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock totaling $1.4 billion.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for cash and
Southwest stock.  Southwest values the transaction at $3.2 billion
including assumed AirTran debt and aircraft leases.  Southwest
forecasts annual revenue and cost synergies exceeding $400 million
once the airlines' operations are combined by 2013.  Southwest
also sees one-time transaction costs of $300 million to $500
million.  The companies indicated that a closing would not occur
until sometime in the first half of 2011.

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


AMERICAN AXLE: Barrow Hanley Discloses 6.35% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed
that it beneficially owns 4,529,426 shares of common stock of
American Axle & Manufacturing Holdings, Inc. representing 6.35% of
the shares outstanding.  As of Feb. 7, 2011, the number of shares
of the Company's Common Stock, $0.01 par value, outstanding was
73,240,347 shares.

                        About American Axle

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

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

                           *     *     *

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

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


AMERICAN AXLE: TIAA-CREF Discloses 5.18% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, TIAA-CREF Investment Management, LLC,
disclosed that it beneficially owns 3,699,938 shares of common
stock of American Axle & Mfg Holdings representing 5.18% of the
shares outstanding.  Teachers Advisors, Inc., also owns 2,717,387
shares or a 3.81% equity stake.  As of Feb. 7, 2011, the number of
shares of the Company's Common Stock, $0.01 par value, outstanding
was 73,240,347 shares.

                        About American Axle

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

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

                           *     *     *

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

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


AMR CORP: Capital Research Discloses 9.4% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital Research Global Investors disclosed
that it beneficially owns 31,319,699 shares of common stock of AMR
Corporation representing 9.4% of the shares outstanding.  As of
Feb. 9, 2011, 333,435,431 shares of the Company's common stock
were outstanding.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

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

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

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                           *     *     *

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

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


ARROW TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arrow Technologies, LLC
        2110 Maples Place
        Highlands Ranch, CO 80129

Bankruptcy Case No.: 11-12979

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Robert J. Shilliday, III, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-3219
                  Fax: (303) 832-1510
                  E-mail: rjs@kutnerlaw.com

Scheduled Assets: $218,591

Scheduled Debts: $1,538,727

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-12979.pdf

The petition was signed by Michelle Barker, owner.


ARVINMERITOR INC: Moody's Raises Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service raised the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to B2 from
B3.  In a related action, Moody's raised the rating on the senior
secured revolving credit facility to Ba2 from Ba3, and raised the
ratings on the senior unsecured notes to B3 from Caa1.
ArvinMeritor's Speculative Grade Liquidity Rating was affirmed at
SGL-3.  The rating outlook is stable.

Ratings raised:

* Corporate Family Rating, to B2 from B3;

* Probability of Default Rating, to B2 from B3;

* Senior secured bank debt, to Ba2 (LGD1, 4%) from Ba3 (LGD1, 4%);

* Senior unsecured notes, to B3 (LGD4, 58%) from Caa1 (LGD4, 58%);

* Shelf unsecured notes, to B3 (LGD4, 58%) from (P)Caa1 (LGD4,
  58%)

Rating affirmed:

* Speculative Grade Liquidity Rating, at SGL-3

                        Ratings Rationale

The upgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the company's improving credit metrics over the recent
quarters combined with Moody's expectation that recovering
economic trends will support increasing commercial vehicle demand
over the near-term.  In January 2011 the company sold its Body
Systems group which will permit management to focus on further
strengthening performance of the commercial vehicle and industrial
segments.  With about 50% of total revenues derived from North
America, ArvinMeritor is positioned to benefit from higher
commercial vehicle orders, supported by increasing freight
volumes, and an aging vehicle fleet.  In addition, the company's
exposure to other regional growth markets, such as South America
(about 15% of revenues) and Asia (about 14%), is expected to help
lift profitability over the near-term.

The stable rating outlook incorporates the expectation that
ArvinMeritor's profitability and credit profile should continue to
demonstrate gradual improvement over the near-term with improving
commercial vehicle demand.  ArvinMeritor will need to maximize
earnings and cash flow generation during the coming months in
order to address debt maturities in 2012 and increasing cash needs
to finance growth.  For the LTM period ending Dec. 31, 2010,
ArvinMeritor's EBIT/Interest coverage (including Moody's standard
adjustments) approximated 1.2x and free cash flow/debt
approximated 1%.

ArvinMeritor's liquidity profile over the near-term is expected to
remain adequate, supported by cash balances and availability under
the company's senior secured revolving credit facility.  As of
Dec. 31, 2010, cash balances were $276 million.  The company's
$539 million senior secured revolving credit facility was unused
with approximately $13 million of letters of credit outstanding.
Total commitments under this facility will reduce to $396 million
in June 2011 and mature in January 2014.  The principal financial
covenant is a senior secured leverage test which is expected to
have sufficient cushion to permit access to the full revolver over
the near-term.  The facility also incorporates an availability
limitation based on available collateral securing the facility
which is also expected to support usage of the committed amounts
over the near-term.  Negative covenants under the revolver limit
both annual and cumulative amounts of asset sales.  Liquidity is
also supported by a $125 million U.S. securitization program
maturing in October 2013 which was unused at Dec. 31, 2010.  The
company's cash balances and committed availability may be required
to support large cash needs over the near-term, including working
capital and capital reinvestment to support increased commercial
vehicle demand in 2011.  In addition, approximately $84 million of
senior notes matures in March 2012.  Moody's also notes that
ArvinMeritor had approximately $242million outstanding under
short-term off-balance sheet factoring and securitization programs
as of Dec. 31, 2010.

Future events that have the potential to improve ArvinMeritor's
ratings include improving production levels in the company's
global commercial vehicle end-markets, or further enhancement of
operating margins, resulting in consistent free cash flow
generation and EBIT/interest improving to above 2.0x.

Future events that have the potential to drive ArvinMeritor's
outlook or ratings lower include deterioration in global
commercial vehicle production without offsetting restructuring
actions, or deteriorating liquidity.  Lower ratings could arise
from the above considerations, or if EBIT/Interest coverage is
sustained at or below 1.5x times.

ArvinMeritor, Inc., headquartered in Troy, MI, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers, as well as certain
aftermarkets.  Revenues for fiscal year-end September 2010 were
$3.6 billion.


BEALE STREET BLUES: B.B. King Las Vegas Club Sent to Ch. 11
-----------------------------------------------------------
Beale Street Blues Company Las Vegas, LLC, which has sought
Chapter 11 protection, is the owner of the B.B. King restaurant
and live music club in Las Vegas.

The Chapter 11 filing, according to Jonathan Stempel at Reuters,
comes as Las Vegas tries to recover after being hit hard in the
recent economic downturn, hurt by declines in tourism and a glut
of hotel rooms and casinos.  Nevada also has one of the nation's
highest residential foreclosure rates.

According to the Toronto Sun, the club, named for the blues legend
B.B. King, is part of a group of companies based in Memphis,
Tennessee.  Other B.B. King locations in Memphis; Nashville;
Orlando, Florida; and West Palm Beach, Florida, are not involved
in the filing.

Mr. King, the blues guitarist and music legend, is not involved in
management of the Las Vegas club.

Beale Street Blues disclosed assets of $2.5 million and
liabilities of $3.8 million.  The Daily News reports that the
largest unsecured creditor listed in the filing is Beale Street
Blues Co. Inc., 143 Beale St., which claims it is owed
$2.5 million.  The Mirage hotel and casino, where the Las Vegas
club is located, is among the unsecured creditors listed with an
indication that the amount is disputed.  The other unsecured
creditors are contractors from other states and vendors from
California and Nevada, as well as the state of Nevada, which
collects taxes on the club.

Beale Street Blues filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 11-21619) on Memphis, Tennessee on Feb. 16, 2011.
Jonathan E. Scharff, Esq., at Harris Shelton Hanover Walsh, PLLC,
in Memphis, serves as counsel to the Debtor.


BEAZER HOMES: Deutsche Bank, et al., Disclose 5.56% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Deutsche Bank AG, et al., disclosed that they
beneficially own 4,222,819 shares of common stock of Beazer Homes
USA Inc. representing 5.56% of the shares outstanding.  There were
76,372,805 shares of common stock outstanding of the Company at
Jan. 31, 2011.

                         About Beazer Homes

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

                           *     *     *

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

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

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

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


BEAZER HOMES: Dimensional Fund Discloses 6.39% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
it beneficially owns 4,837,904 shares of common stock of Beazer
Homes USA Inc. representing 6.39% of the shares outstanding.
There were 76,372,805 shares of common stock outstanding of the
Company at Jan. 31, 2011.

                         About Beazer Homes

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

                           *     *     *

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

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

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

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


BENDER SHIPBUILDING: No Admin. Expense Status for Emeric Claim
--------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney denied the application of
Emeric, Inc., for an order allowing its claim of $38,439 as an
administrative expense pursuant to 11 U.S.C. Sec. 503(a) and
(b)(1)(A) in the bankruptcy case of Bender Shipbuilding & Repair,
Co., Inc.

Prior to Bender's bankruptcy, Emeric provided prescription drugs
to Bender's worker's compensation claimants.  Emeric claims it
provided $38,439 of drug benefits to worker's compensation
claimants after Bender's bankruptcy filing for which Emeric has
not been reimbursed.  Bender claims, and Emeric cannot prove
otherwise, that all of the worker's compensation claimants to whom
prescription drugs were furnished were recipients of worker's
compensation before June 9, 2009, the date of the bankruptcy
filing, according to the court ruling.

Bender filed a motion on July 1, 2009, requesting authority to pay
worker's compensation claims.  That motion was granted on July 2,
2009.  Between August 18, 2009, and March 12, 2010, Bender paid
Emeric $87,337 for prescription drugs.  The $38,439 claimed is the
amount remaining unpaid.

Emeric argues that since Bender paid over two-thirds of its claim
before stopping, the Debtor cannot deny that the remainder is owed
as an administrative expense pursuant to the Court's July 2, 2009
order.  Emeric also argues that the claim is a proper
administrative claim pursuant to Secs. 503(a) and (b)(1)(A) in any
event since Bender, by state law, had to have worker's
compensation insurance coverage to operate.

Bender argues that all of the benefits would go to pay a
prepetition debt of Bender to employees injured prefiling.
Whatever prepetition agreements the worker's compensation
beneficiaries had with Bender, the agreements were "rejected,
terminated and discharged" by Bender's plan.

In her ruling, Judge Mahoney held that Emeric's claim is not an
administrative expense.  Bender's partial payment of the claim was
fortuitous for Emeric, but did not establish a right to payment of
the entire claim under the law or the plan.

A copy of Judge Mahoney's February 17, 2011 order is available
at http://is.gd/ivcOmLfrom Leagle.com.

                     About Bender Shipbuilding

On June 9, 2009, three creditors filed an involuntary Chapter 7
petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile,
Ala.-based Bender Shipbuilding & Repair Co. --
http://www.bendership.com/-- and on July 1, 2009, Bender
consented to voluntary conversion of the involuntary chapter 7
proceeding to a chapter 11 proceeding.  The Debtor sold
substantially all of its assets in late-2009 to Dallas-based SunTX
Capital Partners.  The Court confirmed the Debtor's Plan of
Liquidation for the Debtor on Dec. 9, 2010.  The Plan became
effective as of Dec. 27, 2010.


BERNARD L MADOFF: Picard Lacks Standing to Sue, Says Unicredit
--------------------------------------------------------------
Bankruptcy Law360 reports that UniCredit SpA has hit back at
Bernard L. Madoff trustee Irving Picard, questioning his standing
to bring a $60 billion fraud suit against the Italy-based bank and
other defendants and requesting that the case be moved out of
bankruptcy court.

The Troubled Company Reporter on Aug. 17, 2010 reported that
according to Erik Larson at Bloomberg News, Mr. Picard, the
trustee liquidating Bernard L. Madoff Investment Securities LLC,
said he is probing for possible claims a UniCredit SpA unit that
invested $1.1 billion of client money in Bernard Madoff "feeder
funds".  Mr. Picard said in filing with the U.S. Bankruptcy Court
in New York that an ex-employee of the UniCredit unit, Pioneer
Alternative Investment Management in Dublin, should be forced to
give testimony about the unit's internal examinations of the
funds.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

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

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

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

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

As of Feb. 18, 2011, a total of US$6.85 billion in claims by
investors has been allowed, with US$791.1 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.


BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for Assets
--------------------------------------------------------------
Blockbuster Inc. has initiated a process to sell the Company,
which it believes represents the best means of maximizing value
for Blockbuster's stakeholders.

In conjunction with this process, Blockbuster has entered into an
asset purchase agreement with a "stalking horse" bidder, Cobalt
Video Holdco, LLC, a limited liability company formed by funds
managed by Monarch Alternative Capital LP, Owl Creek Asset
Management LP, Stonehill Capital Management LLC and Varde
Partners, Inc., each of which is a secured noteholder of the
Company.  In addition, Blockbuster has filed a motion seeking
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to conduct an auction process for the
Company.  The auction process is designed to achieve the highest
and best offer for the Company's assets and would be conducted
under the Court's supervision and in accordance with Section 363
of the U.S. Bankruptcy Code.  The Cobalt agreement serves as the
"stalking horse" bid in the auction, which sets the floor or
minimum acceptable bid.

Blockbuster expects that its U.S. operations, including a majority
of its stores, DVD vending kiosks, by-mail and digital businesses,
will continue to serve customers in the ordinary course during the
sale process.  The Company's international operations in Canada,
Denmark, Italy, Mexico, and the United Kingdom are also expected
to conduct business as usual during the sale process.  Blockbuster
franchise locations in both the U.S. and abroad are independently
owned, operated and funded, and will also continue normal business
operations.

Jim Keyes, Chairman and Chief Executive Officer, commented, "By
initiating a sale process at this time, we intend to accelerate
our Chapter 11 proceedings and move the Company forward.  An
auction will allow the Company to invite competing bids from both
strategic and financial investors.  This will also allow for the
consolidation of ownership of the Company to those with a clear
and focused vision for Blockbuster's future."

He continued, "The purchaser will be able to take full advantage
of Blockbuster's many strengths, which include an internationally
recognized brand name, an exceptional library of more than 125,000
titles, millions of loyal customers, and a multi-channel content
distribution platform.  Because of its ability to deliver physical
content and digital content, Blockbuster can offer customers the
unique ability to access any movie, any time."

Under terms of the Definitive Asset Purchase Agreement with
respect to the transaction between the Company and the investor
group, Cobalt has agreed to purchase substantially all of the
assets of Blockbuster Inc. and its U.S. and international
subsidiaries for $290 million, subject to adjustment.  The APA has
been filed with the Court today.  The transaction is subject to
the approval of the Bankruptcy Court and the satisfaction of
customary closing conditions.

The bidding procedures, if approved by the Court, would require
other interested parties to submit binding offers to acquire the
Company within approximately 30 days following such approval.
Such parties could include additional financial and/or strategic
bidders.  Assuming qualified bids are submitted, an auction would
be held within approximately one week of the bid deadline.  A
final sale approval hearing is anticipated to take place shortly
after the auction with the closing anticipated to occur no later
than April 20, 2011.

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).  It disclosed assets of $1 billion and debts of
$1.4 billion at the time of the filing.

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

In its latest monthly operating report filed with the
Bankruptcy Court, Blockbuster disclosed $1.066 billion in
assets, $422.2 million in liabilities not subject to compromise
and $1.165 billion in liabilities subject to compromise, and a
deficit of $533.8 million as of Nov. 28, 2010.

Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Blockbuster Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


BORDERS GROUP: Bankruptcy Filing Constitutes Event of Default
-------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Borders Group, Inc., acknowledged that the filing of
its Chapter 11 petition constituted an event of default under its
pre-bankruptcy Credit Agreement and Term Loan Agreement with
certain lenders.

Borders Executive Vice President and Chief Financial Officer
Scott Henry relates that the Credit Agreement and Term Loan
Agreement each provide that as a result of the filing of the
Chapter 11 petitions, all principal, interest and other amounts
due thereunder will become immediately due and payable.

The Debtors believe that any efforts to enforce those payment
obligations under the Prepetition Credit Agreement and
Prepetition Term Loan Agreement have been stayed in accordance
with the automatic stay provisions of the Bankruptcy Code as a
result of the filing of the Chapter 11 Petitions.

                       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: Bankruptcy May Thwart Ackman's Merger Plans
----------------------------------------------------------
Borders Group, Inc.'s Chapter 11 filing on Feb. 16, 2011, may be a
major obstacle to William Ackman's vision to merge the bankrupt
bookstore company with Barnes & Noble Inc., according to analysts,
Matthew Townsend of Bloomberg News reported.

Bloomberg disclosed that Mr. Ackman offered to help Borders to
fund an all-cash acquisition of Barnes & Noble in December 2010,
at $16 a share, valuing the chain at about $960 million.  Barnes
& Noble declined to respond at that time, the report disclosed.

According to Peter Wahlstrom, an analyst at Chicago-based
Morningstar Investment Services, Barnes & Noble will avoid a
Borders purchase because the chain does not have an appealing
digital reading business or much attractive real estate,
Bloomberg related.  Instead, Barnes & Noble may seek to benefit
from the more than $500 million in sales Borders' collapse will
free up, Bloomberg noted.

Mr. Wahlstrom also noted, Bloomberg reported, that Barnes & Noble
has not expressed an interest to expand the number of its stores
and is focused on the digital reading.  Barnes & Noble is closing
stores, cutting its number by 10% over the last four years,
Bloomberg stated.

Mr. Ackman owns a 15% stake in Borders by virtue of his being a
managing member of Pershing Square Capital Management, L.P.
Pershing, on the other hand, owns a 31.3% stake in Borders.  Mr.
Ackman's stake in Borders might be wiped out in bankruptcy.
According to Bloomberg, Mr. Ackman stated that this month he lost
$125 million on his Borders stake.

                       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: Mall Owners Seek to Appear in Bankruptcy Case
------------------------------------------------------------
Simon Property Group, Inc., and GGP Limited Partnership, as direct
and indirect owner of landlord or managing agent for certain malls
of General Growth Properties, Inc., filed separate notices of
appearance and requests for copies of all notices and pleadings in
Borders Group, Inc.'s Chapter 11 case.

Simon and GGP are landlords of Borders.  Specifically, GGP
disclosed that it is a landlord for these Borders-owned stores,
representing 5% of Borders' total store count:

  Property                       Tenant Name
  --------                       -----------
  Alderwood                      Borders Books & Music
  Bayshore Mall                  Borders Books & Music
  Boise Towne Square             Borders Books & Music
  Chapel Hills Mall              Borders Books & Music
  Mall of Louisiana              Borders Books & Music
  Northridge Fashion Center      Borders Books & Music
  Park City Center               Borders Books & Music
  Park Meadows                   Borders Books & Music
  Park Place                     Borders Books & Music
  Pinnacle Hills Promenade       Borders Books & Music
  Providence Place               Borders Books & Music
  Southland Center MI            Borders Books & Music
  Southwest Plaza                Borders Books & Music
  Stonestown Galleria            Borders Books & Music
  Village of Merrick Park        Borders Books & Music
  West Oaks Mall                 Borders Books & Music
  Salem Center                   Borders Express
  Silver City Galleria           Borders Express
  Staten Island Mall Phase I     Borders Express
  Steeplegate Mall               Borders Express
  The Mall in Columbia           Borders Express
  Three Rivers Mall              Borders Express
  Valley Plaza Mall CA           Borders Express
  White Marsh Mall               Borders Express
  Chapel Hills Mall              Borders, Inc.
  Pine Ridge Mall                Borders, Inc.
  The Boulevard Mall             Borders, Inc.
  The Boulevard Mall             Borders, Inc.
  Colony Square Mall             Waldenbooks
  Eastridge Mall WY              Waldenbooks
  Lakeside Mall                  Waldenbooks
  Oxmoor Center                  Waldenbooks
  Pine Ridge Mall                Waldenbooks
  Washington Park Mall           Waldenbooks
  Westwood Mall                  Waldenbooks
  Woodbridge Center              Waldenbooks

                       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: Receives Notice of Stock Delisting From NYSE
-----------------------------------------------------------
Borders Group, Inc., informed the U.S. Securities and Exchange
Commission that it received a notice on Feb. 16, 2011, that
the New York Stock Exchange, Inc., had determined that the listing
of the Company's common stock should be suspended immediately as
a result of the bankruptcy filing of the Company and certain of
its affiliates.

As previously reported, NYSE Regulation, Inc., notified the
Company on Feb. 3, 2011, that the Company was not in compliance
with the continued listing standard of the NYSE requiring a
minimum average closing price of $1.00 per share over a
consecutive 30-trading day period.

Borders Executive Vice President and Chief Financial Officer
Scott Henry relates that the last day that the Company's common
stock traded on the NYSE was Feb. 15, 2011.  The Company does
not intend to take further action to appeal the NYSE's decision,
he says.  It is thus expected that the Company's common stock
will be delisted after the completion of the NYSE's application
for delisting filed with the SEC, he notes.

                       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: E-books Not to Blame, Says Simba Analyst
-------------------------------------------------------
Simba Information's senior trade analyst Michael Norris was
interviewed on Bloomberg's Bottom Line, discussing what led to
Borders' chapter 11 filing and how this will impact the retailer's
outlook going forward.  Norris attributes the failure to a long
history of mismanaged operations including an e-commerce
partnership through Amazon and its small format Waldenbooks
locations.

"Borders entered into an affiliate agreement with Amazon.com,
which allowed it to collect money from having a website and
selling books online without investing in it itself," said Norris
in the interview.  "Since Amazon maintained the platform, Borders
didn't control the relationship with the consumer, essentially
helping its competitor do more business."

Norris, author of Simba's Trends in Trade Book Retailing, also
notes an identity struggle with Waldenbooks, Borders' smaller
format stores, which are largely unprofitable.

"Borders don't know what to do with the Waldenbooks stores,
they're different from the megastores," Norris added in the
interview.  "They have to make the two brands work or choose one
over the other."

Concluding the interview, Norris was asked whether or not
bankruptcy will benefit Borders and allow it to become competitive
again.  Norris answered, "Chrysler came out of bankruptcy and is
now much stronger; the same could happen with Borders if all goes
well, although I would expect it will have a smaller footprint in
2011."

In addition to Norris' interview, Book Publishing Report contains
further details on Borders' partnership with Amazon and its small
format store strategy in the article "Borders: A Case Study of
Bookselling Gone Horribly Wrong."  The article can be found at:
http://www.simbainformation.com/redirect.asp?progid=81104&url=http
://www.bookpublishingreport.com/content/borders-case-study-
bookselling-gone-horribly-wrong/

Bloomberg's interview with Norris can be accessed here:
http://www.simbainformation.com/redirect.asp?progid=81104&url=http
://www.bloomberg.com/video/66799334/

                   About Book Publishing Report

Simba's monthly newsletter Book Publishing Report -- http://
http://www.BookPublishingReport.com/-- is the leading source of
insights into the business of trade book publishing for over 35
years, covering deals, financials, bestsellers, legal
developments, technological issues, distribution, retailing,
people and more.  The newsletter provides the latest news on trade
book publishing, e-books, audiobooks, Internet retailing, price
wars and independent book stores.

                       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)


BRIDGEVIEW AEROSOL: Has Access to Wells Fargo's Cash Until March 3
------------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, has entered interim orders allowing
Bridgeview Aerosol, LLC, and its affiliates to access the cash
collateral of Wells Fargo Bank, National Association, until
March 3, 2011.

The Court will consider the Debtors' further cash collateral
access on March 3, 2011, at 10:30 a.m.  Objections, if any, are
due Feb. 28, at 5:00 p.m.

Judge Hollis has entered 19 interim orders regarding the Debtors'
use of cash collateral.

As of the Petition Date, the Debtors owe WFB $13,215,691.
Contemporaneously with the execution of the credit agreement, the
Debtors agreed to deposit all of WFB's cash collateral into an
account in the name of WFB pursuant to the terms of the Lockbox
Agreement.

As adequate protection for the Debtors' use of property in
Bridgeview, Illinois, that AeroNuevo owns, BVA will make monthly
payments of $13,901 per month to AeroNuevo.  The Debtors will also
make provisional payments of $36,251 per month to WFB.

As additional adequate protection, the Debtors will, among other
things:

   -- maintain all insurance that existed as of the Petition Date
      with respect to the Debtors' business and WFB's collateral;

   -- maintain and keep WFB's collateral in good condition, repair
      and working order; and

   -- allow WFB access to the Debtors' (i) premises for the
      purpose of inspecting WFB's collateral; and (ii) book and
      records.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC, provides
manufactures, packages and distributes household cleaning and
automotive aerosol products.  Affiliate AeroNuevo owns the real
property on which BVA operates.  USAerosols is the parent company
of BVA and AeroNuevo.

Bridgeview Aerosol and its affiliates filed for Chapter 11
protection on October 30, 2009 (Bankr. N.D. Ill. Lead Case No. 09-
41021).  Steven B. Towbin, Esq., at Shaw Gussis et al., assists
the Debtors in their restructuring efforts.  Bridgeview Aerosol
estimated $10 million to $50 million in assets and debts as of the
Petition Date.

Adelman & Gettleman, Ltd. as Legal Counsel Filed by Henry B.
Merens on behalf of Official Committee of Unsecured Creditors

On November 19, 2009, William T. Neary, the U.S. Trustee for
Region 10, amended the appointment of the Official Committee of
Unsecured Creditors.  The Committee now consist of (i) Ball
Aerosol & Speciality Container; (ii) Black Flag Brands LLC; (iii)
Pennock Company; (iv) Diversified CPC International; (v) Laser
Tool Inc.; (vi) Berry Plastics Corporation; and (vii) Batavia
Container, Inc.


BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Brocade Communications Systems,
Inc.'s Ba3 corporate family rating and Ba2 secured debt ratings.
The positive outlook reflects the expectation that while leverage
may increase in the short term due to ramped up sales and
marketing expenditures, the company will continue to use its
strong cash flow to make significant debt reductions and leverage
(as measured by debt/EBITDA) will approach levels appropriate for
a Ba2 corporate family rating over the next 12 to 24 months.

Ethernet revenues were up significantly in the most recent quarter
ended January 29, 2011, and the company appears to have made some
OEM traction though not as much as originally planned.  The
development of a dedicated direct sales force should be beneficial
as should the company's recent releases of the VCS and other new
product platforms, but it is too early to determine their ultimate
success particularly with data center customers.

The storage area networking business remains the largest and
strongest part of the company generating approximately 70% of
product and service revenue.  The SAN business also likely
contributes the vast majority of operating profit and cash flow
though the company does not break out the data.  While it remains
unclear whether the SAN industry will evolve away from a Fibre
Channel dominated standard to an Ethernet based standard and at
what pace the shift will occur, near term prospects for the
company's Fibre Channel based SAN business continue to be strong
and the roll out of a 16G offering later in the year should re-
assert Brocade's development lead over Cisco, its primary
competitor.

The Ba3 corporate family rating reflects the Brocade's leadership
position within storage area networking and niche position within
the broader data networking market.  Though Brocade is far and
away the strongest player in the SAN market with approximately
2/3rd's market share, the ratings are constrained by the
relatively small scale of the company compared to its main
competitor and as well as the challenges in developing a converged
product portfolio and maintaining market position as the storage
networking market evolves.  The ratings also reflect the debt
incurred as a result of the Foundry acquisition.  Though the
company has made significant paydowns in debt since then, debt to
EBITDA levels are expected to modestly increase over the next
several quarters.  Moody's estimates leverage as of January 29,
2011 quarter end at 2.4-2.5x.

These ratings were affirmed and LGD estimates revised:

* Corporate family rating, Ba3

* Probability of default rating, Ba3

* Senior secured term loan and revolving credit facilities, Ba2,
  LGD3 (to 41% from 46%)

* $300 million senior secured notes due 2018, Ba2, LGD3 (to 41%
  from 46%)

* $300 million senior secured notes due 2020, Ba2, LGD3 (to 41%
  from 46%)

The last rating action for Brocade was January 11, 2010, when
Moody's revised Brocade's outlook to positive.

Brocade is a provider of storage area and data networking
equipment with trailing twelve month revenue as of January 29,
2011, of approximately $2.1 billion.  The company is headquartered
in San Jose, California.


BULK PETROLEUM: Suit v. Mt. Everest Goes to Trial in Dist. Court
----------------------------------------------------------------
District Judge Rudolph T. Randa granted the defendant's motion to
withdraw the reference in the suit, Bulk Petroleum Corporation, v.
Mt. Everest Real Estate Holding Company, LLC, Adv. Pro. No.
10-02671 (Bankr. E.D. Wis.).  At a foreclosure sale, Mt. Everest
was the prevailing bidder for a gasoline station, owned by one of
Bulk Petroleum Corporation's co-debtors, located at 1301 W. Morgan
Avenue, Milwaukee, Wisconsin.  On Dec. 9, 2010, Bulk Petroleum
filed an adversary claim against Mt. Everest seeking to obtain
possession of underground storage tanks and related gasoline
equipment located on the Morgan Avenue property.

Mt. Everest moves to withdraw the reference of the adversary
proceeding from bankruptcy court to the district court.
Mt. Everest asserts its constitutional right to a jury trial on
the adversary claims.

According to Judge Randa, bankruptcy courts can conduct jury
trials with the express consent of the parties, 28 U.S.C. Sec.
157(e), but Mt. Everest insists on a jury trial before an Article
III district judge.  The constitutional right to a jury trial is
sufficient cause to withdraw the reference to the bankruptcy
court.  Matter of Grabill Corp., 967 F.2d 1152, 1158 (7th Cir.
1992).

Judge Randa adopted Bankruptcy Judge Susan V. Kelley's March 1,
2011 discovery deadline.  The District Court will conduct a
telephonic status conference on March 14, 2011 at 1:30 p.m. (CST).
The Court will initiate the call.  The purpose of the conference
will be to set this matter for trial on the Court's calendar.
The Court directed the parties to prepare to discuss the necessity
of dispositive motion practice.

A copy of the District Court's February 16, 2011 decision and
order is available at http://is.gd/nuD3fbfrom Leagle.com.

                       About Bulk Petroleum

Mequon, Wisconsin-based Bulk Petroleum Corp. supplies gasoline to
over 200 gas stations throughout the Midwest.  It buys gasoline
from oil companies and then sells it to individual gas stations.
The company sought Chapter 11 protection (Bankr. E.D. Wis. Case
No. 09-21782) on Feb. 18, 2009.  Jerome R. Kerkman, Esq., at
Kerkman & Dunn in Milwaukee, Wis., assists the company in its
restructuring effort.  The Company estimated $50 million to
$100 million in assets and $50 million to $100 million in debts
when it sought chapter 11 protection.

Bulk Petroleum's debtor-affiliates that filed separate Chapter 11
petitions include Charanjeet Illinois Stations No. 6, Inc.,
Darshan's Wisconsin Stations Eight, LLC, Gurpal Wisconsin
Stations, LLC, Interstate Petroleum Products, Inc., Rakhra
Wisconsin E-Z Go Stations Three, Inc., and Sartaj's Illinois Nine,
LLC.


CABLEVISION SYSTEMS: ClearBridge Discloses 8.63% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ClearBridge Advisors, LLC disclosed that it
beneficially owns 21,203,608 shares of common stock of Cablevision
Systems Corp. representing 8.63% of the shares outstanding.  As of
Feb. 11, 2011, there were 236,562,507 shares of Cablevision NY
Group Class A Common Stock and 54,148,223 Class B Common Stock
outstanding.

                     About Cablevision Systems

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

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

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

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


CAMPUS FOR JEWISH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Campus for Jewish Life
        fdba Young Men's & Young Women's Hebrew Association
             of Raritan Valley
        P.O. Box 282
        Milltown, NJ 08850

Bankruptcy Case No.: 11-14439

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.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/njb11-14439.pdf

The petition was signed by Amanda F. Shechter, co-president.


CAPITAL GROWTH: President, Interim CFO Signs Separation Agreement
-----------------------------------------------------------------
In a regulatory filing Friday, Capital Growth Systems, Inc.,
discloses that George King, who has been the President of Capital
the Company and more recently has served as the Interim Chief
Financial Officer of the Company, entered into a separation
agreement with the Company on Feb. 14, 2011, agreeing to separate
from employment as of that date.  The agreement calls for
continued payment of certain benefits and for payment of severance
contingent upon the effectiveness of a full release of the Company
by Mr. King.  Effectiveness of the release is subject to a 7-day
period from signature, in which he may elect to rescind the
release.  Payment of the severance is contingent upon bankruptcy
court approval.  Mr. King continues to serve on the Company's
board of directors.

Dan Kardatzke is serving as the Company's chief financial officer,
with his appointment effective as of Jan. 6, 2011.  Mr. Kardatzke,
37, joined the Company in February 2007 as the Vice President of
Business Development, and just prior to assuming the role of
Executive Vice President of Corporate Development and Chief
Financial Officer held the position of Senior Vice President of
Corporate Development overseeing M&A, corporate strategy, risk
management and investor relations.  Prior to joining the Company
full-time, Mr. Kardatzke operated as an independent consultant
handling the due diligence on the acquisitions by the Company of
CentrePath, Inc. and Global Capacity Group, Inc. in 2006.

                      About Capital Growth

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.

The U.S. Bankruptcy Court for the District of Delaware entered, on
Jan. 27, 2011, an order approving the sale of substantially all of
the assets of Global Capacity to Pivotal Global Capacity, LLC, or
its subsidiary, GC Pivotal, LLC, an affiliate of Pivotal Group,
Inc.  Pivotal had previously acquired 100% of the secured debt of
Global Capacity.


CAPITOL BANCORP: Dimensional Fund Discloses 4.73% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
it beneficially owns 1,023,243 shares of common stock of Capitol
Bancorp representing 4.73% of the shares outstanding.  As of
October 31, 2010, there were 21,622,856 shares of the Company
outstanding.

                   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 those securities approximated $18.1 million at
June 30, 2010.


CAPRIUS INC: Incurs $1.97-Mil. Net Loss in Dec. 31 Quarter
----------------------------------------------------------
Caprius, Inc., filed its quarterly report on Form 10-Q for the
quarter ended Dec. 31, 2010.  The Company reported a net loss of
$1.97 million on $481,846 of product sales for the quarter ended
Dec. 31, 2010, compared with a net loss of $803,699 on $695,564 of
product sales for the same period in the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.58 million
in total assets, $9.34 million in total liabilities and a
$7.76 million stockholders' deficiency.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?738e

Marcum LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's results for fiscal years ended Sept. 30, 2009 and 2010.
The independent auditors noted that the Company has a working
capital deficiency and has substantial recurring losses from
operations.  In addition, under the terms of the Loan Facility
Agreement with Vintage Capital Group LLC, the Company was obliged
to fulfill certain defined covenants and achieve specific
milestones, including those relating to unit sales and the
relocation of manufacturing.  To date, these aforementioned
covenants and milestones have not been met and the Company has
been put on notice by Vintage of these defaults, Marcum said in
its report attached to the Form 10-K for the fiscal year ended
Sept. 30, 2010.

                        About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.


CARTER'S GROVE: Filed for Bankruptcy to Avert Foreclosure
---------------------------------------------------------
Halsey M. Minor, as trustee for Halsey McLean Revocable Trust,
sent Carter's Grove LLC to Chapter 11 bankruptcy.

Carter's Grove is the company Mr. Minor created for owning a
historic Williamsburg, Virginia -area mansion.  Mr. Minor bought
the Carter's Grove mansion for $15.3 million in 2007, at the
height of the real estate bubble.

Hawes Spencer at The Hook reports that the Chapter 11 filing
thwarted efforts to sell the foreclosed property set on Feb. 15,
2011.

According to the report, Carters Grove has just 10 unsecured
creditors listed with the court, with the largest one being
Dominion Power, which is allegedly owed $18,000.  Other unpaid
creditors include the Newport News Waterworks at $1,400, Tiger
Fuel at $6,338, and architectural paint analyst Natasha Loeblich
whom Minor's filing appears to admit that he owes $5,700.

The Hook relates that Mr. Minor has already been admonished by the
California bankruptcy court for failing to file nine required
documents -- including a list of personal property and a statement
of financial affairs.  Should Minor fail by March 1 to submit the
forms or to sufficiently explain why he needs more time, Judge
Thomas E. Carlson can toss out the bankruptcy filing, thus giving
a green light to the mortgage-holder to relaunch the auction
proceedings.

                    Previous Chapter 11 filings

The Hook says this is not the first time Minor has placed one of
his companies into voluntary bankruptcy proceedings

In September last year, Mr. Minor filed a Chapter 11 bankruptcy
petition for Minor Family Hotels LLC, the company that was
building the stalled Landmark hotel on the Charlottesville
Downtown Mall.  Mr. Minor tried to pool some of his pending court
cases into Virginia bankruptcy court; but the effort failed, and
last month he ended up losing control of the hotel project via
summary judgment in an Atlanta-area courtroom.

                       About Carter's Grove

Mr. Minor filed a Chapter 11 petition for Carter's Grove LLC
(Bankr. N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, and Jones LLP, in
San Francisco, California, serves as counsel to the Debtor.  The
Debtor estimated assets and debts of $10,000,001 to $50,000,000 as
of the Chapter 11 filing.


CASTLETON PLAZA: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Scott Olson at the Indianapolis Business Journal reports that
Castleton Plaza LP, a subsidiary of Indianapolis-based Broadbent
Co., is seeking to reorganize under the protection of bankruptcy
less than a month after a lender filed to foreclose on the
property.

Castleton Plaza, the owner of the Castleton Plaza strip mall in
Indianapolis, disclosed total assets of nearly $7.6 million
including more than $6.8 million in real property, and total debts
of  $10.4 million.

According to the report, the bankruptcy filing, the latest in a
string of legal battles ensnaring Broadbent, follows a foreclosure
request filed January 26 by New York-based German American Capital
Corp. in Marion Superior Court.

German American, a secured creditor, claims Castleton Plaza owes
nearly $8.7 million on the balance of a $9.5 million loan made in
August 2000, as well as $1.1 million in interest.  Additional fees
bring the total to $10.1 million.  The amount owed to German
American includes the vast majority of the nearly $10.4 million
Castleton Plaza lists as liabilities in court filings.  Much of
the remainder of secured claims, $165,000, is owed in unpaid
property taxes dating from 2009.

The largest unsecured creditor, Indianapolis Power & Light Co., is
owed $14,541 in unpaid electric bills dating to November.

                       Third Broadbent Firm

The Indianapolis Business Journal reports that Castleton Plaza is
the third Broadbent subsidiary to seek bankruptcy protection.
White River Investments LP voluntarily filed for Chapter 11 in
October.  And Greenwood Point LP, which owns the Greenwood Point
strip mall across the street from Greenwood Place, filed for
reorganization in January 2010.  That case also is pending in
federal bankruptcy court.

The Indianapolis Business Journal relates that two lawsuits allege
Company President George Broadbent defaulted on loans.  In one of
the suits, Columbus, Ohio-based Huntington National Bank sued
George Broadbent and White River Investments, a partnership that
owns at least part of Clearwater Crossing.  The court granted
Huntington a judgment of $631,580 in December.

The other suit, filed by Pittsburgh-based PNC Bank, said George
Broadbent defaulted on a $1.5 million loan it extended to him in
April 2009.  The court awarded PNC the amount in October.  The
court fights began in August 2009, when Broadbent sued PNC and
Huntington, claiming they were wrongly attempting to restrict
access to a $50 million credit line.

                       About Castleton Plaza

Castleton Plaza, LP, filed for Chapter 11 protection (Bankr. S.D.
Ind. Case No. 11-01444) in Indianapolis, Indiana, on Feb. 16,
2011.  Paul T. Deignan, Esq., at Taft Stettinius & Hollister LLP,
in Indianapolis, serves as counsel to the Debtor.


CATALYST PAPER: Lonestar, et al., Disclose 5.2% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lonestar Partners, L.P., et al., disclosed that they
beneficially own 20,000,000 shares of common stock of Catalyst
Paper Corporation representing 5.2% of the shares outstanding.
The number of outstanding shares of each of the Company's classes
of capital or common stock as of Dec. 31, 2009 was 381,753,490.

                        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.


CATHOLIC CHURCH: Lawyer Accuses Milw. of Hiding $75,000,000
-----------------------------------------------------------
Jeff Anderson, Esq., at Jeff Anderson & Associates, in St.
Paul, Minnesota, has accused the Archdiocese of Milwaukee of
transferring as much as $75,000,000 off its books in an effort
to shield funds from sex abuse settlements, the Journal Sentinel
reports.

Annysa Johnson of the Journal Sentinel says Mr. Anderson implied
that the Archdiocese engaged in a shell game during a creditors
meeting before David W. Asbach, assistant U.S. Trustee for Region
11, on Feb. 11, 2011.  The meeting was the first meeting of
creditors required under Section 341(a) of the Bankruptcy Code in
the Archdiocese's bankruptcy case.

"We have serious questions about what we've seen and heard today,"
Mr. Anderson said after the meeting.  He vowed to depose current
and past bishops, including New York Archbishop Timothy Dolan, in
an effort to get answers, according to the report.

To recall, Mr. Anderson, a lawyer representing certain creditors
in the Archdiocese's bankruptcy case, previously alleged that the
Archdiocese's recently filed schedule of assets and liabilities
and statement of financial affairs are incomplete.

According to the Journal Sentinel report, Mr. Anderson questioned
John J. Marek, the Archdiocese's treasurer and chief financial
officer, about the whereabouts of a $75 million account that last
appeared on the Archdiocese's audited annual financial statements
in 2003 - 2004, and the transfer of a separate $55 million into a
newly created cemetery trust in 2008 -- a year after the Wisconsin
Supreme Court opened the door for victims to sue the Archdiocese
for fraud.

Mr. Marek could not answer questions about the $75 million, and
said that the cemetery funds had previously been in an account
under the control of the Archbishop but had always been "treated
as a trust," reports the Journal Sentinel.

Julie Wolf, a spokeswoman for the Archdiocese, denied Mr.
Anderson's allegations in an e-mail response to questions from the
Journal Sentinel.

"To the contrary, the archdiocese has been liquidating all
nonessential assets for years to help pay for the costs of therapy
and voluntary settlements," the Journal Sentinel quoted Ms. Wolf
as saying.  She added that the $75 million belonged to parishes
and was held by the Archdiocese in an investment account until
2004, after which it "ceased providing such services."

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, believes that the $75 million fund was
returned to the parishes.

Ms. Wolf told the Journal Sentinel that the cemetery trust was
created in 2007 to "formalize the existing trust relationship"
that dated to the early 1900s, citing the Archdiocese's financial
statements.

              Dolan Slams Anderson's Allegations

Archbishop Timothy Dolan of New York, the former archbishop of
Milwaukee and current president of the United States Conference of
Catholic Bishops, blasted Mr. Anderson regarding the allegations
that the Archbishop hid around $130 million in funds to prevent
abuse victims from "being able to hold the archdiocese fully
accountable," Catholic Culture reports.

"I owe it to all of you -- both the Catholic and wider community -
- to be very clear about the ridiculous and groundless gossip
spread about me by a tort lawyer named Jeff Anderson," Archbishop
Dolan was quoted by Catholic Culture as saying.

Catholic Culture also posted this statement from Archbishop Dolan:

I do want you to know that, when I arrived as archbishop, the
financials showed that parishes had $70 million of their
peoples' money on deposit with the archdiocese.  This was not
archdiocesan money at all, but belonged to parishes.  That's
why the finance council, and our outside professional auditors,
advised me that it was inappropriate for the archdiocese to
hold money for parishes, and that it should be returned to the
parishes to which it belonged anyway.  This was done, and
publicly reported in the annual audit.

"The Archdiocese of Milwaukee has issued an enlightening statement
speculating that this lawyer's reckless charges also included
'hiding' the 'cemetery fund,' which, of course, by state law, is
scrupulously protected, and cannot be touched or transferred by
anybody," Archbishop Dolan added.

Joe Zwilling of the New York Archdiocese told WCBS 880 that he
believes that the issue is just something Mr. Anderson said to a
reporter, CBS New York reports.

The New York Archdiocese issued this statement to CBS 2:

Archbishop Dolan would welcome the opportunity to cooperate
with any law enforcement people who are investigating the
matter.  Any allegation that there was an attempt to shield
money is preposterous.  It is simply not true.

"To think . . . like Dolan's got some offshore account in the
Cayman Islands or something, this is just ludicrous," Archbishop
Dolan said after a mass at St. Patrick's Cathedral, Dave Goldiner
of the NY Daily News reports.  Archbishop Dolan also said that he
was "saddened" by the allegations.

"These are terribly irresponsible charges," Archbishop Dolan said.
"Any law enforcement officers want to talk with me, be my guest.
I have nothing to hide," he added.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
Kurtzman Carson Consultants LLC is the Debtor's notice, plan
solicitation, and balloting agent.  The Official Committee of
Unsecured Creditors appointed in the case has tapped Pachulski
Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber,
S.C., as its local counsel.

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

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


CATHOLIC CHURCH: S.R. Schmidt Wants to Seal Docs. in Milw. Case
---------------------------------------------------------------
Steven Richard Schmidt, a creditor in the Archdiocese of
Milwaukee's bankruptcy case, seeks permission from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
file certain documents under seal.

Judge Kelley subsequently acknowledged the receipt of Mr.
Schmidt's proof of claim and its attachment, which was filed under
seal.  Judge Susan V. Kelley also said that a copy of the
attachment is being sent to the Archdiocese's counsel and to the
proposed counsel for the Official Committee of Unsecured
Creditors.  She added that the original copy will remain under
seal with the Court.

              About the Archdiocese of Milwaukee

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

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

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

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.
Kurtzman Carson Consultants LLC is the Debtor's notice, plan
solicitation, and balloting agent.  The Official Committee of
Unsecured Creditors appointed in the case has tapped Pachulski
Stang Ziehl & Jones LLP as counsel and n Howard, Solochek & Weber,
S.C., as its local counsel.

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

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


CATHOLIC CHURCH: St. Francis Oblates Settle 2 Cases for $1.4MM
--------------------------------------------------------------
Two clergy sexual abuse cases filed by Anthony Kramedas and
Christopher Mauro against Oblates of St. Francis de Sales, among
other defendants, were settled out of court for $700,000 each, The
News Journal reports.

The two cases, which were not part of the $77 million settlement
recently reached by the Catholic Diocese of Wilmington, Inc., and
its creditors, alleged that Messrs. Kramedas and Mauro were
molested by Rev. Dennis Killion when they were students at
Salesianum School in Wilmington in the mid-1980s.  The Oblates
runs the Salesianum School and others in Delaware.

The cases were set to go to trial next week in New Castle County
Superior Court, in Delaware, Sean O'Sullivan of the News Journal
says.

Bartholomew J. Dalton, Esq., at Dalton & Associates, P.A., in
Wilmington, Delaware -- bdalton@bdaltonlaw.com -- one of the
attorneys representing Messrs. Kramedas and Mauro, said that they
were pleased with the resolution of the case, but like many
others, were more interested in getting the word out so others
would not suffer the same fate, than they were about the money,
the News Journal reports.

"Without these cases and without these people standing up, safety
measures that have been brought to bear to make children safer
would never have happened," Mr. Dalton is quoted by News Journal
as saying.

                      Oblates' Statement

Rev. James J. Greenfield, OSFS, provincial of the Oblates of St.
Francis de Sales, announced that he authorized, in cooperation
with the order's insurance carriers, the settlement of two claims
brought by men who alleged abuse by one of the priests of his
community.  The claims were brought in the lawsuit Mauro &
Kramedes v. Killion, Oblates of St. Francis de Sales, & Salesianum
School, which was scheduled for trial in the Delaware Superior
Court on February 23.

"The Oblates remain dedicated to healing and reconciliation. The
settlement of these two cases is an important step in that
direction," Fr. Greenfield said.  "Protracted litigation wears on
all involved and is not, in our judgment, the best way to advance
the healing that we are committed to.  Our goals of moving forward
were shared with both Mr. Mauro and Mr. Kramedes, and this helped
to bring us to compromise.  While we are pleased that these cases
are settled, we recognize that healing the pain caused by any sort
of abuse remains a top priority."

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CB HOLDING: Firm Offers $5.2-Mil. for Charlie Brown's Chain
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that an affiliate of Manhattan
private equity firm Praesidian Capital is offering to pay the
owner of Charlie Brown's Steakhouse $5.2 million for its network
of restaurants scattered throughout New York, Pennsylvania and New
Jersey.

                         About CB Holding

New York-based CB Holding Corp. had 20 Charlie Brown's Steakhouse,
12 Bugaboo Creek Steak House, and seven The Office Beer Bar and
Grill restaurants when it filed for bankruptcy protection.  The
Company closed 47 locations before filing for Chapter 11.

Following a bankruptcy auction, CB Holding sold its The Office
restaurant chain to winning bidder Villa Enterprises Ltd. for
$4.68 million.

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

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection on Nov. 17, 2010 (Bankr. D. Del. Case No. 10-13683).
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.

                            *    *    *

According to the Troubled Company Reporter on Feb. 11, 2011, CB
Holding Corp. received an order from Bankruptcy Judge Mary Walrath
Feb. 8 extending the exclusive periods for it to file and secure
support for a Chapter 11 plan.  The exclusive time for the Debtor
to file a plan of reorganization has been extended to June 15.
The Debtor has until August 12 to solicit support for the plan.
The order is without prejudice for a request by the Debtor for
another extension.


CENTAUR LLC: Wins OK for Plan that Cuts Debt to $260 Million
------------------------------------------------------------
Bankruptcy Law360 reports that Centaur LLC received bankruptcy
court approval Friday for its reorganization plan, which will
slash the casino operator's debt by two-thirds to $260 million.

The Plan, as revised, is based on a settlement reached by the
Debtors with the Official Committee of Unsecured Creditors, the
settlement was entered among the Debtors, the Official Committee
of Unsecured Creditors, and Credit Suisse AG, Cayman Islands
Branch, as administrative agent and collateral agent for lenders
that provided first lien revolving credit and term loans
prepetition.

Under the Plan, second-lien lenders are to split $3.4 million in
notes that pay in kind.  Unsecured creditors of Valley View Downs
now will receive the lesser of 50% paid in cash or a share of $1.5
million cash.  Other general unsecured creditors also will have
the lesser of half payment or sharing $650,000 in cash.

A full-text copy of Settlement is available for free
at http://bankrupt.com/misc/CentaurLLC_Settlement.pdf

                         About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.

A group of affiliates led by Valley View Downs, LP, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.

Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.
AlixPartners, LLP, is the claims and notice agent.  Blackstone
Advisory Partners L.P. and Innovation Capital, LLC, serve as
financial advisors to the Debtors.

Attorneys at Blank Rome LLP represent the Official Committee of
Unsecured Creditors.  Lamonica Herbst & Maniscalco and
Flaster/Greenberg P.C. serve as special counsel to the Committee.
Deloitte Financial Advisory Services LLP is the financial advisor
to the Committee.


CHARLES R LIVECCHI: Judge Ninfo Won't Recuse Self
-------------------------------------------------
Bankruptcy Judge John C. Ninfo, II, junked a request to recuse
himself in Charles R. Livecchi, Sr.'s Chapter 7 bankruptcy case.
Mr. Livecchi on Feb. 15, 2011, filed an emergency motion
requesting the immediate recusal of Judge Ninfo and the immediate
stay of all actions and proceedings in the case until new judge is
appointed.  The emergency motion stemmed from the Debtor's failed
to remove Kenneth W. Gordon, Esq., as Mr. Livecchi's Chapter 7
Trustee.  The Debtor argued that his Chapter 11 case was illegally
converted to a Chapter 7 case without cause.  The Debtor also
alleged that "Judge Ninfo has gone as far as to mock and laugh at
the debtor while he continues his retaliatory actions against the
debtor.  It is the debtor's opinion that Judge Ninfo's reckless
mocking of the debtor can be taken one of two ways: (1) Judge
[Ninfo] after retaliating is either so happy due to the profit he
will make off the estate while he illegally strips the debtor of
all of his possessions and assets; or (2) Judge [Ninfo] has a
mental illness for which he should seek medical attention and
should be removed from the bench until he is found competent[;]"

Judge Ninfo explained that the Court is not in any way biased or
prejudiced against Mr. Livecchi.  Among other things, Judge Ninfo
held that none of the Chapter 11 plans proposed by either Mr.
Livecchi or Sherrie Livecchi, his spouse, could have been
confirmed by the Court, including for the reason that they failed
to adequately provide for the payment of a prepetition judgment,
entered on March 31, 2009, in favor of the United States of
America, Department of Housing and Urban Development, for
$962,876.00, plus prejudgment interest for $206,156.00 and costs.

According to Judge Ninfo, Mr. Livecchi does not seem to understand
that it is not the Court, but the U.S. Trustee that oversees the
panel of trustees in the day-to-day administration of the estates
assigned to them.  To the best of the Court's knowledge, the U.S.
Trustee has not taken any action in connection with the Chapter 7
Trustee's administration of the Livecchi case, and it has not
brought a motion to have the Chapter 7 Trustee removed, even
though Mr. Livecchi has advised it on numerous occasions of his
concerns about the Chapter 7 Trustee's actions and inactions.

A copy of Judge Ninfo's Feb. 17, 2011 Feb. 17, 2011 Decision and
Order is available at http://is.gd/vjD6LGfrom Leagle.com.

Mr. Livecchi filed a voluntary Chapter 11 petition (Bankr. W.D.
N.Y. Case No. 09-20897) on April 8, 2009.  On Jan. 21, 2010, the
U.S. Trustee sought Chapter 7 conversion, arguing that Mr.
Livecchi was not pursuing a realistic Chapter 11 plan, because,
although he claimed to own real estate worth more than $3 million,
he was not proposing to sell any of that property to pay his
creditors.  The U.S. Trustee maintained, Mr. Livecchi was
proposing to pay his creditors from speculative recoveries in
certain lawsuits.  On Sept. 21, 2010, Judge John C. Ninfo, II,
granted the U.S. Trustee's request.  Kenneth W. Gordon, Esq., was
appointed as Chapter 7 Trustee.


CHRYSLER LLC: Axed 64 Dealerships Sue U.S. for $130 Million
-----------------------------------------------------------
Bankruptcy Law360 reports that numerous car dealerships that lost
their businesses in the former Chrysler LLC's bankruptcy have
filed a $130 million suit against the U.S., saying the government
ordered it to renege on franchise contracts as part of its bailout
and restructuring deal.

Sixty-four Chrysler dealers across 29 states filed a complaint
Feb. 15 in the U.S. Court of Federal Claims.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CITADEL BROADCASTING: S&P Puts 'BB-' Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating for Las Vegas-based radio broadcaster Citadel
Broadcasting Corp., as well as all related issue-level ratings, on
CreditWatch with negative implications.

The CreditWatch listing follows Citadel's announcement that the
company has entered exclusive negotiations with Cumulus Media Inc.
regarding a potential merger.  Under terms of the proposed
transaction, Cumulus would acquire the company for $37 per share
in cash and stock, which values Citadel at roughly $2.5 billion.
Assuming that Cumulus is able to raise roughly $500 million in new
equity commitments from Crestview Partners LP and Macquarie
Capital Inc., S&P estimates pro forma debt at the consolidated
entity at roughly $2.5 billion, or modestly higher depending on
the final stock election by shareholders.  This includes CMI's
commitment to acquire the remaining 75% equity interest in Cumulus
Media Partners LLC, and existing debt at CMP Susquehanna Radio
Holdings Corp.

Pro forma for the proposed transaction, S&P estimates that lease-
adjusted debt to EBITDA for the consolidated entity would be in
the mid-6x area as of Sept. 30, 2010, which is meaningfully higher
than Citadel's current lease-adjusted leverage of roughly 3.6x as
of the same date.  Despite significantly increased scale,
geographic diversity, and potentially higher pricing power, S&P
believes that the combined entity's increased financial risk
reflects a rating more in line with the 'B' category.

The combination would create a new company with a sizable presence
in both large and midsize markets throughout the U.S. S&P
estimates that pro forma revenues (assuming no major divestitures)
for the combined entity were roughly $1.2 billion as of Sept. 30,
2010, which S&P believes is still moderately below revenues at the
second-largest U.S. radio broadcaster, CBS Corp.

For the 12 months ended Sept. 30, 2010, Citadel converted a
healthy 42.4% of EBITDA to discretionary cash flow.  S&P estimates
that the combined entity would have modestly higher EBITDA margins
than Citadel's current margins of 30.9% as of Sept. 30, 2010, not
including the potential benefit of cost-cutting initiatives.
Still, due to a significantly higher debt burden and a likely
increased cost of debt, S&P believes that conversion of EBITDA to
discretionary cash flow at the combined entity would decline.

The negative CreditWatch listing reflects the potential for a
downgrade if the proposed transaction is completed, due to the
resulting higher debt leverage and decreased financial
flexibility.  In completing the CreditWatch review, S&P will
continue to monitor negotiations and review the terms of a
potential transaction, placing significant emphasis on the pro
forma capital structure, liquidity, and financial policy of the
combined entity.


CLARENDON ALUMINA: Fitch Affirms 'B-' Issuer Default Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Clarendon Alumina Production Limited's
foreign and local currency Issuer Default Ratings at 'B-'.  The
Rating Outlook is Stable.  Fitch has also affirmed CAP's
US$200 million 8.5% unsecured notes due November 2021 at 'B-/RR4'.
The notes continue to be supported by an explicit unconditional
and irrevocable guarantee by the Government of Jamaica for the
timely payment of interest and principal.

CAP's ratings are directly linked to the GoJ.  CAP is 100% owned
by the GoJ and is the holding company for its 45% ownership in a
joint venture with a subsidiary of Alcoa called Jamalco, which is
a bauxite mining and alumina refining operation in Jamaica.
Jamalco is an unincorporated joint-venture association that
involves the proportionate sharing of production costs and the
alumina output of the Clarendon Alumina Refinery.  CAR's current
production rate is about 1.36 million tons per year.

As a result of unfavorable long-term contracts, CAP generated
negative EBITDA of US$21 million during fiscal year 2010 and has
exhibited negative EBITDA since 2007.  Fiscal year 2010 revenues
of US$126 million were based on total alumina sales of 642,120
tons.  This reflected a 4.6% decline on fiscal year 2009 revenues
of US$132 million based on total alumina sales of 653,000 tons.
CAP is obliged to fund its share of running and operating expenses
at CAR, and it would be unable to meet these obligations without
support from the GoJ.

The GoJ guaranteed approximately 86% of CAP's total debt as of the
fiscal year end March 31, 2010.  CAP is unable to meet its debt
commitments on a standalone basis and requires grants from the GoJ
to service these obligations.  CAP received US$107.4 million in
grants from the GoJ during fiscal year 2010.  These grants ensure
that CAP is able to perform to the level required to meet its
supply agreement obligations with customers.

The GoJ announced in 2009 that it is seeking to sell its 45% stake
in Jamalco, and Fitch understands that this process is ongoing.
Fitch notes that Alcoa has a right of first refusal on buying the
shares, and could possibly end up with 100% ownership of Jamalco
if it chooses to exercise this option.  CAP's future rating
actions are directly linked to Fitch's actions taken on Jamaica.
If Fitch were to further downgrade the ratings on the sovereign
due to concerns regarding macroeconomic pressures, or upgrade the
ratings due to liquidity improvement, then CAP's ratings would
also mirror this action.  This rating linkage will continue as
long as the company remains 100% owned by the GoJ.


CMP SUSQUEHANNA: S&P Puts 'B-' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Atlanta, Ga.-based radio broadcaster CMP
Susquehanna Radio Holdings Corp., as well as all related issue-
level ratings, on CreditWatch with positive implications.

The CreditWatch placement follows Cumulus' announcement that it
has entered into exclusive negotiations to acquire Citadel
Broadcasting Corp. On Jan. 31, 2011, Cumulus announced that it
entered into a definitive agreement to acquire the remaining 75%
equity interest in Cumulus Media Partners LLC that it did not
already own.  Cumulus Media Partners LLC is the ultimate parent
company of rated CMP Susquehanna Radio Holdings Corp.

The combination would create a new company with a sizable presence
in both large and midsize markets throughout the U.S. The
combination would also provide Cumulus with improved geographic
diversity, increased scale, and potentially higher pricing power.
The acquisition of Citadel would require a complete
recapitalization of the three companies and would be funded by
roughly $2.5 billion of debt and up to $500 million in new equity.
Crestview Partners L.P. and Macquarie Capital Inc. are expected to
contribute the majority of the equity.  The combined company would
have pro forma debt leverage in the mid-6x area as of Sept. 30,
2010, before potential cost savings.  If the transaction is
completed as currently envisioned, it would lower CMP's and
Cumulus' overall debt leverage.  As of Sept. 30, 2010, CMP's debt
leverage was very high at 9.1x.

S&P could raise the rating if Cumulus succeeds in acquiring
Citadel.  In completing S&P's CreditWatch review, S&P will
evaluate the terms of the capital structure of the combined
entity, as well as its business and financial strategies.  If all
of the debt at CMP Susquehanna is repaid, S&P will withdraw its
ratings on this entity.


CORUS BANKSHARES: Voting Deadline Extended Until Feb. 25
--------------------------------------------------------
Corus Bankshares, Inc., notified the U.S. Bankruptcy Court for the
Northern District of Illinois that it has extended the voting
deadline to Feb. 25, 2011, at 5:00 p.m. (prevailing Central Time)
for its liquidating chapter 11 plan.  The Debtor has also extended
the objection deadline to Feb. 25, at 11:59 p.m.

As reported in the Troubled Company Reporter on Jan. 11, creditors
were given until Feb. 7 to accept or reject the plan.  The Debtor
scheduled a March 2 confirmation hearing.

Under the Plan, the Debtor projects that unsecured creditors and
holders of TOPrS will recover something between 4.5% and 47.6% of
the face amount of their claims if its liquidating plan takes
effect.  The plan proposes that on its Effective Date, all of the
Debtor's assets will be transferred to and vest in New Corus.  The
Plan provides for the appointment of Andrew Scruton of FTI
Consulting, Inc., as the Plan Administrator and U.S. Bank, N.A.,
Wilmington Trust Company and Wells Fargo Bank, N.A. as the members
of the Plan Committee to oversee the activities of New Corus.  The
Plan Administrator, supervised by the Plan Committee, will be
responsible for administering New Corus as set forth under the
Plan, including monetizing all of New Corus' assets, resolving all
Claims, pursuing all Causes of Action and distributing Net Free
Cash and Residual Net Free Cash to creditors.

                   About Corus Bankshares, Inc.

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection on (Bankr. N.D. Ill.
Case No. 10-26881) June 15, 2010.  Kirkland & Ellis LLP's
James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey
W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel.
Kinetic Advisors is the Company's restructuring advisor.  Plante &
Moran is the Company's auditor and accountant.  Kilpatrick
Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and
Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld,
Esq., and Nicholas M. Miller, Esq., represent the official
committee of unsecured creditors.  As of June 15, 2010, the
Company disclosed $314,145,828 in assets and $532,938,418 in
liabilities.


CRESTRIDGE ESTATES: Court to Consider Case Dismissal on March 3
---------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on March 2,
2011, at 10:30 a.m., to consider the request to dismiss or convert
Crestridge Estates, L.L.C.'s Chapter 11 case.

The U.S. Trustee for Region 16 renewed its motion to dismiss or
convert the Debtor's case to one under Chapter 7 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on June 7, 2010, the
U.S. Trustee for Region 16 has withdrawn the motion to dismiss
or convert the Debtor's case.  The U.S. Trustee sought for the
dismissal or conversion of the Debtor's case to one under Chapter
7 explaining that the Debtor: (i) has not complied with any of the
requirements set forth in the U.S. Trustee's notice of
requirements; and ii) failed to appear at its scheduled initial
debtor interview.

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  The Company estimated assets and
debts at $10 million to $50 million.  The Company's affiliate, 468
Ashton LLC, filed a separate Chapter 11 petition on August 29,
2008 (Case No. 08-15323).  The Debtor is represented by David B.
Golubchik, Esq., and Lindsey L. Smith, Esq., at Levene, Neale,
Bender, Rankin & Brill L.L.P., in Los Angeles, California.


CUMULUS MEDIA: Dimensional Fund Discloses 7.73% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
it beneficially owns 2,751,298 shares of Cumulus Media Inc Class A
common stock representing 7.73% of the shares outstanding.  As of
Oct. 26, 2010, the Company had 42,030,355 outstanding shares of
common stock consisting of (i) 35,576,293 shares of Class A Common
Stock; (ii) 5,809,191 shares of Class B Common Stock; and (iii)
644,871 shares of Class C Common Stock.

                        About Cumulus Media

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

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

                           *     *     *

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating from Moody's Investors Service.

Moody's said early this month that it won't change ratings upon
the purchase of Cumulus Media of CMP.  According to Moody's, there
is no operational nor immediate credit impact upon closing of the
acquisition.  Cumulus has operated CMP's radio stations since it
was formed in 2006 so there are no meaningful changes to
operations, Moody's related.

Standard & Poor's Ratings Services revised its rating outlook on
Cumulus Media Inc. to positive from stable.  All ratings on the
company, including the 'B-' corporate credit rating, were
affirmed.

"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.


CUMULUS MEDIA: Citadel Deal Cues Moody's Review for Upgrade
-----------------------------------------------------------
Moody's placed the ratings of Cumulus Media, Inc., on review for a
possible upgrade following the announced terms of the proposed
acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by
Cumulus.  Moody's believes that the potential for lower leverage,
synergies and favorable diversification from the proposed
acquisition improves the financial profile of the company.  The
acquisition terms include a $500 million equity infusion, and
Moody's expects Cumulus's Moody's adjusted debt/EBITDA leverage
will decrease by more than 1 turn, from leverage of 7.6x at LTM
9/30/2010 (including Moody's standard adjustments).

Cumulus plans to acquire Citadel's 225 radio stations in over 50
markets and also the Citadel Media business, which is among the
largest radio networks in the US.  After giving effect to the
proposed acquisition, Cumulus would operate approximately 570
radio stations, and would be well-diversified given the
combination of Cumulus, CMP Susquehanna, and Citadel stations
across 120 markets nationally.  The approximate $1.8 billion
purchase price will be financed by a combination of $500 million
in equity financing from Crestview Partners and Macquarie Capital,
and the assumption of about $770 million in outstanding Citadel
debt, which is expected to be repaid.

On Review for Possible Upgrade:

Issuer: Cumulus Media Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Caa1/LGD 3-34%

Outlook Actions:

Issuer: Cumulus Media Inc.

  -- Outlook, Changed to Rating Under Review From Stable

The review of Cumulus's ratings will focus on improvements in
performance of the combined broadcasters (including the recent
assimilation of CMP Susquehanna) following the addition of
numerous markets in addition to the Company's expected
deleveraging.

Moody's most recent rating action for Cumulus was on April 28,
2010.  At that time Moody's affirmed affirmed Cumulus Media Inc.'s
Caa1 Corporate Family Rating, Caa2 Probability-of-Default Rating
and Caa1 Senior Secured Bank Debt ratings.

In addition, on January 31, 2011, Cumulus entered into an
agreement to acquire the remaining equity interests of its private
affiliate Cumulus Media Partners, LLC, that the Company did not
own.

Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of
the nation's largest radio broadcasting companies, operating 350
radio stations in 65 markets.  The company reported LTM 9/30/10
revenues of approximately $263 million.


CUMULUS MEDIA: S&P Puts 'B-' Rating on CreditWatch Positive
-----------------------------------------------------------
On Feb. 18, 2011, Standard & Poor's Ratings Services placed its
'B-' corporate credit rating for Atlanta, Ga.-based radio
broadcaster Cumulus Media Inc., as well as all related issue-level
ratings, on CreditWatch with positive implications.

The CreditWatch placement follows Cumulus' announcement that it
has entered into exclusive negotiations to acquire Citadel
Broadcasting Corp.  On Jan. 31, 2011, Cumulus announced that it
entered into a definitive agreement to acquire the remaining 75%
equity interest in Cumulus Media Partners LLC that it did not
already own.  Cumulus Media Partners LLC is the ultimate parent
company of rated CMP Susquehanna Radio Holdings Corp.

The combination would create a new company with a sizable presence
in both large and midsize markets throughout the U.S. The
combination would also provide Cumulus with improved geographic
diversity, increased scale, and potentially higher pricing power.
The acquisition of Citadel would require a complete
recapitalization of the three companies and would be funded by
roughly $2.5 billion of debt and up to $500 million in new equity.
Crestview Partners L.P. and Macquarie Capital Inc. are expected to
contribute the majority of the equity.  The combined company would
have pro forma debt leverage in the mid-6x area as of Sept. 30,
2010, before potential cost savings.  If the transaction is
completed as currently envisioned, it would lower Cumulus' overall
debt leverage and alleviate S&P's concerns about covenant
compliance.  As of Sept. 30, 2010, Cumulus' debt leverage, per the
credit agreement calculation, was 7.4x.

S&P could raise the rating if Cumulus succeeds in acquiring
Citadel.  In completing the CreditWatch review, S&P will review
the terms of the capital structure of the combined entity, as well
as its business and financial strategies.


DINEEQUITY INC: Loan Repricing Won't Affect Moody's 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service stated that the ratings and rating
outlook for DineEquity, Inc., will not be affected by the
company's announcement that it will re-price its existing bank
term loan.  This includes the company's B2 Corporate Family and
Probability of default ratings, Ba2 senior secured bank ratings,
and B3 senior unsecured note rating.  The outlook is stable.
Despite the anticipated interest expense savings from the re-
pricing that will likely have a positive impact on interest
coverage over time, leverage is expected to remain high.

The most recent rating action on DineEquity occurred on
September 22, 2010, when Moody's assigned initial ratings to the
company-- Corporate Family and Probability of Default rating of
B2, senior secured bank ratings of Ba2, senior unsecured note
rating of B3, and a stable outlook.

DineEquity, owns, operates, and franchises, approximately 3,477
casual dining restaurants under the brand names International
House of Pancakes and Applebee's Neighborhood Grill & Bar.  Annual
revenues are approximately $1.4 billion.


DISH NETWORK: No Longer Owns Any Securities of Loral Space
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, DISH Network Corporation disclosed that it
does not beneficially own any shares of Loral Space &
Communications Inc.

As reported in a Schedule 13G filed by EchoStar Communications
Corporation n/k/a DISH Network Corporation, with the SEC on
Dec. 19, 2005, DISH beneficially owned an aggregate of 1,350,532
shares of voting common stock of Loral Space & Communications Inc.
as of the time of that filing, including Shares issued to DISH on
Dec. 9, 2005 in connection with the Fourth Amended Joint Plan of
Reorganization under Chapter 11 of the United States Bankruptcy
Code, as modified, of Loral Space & Communications Ltd. and
certain of its subsidiaries.  DISH also received an aggregate of
122,163 Shares that were distributed subsequently from time to
time under the Plan in connection with the resolution of certain
remaining claims against Old Loral.
Effective January 1, 2008, DISH completed its distribution to
EchoStar Corporation of its digital set-top box business and
certain infrastructure and other assets, including certain of its
satellites, uplink and satellite transmission assets, real estate
and other assets and related liabilities.  Since the Spin-off,
DISH and EchoStar have operated as separate publicly-traded
companies and neither entity has any ownership interest in the
other.  A substantial majority of the voting power of the shares
of DISH and EchoStar is owned beneficially by Charles W. Ergen or
by certain trusts established by Mr. Ergen for the benefit of his
family.  All Shares of the Company previously held by DISH were
transferred to EchoStar in connection with and as a result of the
Spin-off, with DISH beneficially owning no Share of the Company.

Charles W. Ergen disclosed that he beneficially owns 1,529,073
shares of common stock of the Company representing 7.38% of the
shares outstanding based on 20,730,059 Shares outstanding as of
October 29, 2010, as reported in the Quarterly Report on Form 10-Q
for the quarterly period ended Sept. 30, 2010 filed by the Company
with the Securities and Exchange Commission on Nov. 4, 2010.

                        About DISH Network

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

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

                           *     *     *

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

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


DOCTORS' HOSPITAL: Seek 120 Days to Present Chapter 11 Plan
-----------------------------------------------------------
Jenny Peterson at New Orleans CityBusiness reports that Doctors'
Hospital of Slidell is presenting its reorganization plan before
Judge Elizabeth Magner of the U.S. Eastern District of Louisiana
in 120 days.

According to the report, the hospital owes Capital One Bank
$3.9 million.  Other outstanding debts from various companies --
ranging from accounting firms to medical supply companies -- total
$392,602.  Businesses with the largest outstanding invoices
include GE Healthcare Financial Services, $90,360; Stryker
Endoscopy of Chicago, $51,092; Philips Medical Systems, $29,072
and Slidell Memorial Hospital, $17,211.

CityBusiness relates that Patients' outstanding debts to the
hospital total more than $2 million, and two physicians -- Drs.
Diana Gillmore and Peter Hertzak -- owe the hospital $145,739.
Mr. Hertzak owes the bulk of that amount, $136,908.

Based in Slidel, Louisiana, Doctors' Hospital of Slidell LLC filed
for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 11-
10140) on Jan. 17, 2011.  Judge Elizabeth W. Magner presides over
the case.  Catherine Steffes, Esq., at Steffes Vingiello &
McKenzie, represents the Debtor in the case.  The Debtor estimated
assets and debts of between $1 million and $10 million in its
petition.


DP FOREST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DP Forest Products,Inc.
        fka Lodge Log Homes, Inc.
        fka Balbach Logging, Inc.
        fka Treasure Valley Forest Products, LLC
        7789 S Federal Way
        Boise, ID 83706

Bankruptcy Case No.: 11-00382

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: D. Blair Clark, Esq.
                  LAW OFFICES OF D. BLAIR CLARK PLLC
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  E-mail: dbc@dbclarklaw.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/idb11-00382.pdf

The petition was signed by Dan Balbach, president.


DYNEGY INC: Icahn Merger Deal Terminated; CEO et al. to Resign
--------------------------------------------------------------
Dynegy Inc. said Monday that Bruce A. Williamson will resign as
President and Chief Executive Officer of the Company, effective
March 11, 2011, pursuant to a mutual agreement with the Board of
Directors.

Mr. Williamson has also resigned as a director and Chairman of the
Board, effective immediately. David Biegler, currently an
independent Dynegy director, has been appointed interim President
and Chief Executive Officer following the departure of Mr.
Williamson, and Patricia A. Hammick, previously Lead Director of
Dynegy, now serves as Chairman of the Board.

Dynegy also said that effective March 11, 2011, Holli Nichols will
resign as Executive Vice President and Chief Financial Officer, to
accept an opportunity at another company.  Charles C. Cook,
Dynegy's Executive Vice President, Commercial Operations and
Market Analytics, will serve as interim CFO following the
departure of Ms. Nichols.

                Dynegy Terminates Icahn Merger Deal

An insufficient number of shares were tendered in response to the
Icahn Enterprises L.P. (NYSE: IEP) tender offer, and as a result
the merger agreement with an affiliate of IEP automatically
terminated as of 5:00 p.m. (Eastern time) on Feb. 18, 2011.

Carl Icahn offered $5.50 a share, or $665 million, to acquire the
Company.

On Feb. 18, Dynegy said it was extending the date for stockholders
to provide notice of their intention to nominate directors for
election at the 2011 Annual Meeting of Dynegy Stockholders from
the close of business, Houston time, on Feb. 20 to the close of
business, Houston time, on March 4.

                           Board Changes

According to Dynegy's statement on Monday, recognizing the desire
of the stockholders to pursue a different path, the five remaining
directors do not intend to stand for reelection at the Company's
upcoming annual meeting, anticipated to be held in June 2011.

Dynegy's Board has met with and offered a Seneca Capital nominee a
position as a director of Dynegy.  Dynegy has also contacted Icahn
Associates to discuss appointing a Carl Icahn designee to the
Board.  The Board's Nominating Committee is expected to consist of
new directors and will begin identifying qualified director
nominees to be appointed as soon as possible and to stand for
election at the Company's annual meeting.

"Bruce has guided Dynegy through numerous challenges over his
eight year tenure, including stabilizing the Company at a time of
great uncertainty, reducing the Company's outstanding debt by more
than $10 billion, implementing a comprehensive program to reduce
environmental emissions from the Midwest coal fleet and setting a
new strategic direction by focusing on the electric generation
business while exiting unrelated lines of business," said Patricia
A. Hammick, Dynegy's new Chairman. "Holli has been a valuable
member of the executive team and has also made several important
contributions to the Company. Throughout the leadership
transition, we will continue to take appropriate actions to
position the Company for the future."

Ms. Hammick also said, "Through these actions, the Board is
positioning Dynegy for a new management and Board structure as
soon as prudent. We are open to stockholder suggestions as to
additional independent directors. Dynegy will not expend any
further resources in responding to the Seneca Capital consent
solicitation, if Seneca chooses to pursue it. While all current
directors intend to remain fully engaged in their duties through
the 2011 Dynegy annual meeting, we expect the new members of the
Board to take the lead in defining the future composition of the
Board and in selecting a new chief executive officer."

         Dynegy Amends Stockholder Protection Rights Plan

Dynegy also said Monday that its Board has amended the Stockholder
Protection Rights Plan announced on Nov. 23, 2010, which declared
a dividend of one stock purchase right for each share of common
stock held by stockholders of record as of the close of business
on December 2, 2010.  The amendment increases from 10% to 20% the
level of beneficial ownership of Dynegy shares that triggers
adverse consequences under the Rights Plan.  All other terms of
the plan remain unchanged, including that the Rights Plan will
expire unless approved by Dynegy stockholders at the next annual
meeting.

                  Cost Reduction Program, et al.

Dynegy has been implementing a number of initiatives to respond to
the current environment.  Consistent with those initiatives, on
Feb. 3, 2011, Dynegy implemented a significant cost reduction
program, including the elimination of 135 positions across all of
the Company's functional and geographic areas.  Labor and non-
labor annual savings of $50 million are expected to result from
the cost reduction program and this level of savings is consistent
with the prior forecasts publicly provided by Dynegy.

Patricia A. Hammick, 64, is the former Senior Vice President,
Strategy and Communications for Columbia Energy Group. She
previously served as an adjunct Professor at George Washington
University's Graduate School of Political Management and as Chief
Operations Officer of the National Gas Supply Association. Ms.
Hammick is a Director of Consol Energy, Inc. and SNC-Lavalin
Group, Inc. A Dynegy Director since 2003, Hammick was elected Lead
Director in May 2004.

David W. Biegler, 64, is the Chairman and Chief Executive Officer
of Southcross Energy, LLC. He previously served as Chairman of
Regency Gas Services, LLC.; Vice Chairman, President and Chief
Operating Officer of TXU Corp. and Chairman, President and Chief
Executive Officer of ENSERCH Corp. Mr. Biegler serves as a
Director of Trinity Industries, Inc.; Austin Industries, Inc.;
Southwest Airlines Co.; Animal Health International, Inc. and
Children's Medical Center. Mr. Biegler has served as a Dynegy
Director since 2003.

Charles C. Cook, 46, has served as Dynegy's Executive Vice
President, Commercial Operations and Market Analytics, where he is
responsible for Dynegy's commercial and asset management functions
related to the company's power generation assets. Mr. Cook joined
Dynegy's predecessor Destec Energy, Inc. in 1991. When that
company was acquired by Dynegy, Mr. Cook joined the Treasury
group. He has held positions of increasing responsibility
including Vice President; Vice President and Assistant Treasurer;
Senior Vice President and Treasurer; and Senior Vice President of
Strategic Planning, Corporate Business Development and Treasurer.

                        About Dynegy Inc.

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

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

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

                           *     *     *

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

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

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


E-BRANDS RESTAURANTS: To Auction New Equity on Feb. 23
------------------------------------------------------
Anjali Fluker, staff writer at the Orlando Business Journal,
reports that E-Brands Restaurants LLC said it is putting its
equity as a reorganized entity on the bankruptcy auction block on
Feb. 23, 2011.  Initial bids on the firm's equity start at $1.75
million.

The move is an effort to keep the Company operating.

Based in Orlando, Florida, E-Brands Restaurants LLC fka E-Brands
Acquisition LLC filed for Chapter 11 bankruptcy protection on July
30, 2010 (Bankr. M.D. Fla. Case No. 10-18282).  Judge K. Rodney
May presides the case.  Richard C. Prosser, Esq., at Stichter,
Riedel, Blain & Prosser PA represents the Debtor.  In its petition
the Debtor estimated Assets of between $500,000 and $1 million,
and debts of between $10 million and $50 million.


ECHO TRAILER: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Echo Trailer Park, LLC
        1322 S. Mojave Road
        Las Vegas, NV 89104

Bankruptcy Case No.: 11-12247

Chapter 11 Petition Date: February 18, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: David Mincin, Esq.
                  LAW OFFICES OF RICHARD MCKNIGHT, P.C.
                  330 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  E-mail: dmincin@lawlasvegas.com

Scheduled Assets: $2,829,433

Scheduled Debts: $2,662,397

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-12247.pdf

The petition was signed by Peyman Masachi, managing member.


ELITE PHARMACEUTICALS: Reports $5.93-Mil. Net Income in Q3
----------------------------------------------------------
Elite Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting net income attributable to common shareholders of
$5.93 million on $1.23 million of total revenue for the three
months ended Dec. 31, 2010, compared with a net loss attributable
to common shareholders of $9.59 million on $917,383 of total
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities and $6.57 million in total stockholders' deficit.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?738f

                    About Elite Pharmaceuticals

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

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

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


FAMILY FIRST: Security Service Acquires Credit Union
----------------------------------------------------
The Daily Herald reports that Family First Credit Union has been
purchased by Security Service Federal Credit Union of San Antonio.

According to the Daily Herald, the National Credit Union
Administration assumed control of Orem-based Family First in
July 2010 to ensure credit union members experienced no
interruption in service.  This is the second federally insured
credit union liquidation in 2011, the Daily Herald discloses.

The Daily Herald notes that in addition to Orem, Security Service
adds Family First locations in Pleasant Grove, Springville,
American Fork, Payson and Lindon, to its network of service
centers in Texas, Colorado and Utah.  Member accounts will remain
insured by the NCUA up to $250,000, Daily Herald says.

"We are confident this acquisition will bring about positive
changes for the Family First membership," the Daily Herald quotes
David Reynolds, SSFCU president and CEO, as saying.  "We are
committed to providing our new members in Utah with the Security
Service tradition of superior service, affordable products and
attractive rates for deposits and loans that will help them meet
all their financial needs."

Security Service Federal Credit Union is headquartered in San
Antonio, Texas, and operates 64 service centers in Texas, Colorado
and Utah.  The addition of Family First Federal Credit Union adds
to Security Service's more than 800,000 members and more than $6
billion in assets.


FIRST METALS: Executes Deal for Sale of Heavy Equipment
-------------------------------------------------------
First Metals Inc disclosed that pursuant to its ongoing
restructuring process that it has executed an agreement for the
disposition of certain of its heavy equipment for total cash
proceeds of $1,100,000.  The completion of the sale, which is to
be made through a receiver being appointed by the Corporation's
secured creditors, is expected to close upon completion of certain
regulatory procedures in the Province of Quebec associated with
the restructuring process.

First Metals Inc. is a resource company with two main Zinc-Copper
deposits, Fabie Bay and Magusi River.  Fabie Bay was producing
until December 2008 when production was suspended.  The company
filed a proposal under Part III of the Bankruptcy and Insolvency
Act in April 2009.  The company received approval for is proposal
under Part III of the Bankruptcy and Insolvency Act in June 2009.

Richard Williams and Jay Richardson who had held their respective
positions of President-CEO and Secretary-Treasurer since July 22nd
2008, were terminated by the board effective January 8th, 2010.
Michael Churchill was installed by the board January 8th, 2010 as
President and CEO with a specific mandate to assess and report on
the financial and operational status of FMA, formulate a new
operational and reorganization plan, and then implement the plan.


FORD MOTOR: State Street Discloses 11.1% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, State Street Corporation disclosed that it
beneficially owns 398,090,370 shares of common stock of Ford Motor
Company representing 11.1% of the shares outstanding.  State
Street Bank and Trust Company also owns 334,533,852 shares of
common stock or 9.4% equity stake.  As of Oct. 29, 2010, the
Company had outstanding 3,401,803,026 shares of Common Stock and
70,852,076 shares of Class B Stock.

                          About Ford Motor

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

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

                           *     *     *

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

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


FRONTPOINT PARTNERS: Investors Redeem $500M from Liquidated Fund
----------------------------------------------------------------
Paula Schaap at HedgeFund.net reports that FrontPoint Partners has
received redemption requests for $500 million so far this year,
after it liquidated a healthcare fund linked to an insider trading
investigation.

HedgeFund.net, citing unnamed sources, relates that the latest
round of first quarter redemptions will bring the firm's assets
under management to about US$4.5 billion.  Requests for
redemptions this quarter were due by Feb. 15.

Besides the liquidation of the healthcare fund, FrontPoint had
about another $1.5 billion in redemption requests in the fourth
quarter of last year.

As reported in the Troubled Company Reporter on Nov. 22, 2010, the
New York Times said that hedge fund FrontPoint Partners will
liquidate its $1.5 billion health care fund in the wake of
allegations that Joseph Skowron, manager at the firm, received
insider information from French doctor Yves Benhamou, a person
familiar with the matter said.

The NY Times said the fund has been hit with a number of
redemption requests following federal criminal and civil charges
that were filed against the doctor on Nov. 2, 2010.  Court
documents allege that Dr. Benhamou passed sensitive information
about a clinical drug trial for a hepatitis drug to Mr. Skowron,
co-manager of FrontPoint's health care funds.  FrontPoint has not
been charged with wrongdoing.

The NY Times said a New York judge held Dr. Benhamou in lieu of
$3 million bail.  Dr. Benhamou is accused of leaking information
from roughly November 2007 to January 2008 while he worked on a
steering committee that oversaw the clinical trial of a hepatitis-
C drug for Human Genome Science.  At that time, he was consulting
for hedge funds and other investors who traded stocks in the
health care sector.  During that period, Dr. Benhamou repeatedly
communicated updates to Mr. Skowron, prompting the portfolio
manager to order the sell-off of six million shares of Human
Genome Sciences, a biopharmaceutical company, according to
the complaints.

FrontPoint Partners manages about $7 billion in assets.


GALP CNA: 3 Affiliates File Separate Plans of Reorganization
------------------------------------------------------------
GALP Cypress Limited Partnership, Wentwood Woodside I, L.P., and
Wentwood Roundhill I, L.P., have filed separate plans of
reorganization and disclosure statements with the U.S. Bankruptcy
Court for the Southern District of Texas.

Copies of the Debtors' disclosure statements are available for
free at:

     http://bankrupt.com/misc/GALPCNA_GALPCypress_DS.pdf
     http://bankrupt.com/misc/GALPCNA_WentwoodDS.pdf
     http://bankrupt.com/misc/GALPCNA_WentwoodRoundhill_DS.pdf

The Debtors are in the process of arranging to fund their plans
out of (i) new equity, and (ii) collection of related party
receivables.  Under their plans, claims of attorneys and other
professionals, taxiing authorities, governmental units will be
paid in cash in full.

Under the Debtors' plans, holders of claims secured by a
mechanic's and materialmen's lien will be paid in full.  Holders
of claims not secured by a lien or security interest each will be
paid 20% of its allowed claim, in cash.  Holders of allowed,
unsecured claims of $1,000 or less, and in excess of $1,000 will
receive 70% of the amount of its claim, in cash.  Allowed equity
interest holders will retain interest held.

                        GALP Cypress' Plan

Under GALP Cypress' Plan, GALP Cypress will pay $537,000 to
Centrum Financial Services, Inc., settling with Centrum the
current arrearage of back interest on Centrum's claim.  The excess
amount of the payment to Centrum will be applied to the arrearage
of back interest on Equity Funding LLC's claim.  Commencing on the
effective date, the post-confirmation fixed interest rate will be
set at 9% per annum, with term extended through December 2013,
with prepayment permitted.

GALP Cypress will pay off the $1.5 million principal balance on
Equity Funding LLC's secured first lien claim as follows: (i) on
March 31, 2011, $500,000 will be paid to Equity Funding, pursuant
to instructions provided by Equity Funding; and (ii) within one
business day after the effective date or when the claim is allowed
or ordered paid by final court order, whichever date is later,
$1 million will be paid to Equity Funding.  Equity will apply the
excess amount of the $537,000 payment made to Centrum Financial
Services, Inc., settling with Equity Funding the arrearage of back
interest on Equity Funding.

Creditors with claims not secured by a lien or security interest
and not subject to setoff will retain their claims, in their full
amounts against GALP Cypress.

  Source of Funds:
  ----------------
  New Equity (from cash calls):                   $3,054,584.24
  Related Party Receivables:                        $166,000.00
  Ch. 11 Prepetition Retainer ($9,000)                $3,904.85
                                                   ------------
                                                  $3,224,489.09

  Use of Funds:
  -------------
  Class 1 Creditors (Professionals):                  $3,900.00
  Class 2 (Taxing Authorities):                   $1,072,599.31
  Class 4 and 5 (Centrum/Equity Funding):         $1,609,599.31
  Class 7 (General Unsecured):                      $100,013.62
   (20% of face)
  Class 8 ($1,000 or less Unsecured):                $10,976.16
   (70% of face)
                                                  -------------
                                                  $3,224,489.09

                     Wentwood Woodside's Plan

Under Wentwood Woodside's Plan, Wentwood Woodside will pay
$538,000 to Centrum Financial Services, Inc., pursuant to payment
instructions provided by Centrum, settling with Centrum the
arrearage of back interest on Centrum's claim.

Creditors with claims secured by a junior lien or security
interest will retain its junior lien position.

  Source of Funds:
  ----------------
  New Equity (from cash calls):                   $1,122,541.08
  Related Party Receivables:                        $541,000.00
  Ch. 11 Prepetition Retainer ($9,000):               $4,017.01
                                              -----------------
                                                  $1,667,558.09

  Use of Funds:
  -------------
  Class 1 Creditors (Professionals):                  $4,000.00
  Class 2 (Taxing Authorities):                   $1,086,730.96
  Class 4 (Centrum):                                $538,000.00
  Class 7 (General Unsecured):                       $33,423.50
   (20% of face)
  Class 8 ($1,000 or Less Unsecured):                 $5,403.64
   (70% of face)
                                        -----------------------
                                                  $1,667,558.09

Wentwood Roundhill's Plan

  Source of Funds:
  ----------------
  New Equity (from cash calls):                   $2,014,119.98
  Related Party Receivables:                         $67,560.00
  Ch. 11 Prepetition Retainer ($9,000)                $4,079.53
                                                 --------------
                                                  $2,085,759.51

  Use of Funds:
  ------------
  Class 1 Creditors (Professionals):                  $4,000.00
  Class 2 (Taxing Authorities):                     $561,916.00
  Class 4 (Centrum):                              $1,492,000.00
  Class 6 (General Unsecured):                       $25,407.64
   (20% of face)
  Class 7 ($1,000 or less Unsecured):                 $2,435.87
   (70% of face)
                                               ----------------
                                                  $2,085,759.51

Wentwood Roundhill will pay down $1 million of the principal on
Centrum Financial Services, Inc.'s secured first lien claim as
follows: (i) on March 31, 2011, $500,000 will paid to Centrum; and
(ii) within one business day after the effective date or when the
claim is allowed or ordered paid by final court order, whichever
date is later, $500,000 will be paid to Centrum.

The Debtor will pay $492,000 to Centrum, settling with Centrum the
arrearage of back interest on Centrum's claim.

Holders of claims not secured by a lien or security interest and
not subject to setoff will retain its claim, in its full amount of
$4,834,302, against the Debtor.

                          About GALP CNA

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CNA's case is jointly administered with that of Wentwood
Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood
Rollingbrook, L.P., and GALP Cypress Limited Partnership.  GALP
CNA is the lead case.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38981).  It estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.

Houston, Texas-based Wentwood Roundhill filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38984.  It estimated its assets and debts at $1 million to
$10 million at the Petition Date.

Houston, Texas-based Wentwood Rollingbrook filed for Chapter 11
bankruptcy protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38988.  It estimated its assets and debts at $1 million to
$10 million at the Petition Date.

Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy
protection on Oct. 4, 2010 (Bankr. S.D. Tex. Case No.
10-38991).  It estimated its assets at $10 million to $50 million
and debts at $1 million to $10 million at the Petition Date.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GALP GRAYRIDGE: Files Proposed Reorganization Plan
--------------------------------------------------
GALP Grayridge Limited Partnership has filed the U.S. Bankruptcy
Court for the Southern District of Texas a proposed Plan of
Reorganization and explanatory disclosure statement.

The Debtor is in the process of arranging to fund the Plan of
Reorganization out of: (i) the proceeds of a new $10,000,000 first
mortgage loan (Debtor's second lienholder, Fairway Capital LLC,
has agreed to facilitate and support the new first mortgage loan
and funds should be available prior to the Confirmation hearing);
(ii) expected insurance proceeds in the amount of $1.38 million
from the Sept. 24, 2010 fire damage to 24 units (which units the
Debtor does not intend to rebuild) of the Debtor's real property
apartment building; and (iii) new equity (in the form of mandatory
cash calls on various limited partners).

  Source of Funds:
  ----------------
  New First Mortgage Loan:                         $10,000,000.00
  Insurance Proceeds:                               $1,380,000.00
   (9/24/10 fire damage to 24 units)
  New Equity (from cash calls):                     $2,246,818.24
  Ch. 11 Prepetition Retainer ($25,000)                $17,595.67
                                                    -------------
                                                   $13,644,413.91

Use of Funds (on the Effective Date):

  Class 1 Creditors (Professionals/Admin. Expenses):  $267,500.00
  Class 2 (2010 Ad Valorem Taxes/Franchise Taxes):    $500,416.76
  Class 4 (Repayment of Wells Fargo Loan):         $12,784,244.00
  Class 6 Creditors (M&M Liens):                        $1,963.88
  Class 7 Creditors (General Unsecured):               $81,872.00
   (20% of face)
  Class 8 Creditors ($1,000 or less Unsecured):         $8,321.60
   (70% of face)
                                                   --------------
                                                   $13,644,318.24

A copy of the Disclosure Statement is available for free at:

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

                         Treatment of Claims

Holders of claims in Class 1 (Claims of Attorneys and Other
Professionals); Class 2 (Claims of Taxing Authorities); Class 3
(Claims of Governmental Units); and Class 6 (Claims Secured by a
Mechanic's and Materialmen's Lien) are not impaired and will be
paid in cash in full.

Holders of Class 4 (Claims Secured by a First Lien or Security
Interest) claims are not impaired and will be paid in full.

Holders of Class 5 (Claims Secured by a Second Lien or Security
Interest) claims are not impaired.  Each holder of the claim will
retain its second lien position in accordance with the Second Lien
Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing, filed amongst the Harris County, Texas Real
Property Records no. 20100024558.

Holders of interests in Class 9 (Allowed Equity Interest Holders)
are not impaired.  Each equity interest holder will be allowed to
retain interest held.  Upon confirmation of the Plan, the property
of the estate will be free and clear of any and all claims and
interests of all entities, except as provided in the Plan, and
will re-vest in the Reorganized Debtor.

Class 7 (Claims Not Secured by a Lien or Security Interest) claims
are impaired.  Each holder will be paid 20% of its allowed claim,
in cash.

Class 8 (Allowed, Unsecured Claims of $1,000 or less, and in
Excess of $1,000) claims are impaired.  Each holder will receive
70% of the amount of its claim, in cash.

                      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.


GARDEN OPERATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Garden Operation Realty
        2239 Broadway
        New York, NY 10024

Bankruptcy Case No.: 11-10668

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Randy M. Kornfeld, Esq.
                  KORNFELD & ASSOCIATES, P.C.
                  570 Lexington Avenue, 17th Floor
                  New York, NY 10022
                  Tel: (212) 759-6767
                  Fax: (212) 759-6766
                  E-mail: rkornfeld@kornfeldassociates.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 Helmer Toro, president of general
partner.


GENCORP INC: GenCorp Retirement Plan Holds 7.1% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, GenCorp Retirement Savings Plan disclosed
that it beneficially owns 4,176,695 shares of common stock of
GenCorp, Inc. representing 7.1% of the shares outstanding.  As of
Jan. 20, 2011, there were 58.6 million outstanding shares of the
Company's Common Stock, including redeemable common stock, $0.10
par value.

The Plan is a voluntary savings plan for eligible employees of
GenCorp Inc. and certain of its subsidiaries.  Employees who elect
to participate in the Plan may select one or more of twenty
investment options for their contributions.  Prior to April 15,
2009, one such option was a fund investing solely in GenCorp
common stock.  Effective March 16, 2009, participant-directed
exchanges into the GenCorp Stock Fund from other investment funds
in the Plan were no longer permitted.  Effective April 15, 2009,
all future contribution investment elections directed into the
GenCorp Stock Fund were redirected to other investment options.
Effective Jan. 15, 2009, GenCorp discontinued matching
contributions in the Plan for non-union employees; matching
contributions for all employees were reinstated beginning with the
first full payroll period in July 2010.  Prior to April 15, 2009,
all matching company contributions were initially allocated to the
GenCorp Stock Fund.  Effective April 15, 2009, all matching
contributions to a participant's account, if any, are allocated in
accordance with the participant's investment elections for his own
contributions.  Under the terms of the Plan, Fidelity Management
Trust Company receives dividends on shares held in the GenCorp
Stock Fund and is required to invest and reinvest the principal
and income of the GenCorp Stock Fund in GenCorp shares.
Participating employees ultimately receive such benefits as result
from the performance of the GenCorp Stock Fund upon their election
to take a distribution of their allocated shares from the GenCorp
Stock Fund.

                         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."


GENCORP INC: Whitebox, et al, No Longer Hold Equity
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC and its affiliates
disclosed that they do not own any securities of GenCorp
Incorporated.

                         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."


GENERAL GROWTH: Alabama Mall Value Drops 52% to $159 Mil.
---------------------------------------------------------
A $350 million loan on a mall in Alabama owned by General Growth
Properties, Inc. ("New GGP") has been reduced by $159 million
based on an appraisal, Reuters reported.

According to Trepp, a firm that tracks performance of commercial
backed security deals, the Riverchase Galleria loan, which was
among loans that were securitized into bonds in 2006, was reduced
by $159 million or 52%, Reuters relayed.

Reuters wrote that the bonds are grouped into different classes,
each carrying different rates of risk.  Trepp noted that the
appraisal reduction of $159 million indicates a possible loss, the
report stated.  If the loss turns out to actually be $159 million,
it could wipe out 10 classes of bonds and part of an 11th in a
deal, according the report.

Old GGP negotiated loans on most of its 185 malls during the
bankruptcy, except for the Riverchase Mall, Reuters disclosed. The
loan on the 582,000 square-foot mall in Hoover, Alabama is 60 days
delinquent and matures in October 2011, the report added.

The loan is with Bank of America, its special servicer, Reuters
said.  New GGP spokesperson James Graham noted that New GGP "does
not intend to give it back" and intends to keep the mall, Reuters
related.

According to Reuters, the mortgage comprises 12.5% of the
collateral underlying the CMBS deal and is likely to cost $770,000
in lost interest each month.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Firms Seek Final Approval of $200.3 Mil. in Fees
----------------------------------------------------------------
Professionals employed and retained in General Growth Properties
Inc.'s Chapter 11 cases filed applications for final allowance of
fees totaling $200,378,382 and reimbursement of expenses totaling
$5,546,264, pursuant to Section 331 of the Bankruptcy Code for
these periods:

Firms                      Period            Fees     Expenses
-----                      ------            ----     --------
Weil, Gotshal & Manges   04/16/09-    $54,987,845   $1,500,229
LLP                      10/21/10

Miller Buckfire & Co.,   04/16/09-    $28,850,000     $207,764
LLC                      11/09/10

AlixPartners, LLP        04/16/09-    $28,164,221   $1,204,489
                          10/21/10

Kirkland & Ellis LLP     04/16/09-    $26,554,760     $872,724
                          10/21/10

Houlihan Lokey Howard    04/27/09-    $15,897,956     $182,537
& Zukin Capital, Inc.    11/09/10

Akin Gump Strauss        04/24/09-    $15,444,474     $683,627
Hauer & Feld LLP         11/09/10

Deloitte & Touche LLP    04/16/09-     $9,337,556      $38,998
                          10/21/10

Saul Ewing LLP           09/09/09-     $5,354,267     $117,533
                          10/21/10

Brown Rudnick LLP        03/19/09-     $3,515,429     $165,026
                          11/30/10

FTI Consulting, Inc.     04/27/09-     $3,245,180      $44,442
                          11/09/10

Cantor Fitzgerald & Co.  03/24/10-     $2,050,000      $10,159
                          10/21/10

Jenner & Block LLP       04/16/09-     $1,637,040     $249,627
                          10/21/10

UBS Securities, LLC      12/16/10-     $1,141,935     $222,515
                          10/21/10

Deloitte Tax LLP         04/16/09-     $1,369,359       $2,864
                          10/21/10

Ernst & Young LLP        04/16/09-     $1,335,667       $3,549
                          10/21/10

Hughes Hubbard & Reed    01/22/10-       $390,544       $7,571
LLP                      10/21/10

Hewitt Associates LLC    02/01/10-       $342,177       $7,949
                          10/21/10

PricewaterhouseCoopers   04/16/09-       $308,112         $502
LLP                      10/21/10

Halperin Battaglia       07/01/10-       $227,999       $3,035
Raicht, LLP              10/21/10

The Weitzman Group,      05/04/10-       $145,825       $4,679
Inc.                     09/30/10

Bracewell & Giuliani     04/16/09-        $27,553       $4,637
LLP                      11/09/10

Epiq Bankruptcy          06/12/09-        $17,538         $166
Solutions, LLC           10/31/10

Grant Thornton LLP       10/01/09-        $16,043           $5
                          11/30/10

Assessment Technologies, 06/15/09-        $16,902      $11,637
Ltd.                     11/30/10

Brown Rudnick notes that $303,972 of the total fees and expenses
sought was previously paid by the Reorganized Debtors.  Thus, the
total amount requested by Brown Rudnick is $3,375,483.

In addition, UBS seeks allowance of a completion fee totaling
$16,929,032.  AlixPartners also asks the Court to allow and
approve a contingent success fee of $1,412,436.  Saul Ewing seeks
the Court's allowance of a fee enhancement of $975,000.  Cantor
Fitzgerald also seeks allowance of a success fee for $5,950,000.

Saul Ewing also seeks reimbursement of expenses of the members of
the Official Committee of Equity Security Holders for $11,948
incurred for the period Sept. 9, 2009 to Oct. 21, 2010.

These professionals seek final allowance of holdbacks:

   Firm                     Holdback Amount
   ----                     ---------------
   Saul Ewing                      $209,640
   Hughes Hubbard                    19,450
   Halperin Battaglia                11,772

Weil Gotshal and Kirkland are the Debtors' counsel.  UBS is the
Debtors' capital markets advisor and Miller Buckfire is the
investment banker of the Debtors.  Deloitte Tax and E&Y provide
tax services to the Debtors.  Deloitte & Touche serves as the
Debtors' independent auditor.  PwC and Grant & Thornton are the
Debtors' tax advisors.  Jenner Block is special litigation counsel
of the Debtors.  Bracewell & Giuliani LLP is the Debtors' special
counsel.  Epiq serves as the Debtors' voting and tabulation agent
and the Official Committee of Unsecured Creditors' information
agent.

Akin Gump is counsel to the Creditors' Committee.  Houlihan Lokey
and FTI serve as the Creditors' Committee's financial advisors.
Halperin Battaglia acts as the Creditors'
Committee's conflicts counsel.

Saul Ewing is counsel to the Official Committee of Equity Security
Holders.  Cantor Fitzgerald is the Equity Committee's
financial advisor.  Weitzman serves as real estate consultant to
the Equity Committee.

Hughes Hubbard is the Fee Committee's counsel.  Brown Rudnick is
Wilmington Trust FSB's counsel.

                      About General Growth

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

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

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

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

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


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

Eurohypo filed a court document defending its claim request.
The Reorganized Debtors were in default on the 2006 Credit
Agreement well before their bankruptcy filings, and
notwithstanding multiple unremedied defaults, the 2006 Lenders
supported their restructuring efforts, Brett H. Miller, Esq., at
Morrison & Foerster LLP, in New York, counsel to Eurohypo AG, New
York Branch, as the administrative under the 2006 Loan Agreement,
tells Judge Allan Gropper.   "While those efforts were in the end
successful, this does not give the Reorganized Debtors latitude to
ignore well-settled law and uncontroverted facts to deprive the
2006 Lenders of their contractually bargained-for rights, to which
they are legally entitled," Mr. Miller asserts.

GGP, Inc., and its debtor affiliates' solvency today should not
distract from the fact that prepetition, the 2006 Lenders
purposely and deliberately failed to trigger the default rate they
now ask the U.S. Bankruptcy Court for the Southern District of New
York to award them, Marcia L. Goldstein, Esq., at Weil, Gotshal &
Manges LLP, counsel to the Reorganized Debtors, tells Judge Allan
L. Gropper.

Contrary to Eurohypo AG, New York Branch, as administrative agent
under the 2006 Loan Agreement, and the 2006 Lenders' assertions,
it is simply not true that, in every solvent debtor case, the
court has awarded default interest, without regard to the other
factors of the case, Ms. Goldstein argues.

Whether a debtor is solvent or its unsecured creditors will be
harmed by payment of the default rate of interest, however, are
two of a non-exhaustive list of factors a court may consider in
examining the equities, Ms. Goldstein asserts.  Indeed, there is
no dispute that acceleration of the 2006 Loan Agreement could
have triggered negative actions across GGP's capital structure,
placing the Company at risk of a free-fall into bankruptcy, she
stresses.  Aside from the operational chaos that would have
resulted, a free-fall into bankruptcy would have borne adverse
economic consequences, she adds.

Against this backdrop, Ms. Goldstein insists that the 2006
Lenders are not entitled to postpetition interest at the Default
Rate because: (a) they did not take the actions required by the
2006 Loan Agreement to accelerate the 2006 Loan prior to the
Petition Date; and (b) the filing of the Chapter 11 cases did not
automatically accelerate the debt for the purpose of asserting
the Default Rate interest.

Ms. Goldstein notes that the 2006 Credit Agreement contained
express requirements to trigger the Default Rate.  However,
neither sending e-mails to the Reorganized Debtors providing them
with "options" nor sending "Interest Rate Modification Notices"
was sufficient to trigger the Default Rate under the 2006 Loan
Agreement, she contends.  "The fact that the 2006 Lenders made a
conscious decision not to accelerate the 2006 Loan reflects that,
at the very least, the 2006 Lenders determined that it was in
their economic best interests not to do so," she emphasizes.

The 2006 Lenders' decision was intended, and when viewed in light
of the circumstances then existing -- the recent collapse of the
CMBS market, uncertain values and the possibility that
acceleration by the 2006 Lenders could start the cascade of
defaults and cross-defaults that would have given rise to adverse
actions by other debt constituencies -- was not an unreasonable
decision, Ms. Goldstein asserts.  Against this backdrop, the 2006
Lenders can not now ask the Court to ignore those actions and
grant them the default interest to which they never became
contractually entitled, she maintains.

                      About General Growth

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

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

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

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

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


GENERAL MOTORS: Appaloosa & Green Hunt Claims Temporarily Allowed
-----------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York granted the motions to temporarily
allow claims filed by Green Hunt Wedlake, Inc., trustee of General
Motors Nova Scotia Finance Company, and Appaloosa Management L.P.,
Aurelius Capital Management, LP, Elliot Management Corporation,
and Fortress Investment Group LLC.

The Nova Scotia Guarantee Claims will be temporarily allowed
solely for purposes of voting on the Amended Joint Chapter 11
Plan of Reorganization in an aggregate amount not to exceed
$1.072 billion.

Solely for purposes of voting on the Plan, the Nova Scotia
Noteholders will be permitted to vote their Nova Scotia Guarantee
Claims as follows:

  (a) the Appaloosa Noteholders, their affiliates, and the
      entities that they manage will be entitled to no more than
      15 votes in the aggregate;

  (b) certain noteholders represented by Brown Rudnick LLP will
      be entitled to no more than 12 votes in the aggregate;

  (c) Morgan Stanley & Co., International plc will be entitled
      to no more than one vote; and

  (d) Goldman Sachs & Co. will be entitled to no more than one
      vote.

The noteholder clients of Brown Rudnick are Anchorage Capital
Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon Value
Realization Fund L.P.; CSS, LLC; Knighthead Master Fund, LP; LMA
SPC for and on behalf of MAP 84; Lyxor/Canyon Realization Fund,
Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood Master Fund Ltd,
and The Canyon Value Realization Master Fund, L.P.

Solely for purposes of voting on the Plan, the Nova Scotia
Trustee will be permitted to provisionally vote its Nova Scotia
Wind-Up Claim in the amount of $1,607,647,592 as one vote;
provided, however, that all rights of the Debtors and the
Official Committee of Unsecured Creditors are expressly reserved
and retained at or prior to the hearing on confirmation of the
Plan to renew the opposition to the Nova Scotia Trustee Motion on
a five-day notice to Akin Gump Strauss Hauer & Feld LLP, counsel
to the Nova Scotia Trustee, and to argue that the vote of the
Nova Scotia Trustee should not be counted under Rule 2018 of the
Federal Rules of Bankruptcy Procedure in the event (i) the Nova
Scotia Trustee does not vote to accept the Plan and (ii) Class 3
rejects the Plan.

Judge Gerber ruled that upon delivery by the Nova Scotia Trustee
to the Debtors of their objections to confirmation of the Plan in
writing, the Debtors will confer with the Nova Scotia Trustee in
an effort to resolve those objections.

The provisions of this order are solely for purposes of voting on
the Plan and the rights of all parties are expressly reserved as
to all other matters, including, without limitation, with respect
to the objections that have been filed to the allowance of the
Nova Scotia Guarantee Claims and the Nova Scotia Wind-Up Claim,
Judge Gerber clarified.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.

Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for
free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the December 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: NCR Says It's Unfairly Discriminated Under Plan
---------------------------------------------------------------
NCR Corporation complains that Motors Liquidation's Amended Joint
Chapter 11 Plan of Reorganization provides for the transfer of all
cash -- including a "Total Overage" as defined in the Plan -- to
parties other than NCR, in violation of Section 1129(a)(1) of the
Bankruptcy Code.

The Total Overage is subject to an adversary complaint filed by
NCR against Motors Liquidation Company and NCR seeks that the
Total Overage may not be distributed to MLC's creditors as part of
the Plan and must be turned over to NCR.

Matthew A. Hamermesh, Esq., at Hangley Aronchick Segal & Pudlin,
P.C., in Philadelphia, Pennsylvania, insists that a plan that
provides for distribution of property that a debtor holds in trust
violates Sections 541(b)(1) and (d) and 1123(a)(5) and (b)(2) of
the Bankruptcy Code.

Accordingly, NCR asks the Court to deny confirmation of the Plan
unless it is amended to ensure that the Total Overage is not
distributed to any party other than NCR.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept
OLD GM's Chapter 11 plan.  Deadline to submit ballots is on
Feb. 11, 2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.

Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for
free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the December 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Nova Scotia Noteholders Oppose Plan Confirmation
----------------------------------------------------------------
Appaloosa Management L.P., Aurelius Capital Management, LP,
Elliott Management Corporation, and Fortress Investment Group
LLC, each on behalf of their managed entities, which hold
certain notes issued by General Motors Nova Scotia Finance
Company, oppose confirmation of the Amended Joint Chapter 11
Plan of Reorganization of Motors Liquidation Company and its
debtor affiliates.

The Nova Scotia Noteholders object to the confirmation of the
Plan because it fails to provide fair treatment to Nova Scotia
Guaranty Claims totaling $1,072,557,531 and the Wind-Up Claim for
$1,607,647,592, which the Debtors expressly acknowledged should
be allowed as part of a global agreement that enabled the Debtors
to move forward with their restructuring plan that formed the
foundation of the Plan.

The Nova Scotia Noteholders further object to confirmation of the
Plan because:

  * The Plan provides for withholding all distributions on
    account of the Nova Scotia Guaranty Claims and the Wind-Up
    Claim, including on account of undisputed portions of those
    Claims, until the time as the Claims are allowed.

  * The Plan does not provide for a segregated reserve for
    Distributions withheld pending resolution of disputed
    general unsecured claims; instead the Plan provides that
    remaining disputed general unsecured claims will be
    discharged if trust distributable assets are exhausted.

  * The Plan authorizes the GUC Trust Administrator to sell
    trust assets, including securities withheld from
    distribution and allocable to holders of disputed general
    unsecured claims, without the consent of those holders.

  * The Plan improperly provides that the GUC Trust
    Administrator may at any time request that the Court
    estimate a disputed claim, regardless of whether the
    Bankruptcy Court has ruled on that claim, including during
    the pendency of any appeal.

  * The Plan permits the Nova Scotia Noteholders to retain
    their debt securities for the purpose of asserting their
    direct claims against GM Nova Scotia, but is ambiguous as to
    whether distributions to the Nova Scotia Noteholders will be
    made during the period that they retain their securities.

  * The Plan improperly provides for the cancellation of the
    Nova Scotia Fiscal and Paying Agency Agreement
    notwithstanding that GM Nova Scotia is the subject of a
    proceeding under the Bankruptcy and Insolvency Act in Canada
    and is not a Debtor.

  * The Plan improperly provides for the dissolution of GM
    Nova Scotia notwithstanding that GM Nova Scotia is the
    subject of a Canadian BIA proceeding and is not a Debtor.

  * The Plan is ambiguous as to whether the Debtors may
    modify the substance of the GUC Trust Agreement post-
    confirmation.  The Plan should be clarified to state that
    the Debtors may not modify the agreement post-confirmation.

  * The Plan does not provide the value of the Unit Issuance
    Ratio used to determine distributions under the GUC Trust
    Agreement.

  * The GUC Trust Agreement authorizes the GUC Trust
    Administrator to make distributions that are "not in
    technical compliance" with the distribution provisions of
    the GUC Trust Agreement.

Gary D. Ticoll, Esq., at Greenberg Traurig LLP, in New York,
contends that the execution of the Lock-Up Agreement was the
final critical component that permitted the Debtors to satisfy
the conditions imposed by the governments of the U.S. Government
and Canada, to effect an expedited 363 sale that could only occur
without a GM Canada CCAA filing, and preserve the going-concern
value of the Debtors' business.  "Absent the Lock-Up Agreement,
the restructuring of the Debtors' business could not have
proceeded in the form it did," he emphasizes.

Now the Debtors, the counterparties to the Lock-Up Agreement, are
seeking, through the Plan, to deprive the Nova Scotia Noteholders
and the Nova Scotia Trustee of entitlement to any initial
distributions under the Plan, Mr. Ticoll avers.  The Debtors'
refusal to permit distributions to the Nova Scotia Noteholders
and Green Hunt Wedlake, Inc., as the Nova Scotia Trustee, is
based solely on the objection of the Official Committee of
Unsecured Creditors, which objection can only be described as
flimsy, at best, he argues.

Accordingly, it would be patently unfair for the U.S. Bankruptcy
Court for the Southern District of New York to confirm a plan of
reorganization that deprives the Nova Scotia Noteholders and the
Nova Scotia Trustee of initial distributions, solely based on the
meritless claims objection filed by the Committee, Mr. Ticoll
asserts.  The Debtors' representations and the assumption of the
Lock-Up Agreement should at the very least provide a presumption
of the validity of the Nova Scotia Guaranty Claims and the Wind-
Up Claim, requiring a particularly heavy burden for the Debtors
and the Committee to overcome, he maintains.

Certain holders of notes issued by GM Nova Scotia join in the
Confirmation Objection of Appaloosa, et al.  They are Anchorage
Capital Master Offshore Ltd.; Canyon-GRF Master Fund, L.P.; Canyon
Value Realization Fund L.P.; CSS, LLC; CQS Directional Master Fund
Inc.; KIVU Investment Fund Limited; Knighthead Master Fund, LP;
LMA SPC for and on behalf of MAP 84; Lyxor/Canyon Realization
Fund, Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood Master Fund
Ltd. and The Canyon Value Realization Master Fund, L.P.

       Nova Scotia Trustee Seeks Initial Distributions

Green Hunt complains that the Plan evidences a failure to act with
fairness toward holders of Disputed Claims by prohibiting any
distributions to holders of Disputed Claims and not provide for
adequate reserves.

"Through this mechanism, the Debtors have sided with the
Creditors' Committee's Objection to the Guaranty and Wind-Up
Claims in an attempt to leverage the Nova Scotia Trustee to settle
the Claims Objection before the initial distribution date or risk
that only limited value, if any, will be available," the Nova
Scotia Trustee alleges.

Phillip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, stresses that the danger to the Nova Scotia Trustee
and other similarly situated creditors is real.  Specifically,
the GUC Trust Agreement provides that in the event that the GUC
Trust Administrator fails to reserve sufficient consideration for
holders of Disputed Claims that are subsequently Allowed, those
Claims will be deemed discharged, he points out.

To prevent the Debtors and the GUC Trust Administrator from using
the threat of discharge under the Plan to influence pending
litigation, the Nova Scotia Trustee asserts that the Plan must be
modified to provide:

  * for an (i) initial distribution to the Nova Scotia Trustee
    or the Nova Scotia Noteholders in respect of the outstanding
    amount of the Nova Scotia Notes, less the consent fee of
    $369 million, and an (ii) initial distribution to the Nova
    Scotia Trustee in respect of the other liabilities asserted
    in the Nova Scotia Trustee's Wind-Up Claim; and

  * for a segregated reserve for the benefit of the Nova Scotia
    Trustee and the Nova Scotia Noteholders, which segregated
    reserve should retain distributions based on Allowed Claims
    of $2.69 billion as set forth in the Plan, less any amounts
    on account of which initial distributions are made to the
    Nova Scotia Trustee or the Nova Scotia Noteholders; and

  * provide a mechanism for disputed claims to share in
    additional assets that become available to the GUC Trust.

Providing for initial distributions will not prejudice the
Creditors' Committee, as issues related to duplication of Claims
and payment of the consent fee will be preserved, Mr. Dublin
assures the Court.  More importantly, initial distributions will
minimize, if not alleviate, the risk that the Nova Scotia Trustee
will be harmed by the Creditors' Committee's specious allegations
and the Plan's nonprotective claims reserve provisions, he
insists.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept OLD
GM's Chapter 11 plan.  Deadline to submit ballots is on Feb. 11,
2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.

Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for
free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the Dec. 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: NUMMI Wants 100% Recovery, Objects to Plan
----------------------------------------------------------
New United Motor Manufacturing, Inc. ("NUMMI") opposes
confirmation of the Amended Joint Chapter 11 Plan of
Reorganization because it improperly foreclosed NUMMI's right
to receive the full amount of recovery to which it is entitled.

NUMMI complains that the Plan suffers from these material defects:

  (1) The Plan through the General Unsecured Claims Trust
      structure it establishes leaves NUMMI and certain general
      unsecured creditors exposed to the risk of receiving
      reduced distributions compared with other general
      unsecured creditors.

  (2) The Plan's ambiguously drafted release and injunction
      provisions appear to improperly and permanently stop
      NUMMI's pending adversary proceeding against the Debtors.

  (3) The Plan grants the Debtors other overly broad powers,
      unsupported by law, including, inexplicably, the authority
      for the Debtors to unilaterally dissolve NUMMI,
      threatening its continued existence and an unfettered
      right to setoff the Debtors' claims against allowed
      creditor claims.

  (4) The Debtors have not proven the necessary requirement to
      plan confirmation that all administrative claims
      regardless of when they become allowed will be paid in
      full in cash.

Ray C. Schrock, Esq., at Kirkland & Ellis, in New York, --
ray.schrock@kirkland.com -- contends that the Plan and the GUC
Trust Agreement are unclear on how much will be reserved for
holders of disputed general unsecured claims and whether this
amount will suffice to provide holders of general unsecured
claims their pro rata share of Class 3 claims distribution.
Indeed, the Plan fails to provide assurance that administrative
claims currently disputed, like NUMMI's, will be satisfied in
full in cash subsequent to the Plan becoming effective, he
points out.  Instead, the Debtors sought to include NUMMI's
administrative claims in their proposed $420 million-reserve for
unliquidated claims.  The Plan's unequal treatment of general
unsecured creditors violates a fundamental principle underpinning
the Bankruptcy Code that similarly situated creditors be treated
similarly, he insists.

To avoid this unfair result, NUMMI proposes that the
Debtors establish a reserve sufficient to cover the full
$500 million of NUMMI's asserted claims.  NUMMI further seeks
to clarify that the Plan's release and injunctions will not bar
its further prosecution of the adversary proceeding.

                   The Committee-Backed Plan

Motors Liquidation Company and its affiliates are scheduled to
present their Chapter 11 plan for confirmation at a hearing on
March 3, 2011.

Old GM reached an agreement with the U.S. Department of the
Treasury and creditors that will allow the company to approve a
final Chapter 11 plan.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved the adequacy of
the disclosure statement explaining the Plan at hearings in
December.

The Official Committee of Unsecured Creditors recommends that
holders of general unsecured claims in Class 3 vote to accept
OLD GM's Chapter 11 plan.  Deadline to submit ballots is on
Feb. 11, 2011.

The Creditors' Committee believes the Plan provides for the best
recovery for unsecured creditors as a whole and acceptance of the
Plan will expedite distributions to general unsecured creditors.

Pursuant to the Master and Sale Purchase Agreement, General
Motors LLC ("New GM") issued to the Debtors about 10% of New
GM stock and two sets of warrants for additional New GM shares,
representing, collectively an additional 15% of New GM stock.  The
Creditors' Committee says that if the aggregate allowed general
unsecured claims against the Debtors are between $35 billion and
$42 billion, New GM will issue up to an additional 2% of its stock
to the Debtors.

Under the Plan, holders of Allowed General Unsecured Claims will
receive:

  * An initial distribution of New GM Securities, based on the
    creditor's pro rata share of the total remaining general
    unsecured claims asserted against the estate.  The
    creditor's pro rata share will be calculated by taking the
    amount of the creditor's claim and dividing it by the sum of
    (x) the general unsecured claims allowed at the time plus
    (y) the maximum amount of disputed general unsecured claims.

  * General Unsecured Claims Trust Units, which entitle the
    creditor to potentially receive additional New GM Securities
    as disputed general unsecured claims are disallowed or
    otherwise resolved.

The Creditors' Committee also prepared a chart showing the likely
estimated range of Allowed General Unsecured Claims in certain
categories as of Nov. 11, 2010.  The chart is available for
free at http://bankrupt.com/misc/GM_Dec10AllowedClaimsEst.pdf

A full-text copy of the Dec. 10 Letter is available for free
at http://bankrupt.com/misc/GM_CommPlanSupportLtr.pdf

Full-text copies of the Amended Plan and Disclosure Statement,
dated Dec. 8, 2010, are available for free at:

            http://bankrupt.com/misc/gm_Dec8Plan.pdf
            http://bankrupt.com/misc/gmDec8DS.pdf

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GOODYEAR TIRE: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of The Goodyear Tire &
Rubber Company and its Goodyear Dunlop Tires EURope B.V.
subsidiary:

GT

  -- Issuer Default Rating at 'B+';
  -- Secured credit facility rating at 'BB+/RR1';
  -- Secured second-lien term loan rating at 'BB+/RR1';
  -- Senior unsecured rating at 'B/RR5'.

GDTE

  -- Secured credit facility rating at 'BB+/RR1'.

The Rating Outlook for GT and GDTE is Stable.

In addition to the rating actions noted above, Fitch has assigned
an IDR of 'B+' to GDTE.

GT's ratings apply to a $1.5 billion secured revolving credit
facility, a $1.2 billion secured second-lien term loan and
$2.4 billion of unsecured notes.  GDTE's ratings apply to two
secured revolving credit facilities with a total limit of
EUR505 million.

GT's ratings reflect the tire manufacturer's relatively strong
competitive position in the global replacement and original
equipment tire segments and improvement in the company's end-
markets, set against a relatively high debt load, weak free cash
flow generation and substantial underfunded pension obligations.
Leverage has declined over the past year as a strengthening global
automotive market has led to increased sales and higher EBITDA,
although total debt at Dec. 31, 2010, was higher than at year-end
2009.

Profitability improved in 2010 and is expected to grow further in
2011, but Fitch expects free cash flow to remain weak or negative.
GT's liquidity position remains adequate, however, and the
company's progress on restructuring its debt last year has reduced
significantly the very high maturities it otherwise would have
faced in 2011.

Fitch's forecasts for GT project higher revenues on increasing
global tire demand over the intermediate term, while margins
increase modestly as the benefits of the company's cost-reduction
programs help to offset expected pressure from rising raw material
costs.  GT has targeted $1 billion of cost savings between 2010
and 2012, mainly driven by a reduction of high-cost capacity,
lower unabsorbed fixed costs on higher volumes and increased low-
cost sourcing after completing a four-year $2.5 billion cost
savings program in 2009.  In addition to the current cost savings
program, the company announced this month that it will be closing
its Union City, Tennessee, plant by the end of 2011.  The closure
is consistent with the company's plan to reduce its high-cost
capacity and will remove 12 million units of capacity from the
U.S. Although the closure should further lower manufacturing costs
going forward, in the near term, GT expects it will result in
total charges of $270 million, including cash charges of about
$140 million.

As of Dec. 31, 2010, GT's liquidity included $2 billion of cash
and cash equivalents, augmented by a total of $1.7 billion of
availability under the company's primary U.S. and EURopean credit
facilities.  By comparison, at year-end 2009, cash and cash
equivalents stood at $1.9 billion and the company had $1.6 billion
available on its primary credit facilities.  It is notable,
however, that 59% of GT's cash holdings are outside the United
States.  GT's management has mentioned publicly that the company
needs about $1 billion of cash liquidity to meet its working
capital needs and overseas funding requirements through the
operating cycle, well below the current level of available
liquidity.  GT's $1.5 billion U.S. secured revolving credit
facility is subject to a borrowing base which decreased its
availability by $25 million at Dec. 31, 2010.  In addition, the
facility had $474 million in letters of credit issued against it
(versus an LOC limit of $800 million), resulting in $1 billion of
availability on the facility.  GDTE's EUR505 million first-lien
credit facilities had EUR496 million of availability at year-end
2010 after accounting for EUR9 million ($12 million) of LOCs
issued against them.

GT's near-term debt maturities are relatively low, with current
maturities of only $188 million at Dec. 31, 2010, although the
company also had $238 million of short-term debt outstanding as
well.  The company has no significant maturities until 2014 when
its $1.2 billion second-lien term loan facility comes due and no
note maturities come due until 2016.  At year-end 2010, leverage
(total debt/EBITDA) stood at 3.4 times (x), down from 5.3x at
year-end 2009, although the improvement was driven entirely by
increased EBITDA, as total debt rose somewhat to $4.8 billion from
$4.5 billion at the end of 2009.  Fitch's calculation of EBITDA in
2010 was $1.4 billion, up from $857 million in 2009.  Fitch
projects that leverage could further decline somewhat over the
course of 2011, provided that the company does not materially
increase debt during the year.

As in 2010, when the company recorded negative free cash flow of
$20 million, GT's free cash flow again may be pressured in 2011 by
heavy capital spending, higher raw materials costs and working
capital usage tied to continued growth in end-market demand.  The
company has projected that capital spending will run in the
$1.1 billion to $1.2 billion range in 2011, up from actual capital
spending of $944 million in 2010, driven largely by the company's
ongoing investments in low-cost manufacturing, including the
construction of a new plant in China.  Maintenance capital
expenditures are estimated at $500 million to $700 million,
however, meaning that potentially half or more of the projected
spending in 2011 is at least somewhat discretionary.  Raw
materials expenses continue to rise, with the company noting on
its fourth quarter earnings call that the price of natural rubber
has risen 40% since October.  GT expects raw materials costs to be
25% to 30% above last year's level in the first quarter of 2011,
with an expectation that costs could continue to rise through at
least the third quarter of this year.  Although GT has been able
to offset much of the increase in natural rubber costs with higher
tire prices and positive mix changes, the increase in materials
expense is likely to continue putting downward pressure on margins
through much of 2011.

Pension contributions also will continue to be a meaningful use of
cash in 2011, although the company's decision to avail itself of
the U.S. pension relief legislation passed by Congress last year
will limit the level of required contributions over the next four
years.  Nonetheless, the company's global defined benefit pension
plans remain deeply underfunded.  As of Dec. 31, 2010, GT's global
DB plans (including unfunded plans) were underfunded by
$2.5 billion, with a global funded status of 69%.  The funded
status of GT's U.S. DB plans was even weaker at 66% and an
underfunded position of $1.9 billion.  GT contributed $361 million
to its global funded and unfunded pension plans last year,
including $219 million in contributions to its U.S. plans.  After
utilizing the benefits of the pension relief legislation, GT
estimates that contributions to its global funded plans in 2011
will be in the $250 million to $300 million range, including
estimated required contributions of $200 million to $225 million
to the U.S. plans.  Without the funding relief, management had
estimated last year that required pension contributions in 2011
could have been as much as $250 million higher than the 2010
level.  Although the funding relief provided by the legislation
will reduce the company's total required contributions to its
U.S. plans in the 2011 through 2014 timeframe by an estimated
$275 million to $325 million, it also will likely result in
higher required contributions in 2015 and beyond.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities reflects their substantial collateral coverage and
outstanding recovery prospects in the 90% to 100% range in a
distressed scenario.  On the other hand, the rating of 'B/RR5' on
the company's unsecured notes reflects Fitch's expectation that
recoveries on those notes would be below average, in the 10% to
30% range, in a distressed scenario.  The relatively low level of
expected recovery for the unsecured debt is due to the substantial
amount of higher-priority secured debt in the company's capital
structure.

Fitch could revise GT's Rating Outlook to Positive or the ratings
could be upgraded in the intermediate term if improved margins
result in the company producing positive free cash flow on a
sustainable basis and leverage continues to decline.  A meaningful
reduction in debt also could result in a positive rating action,
but this is unlikely in the near term, given the lack of
significant debt maturities.  On the other hand, GT's Rating
Outlook could be revised to Negative or the ratings downgraded if
a decline in end-market demand or higher input costs results in a
prolonged period of negative free cash flow generation and a
significant weakening in the company's credit protection metrics.
Of particular focus would be a decline in the company's cash
balance below $1 billion for an extended period.


GOTTSCHALKS INC: Court Approves Amended Liquidation Plan
--------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Gottschalks' Amended Chapter 11 Plan of Liquidation.

BData previously reported that the Plan provides for payment in
full of Administrative Claims, Priority Tax Claims and GECC
Prepetition Claims (which the Debtor believes to have been
satisfied in full by the entry of the final D.I.P. order and the
payment of any amounts required thereunder) and leaves such claims
unimpaired.  The holders of Other Secured Claims, Trade Vendor
Claims, General Unsecured Claims and Interests and Securities
Subordinated Claims are all impaired.  Holders of Interests and
Securities Subordinated Claims will receive nothing, and the
Existing Stock and Interests will be cancelled.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- was a
department and specialty store chain in United States that
operated 58 full-line department stores and 3 specialty stories
in 6 western states.

The Company filed for Chapter 11 protection (Bankr. D. Del. Case
No. 09-10157) on Jan. 14, 2009.  Stephen H. Warren, Esq., Karen
Rinehart, Esq., Alexandra B. Redwine, Esq., and Ana Acevedo, Esq.,
at O'Melveny & Myers LLP, serves as the Debtor's bankruptcy
counsel.  Mark D. Collins, Esq., Michael J. Merchant, Esq., and
Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
the Debtors' co-counsel.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims agent.  When the Debtor filed for
protection from its creditors, it disclosed $288,438,000 in total
assets and $197,072,000 in total debts.


GRAY TELEVISION: Dimensional Fund Discloses 5.89% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Dimensional Fund Advisors LP disclosed that it
beneficially owns 3,027,726 shares of common stock of Gray
Television Inc. representing 5.89% of the shares outstanding.  As
of Oct. 31, 2010, there were 51,386,313 shares of common stock of
the Company outstanding.

                       About Gray Television

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

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

                           *     *     *

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

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


GREAT ATLANTIC & PACIFIC: Committee Info. Protocol Approved
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in The Great
Atlantic & Pacific Tea Company Inc. and its affiliated debtors'
Chapter 11 cases obtained court approval to establish creditor
information protocols to provide access to information for the
Debtors' unsecured creditors.

The Creditors Committee need to balance the need to maintain the
confidentiality of information and to satisfy the unsecured
creditors' need for information regarding the Debtors' Chapter 11
cases, Matthew Barr, Esq., at Milbank Tweed Hadley & McCloy LLP,
in New York -- mbarr@milbank.com -- tells the Court.

Under the creditor information protocols, the Creditors Committee
proposes to create a Web site to make certain information
available to creditors; to make available on the Web site
information about the bankruptcy cases; and to establish an
e-mail address to allow unsecured creditors to send questions and
comments.

Pursuant to the proposed protocols, the Creditors Committee and
its agents or advisors will not be authorized or required to
provide access to confidential information to any entity without
the Debtors' prior written consent or court order.  Meanwhile,
the Debtors will be required to assist the Creditors Committee in
identifying any confidential or privileged information that is
provided to the panel, its agents or professionals.

If a creditor requests for disclosure of specific information,
the Creditors Committee will have at least 20 days after receipt
of the request to respond.  If the request involves the Debtors'
confidential information, the Creditors Committee will provide
the Debtors with a notice of the request and a copy of its
response.

If the response is to deny the information request, the concerned
creditor may, after meeting with an authorized representative of
the Creditors Committee and the Debtors, seek to compel the
disclosure for cause pursuant to a motion before the Court.

In its response to an information request for access to
confidential information, the Creditors Committee will consider
whether the creditor is willing to agree to confidentiality and
trading restrictions approved by the Debtors, and represent that
any information-screening process complies with securities laws.
The Creditors Committee will also consider whether the agreement
and any information-screening process that the creditor
implements will protect the confidentiality of information.

If the Creditors Committee elects to provide access to
confidential information on the basis of confidentiality
restrictions, it will not be responsible for the creditor's
compliance with or liability for violation of securities or other
laws.  The Creditors Committee will not disclose confidential
information to a creditor without the Debtors' written consent,
unless the Court orders otherwise.

With respect to an information request that implicates
confidential information of the Debtors, if the Creditors
Committee agrees that the request should be satisfied or on its
own wishes to disclose the information, then the Creditors
Committee may make a demand by submitting a written request to
the Debtors' counsel, stating that the information will be
disclosed in the manner described in the demand unless the
Debtors have an objection.

The Creditors Committee, the creditor and the Debtors may
schedule a hearing with the Court seeking a ruling with respect
to the demand.  In the event of any objection to the disclosure
of confidential information, no such information will be
disclosed except to the extent provided in an order of the Court
that has become final and non-appealable.

Unless the Court orders otherwise with respect to a demand, the
Creditors Committee will not provide any confidential information
of the Debtors to any third party without the third party
executing a confidentiality agreement that is acceptable in form
and substance to the Debtors and the Creditors Committee,
according to the proposed protocols.

In connection with the establishment of the creditor information
protocols, the Creditors Committee also seeks a court ruling,
effective as of Dec. 21, 2010:

  (i) finding the Creditors Committee and its agents and
      advisors to be in compliance with Section 1102(b)(3) of
      the Bankruptcy Code as a result of the implementation of
      the protocols; and

(ii) confirming that Section 1102(b)(3)(A) does not authorize
      or require the Creditors Committee to provide access to
      confidential or privileged information to any entity
      except as set forth in the proposed protocols.

The Court will hold a hearing on Feb. 1, 2011, to consider
approval of the request.  Deadline for filing objections is
Jan. 25, 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
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Customers Want to Pursue Claims
---------------------------------------------------------
Cynthia Bell and two other customers have filed motions to lift
the automatic stay to allow them to prosecute their lawsuits
against two stores operated by The Great Atlantic & Pacific Tea
Company Inc.

The group filed lawsuits against Pathmark Supermarket and
Waldbaums Supermarket to recover their insurance claims.  Ms.
Bell and the other customers figured in an accident due to the
A&P stores' alleged negligence.

Both Pathmark and Waldbaums have a $1 million to $2 million
insurance policy to pay for any settlement, verdict or judgment
for damages, according to Ian Keefe, Esq., at Krentsel & Guzman
LLP, in New York.

Mr. Keefe says the bankruptcy cases of Pathmark and Walbaums
won't be affected since the lawsuits only seek to recover the
claims from the available insurance coverage.

Judge Robert Drain will hold a hearing on March 8, 2011, to
consider approval of the motions.

                            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
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Lease Rejection Rules Approved
--------------------------------------------------------
Judge Robert Drain issued an order dated Feb. 7, 2011, approving
expedited procedures for the rejection or assumption of The Great
Atlantic & Pacific Tea Company Inc. and its debtor-affiliates'
executory contracts.

Under the procedures for the rejection of contracts, the Debtors
are required to file a notice, which identifies the contracts to
be rejected, states the bar date for claims arising from the
rejection, among other things.

Absent an objection being filed within 10 days after service of
the notice of rejection, the Debtors have to submit a statement
confirming the absence of any timely objections and a proposed
order setting forth the bar date for filing claims arising from
the rejection of the contracts and the proposed effective date of
the rejection.

Meanwhile, the procedures for the assumption of contracts require
the Debtors to file a notice identifying the contracts, the
proposed effective date of the assumption, the proposed cure
amount and adequate assurance of future performance, among other
things.

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

Both procedures for the assumption and rejection of contracts do
not apply to any contract with more than $20 million in annual
revenue or payments, according to the Feb. 7 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 Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Wins OK for Intercompany Transactions
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its debtor-
affiliates obtained a final court order authorizing them to
continue performing under and honoring intercompany transactions,
provided they:

  (1) keep records of any postpetition intercompany transfers
      and services that occur during their Chapter 11 cases;

  (2) put in place accounting procedures to identify and
      distinguish between prepetition and postpetition
      intercompany transactions and to track postpetition
      intercompany transactions; and

  (3) provide access to those records and procedures to the
      administrative agent for their postpetition secured
      lenders and the Official Committee of Unsecured Creditors.

Nothing in the final order is deemed or construed as a waiver of
the rights of the Creditors Committee and the administrative
agent to challenge the Debtors' allocations of expenses and
revenues among them or the Debtors' rights to contest those
challenges.

The Debtors are prohibited from engaging in intercompany
transactions with any non-debtor affiliate without prior court
approval, according to the final 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
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


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
     E-mail: 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 request to further access
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: Judge Approves $3.25M Settlement in Shareholder Case
----------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has approved a
$3.25 million settlement of a class action by stockholders of
formerly bankrupt GSI Group Inc. who had accused the semiconductor
technology manufacturer of filing misleading financial statements
before it went into Chapter 11 protection.

Judge George A. O'Toole Jr. of the U.S. District Court for the
District of Massachusetts signed off on the settlement between the
company and the class on Wednesday, Feb. 16, Law360 says.

                        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.


GUARANTY FINANCIAL: Wins Approval of Disclosure Statement
---------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge
Barbara Houser on Feb. 17, 2011, approved Guaranty Financial Group
Inc.'s disclosure statement, clearing the Company to send the
document to creditors for a vote.

The disclosure statement explaining the Chapter 11 plan provides
that unsecured creditors with $382 million in claims stand to
recover between 1% and 3%, depending on whatever is collected by a
liquidating trust.  The unsecured creditors may get more if
lawsuits are successful.  Among the unsecured claims, $318 million
stem from trust preferred securities.

GFG said that the primary assets at the outset were $21.6 million
in cash and claims for tax refunds.

The Plan is based on a settlement with the FDIC and the indenture
trustee for the noteholders.  The Plan calls for the FDIC to
receive some of the remaining cash and all of the tax refunds,
which are estimated at $3.49 million.

                      About Guaranty Financial

Dallas, Texas-based Guaranty Financial Group Inc. --
http://www.guarantygroup.com/-- was a unitary savings and loan
holding company. The Company's primary operating entities were
Guaranty Bank and Guaranty Insurance Services, Inc.  Guaranty
Financial filed for bankruptcy after the Guaranty bank was seized
by regulators and sent to receivership under the Federal Deposit
Insurance Corporation.  Before the bank was taken over, the
balance sheet of the holding company had $15.4 billion in assets
as of Sept. 30, 2008.

Guaranty Financial and its affiliates filed for Chapter 11 (Bankr.
N.D. Tex. Case No. 09-35582) on August 27, 2009.  Attorneys at
Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company disclosed
$24.3 million in total assets and $323.4 million in total debts,
including $305.0 million in trust preferred securities.


HARRY & DAVID: Hires A&M's Hong as Chief Restructuring Officer
--------------------------------------------------------------
Harry & David Holdings, Inc., said Feb. 18 that Kay Hong, a
managing director at global professional services firm Alvarez &
Marsal, has been appointed Chief Restructuring Officer.  Ms. Hong
will also serve as interim Chief Executive Officer, succeeding
Steven J. Heyer, who will remain Chairman.  She will be based in
Medford, Oregon, and will work closely with Harry & David's Board
of Directors on the Company's ongoing refinancing efforts and the
next stage of its restructuring to strengthen its financial
position and improve operations.

For over a decade, Ms. Hong has helped numerous companies improve
their operational performance and successfully navigate
turnarounds and restructuring situations.  Through a wide range of
financial and operational engagements, she has been involved in
all aspects of the reorganization process, advised on debt
restructurings and served in interim management and financial
advisory roles for both public and privately held companies.
While at Alvarez & Marsal, Ms. Hong has worked with a number of
multi-channel retail companies including Spiegel, Inc., London Fog
Group, Movie Gallery, Inc., and Eddie Bauer Holdings, Inc., among
others.

"Kay's vast experience and proven track record with traditional,
direct and multichannel retailers make her the right person to
lead Harry & David through the restructuring process," said Heyer,
Harry & David's Chairman.  "Kay's financial and operational
expertise will complement the strengths of the existing management
team and benefit the Company greatly as we finalize our
restructuring plan and take steps to strengthen our financial
position and improve operations.  I look forward to working with
Kay going forward on revenue-generating opportunities and long-
term strategy for the brand."

Alvarez & Marsal has been retained to assist with Harry & David's
restructuring process.  As the Company announced previously, based
on its current working capital and anticipated working capital
requirements, it will not be able to finance continuing
operations, including servicing its payment obligations under its
senior notes, without securing new capital and restructuring its
obligations.  The Company is holding discussions with its
revolving credit lenders, bondholders, other creditors and owners
in an effort to recapitalize.

                   About Harry & David Holdings

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

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

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

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

"Based on our current working capital and anticipated working
capital requirements, we will not be able to finance continuing
operations including servicing its payment obligations under the
Senior Notes, without securing new capital and restructuring our
obligations.  There can be no assurance that our efforts to obtain
new capital and restructure our obligations will be successful;
and therefore, there is substantial doubt as to our ability to
continue as a going concern," the Company said in its latest
quarterly report on Form 10-Q.

                           *     *     *

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

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

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

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


HAWKS PRAIRIE: Plan Confirmation Hearing Continued Until Feb. 25
----------------------------------------------------------------
The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for the
Western District of Washington has continued until Feb. 25, 2011,
at 10:00 a.m., the hearing to consider the confirmation of Hawks
Prairie Investment LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on Dec. 27, 2010,
according to the Disclosure Statement, the Plan provides Hawks
Prairie until March 15 to sell 337 acres of undeveloped real
property in Lacey, Washington, for a minimum net price of
$35 million.  If a sale occurs, the proceeds will be used first to
pay secured claims in the order of their priority and then, if any
funds are left, to pay unsecured claims.  To the extent the third
deed of trust held by Howard Talbitzer and Anthony Glavin is void
or avoided, the sale proceeds that otherwise would have been paid
to T/G will be available to pay unsecured claims.  If there has
not been a sale of the property by March 15, HomeStreet Bank and
T/G may hold non-judicial foreclosure sales.

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

                 About Hawks Prairie Investment LLC

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection on August 13, 2010 (Bankr. W.D. Wash. Case
No. 10-46635).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case
No. 09-47915).

The U.S. Trustee was unable to form a committee of unsecured
creditors in the Debtor's case.


HEADGEAR INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Tom Shean at The Virginian-Pilot reports Headgear Inc. disclosed
liabilities of $14.6 million including $3.8 million of secured
debt owed to RBC Centura Bank, and assets totaling $12.8 million
including inventory valued at $2.76 million.

According to the report, the Company, known for its Blac Label
brand, already had become embroiled in litigation with a joint-
venture partner and a supplier of imported apparel.  The
bankruptcy filing brought a temporary halt to some of the
litigation involving the Company.  One of its suppliers, Newtown
Inc., filed a complaint against Headgear and its Blue Holdings
Head Gear JV joint venture in October, contending that Headgear
failed to pay $2.6 million that it owed the Seattle-based
importer.  Headgear ordered and agreed to pay for $6.4 million of
goods but paid only part of that amount, Newtown said in a suit in
U.S. District Court in Norfolk.  Because of the bankruptcy, that
part of the Newtown suit involving Headgear will be stayed,
pending the resolution of its bankruptcy case, U.S. District Judge
Jerome B. Friedman ruled Friday.

Based in Virginia Beach, Virginia, Headgear Inc. is an apparel
distributor.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-70127) on Jan. 12, 2011.
Judge Frank J. Santoro presides over the case.  Karen M. Crowley,
Esq., at Crowley, Liberatore, & Ryan P.C. represents the Debtor.
The Debtor estimated assets and debts between $1 million and
$10 million as of the Chapter 11 filing.


HEALTHSOUTH CORP: Andrew Price Owns 4,924 Common Shares
-------------------------------------------------------
In an amended Form 3 filing with the U.S. Securities and Exchange
Commission, Andrew L. Price, chief accounting officer at
Healthsouth Corp., disclosed that he beneficially owns 4,924
shares of common stock of Healthsouth Corp.  The amount of
securities beneficially owned by Mr. Price at the time of filing
the original Form 3 erroneously included 576 shares he delivered
to the Company prior to the original Form 3 filing to satisfy the
tax withholding obligation in connection with the vesting of the
related restricted stock awards.

                      About HealthSouth Corp.

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

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

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


HERCULES OFFSHORE: S&P Retains 'B-' Rating on Senior Secured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Hercules Offshore Inc.'s senior secured debt to
'3', indicating S&P's expectation of meaningful recovery (50% to
70%) in a default scenario, from '4'.  The issue-level rating
remains unchanged at 'B-' (the same as corporate credit rating).
The rated senior secured debt consists of a revolving credit
facility, term loan, and secured notes.

The rating revision reflects an increase in S&P's valuation of
Hercules in its default scenario following Hercules' agreement to
purchase 20 jack-up rigs and related assets from Seahawk Drilling,
funded with stock and cash.  The increased value and absence of
additional debt enhance the recovery prospects of the existing
rated debt.

The ratings on Hercules reflect Standard & Poor's view of the weak
market conditions the company faces as a provider of shallow-water
drilling and marine services to the oil and gas industry.  S&P
expects weak market conditions for jack-up rigs due to low
utilization and soft day rates in the shallow Gulf of Mexico (GOM)
through 2011.  The near-term pace of permitting and resulting
drilling activity in the GOM is likely to lag historical levels
until new permitting procedures and requirements are clearer.
Hercules has considerable leverage and may face a covenant
violation should conditions remain weak while the covenant steps
down through 2011.  The ratings also incorporate S&P's view of the
company's international exposure and its adequate liquidity.

                           Ratings List

                      Hercules Offshore Inc.

       Corporate credit rating              B-/Negative/--

         Issue Rating Unchanged; Recovery Rating Revised

                      Hercules Offshore Inc.

                                             To       From
                                             --       ----
        Senior secured debt                  B-       B-
         Recovery rating                     3        4


HILLARY HARMON: Court Rules on Suit vs. Lighthouse Capital
----------------------------------------------------------
Bankruptcy Judge Marvin Isgur held that: (i) the lien held by
Lighthouse Capital Funding, Inc., on Hillary Durgin Harmon's
homestead is invalid; (ii) Lighthouse is entitled to equitable
subrogation in the principal amount of $986,992 plus 6% interest
(accrued from April 23, 2008); (iii) Lighthouse must pay the
Harmon estate $179,414 in statutory damages under the Truth in
Lending Act; and (iv) the Estate is entitled to reimbursement for
reasonable legal fees and costs (in an amount to be determined at
a post-judgment hearing) under TEX. CIV. PRAC. & REM. CODE Sec.
37.009 and TILA Sec. 1640(a)(4).

Hillary Durgin Harmon, et al., v. Lighthouse Capital Funding,
Inc., Adv. Pro. No. 10-03207 (Bankr. S.D. Tex.), arose out of a
mortgage refinance transaction between the Harmons and Lighthouse.
Litigation ensued after Lighthouse posted the Harmons' homestead
for foreclosure.  The Harmons originally initiated the lawsuit in
state court on April 16, 2010.  Mr. Harmon's wife, Hillary Harmon,
then filed a chapter 11 bankruptcy petition on May 4, 2010.  The
Harmons removed the state court lawsuit to the Bankruptcy Court on
May 10, 2010.

On July 8, 2010, the Harmons filed their First Amended Complaint
in this adversary proceeding, asserting claims for fraud, usury,
deceptive trade practices, negligent misrepresentation,
conversion, theft, unreasonable collection practices, and
negligent debt collection.  The Harmons also seek a declaratory
judgment that the Lighthouse loan constitutes an illegal home
equity loan that is void under Texas law.  The Court has granted
the Harmons leave to amend their Complaint to include a claim that
Lighthouse violated Sec. 1639(g) of the Truth in Lending Act.

A copy of Judge Isgur's February 17, 2011 memorandum opinion is
available at http://is.gd/riI2Eafrom Leagle.com.

                       About Hillary Harmon

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


INFINITY ENERGY: Has Forbearance From Amegy Bank Until Yearend
--------------------------------------------------------------
Infinity Energy Resources, Inc., has secured $1,050,000 in
additional financing and entered into a Forbearance Agreement
dated Feb. 16, 2011, with Amegy Bank, N.A., under the Loan
Agreement, dated Jan. 9, 2007, as amended and supplemented.

In connection with the new loan, Infinity granted Amegy a warrant
to purchase 931,561 shares of IFNY common stock at an exercise
price of $5.01 per share during a 10-year period following the
issuance of the warrant.

The Forbearance Agreement, along with an amendment to Infinity's
Revolving Note with Amegy, extends the maturity of the Revolving
Note and grants a forbearance period until Dec. 31, 2011. Under
the Agreement, so long as there are no further defaults Amegy
agrees not to exercise any remedies under the Loan Agreement, the
Revolving Note and related loan documents, and to waive the
existing defaults for the forbearance period.

"We are very pleased that Amegy Bank has continued to support and
work with us as we move forward in the exploration and development
of our oil and gas concessions offshore Nicaragua," stated Stanton
E. Ross, Chief Executive Officer of Infinity Energy Resources,
Inc.  "Amegy has agreed to provide an additional $1,050,000 in
funding and has entered into a new Forbearance Agreement with the
Company.  Some of the funds have already been advanced by the bank
to fund our project in Nicaragua, and the balance of over $575,000
will be called upon as necessary, primarily to support our
Nicaraguan activities.  My confidence and optimism regarding the
potential of our offshore exploration activities in Nicaragua are
evident in my agreement to personally guarantee approximately
$500,000 of the new loan amount."

"A portion of the loan proceeds will be used to complete the
filings with the Securities and Exchange Commission, including
audited financials, necessary for Infinity to regain its status as
a fully-reporting company. This will be followed by an application
to re-list IFNY shares on the OTC Bulletin Board."

"With the additional funding, we should be able to complete and
file the Environmental Impact Study with government officials in
Nicaragua," continued Mr. Ross. "Subsequent approval of the EIS
will allow us to move forward with our plans for a 3-D seismic
mapping program of our offshore concessions, which cover
approximately 1.4 million acres and are located in relatively
shallow waters in the Caribbean Sea offshore Nicaragua. Our blocks
are adjacent to, and to the west of, two offshore exploration
blocks held by Noble Energy, Inc.  During its recent fourth
quarter investor conference call, Noble announced the completion
of a recent 3-D seismic mapping program on its Nicaraguan blocks."

"Our consultants' analysis of 2-D seismic data has identified four
prospects covering a total of over 547 square miles on our Tyra
and Perlas blocks," continued Mr. Ross. "We believe that the
potential oil resources present in the Eocene geologic zone alone
could approach ten billion barrels, based upon certain assumptions
involving porosity, saturation, recovery and other parameters.
While the 2-D seismic data does not allow us to identify or
evaluate prospects in the deeper Cretaceous zone, we continue to
believe that Cretaceous, as well as Eocene, hydrocarbons should be
present within Infinity's concessions."

"Our consultants' estimates of hydrocarbon potential are based
upon their preliminary conclusions and are subject to further
analysis, additional seismic data and interpretation, and various
assumptions that cannot be confirmed or disproved until the
prospects are drilled. However, we believe their report supports
our long-held belief that Infinity's concessions have the
potential for multiple world-class oil discoveries," concluded Mr.
Ross.

The Company will host an investor conference call to discuss
recent developments at 11:15 a.m. EST on Feb. 23, 2011.

Shareholders and interested parties may participate in the
conference call by dialing 877-317-6789 (international and local
participants dial 412-317-6789) a few minutes before 11:15 a.m.
EST on Feb. 23, 2011, and asking to be connected to the "Infinity
Energy Resources Conference Call".  A replay of the conference
call will be available one hour after completion of the call until
April 25, 2011, at 5:00 pm EST by dialing 877-344-7529
(international/local participants dial 412-317-0088) and entering
conference I.D. # 448668.  The call will also be available on the
Company's Web site for 30 days following the call at
http://www.ifnyoil.com/

                  About Infinity Energy Resources

Overland Park, Kansas-based Infinity Energy Resources, Inc.
(PINKSHEETS: IFNY.PK) -- http://www.ifnyoil.com/-- has oil and
gas concessions covering roughly 1.4 million acres offshore
Nicaragua in the Caribbean Sea.  The Company is also engaged in
oil and gas activities in Texas and the Rocky Mountain region of
the United States.


INTERNATIONAL COAL: Moody's Upgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded International Coal Group,
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from Caa1, respectively.  In addition, the ratings on the
$125 million ABL revolver due 2014 and $200 million second lien
notes due 2018 were raised to Ba2 and B2, respectively.  The
short-term liquidity assessment was raised to SGL-2 from SGL-3.
The rating outlook is stable.

                        Ratings Rationale

The upgrades and B2 CFR favorably reflect prospects for strong
cash flow from operations (before capital spending) over the
intermediate-term, a substantial reserve position, and an ongoing
shift towards the production of higher margin metallurgical coal
used by the steel industry.  A low level of legacy liabilities,
material increase in met coal production, and the shift towards
underground mining that somewhat mitigates uncertainties
surrounding surface mining permits provide additional support to
the ratings.  However, the B2 CFR is constrained by relatively low
production levels, significant reliance on Central Appalachian
mines, and reliance on certain key mines.  The ratings also
consider inherent operating and geologic risk associated with coal
mining, increased regulatory pressure, and the likelihood that
cash costs will continue to rise moderately over the intermediate
term.

ICG controls 1.1 billion tons of coal reserves of which 320 tons
are met coal reserves, roughly three-fourths of which are owned by
the company.  ICG derives the majority of its revenue from coal
produced in Central Appalachia, which has been subject to intense
regulatory scrutiny.  Coal production has been historically
weighted heavily towards lower-margin thermal coal sold to utility
customers for coal-fired electric generation.

The SGL-2 Speculative Grade Liquidity Rating denotes Moody's
expectation that ICG will maintain good liquidity to support
operations over the near-term.  Moody's expects ICG will be able
to cover basic cash obligations through internally generated cash
flow, but could rely on its $215 cash balance (reported 12/31/10)
to fund expansionary capital expenditures.  External liquidity is
provided by a $125 million asset-based revolving credit facility,
which Moody's expects will be utilized only to collateralize
letters of credit over the next twelve months.  The revolver is
subject to a springing fixed charge coverage ratio test if
availability falls to below $40 million, but Moody's expects
availability to remain above this threshold over the near-term.

The stable rating outlook incorporates Moody's expectation that
over the next twelve to eighteen months ICG will be able to
maintain its cash margins, finance its capital spending program
through a combination of operating cash flow and balance sheet
cash, and maintain good liquidity.  The outlook also incorporates
the expectation that any court ruling concerning ICG's lawsuit
with Allegheny Energy Supply will not have a material negative
impact on ICG's financial health.  The outlook assumes that free
cash flow could be modestly negative over the near-term as ICG
brings on production at the Tygart mining complex.

There is limited ratings upside currently.  However, positive
ratings pressure could develop overtime if ICG substantially meets
and/or exceeds its mine development, production and EBITDA
targets, improves its asset base to support higher cash margins,
and maintains good liquidity, and if the outlook for met coal
continues to be favorable.

Negative ratings pressure could develop if Moody's expect
significant and sustained deterioration in business conditions,
cash margins, or liquidity, or if there is materially adverse
ruling in the Allegheny suit.  Moody's could also consider a
negative outlook or rating downgrade if Moody's expect ICG to use
debt to finance its expansionary capital spending plans or any
potential acquisitions.

This summarizes the actions:

Ratings Upgraded --

* Corporate Family Rating B2 from Caa1

* Probability of Default Rating B2 from Caa1

* $125 million asset based loan facility due 2014 Ba2 (LGD 2, 15%)
  from Ba3 (LGD 2; 18%)

* $200 million second lien senior secured notes due 2018 B2 (LGD
  4, 50%) from Caa1 (LGD 4; 57%)

* Speculative grade liquidity assessment SGL-2 from SGL-3.

* Outlook remains stable.

International Coal Group, Inc., operates 13 coal mining complexes
(8 in Central Appalachia, 4 in Northern Appalachia, and 1 in the
Illinois Basin).  ICG owns approximately two-thirds of its
1.1 billion tons of coal reserves.  The company produced over
16 million tons of coal in 2010.


INTERTAPE POLYMER: Inspired Tech. Damages Reduced to $700,000
-------------------------------------------------------------
Intertape Polymer Group Inc. announced that damages awarded to
Inspired Technologies, Inc. have again been significantly reduced,
this time to $700,000.  The initial jury award in September 2010
against the Company's subsidiary, Intertape Polymer Corp., was for
$13,150,000.  In December 2010, the United States District Court
for the Middle District of Florida granted Intertape's post trial
motion to reduce the amount, and it was lowered from the previous
$13,150,000 to $3,000,000.  ITI then requested a new trial and in
a verdict rendered last Friday, the jury award was further
decreased to $700,000.

The case principally involved claims for breach of contract
asserted by both parties.

                  About Intertape Polymer Group

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

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

                          *     *     *

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

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


IPICO INC: Files Debt Restructuring Proposal Under BIA
------------------------------------------------------
IPICO Inc. on Feb. 18, 2011, filed a proposal to its creditors
under the Bankruptcy and Insolvency Act (Canada).  Under the
proposal the Company will request the approval of its creditors
and the Ontario Superior Court of Justice to a reorganization of
its debts and capital structure.

IPICO is negotiating the terms of a potential interim loan
facility with Brookfield Asset Management Inc., majority holder of
its Series C Secured Debentures.  It is expected that the proposed
loan facility will be submitted to the Court for approval as soon
as possible.  It is anticipated that the loan facility will allow
the Company and its operating subsidiaries to carry on business
during the formal Court process.  If implemented the proposal will
result in the cancellation of all of IPICO's outstanding common
shares and Class A Preferred shares without any payment or
compensation to holders of those shares and Brookfield or an
affiliate thereof will subscribe for all of the new common shares
of IPICO.

If the agreement on the interim loan facility is reached and the
proposal is approved by affected creditors and the Court, IPICO
will continue to operate as a subsidiary of Brookfield.  However,
if agreement on the interim loan facility is not reached, or if
the proposal is not approved by affected creditors and the Court,
it is expected that IPICO will become bankrupt and be placed into
receivership.

For purposes of the proposal and reorganization IPICO has retained
Ernst & Young Inc. to act as its trustee and Fasken Martineau
DuMoulin LLP as its counsel.  IPICO has received the resignations
from its board of directors of Steven Adams, John Gillies and Rob
Bird. Gordon Westwater, Melvin Steinke, Frank Anderson and Allan
Beach are the remaining members of the board of directors.

                          About IPICO Inc.

IPICO Inc. -- http://www.ipico.com/-- is an RFID solution
supplier with operations in Canada, USA, South Africa, Europe, and
Asia.  IPICO produces smart labels, tags and readers based on the
IP-X communication protocol. Its products are designed to conform
to regulatory requirements in most major geographical regions, to
excel at long read range, fast multi-read anti-collision and high
thru-beam read-speeds of dynamic tag populations, and to allow for
multi-reader rollout in close proximity.  IPICO's products are
used to optimize the management of products, equipment, people,
animals and processes within the logistics and other value chains.


JEMANYA CORP.: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Jemanya Corp.
                55 South 5th Street
                Brooklyn, NY 11211

Bankruptcy Case No.: 11-41174

Involuntary Chapter 11 Petition Date: February 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Petitioners' Counsel: Norma E. Ortiz, Esq.
                      ORTIZ & ORTIZ LLP
                      127 Livingston Street
                      Brooklyn, NY 11201
                      Tel: (718) 522-1117
                      Fax: (718) 596-1302
                      E-mail: email@ortizandortiz.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
AJ Iron Work                       Goods Delivered         $25,000
466 Carroll Street
Brooklyn, NY 11215

Har Ji Plumbing                    Goods Delivered         $20,000
117-02 Atlantic Avenue
Queens, NY 11419

Image Renovation                   Goods Delivered         $10,000
25-41 89th Street
Jackson Heights, NY 11370



JETBLUE AIRWAYS: Donald Smith Discloses 6.47% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Donald Smith & Co., Inc. disclosed that it
beneficially owns 19,001,463 shares of common stock of JetBlue
Airways Corporation representing 6.47% of the shares outstanding.
As of Sept. 30, 2010, there were 293,849,319 shares outstanding of
the Company's common stock, par value $.01.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                           *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JETBLUE AIRWAYS: Goldman Sachs Discloses 6.0% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goldman Sachs Asset Management disclosed that it
beneficially owns 17,593,003 shares of common stock of JetBlue
Airways Corporation representing 6.0% of the shares outstanding.
As of Sept. 30, 2010, there were 293,849,319 shares outstanding of
the Company's common stock, par value $.01.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                           *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JETBLUE AIRWAYS: Whitebox, et al., Disclose 7.2% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Whitebox Advisors, LLC and its affiliates disclosed
that they beneficially own 22,655,358 shares of common stock of
JetBlue Airways Corporation representing 7.2% shares of the
Company outstanding.  As of Sept. 30, 2010, there were 293,849,319
shares outstanding of the Company's common stock, par value $.01.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                           *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JLP1 LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JLP1, LLC
        6602 Vanda Lane
        Land O'Lakes, FL 34637

Bankruptcy Case No.: 11-02748

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Steve Dinh Tran, Esq.
                  LAW OFFICE OF STEVE D. TRAN, PLLC
                  2285 First Avenue North, Suite A
                  St. Petersburg, FL 33713
                  Tel: (727) 644-7448
                  Fax: (727) 216-1568
                  E-mail: uf3323@aol.com

Estimated Assets: $50,001 to $100,000

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/flmb11-02748.pdf

The petition was signed by Herb Sylvester, owner.


KAMPERT DAIRY: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kampert Dairy, LLC
        590 Malone Road
        Pulaski, TN 38478

Bankruptcy Case No.: 11-01495

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: Marian F. Harrison

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

Scheduled Assets: $515,000

Scheduled Debts: $3,392,145

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb11-01495.pdf

The petition was signed by Theo Kampert, president.


KAZI FOODS: Case Summary & List of Unsecured Creditors
------------------------------------------------------
Debtor: Kazi Foods of Michigan, Inc.
        4862 Maddie Lane
        Dearborn, MI 48126

Bankruptcy Case No.: 11-43971

Chapter 11 Petition Date: February 17, 2011

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

Judge: Thomas J. Tucker

Debtor's Counsel: Stephen M. Gross, Esq.
                  MCDONALD HOPKINS, PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  Fax: (248) 646-5075
                  E-mail: sgross@mcdonaldhopkins.com

Estimated Assets: $0 to $50,000

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

Debtor-affiliate that filed separate Chapter 11 petition:

  Debtor                           Case No.       Petition Date
  ------                           --------       -------------
Kazi Foods of Florida, Inc.        11-43986          02/17/11
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Stephen Poludniak, treasurer.

A list of Kazi Foods of Michigan's 27 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb11-43971.pdf

A list of Kazi Foods of Florida's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb11-43986.pdf


KNOLOGY INC: Refinancing Won't Affect Moody's 'B1' Rating
---------------------------------------------------------
Moody's Investors Service said that Knology, Inc.'s proposed
refinancing (repricing and extension, and $20 million increase) of
its senior secured bank credit facilities does not affect the
company's ratings, including the company's B1 Corporate Family
Rating, B2 Probability of Default Rating, B1 senior secured bank
debt ratings and SGL-2 Speculative Grade Liquidity Rating.  The
rating outlook remains stable.  The company is expected to realize
modest reductions in cash interest expense and related
improvements in free cash flow generation and overall liquidity by
bringing the pricing on its recent (October 2010) refinancing in
line with current market rates (and extending maturities and
modestly increasing borrowings of its term debt), albeit not by a
meaningful enough amount to impact ratings.

Moody's last rating action on Knology was on September 15, 2010,
when the company was assigned B1 ratings for its $770 million of
combined senior secured bank credit facilities that were being
arranged to refinance existing debt and partially finance the
planned and now completed $165 million acquisition of Sunflower
Broadband.

Headquartered in West Point, Georgia, Knology, Inc., is
principally an "overbuild" provider of video, high speed data and
voice services to approximately 232 thousand video subscribers
(plus an additional 32 thousand acquired from Sunflower Broadband
in early October 2010, per management) located primarily in the
Southeast and portions of the Midwest.  The company generated
revenue of approximately $443 million (plus an estimated
$50 million related to the Sunflower Broadband acquisition which
will be included in Knology's reported financial statements going
forward) for the twelve month period ended Sept. 30, 2010.


LAB RESEARCH: Canadian Lender Gets Deloitte as Receiver
-------------------------------------------------------
LAB Research Inc.'s main Canadian lender has obtained an Order
from the Commercial Chamber of the Superior Court of Laval
appointing Samson Belair Deloitte and Touche to act as Receiver
pursuant to section 243 of the Bankruptcy and Insolvency Act,
R.S.C. (1985) ch. B-3 (the "Receiver Order").  Further to the
Receiver Order, the remaining directors of the Company resigned
and SBDT took control of the operations of the Company.  According
to the motion filed by the Lender in support of the Receiver
Order, the Receiver intends to solicitate/entertain offers on the
assets of the Company with a view to complete a transaction with a
potential acquirer/investor in the best delay, preferably on a
going concern basis.

On February 2, 2011, the Company announced the execution of a non-
binding letter of intent with a US based private equity group. The
purchaser has informed the Company that it is no longer interested
in completing the transaction pursuant to the terms and conditions
set out in the letter of intent.


LEHMAN BROTHERS: Unable to Submit Form 13-F
-------------------------------------------
Lehman Brothers Holdings Inc. filed with the U.S. Securities and
Exchange Commission on Feb. 11, 2010, a report stating its
inability to provide the information required on Form 13F.

LBHI said it won't be able to provide the information due to the
sale of the major businesses of the company and its broker-dealer
unit, Lehman Brothers Inc.   The company also blamed the filing
of administrative and civil rehabilitation cases of its
subsidiaries, which comprise parts of its European and Asian
businesses that resulted in portions of the securities trading
records and systems of the company and LBI unavailable and non-
accessible.

"As a result of the sale and actions taken by certain creditors
with respect to section 13(f) securities that had been pledged by
the [companies] or their affiliates, as collateral to those
creditors, the [companies] cannot compile an accurate accounting
of section 13(f) securities held," the SEC filing said.

LBHI said they are currently reconciling discrepancies in
information they have with respect to those securities.

                      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 Sept. 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 Sept. 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 Sept. 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)


LEVEL 3 COMMUNICATIONS: Harris Assoc. Does Not Own Any Securities
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Harris Associates L.P. 04-3276558 and Harris
Associates Inc. 04-3276549 disclosed that they do not own any
shares of common stock of Level 3 Communications Inc.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


MACHAPUNGA LLC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Machapunga, LLC
        818 South White Street
        Wake Forest, NC 27587

Bankruptcy Case No.: 11-01196

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.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 seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-01196.pdf

The petition was signed by James M. Adams, Sr., member manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
3 G Properties, LLC   10-04763                    06/14/10


MAGNA ENTERTAINMENT: GLG Partners Ceases to Own Class A Stock
-------------------------------------------------------------
GLG Partners LP, GLG Market Neutral Fund, and GLG Partners Limited
disclose that as of Dec. 31, 2010, they have ceased to own any
shares of Class A Subordinate Voting Stock, par value $0.01 per
share, of Magna Entertainment Corporation.

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

               http://researcharchives.com/t/s?7394

                 About Magna Entertainment Corp.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MARCO A CANTU: Court Denies Discharge Under Sec. 727(a)
-------------------------------------------------------
Michael Schmidt, Guerra & Moore, Ltd., LLP, and Howard S.
Grossman, P.A., instituted the suit, Michael B Schmidt, Trustee,
et al, v. Marco A. Cantu, et al., Adv. Pro. No. 09-7018 (Bankr.
S.D. Tex.), seeking to have both Marco and Roxanne Cantu denied a
discharge under 11 U.S.C. Sec. 727(a).  The Plaintiffs asserted
that the Cantus engaged in improper transfers of estate assets,
made false oaths in connection with their bankruptcy cases,
refused to comply with lawful court orders, failed to keep
adequate records, and withheld information from the Trustee.
Considering Mark and Roxanne Cantu separately, the Bankruptcy
Court denied discharge to each.

Mark Cantu is a practicing attorney with his law office in
McAllen, Texas.  He and his wife attended the University of Texas
at Austin.  Both graduated with bachelor's degrees, and Mr. Cantu
went on to earn a law degree.  He has practiced law for over 20
years.

The Cantus have owned numerous businesses in and around McAllen
and Edinburg, Texas.  In addition to Mr. Cantu's law office, the
Cantus owned and operated the University Inn, the Palm Plaza Motel
and RV Park, the La Vista Mobile Home Park, and the Dominion
Apartments.  They had an interest in Cor-Can, Inc. and Canflor,
L.P.  Individually and through Mar-Rox Inc., the Cantus owned
several commercial properties, including the Atrium, four
restaurants, the Pan-American Plaza, the University Center, the
Trigo Office Building, the Delta Building, and the St. Anthony's
Building.  Including the Mar-Rox properties, the Cantus owned
roughly $24.4 million in real estate.

The Cantus filed a voluntary chapter 11 petition on May 6, 2008,
(Bankr. S.D. Tex. Case No. 08-70260).  Mar-Rox filed a voluntary
chapter 11 petition (Bankr. S.D. Tex. Case No. 08-70261) on the
same day.  The cases were jointly administered.  Oscar Luis Cantu,
Jr., Esq., served as bankruptcy counsel.  Mar-Rox estimated
$10 million to $50 million in both assets and debts in its
petition.

The Cantus' case was converted to a case under Chapter 7, and
Michael Schmidt was appointed Trustee on June 24, 2009.  Mar-Rox's
case was converted to chapter 7 on July 1, 2009.

Throughout the bankruptcies, the Cantus were uncooperative with
the Court and the Trustee.  They failed to provide material
documents to the Trustee, including records of their extensive
jewelry sales, information about their contingency fee interests,
and records of their use of estate funds.  The Cantus,
particularly Mr. Cantu, also directly violated Court orders. On
two occasions, Mr. Cantu interfered with the sale of estate assets
that had been authorized by the Court.  Mr. Cantu also failed to
comply with an order to turn over non-exempt property. Both Cantus
violated the Court's cash collateral orders.  Sixteen adversary
proceedings arose out of the Cantus' bankruptcy case.

A copy of Bankruptcy Judge Marvin Isgur's February 17, 2011
memorandum opinion is available at http://is.gd/2H7BqTfrom
Leagle.com.


MAXXAM INC: Dimensional Fund Holds 7.61% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Dimensional Fund Advisors LP disclosed that it
beneficially owns 1,369 shares of common stock of Maxxam Inc.
representing 7.61% shares outstanding.  As of Nov. 11, 2009, there
were 4,559,637 shares of common stock outstanding.

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the
substantial portion of its operations through its subsidiaries,
which operate in two industries -- Residential and commercial real
estate investment and development (primarily in second home or
seasonal home communities), through MAXXAM Property Company and
other wholly owned subsidiaries of the Company, as well as joint
ventures; and racing operations, through Sam Houston Race Park,
Ltd. a Texas limited partnership wholly owned by the Company,
which owns and operates a Texas Class 1 pari-mutuel horse racing
facility in the greater Houston metropolitan area, and a pari-
mutuel greyhound racing facility in Harlingen, Texas.

At Sept. 30, 2009, MAXXAM had $361.6 million in total assets,
$778.0 million in total liabilities, and a $416.4 million
stockholders' deficit.

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MAXUM PETROLEUM: Moody's Withdraws All Ratings on Senior Notes
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to Maxum
Petroleum Operating Company and its proposed issuance of
$250 million of senior unsecured notes due 2019.  This action
follows Maxum's cancellation of the proposed transaction.  Ratings
withdrawn include the B3 Corporate Family Rating, B3 Probability
of Default rating, SGL-3 Speculative Grade Liquidity rating,
stable outlook, and the B3 (LGD4-54%) rating assigned to the to
the proposed $250 million senior unsecured notes due 2019.

The last rating action on Maxum was on January 20, 2011, when
Moody's assigned a first time B3 Corporate Family Rating, B3
Probability of Default rating, SGL-3 Speculative Grade Liquidity
rating, and stable outlook to Maxum, as well as a B3 (LGD4-54%) to
the company's proposed $250 million senior unsecured notes due
2019.

Maxum Petroleum Operating Company is a marketer and distributor of
refined petroleum products headquartered in Greenwich, CT.


MIG INC: 2nd Circ. Affirms Dismissal of Paul Weiss Suit
-------------------------------------------------------
Bankruptcy Law360 reports that the Second Circuit on Friday
affirmed the dismissal of MIG Inc.'s suit accusing Paul Weiss
Rifkind Wharton & Garrison LLP of improperly drafting a
certificate of designation that spurred a shareholder suit leading
to the telecom's bankruptcy.

In a two-page summary order, the U.S. Court of Appeals for the
Second Circuit affirmed a judge's "well-reasoned" opinion that
New York's three-year statute of limitations barred the
malpractice claim, according to Law360.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP, assists the Company in its restructuring efforts.  Debevoise
& Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company estimated US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.



MOHEGAN TRIBAL: Files Form 10-Q; Q4 Profit at $12.48 Million
------------------------------------------------------------
Mohegan Tribal Gaming Authority filed its quarterly report with
the U.S. Security and Exchange Commission for the fiscal first
quarter ended Dec. 31, 2010.  The Company reported net income of
$12.48 million on $335.60 million of net revenue for the three
months ended Dec. 31, 2010, compared with net income of
$3.89 million on $341.81 million of net revenue for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion
in total assets, $2.07 billion in total liabilities and
$141.32 million in total capital.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7388

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MOMENTIVE PERFORMANCE: Amends 8-K; Files Copy of Amendment Pact
---------------------------------------------------------------
Momentive Performance Materials Inc. filed a current report on
Form 8-K with the Securities and Exchange Commission to report
that it had entered into an amendment agreement to its credit
agreement dated as of December 4, 2006.  The Company filed an
amendment no. 1 to the Current Report to include certain
additional exhibits.

A full-text copy of the Amendment Agreement to Credit Agreement is
available for free at http://ResearchArchives.com/t/s?7389

On Feb. 10, 2011 the conditions to the effectiveness of the
Amendment Agreement were satisfied and the Credit Agreement was
amended to, among other things:

   (i) extend the maturity of term loans held by consenting
       lenders to May 5, 2015 and increase the applicable margin
       with respect to such extended term loans to 3.50% per annum
       for eurocurrency loans;

  (ii) allow future mandatory and voluntary prepayments to be
       directed to non-extended term loans prior to the extended
       maturity term loans;

(iii) subject to the requirement to make those offers on a pro
       rata basis to all term loan lenders or to all lenders
       holding revolving commitments, as applicable, allow the
       Company to extend the maturity of term loans or revolving
       commitments, as applicable, and for the Company to
       otherwise modify the terms of loans or revolving
       commitments in connection with such an extension; and

  (iv) amend certain other terms therein.

Pursuant to the Amendment Agreement, lenders under the Company's
credit agreement have agreed to extend the maturity of (i)
approximately $436 million aggregate principal amount of their
dollar term loans (approximately 87% of the total dollar term
loans) and (ii) approximately EUR 294 million aggregate principal
amount of their euro term loans (approximately 77% of the total
euro term loans), for an overall extension of approximately $839.5
million aggregate US dollar equivalent principal amount of term
loans (approximately 81.5% of the total term loans).

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company's balance sheet at Sept. 26, 2010, showed
$3.33 billion in total assets, $3.83 billion in total liabilities,
and a stockholders' deficit $497.78 million.

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on October 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOUNT VERNON: 2nd Amended Liquidation Plan Declared Effective
-------------------------------------------------------------
The effective date under Mount Vernon Monetary Management Corp.,
et al.'s second amended joint plan of liquidation occurred on
Jan. 7, 2011.

On Dec. 23, 2010, the Hon. Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Second
Amended Plan, a copy of which is available for free at:

     http://bankrupt.com/misc/MOUNT_VERNON_2ndamendedplan.pdf

As reported by the Troubled Company Reporter on Oct. 20, 2010, the
Debtors and the Official Committee of Unsecured Creditors
submitted to the Court a proposed Plan of Liquidation and an
explanatory Disclosure Statement.  Under that Plan, holders of
allowed general unsecured claims will receive their pro rata share
of MVMMC Trust assets after payment of the administrative expense
claims, allowed Customer Claims and Convenience Claims net of
payments made pursuant to the restitution order.  The Plan cancels
all equity interests in the Debtors and the holders of equity
interests will receive no distribution under the Plan.

On Nov. 10, 2010, the Debtors and the Committee filed an amended
disclosure statement, which stated that Under the Plan, Allowed
Administrative Expense Claims, Priority Tax Claims, Non-Tax
Priority Claims, and Secured Claims are Unimpaired and will be
satisfied in full.  Holders of Customer Claims, General Unsecured
Claims, and Convenience Claims are impaired under the Plan and are
entitled to vote.  The Plan cancels all Equity Interests in the
Debtors. Holders of Equity Interests will receive no distributions
under the Plan.

The Second Amended Plan was filed on Dec. 21, 2010, and states
that on the Effective Date, the MVMMC Trust will be formed
pursuant to the Plan and the MVMMC Trust Agreement, and the MVMMC
Trust Assets and the Debtors' liabilities will be transferred to
and vest in the MVMMC Trust for the benefit of the MVMMC Trust
Beneficiaries pursuant to the terms hereof and MVMMC Trust
Agreement.  In the event of any inconsistencies or conflict
between the MVMMC Trust Agreement and the Plan, the terms and
provisions of the MVMMC Trust Agreement will control.

Under the Second Amended Plan, all of the Debtors' right, title,
and interest in all Assets will vest in the MVMMC Trust for the
benefit of the MVMMC Trust Beneficiaries and will become and be
deemed for all purposes to be MVMMC Trust Assets without any
further court order, action, or notice to any person.  The
Committee will appoint the MVMMC Trustee, who will be independent
of the Debtors.

The MVMMC Trust will be dissolved no later than three years from
the Effective Date.

On the Effective Date, (i) all Interests in the Debtors; (ii) any
and all stock options (including, but not limited to, all stock
options granted to the Debtors' employees); (iii) any and all
warrants; and (iv) any instrument evidencing or creating any
indebtedness or obligation of the Debtors, except such instruments
that are reinstated (or amended and restated) under the Plan, will
automatically be cancelled and extinguished.  Additionally, as of
the Effective Date, all Interests in the Debtors, and any and all
warrants, options, rights, or interests with respect to any
existing or prospective equity Interest in the Debtors that have
been authorized to be issued but that have not been issued
automatically will be deemed cancelled and extinguished without
any further action of any party.

Under the 2nd Amended Plan, administrative expense claims will be
paid in cash, in full.  Customer claims, general unsecured claims
and convenience claims will also be paid in full.

Unpaid U.S. trustee fees incurred before the effective date will
be paid by the Debtors in full.  Fees incurred after the effective
date will be timely paid from MVMMC Trust Assets by the
MVMMC Trustee in the ordinary course as such U.S. Trustee Fees
become due and payable, until the entry of a final decree.

Priority tax and non-tax priority claims will be paid in full, in
cash.

Holders of an allowed secured claim will receive in full, (i) cash
from the MVMMC Trust Assets equal to the Allowed amount of the
claim; (ii) the property securing the claim; or (iii) other
treatment to which the holders and the MVMMC Trustee agree to.

Equity interests in the Debtors will automatically be extinguished
and cancelled.

The deadline for the filing of any applications for payment of an
administrative expense claim was Jan. 31, 2011.

Any applications for payment of a fee claim must be filed by
March 8, 2011.

                    About Mount Vernon Monetary

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.

The Official Committee of Unsecured Creditors is represented by S.
Jason Teele, Esq., Sharon L. Levine, Esq., and Cassandra M.
Porter, Esq., at Lowenstein Sandler, PC, in Roseland, New Jersey.


MPG OFFICE: Robert Deutschman Does Not Own Any Securities
---------------------------------------------------------
Robert M. Deutschman, a director at MPG Office Trust,Inc.,
disclosed that he does not own any securities of MPG Office Trust,
Inc.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MPG OFFICE: Goldman Sachs Holds 9.0% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Goldman Sachs Group, Inc. disclosed that it
beneficially owns 903,600 shares of 7.625% Series A Cumulative
Redeemable Preferred Stock of MPG Office Trust, Inc. representing
9.0% of the shares outstanding.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MRU HOLDINGS: Court Dismisses Shareholder Suit Against Merrill
--------------------------------------------------------------
American Bankruptcy Institute reports that U.S. District Judge
Richard Berman ruled Thursday, Feb. 17, 2011, that 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.

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At Sept. 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 this bankruptcy filing,
the Company has suspended business operations.


MSR RESORT: Vendors Who Continue to Provide Goods to Be Paid
------------------------------------------------------------
Mike Perrault, writing for The Desert Sun, reports that vendors in
the Coachella Valley who provided products and services to La
Quinta Resort & Club, PGA West and Citrus Club in La Quinta may
have a tough time collecting for outstanding invoices, unbilled
amounts and uncashed checks in the wake of the resorts' Chapter 11
bankruptcy protection.

According to The Desert Sun, in a letter to vendors obtained by
The Desert Sun, La Quinta Resort & Club Finance Director Michael
Afloarei said it's up to the bankruptcy court to decide the amount
and distribution of payments for vendor goods and services
provided before the Feb. 1 filing.

The report also relates Mr. Afloarei told vendors they will be
paid for products and services rendered after Feb. 1.  "The hotel
values its vendor relationships and looks forward to working with
its vendors for many years to come while operating from the
stronger financial position that will result from the right-sized
capital structure," Mr. Afloarei stated in the letter.

According to the report, hotel officials said vendors who provide
everything from food and beverages to clothing and other items
still are expected to honor their contractual relations while the
bankruptcy case is pending in court.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On January 28, 2011, CNL-AB LLC acquired the equity interests in
the portfolio through a foreclosure proceeding.  CNL-AB LLC is a
joint venture consisting of affiliates of Paulson & Co. Inc.  A
joint venture affiliated Morgan Stanley's CNL Hotels & Resorts
owned the resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MXENERGY HOLDINGS: Reports $25MM Net Income for Dec. 31 Qtr.
------------------------------------------------------------
MxEnergy Holdings Inc. filed its quarterly report with the
Securities and Exchange Commission reporting net income of
$25.70 million on $183.82 million of sales of natural gas and
electricity for the three months ended Dec. 31, 2010, compared
with net income of $18.22 million on $152.77 million of sales of
natural gas and electricity for the same period during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed
$229.45 million in total assets, $139.71 million in total
liabilities and $89.74 million in stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?738a

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NEWLAND INTERNATIONAL: Fitch Cuts Rating to Senior Notes to 'Bsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded Newland International Properties,
Corp.'s $220 million senior secured notes to 'Bsf' from 'B+sf'.
The transaction remains on Rating Watch Negative due to continuing
concerns over further delivery delays as well as to monitor
buyers' willingness and ability to close on units upon delivery.
Newland International Properties, Corp. is developing the Trump
Ocean Club International Hotel & Tower, a multi-use tower located
on the Punta Pacifica Peninsula in Panama City, Panama.

The downgrade of the transaction is attributed to the on-going
construction and delivery delays as well as the reduction in
eligible receivables to $229 million as of year-end 2010 from
$253.7 million as of October 2010.  Unit delivery has been further
delayed and this may cause pressure in replenishing the debt
service reserve account if used during the May debt payment.
Additionally, this shrinking time cushion will give Newland less
time to attempt to re-sell any additional units that default
during this time period.

In December, upon the failure of the casino buyer to make an
additional payment due, Newland declared the casino buyer in
default.  The casino default in combination with the previously
recognized July unit defaults have resulted in an approximate
decrease of nearly $32 million in eligible receivables, making the
project more sensitive to future buyer defaults and dependent upon
new unit sales to repay the notes.

While delays at the project have been on-going, largely related to
the delivery and installation of the interior millwork for the
units, progress is now being made at the site.  As of mid-February
the millwork for the condominium units up to the 35th floor has
been substantially completed, the hotel room work is now
approximately 25% completed, and the baylofts completion is
progressing.  The unit delivery process is projected to be
completed in phases over the next few months, with commercial
spaces and condominium units beginning in March and the baylofts
and hotel units starting in April.

The ability of buyers to obtain mortgage financing, if needed,
continues to be a concern that Fitch is being monitored closely.
Since buyers do not need to show proof of their ability to pay
until the certificate of occupancy is presented, it is difficult
to track the potential for unit defaults upon delivery.  However,
given that the project is now in the final stages of construction,
Fitch expects this to become more apparent over the next few
months as units become ready for delivery.

There are sufficient funds in the debt service reserve account to
make the May 2011 debt service payment.  However, if the actual
delivery dates continue to be pushed out or the actual level of
defaults is greater than expected, it will be more difficult for
Newland to replenish the account within 60 days of the May
payment, as currently required under the documents, or meet the
November debt service payment of $45 million.


ORIENTAL TRADING: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Omaha-based reorganized Oriental
Trading Co. Inc. to 'B' from 'D'.  The outlook is stable.

S&P also assigned a 'B' issue-level rating and '4' recovery rating
to the company's $220 million term loan.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%) recovery of
principal in the event of a payment default.

At the same time, S&P withdrew its ratings on all of the
prepetition debt outstanding at Oriental Trading.

On Feb. 10, 2011, the U.S. Bankruptcy Court overseeing the Chapter
11 proceedings of OTC issued its order confirming the company's
plan of reorganization.  Under the plan, OTC's capital structure
consists of a $50 million revolving ABL revolving credit facility
and a $220 million term loan.

"S&P's rating reflects its view of OTC's vulnerable business risk
profile," said Standard & Poor's credit analyst Mariola Borysiak,
"characterized by its presence in a very competitive and
fragmented toys, novelties, party supplies, and home decor
retailing industry." S&P believes that intense competition in the
industry, coupled with significant cost increases, will continue
to strain operating performance.  In S&P's opinion, OTC's value
proposition did not isolate the company from reduced consumer
spending during the recent economic downturn.

However, recent operating trends have shown signs of
stabilization, with some improvement in sales per customer and an
increase in average order value.  Still, S&P expects only modest
sales growth during the company's fiscal 2012 due to a significant
reduction in efforts to attract new customers during the past two
years, as well as continually weak discretionary spending.  As a
result, S&P believes OTC now faces higher costs for prospecting
and acquiring new customers, which, in S&P's view, could pressure
profitability in the near term.


OTTER TAIL: Green Plains Acquires Ethanol Plant in Fergus Falls
---------------------------------------------------------------
The Associated Press reports that Omaha-based Green Plains
Renewable Energy Inc. said a bankruptcy court has accepted its bid
to acquire an ethanol plant from Otter Tail Ag Enterprises near
Fergus Falls, Minnesota.  The AP notes Green Plains stated that it
will finance the $55 million acquisition with cash and financing
from a group of nine lenders.  The company expects to complete the
deal in March.

                        About Green Plains

Green Plains Renewable Energy, Inc. (Nasdaq:GPRE) is North
America's fourth largest ethanol producer, operating a total of
eight ethanol plants in Indiana, Iowa, Michigan, Nebraska and
Tennessee with annual expected operating capacity totaling
approximately 657 million gallons.  Green Plains owns 51% of
Blendstar, LLC, a biofuel terminal operator which operates nine
blending or terminaling facilities in seven states in the south
central United States.

                         About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


PECAN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pecan Properties, Inc.
        P.O. Box 74170
        Tulsa, OK 74170

Bankruptcy Case No.: 11-10323

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Scott P. Kirtley, Esq.
                  RIGGS, ABNEY, NEAL, TURPEN, ORBISON & LEWIS
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: skirtleyattorney@riggsabney.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/oknb11-10323.pdf

The petition was signed by Mark W. Swadener, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Swadener Investment Properties, LLC    11-10322   02/18/11


PILGRIM'S PRIDE: 5th Cir. Says Clinton Can't Amend Lawsuit
----------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
district court's ruling denying the request by the city of
Clinton, Arkansas, for leave to file an amended complaint against
Pilgrim's Pride Corporation and dimissing the city's original suit
without prejudice.  A three-man panel consisting of Circuit Judges
Carolyn Dineen King, William Lockhart Garwood, and W. Eugene
Davis, held that the district court did not err in denying the
City's motion for leave to file or in dismissing the City's
petition for failure to state a claim.

Pilgrim's Pride owns a facility for growing and processing poultry
in the city of Clinton.  Pilgrim's acquired the facility in 2004
from another poultry processing company, ConAgra.  In October
2008, Pilgrim's announced that it would close its operations in
the City.  Pilgrim's filed Chapter 11 bankruptcy in December 2008.

As a result of the plant's closure, the City experienced economic
distress, including difficulty in repaying debts the City incurred
in the construction of a water purification system designed to
serve the needs of the poultry plant.  On June 1, 2009, the City
initiated an adversary proceeding in Bankruptcy Court, alleging
that Pilgrim's violated the Packers and Stockyards Act, 7 U.S.C.
Secs. 187 et seq., by closing the plant "for the purpose" and with
the "effect" of manipulating the price of commodity chicken.  The
suit also alleged fraud, fraudulent non-disclosure, and promissory
estoppel.  The District Court for the Northern District of Texas,
Fort Worth Division, withdrew the case from Bankruptcy Court on
August 18, 2009 pursuant to 28 U.S.C. Sec. 157(d).

On September 15, 2009, the district court dismissed without
prejudice the City's original complaint, finding that the City
lacked standing to pursue its claims under the PSA, and that the
City's complaint failed to state a claim for promissory estoppel,
fraud, or fraudulent non-disclosure.  The City filed a motion for
leave to amend, and attached a proposed First Amended Complaint
that sought to plead the fraud and promissory estoppel claims with
sufficient specificity and to add claims for violations of the
Arkansas Deceptive Trade Practices Act and unjust enrichment.  The
district court denied leave to amend on the basis that amending
the complaint would be futile, and dismissed the civil action with
prejudice.  The district court thereafter entered a final judgment
under F.R.C.P 54(b).

Although the amended complaint repeated the claims for violation
of the PSA, fraudulent nondisclosure, and attorneys fees, the City
does not challenge on appeal the dismissal of any of those claims.
Judgment in favor of Pilgrim's and adverse to the City has thus
become final on each of those claims.  The appeal concerns only
the adequacy of the allegations related to the City's claims of
fraud, promissory estoppel, unjust enrichment, and the ADTPA.

The appellate case is City of Clinton, Arkansas, v. Pilgrim's
Pride Corporation, Case No. 10-10039 (5th Cir.).  A copy of the
Fifth Circuit's decision, dated February 17, 2011, is available
at http://is.gd/O7O6Jbfrom Leagle.com.  Judge Garwood penned the
opinion.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664).  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.


PLAINFIELD APARTMENTS: Court Urges Parties to Reach Agreement
-------------------------------------------------------------
Mark Spivey at the Asbury Park Press reports that the presiding
judge in the U.S. Bankruptcy Court case of Plainfield Apartments
LLC, the company that owns nine city apartment entities managed by
Connolly Properties Inc., is urging company officials and the bank
that holds the mortgages on the apartments to "give it the old
college try" in negotiating an agreement that would satisfy both
parties and effectively end the case.

According to the report, Plainfield Apartments last month filed a
proposed reorganization plan, a commonly used method through which
a company seeks to emerge from bankruptcy with restructured debt,
allowing it to remain operational.  However, Spencer Savings Bank,
the North Jersey bank that holds the mortgage on the properties,
during recent months has expressed fraying patience with the case
-- last month Helen Davis Chaitman, the attorney representing
Spencer, asked presiding Judge Morris Stern to order a sale of the
apartments and the liquidation of Plainfield Apartments' stake in
them.  But Judge Stern has refused to immediately issue such an
order, postponing a decision on the matter for at least a month,
and instead suggested that the two sides head to the negotiating
table.

"It's not as though the property is going to hell in a handbag. I
don't get that impression," the Asbury Park Press quotes Judge
Stern as saying, shortly after Davis Chaitman suggested that the
bank feels that the apartments' value is deteriorating.  "This
court is inclined to say let's at least take it to the next step."

The Asbury Park Press relates that that step should come Feb. 16,
when Judge Stern is expected to rule on Plainfield Apartments'
proposed reorganization plan -- which can be approved if creditors
holding claims on at least two-thirds of the total debt amount
owed by the company vote to approve it, provided that more than 50
percent of the total number of voting creditors choose to approve
it.  But if an agreement between Plainfield Apartments and Spencer
also is not reached by that date, Stern indicated that he plans to
rule on the bank's request to order a sale of the properties.

Despite claiming that Plainfield Apartments' financial situation
constitutes a "case that cannot reorganize," Mr. Chaitman said the
bank would be willing to negotiate a deal that has the potential
to allow Plainfield Apartments to retain the properties and allow
Connolly Properties to continue managing them.

The Asbury Park Press says whether such an agreement can be
reached remains unclear.  A key sticking point in negotiations
could be the proposed reorganization plan's payment schedule,
which features one year of monthly payments of interest only, then
nine years of monthly payments of principal and interest, both to
be paid on 4 percent interest rates.  A balloon payment of all
remaining debt would be paid at the end of the 10-year term,
according to the plan.  Mr. Chaitman insisted that the company
"doesn't have the cash flow to pay it," but attorney Richard
Trenk, representing Plainfield Apartments, insisted that "the
numbers will play out."

                           Pending Sales

According to the Asbury Park Press, in other developments
discussed in court, Trenk announced on behalf of Connolly
Properties officials that plans are proceeding to sell four
company-managed buildings in East Orange and a fifth, Carteret
Arms, in Trenton.  The two companies that own the five buildings
both filed for Chapter 11 bankruptcy protection last year.

According to Trenk, a "firm offer" was received for the East
Orange buildings, which total about 270 units.  Six bids for the
properties were received, Trenk said, and the highest, which he
said came in at about $12 million to $12.5 million, is being
targeted for acceptance.  Mark Slama, the attorney representing
the Federal National Mortgage Association, which holds the
mortgage on the buildings, said his client believes the offer
"merits consideration."

Trenk also said, according to the report, that a $125,000
marketing deal has been reached to advertise the sale of Carteret
Arms, the 270-unit, 14-story building that sits blocks away from
the State House near the banks of the Delaware River.  The
national real-estate marketing firm Sheldon Good will receive a 5
percent commission on a sale after it launches an advertising
campaign expected to last 60-75 days that will include
advertisements being placed in the Wall Street Journal, the
Philadelphia Inquirer and other regional media outlets.

Trenk also said that bankruptcy filings are expected to be made
later this month on Grand Court Villas, Livingston Apartments and
Julian Court, three companies that own individual apartment
entities managed by Connolly Properties.  But Connolly Properties
spokesman Ron Simoncini said that despite appearances, the company
is not looking to reduce its portfolio to city apartments alone.

"It would be difficult for us to seem enthusiastic about giving up
any of our properties -- we believe in all of them," the report
quotes Mr. Simoncini as saying.  "But the reality is ... the
intelligent strategy is for us to have some assets.  Which those
are will be based on economic opportunities, and not necessarily
regional preference."

                    About Plainfield Apartments

Plainfield Apartments, LLC, is a real estate company based in
Plainfield, New Jersey.  It filed for Chapter 11 on August 7
(Bankr. D. N.J. Case No. 09-30679).  Richard D. Trenk, Esq., at
Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the
Company in its restructuring efforts.  The Company disclosed
$14,181,853 in assets and $17,587,846 in debts.

An affiliate, Fulton-Harrison LLC, filed for protection in the
same court on July 29 (Case No. 09-29666).

According to the Troubled Company Reporter on April 28, 2010, a
federal judge converted the Chapter 11 bankruptcy case of
Plainfield Apartments LLC to Chapter 7 liquidation proceeding,
paving for Savings Bank to proceed with a foreclosure action.


PRECISION OPTICS: Incurs 330,950 Net Loss in Dec. 31 Qtr.
---------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q for the
quarter ended Dec. 31, 2010.  The Company reported a net loss of
$330,950 on $435,770 of revenue for the three months ended Dec.
31, 2010, compared with a net loss of $304,098 on $686,036 of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

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

                http://ResearchArchives.com/t/s?73a1

                       About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


QUEPASA CORP: Amends Form S-1 Registration; Announces Pricing
-------------------------------------------------------------
Quepasa Corporation filed a post-effective amendment to its
registration statement on Form S-1 regarding its offer to sell up
to 1,083,483 shares of the Company's common stock and 150,000
shares of common stock issuable upon exercise of warrants at $4.50
per share which may be offered by the selling shareholders
identified in this prospectus.  The Company will not receive any
proceeds from the sales of shares of its common stock by the
selling shareholders.  The Company will, however, receive proceeds
in connection with the exercise of the warrants.

The Company's common stock trades on the NYSE Amex under the
symbol "QPSA".  As of February 7, 2011, the closing price of its
common stock was $13.65 per share.

No underwriter or other person has been engaged to facilitate the
sale of shares of our common stock in this offering.  The selling
shareholders may be deemed underwriters of the shares of our
common stock that they are offering within the meaning of the
Securities Act of 1933.  The Company will bear all costs, expenses
and fees in connection with the registration of these shares.

The selling shareholders are offering these shares of common
stock.  The selling shareholders may sell all or a portion of
these shares from time to time in market transactions through any
market on which the Company's common stock is then traded, in
negotiated transactions or otherwise, and at prices and on terms
that will be determined by the then prevailing market price or at
negotiated prices directly or through a broker or brokers, who may
act as agent or as principal or by a combination of such methods
of sale.  The selling shareholders will receive all proceeds from
the sale of the common stock.

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

The Company's balance sheet at Dec. 31, 2010 showed $16.45 million
in total assets, $7.26 million in total liabilities and
$9.19 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUEPASA CORP: F. Levin, et al., Hold 7.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fredric W. Levin, et. al, disclosed that they
beneficially own 1,208,693 shares of common stock of Quepasa
Corporation representing 7.9% of the shares outstanding.  As of
Feb. 2, 2011, there were 15,351,280 shares of common stock of the
Company outstanding.

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

The Company's balance sheet at Dec. 31, 2010 showed $16.45 million
in total assets, $7.26 million in total liabilities and
$9.19 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QWEST COMMUNICATIONS: State Street Discloses 6.0% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, State Street Corporation disclosed that it
beneficially owns 105,091,878 shares of common stock of Qwest
Communications International Inc. representing 6.0% of the shares
outstanding.  On Feb. 8, 2011, 1,765,304,139 shares of common
stock were outstanding.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

The Company's balance sheet at June 30, 2010, showed
$18.95 billion in total assets, $20.20 billion in total
liabilities, and a stockholders' deficit of $1.24 billion.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.



RANCHER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Rancher Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.4 million on $1.2 million of oil & gas
sales for the three months ended Dec. 31, 2010, compared with a
net loss of $14.9 million on $963,693 of oil & gas sales for the
same period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $17.7 million
in total assets, $17.9 million in total liabilities, and a
stockholders' deficit of $228,272.

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

               http://researcharchives.com/t/s?739b

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

As reported in the Troubled Company Reporter on December 21, 2010,
the Debtor filed on Dec. 13, 2010, its First Amended Proposed
Plan of Reorganization and Disclosure Statement with the
Bankruptcy Court.

On Feb. 16, 2011, the Bankruptcy Court approved the sale of
substantially all of the Company's assets to DIP Lender Linc
Energy Petroleum, Inc., for the price of approximately
$20 million.  The closing and settlement dates for the sale are
yet to be determined.


REOSTAR ENERGY: Incurs $989,200 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
ReoStar Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $989,169 on $855,193 of revenues for
the three months ended Dec. 31, 2010, compared with a net loss of
$436,784 on $1.23 million of revenues for the same period of the
previous fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed
$19.48 million in total assets, $15.94 million in total
liabilities, and stockholders' equity of $3.54 million.

On Nov. 1, 2010, the Company filed for bankruptcy protection under
Chapter 11.  The Company also filed separate voluntary petitions
for its operating subsidiaries ReoStar Gathering, Inc., ReoStar
Leasing, Inc., and ReoStar Operating, Inc.  A reorganization plan
has not yet been filed.

The Company filed these petitions to prevent foreclosure on
substantially all of the assets of the Company by BT&MK Energy and
Commodities LLC, who had acquired the Company's senior credit
facility.

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

               http://researcharchives.com/t/s?739e

                       About ReoStar Energy

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.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.


RITE AID: Moody's Assigns 'B3' Rating to $343 Mil. Senior Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Rite Aid
Corporation proposed $343 million Tranche 5 senior secured first
lien term loan due 2018.  All other ratings including its Caa2
Corporate Family Rating, Caa2 Probability of Default Rating, and
SGL-3 Speculative Grade Liquidity rating were affirmed.  The
rating outlook is stable.

The proceeds of the proposed $343 million Tranche 5 term loan will
be used to repay the $343 million (including $21.2 original issue
discount) Tranche 3 term loan due 2014.  Following the repayment,
the Tranche 3 term loan will be retired and its B3 rating
withdrawn.

This rating is assigned

* $343 million senior secured Tranche 5 first lien term loan at B3
  (LGD 2, 25%)

These ratings are affirmed and LGD point estimates changed

* Corporate Family Rating at Caa2
* Probability of Default Rating at Caa2
* First-lien bank credit facilities at B3 (LGD 2, to 25% from 26%)
* First-lien senior secured notes at B3 (LGD 2, to 25% from 26%)
* Second-lien secured notes at Caa2 (LGD 4, to 55% from 57%)
* Guaranteed senior notes at Caa3 (LGD 5, 80%)
* Senior notes and debentures at Ca (LGD 6, 95%)
* Speculative Grade Liquidity rating at SGL-3

                        Ratings Rationale

Rite Aid's Caa2 Corporate Family Rating reflects its highly
leveraged capital structure and heavy interest burden.  Rite Aid's
very heavy interest burden limits its ability to invest in capital
expenditures and working capital to the same extent as its
competitors which Moody's thinks places it at a competitive
disadvantage.  Thus, Moody's believes it will be challenging for
Rite Aid to meaningfully improve its current level of earnings.
This will likely limit Rite Aid's ability to meaningfully
deleverage resulting in a heightened probability that it will need
to restructure over the medium term.  For the twelve months ended
November 27, 2010 debt to EBITDA was 9.0 times and EBITA to
interest expense was 0.7 times.  Positive ratings consideration is
given to Rite Aid's adequate liquidity, large revenue base, and
the solid fundamentals of the prescription drug industry.

The stable outlook reflects Rite Aid's lack of near dated debt
maturities.  Rite Aid's next significant debt maturity is in 2014
when the remaining $1 billion of term loans is due.  In addition,
the stable outlook reflects Moody's expectation that Rite Aid
should maintain an adequate liquidity profile throughout the near
term.

A higher rating would require that Rite Aid to demonstrate that it
can maintain EBITDA less capital expenditures to interest expense
of at least 1.0 time while reducing absolute debt to levels that
create a capital structure that is more sustainable over the
longer term.  In addition, a higher rating would require Rite Aid
to continue to maintain adequate liquidity.

Rite Aid's ratings could be lowered if the company experiences a
decline in earnings or liquidity, should free cash flow become
persistently negative, or should the probability of default
increase.

The last rating action for Rite Aid was on August 9, 2010 when its
$650 million senior secured notes were assigned a B3 rating.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates about 4,800 drug stores in 31 states and the District of
Columbia.  Revenues are about $25 billion.


ROUND TABLE: Asks for OK to Assume Beverage Distributor Contracts
-----------------------------------------------------------------
Round Table Pizza, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Northern District of California to
assume their food distribution contract with Saladino's, Inc., and
the beverage distributor contracts with the 70 beverage
distributors.

Round Table receives substantially all of its food supplies from a
single distributor, Saladino's, pursuant to the terms of a long-
term distributorship agreement.  Round Table believes that the
pricing under the Saladino's agreement is favorable.  In addition,
Round Table receives a discount in return for paying Saladino's
charges between 14 and 21 days after delivery.  Round Table has
historically taken advantage of those payment terms, and as a
consequence enjoys savings hundreds of thousands of dollars per
year due to that discount.  On average, Round Table pays $450,000
to $500,000 per week on the Saladino's contract.  Because Round
Table pays within its credit terms on the Saladino's contract,
substantially all of its outstanding obligations to Saladino's
relate to deliveries of goods received within 20 days of the
Petition Date.

Round Table receives its beer, wine and other beverage from
approximately 70 Beverage Distributors.  On average, Round Table
pays Beverage Distributors approximately $95,000 per month in the
aggregate.  In most cases, Round Table receives goods from the
Beverage Distributor on an open account, rather than pursuant to a
written contract.

Apparently as a result of regulations governing alcoholic
beverages, none of the Beverage Distributors offer payment terms
and all of them require payment promptly upon receipt of invoices.
To comply with these requirements, it is Round Table's consistent
practice to pay each distributor's invoice in the same week the
invoice is received.

Because the Beverage Distributors are unwilling to provide credit
terms, the vast majority of Round Table's outstanding obligations
to the Beverage Distributors relates to goods delivered within the
preceding 20 days.  Round Table does not maintain records
specifically tracking such deliveries.  Since the payment to each
distributor was almost invariably made in the week the
distributor's invoice was received, and since the distributors
ordinarily include in their invoices the most recent deliveries
they can track, the payment date information provides an
approximation of the date on which the oldest unpaid pre-petition
deliveries were received.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

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.


ROUND TABLE: Asks Court to Okay Lease Rejection Procedures
----------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California to approve lease rejection
procedures, extend the time for assumption or rejection of leases,
and approve their policies respecting stub rent.

Stub Rent refers to the rent that accrues in the partial first
month of a bankruptcy case.

Round Table is a party to 128 leases of company-owned stores and a
lease of its corporate headquarters.  In the aggregate, rent under
the Leases accrued at the rate of approximately $1 million per
month pre-petition.  Until February 2011, all of the Leases were
current.  Round Table failed to pay February rent, but intends to
resume timely paying rent commencing in March, except with respect
to closed stores.

Round Table says that approximately 30 stores are clearly
unprofitable and cannot plausibly be restructured so as to become
profitable.  Round Table plans to close these stores within the
next several weeks.

Finally, there are a number of stores that are "on the bubble"
between being retained and being closed.  Whether the Bubble
Stores are retained or closed will be determined in the first four
to six months of this reorganization, principally based on whether
the underlying lease can be restructured.

Round Table is willing to accept the view more favorable to the
Landlords and agree that the portion of the rent which accrued
post-bankruptcy should be treated as a post-bankruptcy claim
and afforded "administrative rent" status.

Round Table is willing to adopt pro-ration, however, only if post-
bankruptcy rent is also pro-rated up to the date the lease
rejection occurs.

Round Table seeks a determination that pro-ration will be applied
to the Stub Rent and rent due in the month the lease is rejected.

Although Round Table agrees that Stub Rent should be treated as an
administrative claim and hence must ultimately be paid in full,
there is no set time for the payment of administrative claims in a
Chapter 11 case, other than upon confirmation of a Plan of
Reorganization or, in the case of stub rent, upon assumption of
the applicable lease.

Unless the Court orders otherwise, Round Table believes that the
timing of the payment of administrative claims generally and of
Stub Rent in specific is a matter confided to its business
judgment.  In general, Round Table believes that creditors and its
estate are better served by conserving cash in the early days of
its reorganization and thus by deferring the payment of Stub Rent.

Round Table contemplates engaging in negotiations with its
Landlords, and believes that the ability to offer to accelerate
the payment of Stub Rent could be used in those negotiations for
the benefit of the estate.

Round Table contemplates engaging in negotiations with its
Landlords, and believes that the ability to offer to accelerate
the payment of Stub Rent could be used in those negotiations for
the benefit of the estate.

Ultimately, Round Table must assume or reject every lease.  Round
Table says that it must cure all defaults, consisting primarily or
exclusively of the payment of February 8, 2011 rent, and must
comply with the lease going forward, if a lease is assumed.
Assumption essentially assures the Landlord that the lease is
unaffected by the bankruptcy case.  Round Table says that if it
rejects the lease, it must surrender possession of the premises
and the Landlord may file a claim for damages, which will
ultimately be paid at the same time and to the same extent as all
general unsecured pre-bankruptcy creditors.  Unless and until a
lease is rejected, Round Table requests that the Landlord's rights
be preserved without the need to file a Proof of Claim or any
other action.

Round Table believes that its creditors and its estates would be
best served by deferring assumption of leases until the conclusion
of its reorganization, which Round Table anticipates will occur in
calendar year 2011.

The Bankruptcy Code sets arbitrary deadlines for the assumption or
rejection of all leases.  The initial deadline is 120 days after
the bankruptcy case is filed, but that deadline may be extended
for 90 days by the Court, and through this Landlords Motion, Round
Table seeks that extension.  Unless Landlords agree to the
contrary, the extended deadline of 210 days after the filing of
the bankruptcy case represents an absolute deadline, and all
leases must be assumed or rejected by that date, which Round Table
computes to be September 7, 2010.


                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

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.



SAKS INC: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on New York City-based Saks Inc. to 'BB-'
from 'B+' and removed the ratings from CreditWatch, where they
were placed with positive implications on Dec. 2, 2010.  The
outlook is positive.

At the same time, S&P raised the issue-level rating on the
company's unsecured debt to 'BB-' from 'B+' and maintained S&P's
'4' recovery rating, indicating its expectation of average (30%-
50%) recovery in the event of a payment default.

"The upgrade reflects the company's good performance during the
seasonally important fourth quarter and significant improvement in
credit protection metrics over the past year," said Standard &
Poor's credit analyst David Kuntz, "as well as S&P's view that the
company is likely to demonstrate operational gains over the near
term, which should benefit its credit measures."

"The ratings on luxury retailer Saks reflect substantial
performance gains over the past year as well as S&P's expectations
for further growth over the near term," continued Mr. Kuntz.  The
company has demonstrated significant improvements to its credit
protection metrics, and is likely to benefit from further
strengthening of operations in the next 12 months.


SANSWIRE CORP: J. Sawyers Has Option to Buy 1.5MM Common Shares
---------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Jeffrey Sawyers, chief financial officer at Sanswire
Corp., disclosed that he has option to buy 1.5 million shares of
common stock of the Company.  The Employee Stock Option will
expire on Feb. 8, 2014.

                        About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company's balance sheet as of Sept. 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.  The Company had a
working capital deficit of $20.2 million and an accumulated
deficit of $142.4 million at Sept. 30, 2010.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.


SERENA SOFTWARE: S&P Assigns 'B+' Rating to Extended Loan
---------------------------------------------------------
Standard & Poor's Rating Services said that it assigned a 'B+'
issue rating to Redwood City, Calif.-based Serena Software Inc.'s
extended revolving credit loan maturing March 10, 2015, and
extended term loan maturing March 10, 2016.  S&P also assigned a
recovery rating of '2' to this debt, indicating its expectation
for substantial (70%-90%) recovery in the event of a payment
default.

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

"The ratings on Serena reflect its narrow business profile, a
highly competitive environment with significantly larger
competitors, and a highly leveraged financial profile," said
Standard & Poor's credit analyst Alfred Bonfantini.  Serena has a
solid No. 2 position in the software configuration management
market, but this is a limited-and highly competitive-market.  The
company's large maintenance revenue base, which provides a measure
of revenue visibility, and adequate liquidity provide support for
the rating.  Debt outstanding at Jan. 31, 2011, totaled
approximately $485.3 million.

Serena provides integrated software and related services that help
companies' IT departments manage the custom software application
development cycle and associated business processes across both
their mainframe and distributed systems.  The company targets
large, Fortune 100 global firms in North America and Europe.  Many
of its customers are in the financial or health care fields and
subject to substantial mandatory auditing requirements, providing
demand for the type of services that Serena offers.  Still, the
competitive environment is intense and includes major rivals
Rational Software, Computer Associates, and Compuware, as well as
the potential for customers to handle "change management" tasks
internally.


SHAMROCK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shamrock Holdings Inc.
        432 Patina Circle
        Nashville, TN 37209

Bankruptcy Case No.: 11-01601

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: David Foster Cannon, Esq.
                  LAW OFFICE OF DAVID F CANNON
                  346 21st Avenue North
                  Nashville, TN 37203-1848
                  Tel: (615) 321-8787
                  Fax: (615) 620-7340
                  E-mail: bkcourt@davidcannon.net

Scheduled Assets: $2,331,100

Scheduled Debts: $1,691,608

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb11-01601.pdf

The petition was signed by Bruce Alan Hardin, president.


SHREE AMBA: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shree Amba, LLC
        1125 Greenland Drive
        Statesville, NC 28677

Bankruptcy Case No.: 11-50193

Chapter 11 Petition Date: February 18, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: John Wesley Moore, Esq.
                  LAW OFFICES OF J. WESLEY MOORE
                  1100 Metropolitan Avenue, Suite 206
                  Charlotte, NC 28204
                  Tel: (704) 898-4938
                  Fax: (704) 973-9698
                  E-mail: wes.moore@jwesleymoorelaw.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb11-50193.pdf

The petition was signed by R.K. Patel, member.


SMART AND FINAL: Sprouts Farmers Deal Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service stated that Smart and Final Holdings
Corporation's announcement that it has entered into a definitive
agreement to sell its 43 Henry's Farmers Markets stores to
privately held Sprouts Farmers Markets will have no impact on the
company's credit ratings or stable outlook at this time.  The
company has a B3 Corporate Family Rating, a B3 rating on the first
lien term loan, and a Caa2 rating on the second lien term loan.

"The sale and the use of proceeds will require approval from the
majority lenders, and the use of proceeds is unknown at this time"
stated Moody's Senior Analyst Mickey Chadha.  "Moody's will
evaluate the impact upon Smart and Final's ratings when the terms
of any bank amendment and the use of proceeds becomes known",
Chadha further stated.

Smart and Final's ratings reflect the company's weak credit
metrics and high funded debt levels, geographic concentration, and
that its geographic and demographic markets will remain challenged
in the near future.  The ratings also recognize the financial
flexibility provided by its debt structure and the opportunity in
directing services to a potentially underserved market niche.

The last rating action on Smart and Final was on January 19, 2011,
when Moody's assigned a B3 rating to its $278 million Tranche B 2
First Lien Term Loan and kept all other ratings unchanged.

Smart & Final Holdings Corp, headquartered in Commerce,
California, operates 293 stores serving retail and commercial
customers in multiple formats.  These include 252 non-membership
warehouse stores and value supermarkets for retail and wholesale
customers operating primarily in California, Nevada, Colorado and
Mexico.  Under the "Henry's Farmers Markets" and "Sun Harvest
Markets" banners the company operates 43 farmers market-style
stores emphasizing natural and organic products in Southern
California and Texas.  Smart & Final is privately held by an
affiliate of Apollo Management.


SOUTHERN STATES: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Richmond, Va.-based Southern States Cooperative Inc.,
including S&P's 'B+' corporate credit rating, and revised the
outlook to stable from negative.  Southern States had reported
debt outstanding of about $177 million as of Dec. 31, 2010.

"The outlook revision to stable from negative reflects S&P's
opinion that higher farmer fertilizer application rates, a
favorable fertilizer sales mix, and increased petroleum sales
should result in continued improved operating performance," said
Standard & Poor's credit analyst Christopher Johnson.  Assuming an
adequate spring planting season, reflecting increased farmer
fertilizer demand and more planting acreage in response to higher
agricultural commodity prices, S&P believes EBITDA may grow by
more than 50% year over year.  Assuming current market and weather
conditions remain favorable, S&P estimates the improvement in
EBITDA would result in debt to EBITDA declining to below 3.5x by
fiscal year-end 2011 (ending June 30, 2011).


SPANISH POINT: Unsecured Creditors to be Paid Over 3-Year Period
----------------------------------------------------------------
Spanish Point, L.P., has filed a proposed Plan of Reorganization
and a disclosure statement in support of its Plan with U.S.
Bankruptcy Court for the Northern District of Texas.

According to the Disclosure Statement, after the Effective Date,
Protea Real Estate will continue to manage Spanish Point under the
terms of the Management Contract.  The prepetition General
Partner, TRA SP GenPar, will be replaced with a new General
Partner, a single purpose entity to be owned and operated by
Godfrey R. Traub, a principal of Protea.  Mr. Traub will serve as
the representative of the new General Partner.

Pursuant to the Plan terms, creditors holding Allowed General
Unsecured Claims will be paid out of Net Cash Flow, with payments
being made on a quarterly basis on October 1, January 1, April 1
and July 1 of each year for a period of three years following the
Effective Date.  Payments will be distributed on a Pro Rata basis
from Net Cash Flow.

The Debtor believes there are no Allowed Tax Priority Claims.

Equity Interest Holders, limited partner interests, will retain
their interests in the Debtor.

The existing loan documents between the Debtor and Lender U.S.
Bank National Association will be assumed fully by the Reorganized
Debtor and Lender with certain modifications.  Any pre-petition
unpaid payments and any post-petition unpaid payment will be
rolled to the end of the loan and paid in a lump sum on the
maturity date.  Amounts paid by Debtor to Lender after the
Petition Date through the Effective Date will first be applied to
interest.

The Debtor believes U.S. Bank National Association, who acts as
Trustee for the Registered Holders of ML-CFC Commercial Mortgage
Trust 2007-6, Commercial Pass-Through Certificates, Series 2007-6,
is owed approximately $11,000,000.00, as of the Petition Date.
Pursuant to the Loan Agreement, the original principal amount
under the Note and all interest accrued was to be paid in full by
the maturity date of Feb. 8, 2017.

The Bankruptcy Court has not yet approved the Disclosure
Statement.

A copy of the Disclosure Statement, dated Jan. 28, 2011, is
available for free at:

           http://bankrupt.com/misc/SpanishPoint.DS.pdf

                       About Spanish Point

Dallas, Texas-based Spanish Point, LP, consists of TRA SP GenPar,
Inc., its General Partner, and CDB Spanish Point LP, its
Limited Partner.  The Debtor is the owner of a 300 unit apartment
community located at 4121 Harvest Hill Road, in Dallas, Texas,
commonly referred to as Spanish Point Apartments.  Spanish Point
consists of approximately sixty (60) separate buildings
with one to three bedroom apartments ranging from approximately
600 to 1,500 square feet.  Spanish Point was approximately 94%
leased as of the Petition Date.

Spanish Point filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 10-37791) on Nov. 1, 2010.  Vickie L. Driver,
Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,185,623 in assets
and $11,109,385 in liabilities as of the Chapter 11 filing



STARPOINTE ADERRA: Unsecureds to Obtain Pro Rata Share of $600,000
------------------------------------------------------------------
Starpointe Aderra Condominiums has filed with the U.S. Bankruptcy
Court for the District of Arizona a liquidating Chapter 11 Plan,
dated Feb. 7, 2011, and an amended disclosure statement.

Although Starpointe Aderra initially intended to retain its assets
and reorganize its debts, it realized that without the support of
its senior secured lender CCS of Arizona II, LLC, it would be
difficult if not impossible to succeed in confirming a plan of
reorganization.  Thus, in January 2011 Starpointe Aderra and CCS
negotiated a settlement whereby Starpointe Aderra agreed to stay
relief to allow CCS to foreclose on its collateral, and CCS agreed
to waive its unsecured claims against Starpointe Aderra and to
allow Starpointe Aderra to retain $600,000 to fund a distribution
to its remaining creditors through a plan of liquidation.  A
motion to approve the CCS Settlement was filed with the Bankruptcy
Court on Feb. 1, 2011.

The Liquidating Plan is premised on the Court's approval of the
CCS Settlement.  Under the Plan, the Debtor intends to distribute
to its creditors the $600,000 in proceeds that it will receive
upon approval of the CCS Settlement.  The funds will be used to
pay down the Allowed Claims of Estate creditors in accordance with
the priority scheme set forth in the Bankruptcy Code. Unsecured
creditors are impaired under the Plan.

Administrative Claims and expenses arising during Chapter 11
proceedings, and any Allowed Priority Claims will be paid in full
on the Effective Date of the Plan.

Holders of allowed unsecured claims will be paid their pro rata
share of the $600,000 settlement fund after payment of
Administrative and Priority Claimants.

Existing equity interests will be canceled.

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

               About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums, L.P., is
an upscale community of 312 condominium units located in thirteen
three-story buildings in North Central Phoenix.  Starpointe Aderra
is one of several loccl 'Starpointe' real estate projects
developed by Starpointe Communities.  The principals of Starpointe
Communities are Robert A. Lyles and Patricia A. Watts.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-33625) on Dec. 29, 2009.  Warren J. Stapleton,
Esq., and Brenda K. Martin, Esq., at Osborn Maledon P.A., in
Phoenix, Ariz., represent the Debtor.  An official committee of
unsecured creditors has not been formed in the Debtor's case.  In
its schedules, the Debtor disclosed $$26,545,819 in assets and
$30,581,468 in liabilities as of the petition date.


SUMMIT BUSINESS: Files Plan; Unsecureds to Share in $100,000
------------------------------------------------------------
Summit Business Media Holding Company, et al., filed on Feb. 1,
2011, their Chapter 11 Plan of Reorganization with the U.S.
Bankruptcy Court for the District of Delaware.  The Court has
directed the Debtor to file a disclosure statement no later than
Feb. 22, 2011.

On or as soon as practicable after the Effective Date, the
Reorganized Debtors will issue new equity interests pursuant to
Section 4.8 of the Plan.  From and after the Effective Date, each
of the Reorganized Debtors will be deemed a separate and distinct
entity, properly capitalized, vested with all of the assets of
such debtor as they existed prior to the Effective Date and having
the liabilities and obligations provided for under the Plan.

Pursuant to the Plan terms, Allowed Priority Tax Claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of Pre-Petition First Lien Secured Claims will receive a
Pro Rata Share of participation in a $110 million first-priority
first-lien term loan, and (b) a Pro Rata Share of 94.7% of the
Class A/B/C Units (with each holder (or designated affiliate)
being entitled to choose Class A Units, Class B Units or Class C
Units).  The Class A/B/C Units will be entitled to a total of
94.44% of the distributions made with respect to NewCo LLC Equity.

Pre-Petition Second Lien Claims will receive, (a) a Pro Rata Share
of $1 million by wire transfer of immediately available funds and
(b) a Pro Rata Share of the Class E Units.  The Class E Units will
be entitled to a total of 5.56% of the distributions made with
respect to NewCo LLC Equity.

Holders of Allowed General Unsecured Claims will receive a Pro
Rata Share of $100,000.

Equity Interests in Summit will be canceled and be of no further
force and effect.  Holders are not entitled to receive or retain
any property or distribution under the Plan.

Equity Interests in All Debtors Other Than Summit will be
reinstated.

A copy of the Chapter 11 Plan is available for free at:

        http://bankrupt.com/misc/SummitBusiness.PLan.pdf

                   About Summit Business Media

New York-based Summit Business Media Holding Company
-- http://www.summitbusinessmedia.com/-- is a business-to-
business publisher and event organizer serving the insurance,
investment advisory, professional services and mining investment
markets.  Summit employs nearly 400 employees in ten offices
across the United States.  The Company was formed through seven
acquisitions since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

SUNSET VILLAGE: Plan Proposes to Pay Unsecureds Over Time
---------------------------------------------------------
Sunset Village Limited Partnership has filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a
disclosure statement to accompany its Plan of Reorganization.

The Plan provides for distributions to the holders of Allowed
Claims from funds realized from the continued operation of the
Debtor's business as well as from existing cash deposits and cash
resources of the Debtor.  To the extent necessary, the payment to
Lender Jefferson-Pilot Investments, Inc., as required by the Plan,
may be paid from the proceeds of the refinancing of the underlying
mortgage indebtedness due to Lender or from the sale of the
Property.

Priority Tax Claims will be paid in full, in cash inclusive of
interest at the applicable statutory interest rate on the
Effective Date.

Jefferson-Pilot will receive interest only payments for years 1
through 3 at the non-default blended contract rate of 7.37% p.a.
Lender will receive principal and interest payments based on a 35
year amortization schedule in year 4, a 30 year amortization
schedule in year 5, and based on a 20 year amortization schedule
in year 6 through the remainder of the loan term.  All payments
will be payable on the 15th day of each month following the
Effective Date.

Unsecured Creditors, in the estimated amount of $311,059.33, will
be paid over a period of 10 years.  Interest only payments will be
made in years 1 and 2.

The Debtor's general partner, Sunset Village Corporation, holding
a one percent (1%) Interest and the Debtor's limited partner, the
Klarchek Family Trust, holding a ninety-nine percent (99%)
Interest, will will retain their equity interests in the Debtor
after Confirmation of the Plan.

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

          http://bankrupt.com/misc/SunsetVillage.DS.pdf

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUNSET VILLAGE: Has Interim Use of Cash Collateral Until March 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted Sunset Village Limited Partnership permission to
continue using cash collateral of Jefferson-Pilot Investments,
Inc., on an interim basis for the period Feb. 1, 2011, through
March 1, 2011, to pay ordinary and necessary expenses for the
operation of its Property pursuant to a budget.

The Court has scheduled a hearing for Feb. 28, 2011, at 10:00 a.m.
to consider the Debtor's continued use of cash collateral.  Any
objections to the continued use of cash collateral must be in
writing and filed with the Court prior to the continued hearing.

Jefferson-Pilot Investments, Inc., as successor and assignee of
The Lincoln National Insurance Company, asserts a secured claim in
excess of $27 million, plus accrued and accruing interest, costs
and expenses, including attorneys' fees.  Jefferson-Pilot says its
claim is secured by first priority mortgage lien on the Debtor's
Glenview, Illinois Property, and a first priority lien on the
rents and other proceeds generated from the Property, consisting
cash collateral.

As adequate protection, Jefferson-Pilot is granted (i) to the
extent not heretofore granted, a lien against all presently owned
and hereafter acquired property, assets, and rights, of the Debtor
respecting the Property, and (ii) and a superpriority
administrative expense claim.

As further adequate protection, Jefferson-Pilot is granted
replacement liens in the Debtor's post-petition assets, including
the proceeds, products, rents and profits, and all property and
assets of the Debtor respecting the Property.

As additional protection for Jefferson-Pilot's interests, the
Debtor will maintain insurance naming Jefferson-Pilot as mortgagee
and loss-payee for any any and all insurance issued in connection
with the Property or the Debtor's operations.

A copy of the interim cash collateral order is available for free
at http://bankrupt.com/misc/SunsetVillage.cashcollateralorder.pdf

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


TERRESTAR CORP: Proposes $13 Million of DIP Financing
-----------------------------------------------------
TerreStar Corporation, TerreStar Holdings Inc., and Motient
Ventures Holding Inc., jointly ask Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York to allow
them to secure a $13,368,421 postpetition financing from Solus
Alternative Management LP.

TSC had cash on hand of less than $100,000 as of Feb. 16, 2011,
according to Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in New York.  Absent access to the proposed DIP
Financing, TSC and TerreStar Holdings will not be able to
safeguard their assets for more than a brief period during their
Chapter 11 cases and will be forced to liquidate assets to the
detriment of all parties-in-interest, he elaborates.

Approval of the DIP Financing will allow TSC and TerreStar
Holdings to, among other things, preserve their assets and
complete a successful reorganization, Mr. Dizengoff points out.

Accordingly, TSC and TerreStar Holdings as borrowers; Motient as
guarantor; Solus as DIP Lender; and NexBank, SSB, as DIP Agent,
agreed on the terms of a DIP & Confirmation Financing Commitment.

The DIP Financing Commitment provides for multiple-term draw
terms loan in an aggregate amount of $13,368,421, plus fees and
other amounts.

The other salient terms of the DIP Commitment are:

Use of DIP
Loan Proceeds:    To be used solely to: (i) pay fees and
                  expenses associated with the DIP Financing,
                  (ii) make one or more intercompany loans to
                  certain subsidiaries of TSC in an aggregate
                  amount not to exceed $100,000 or such higher
                  amount with the consent of the Requisite
                  Lenders, (iii) provide for TSC's ongoing
                  working capital requirements, and (iv) make
                  payments and settlements of prepetition
                  claims, subject to the reasonable consent of
                  the Requisite Lenders.

                  Notwithstanding the foregoing, in the absence
                  of a continuing event of default, the proceeds
                  of the DIP Financing may be used to pay all
                  professional fees incurred by TSC and
                  TerreStar Holdings and by any statutory
                  Committee; and after the occurrence and during
                  the continuance of an event of default, the
                  proceeds of the DIP Financing may be used to
                  pay the unpaid professional fees that have
                  been incurred prior to the occurrence of such
                  event of default and approved by the
                  Bankruptcy Court plus $800,000 in the
                  aggregate for any professional fees incurred
                  after the occurrence of any such event of
                  default and approved by the Bankruptcy Court.

Collateral:       All obligations of the Debtors under the DIP
                  Facility will be:

                   (i) entitled to superpriority administrative
                       expense claims status pursuant to Section
                       364(c)(1) in the Chapter 11 cases, and

                  (ii) secured by a first priority security
                       interest in and lien on all assets and
                       property of the estates of the Debtor
                       Borrowers, including proceeds of all
                       avoidance actions and all membership
                       units of TerreStar 1.4., subject to the
                       Carve-Out.

Carve-Out:        Applies to (i) all fees required to be paid to
                  the Clerk of the Bankruptcy Court and to the
                  Office of the U.S. Trustee under Section
                  1930(a) of title 28 of the United States Code;
                  (ii) allowed professional fees and expenses
                  incurred by TSC and TerreStar Holdings or a
                  statutory committee, subject to entry of a
                  customary order of the Court, and (iii) after
                  the occurrence and during the continuance of
                  an Event of Default under the DIP Documents,
                  the payment of allowed professional fees and
                  expenses incurred by TSC and TerreStar
                  Holdings or a statutory committee after the
                  occurrence of the Event of Default in an
                  aggregate amount not in excess of $800,000.

Interest Rate:    12.5% per annum payable in cash and monthly in
                  arrears.

Maturity:         Use of the DIP Loan will terminate on the
                  earliest to occur of:

                   (i) 12 months from the DIP Facility Closing
                       Date;

                   (ii) the closing of a sale of all or
                        substantially all of the assets of TSC
                        and TerreStar Holdings and TerreStar 1.4
                        Holdings LLC;

                  (iii) the conversion of TSC and TerreStar
                        Holdings' Chapter 11 cases into a
                        liquidation proceeding pursuant to
                        Chapter 7 of the Bankruptcy Code;

                   (iv) the acceleration of all obligations
                        under DIP Financing after the occurrence
                        of an event of default; or

                    (v) the effective date of TSC and TerreStar
                        Holdings' plan of reorganization.

Default Interest
Rate:             The rate that would otherwise be applicable
                  plus 2% per annum.

Commitment Fee:   TSC and TerreStar Holdings will pay a
                  commitment fee in an amount equal to 4% of the
                  principal amount of the DIP Financing, which
                  fee will be earned in full and payable in kind
                  upon the initial funding of the DIP Financing.

Administrative
Agency Fee:       TSC and TerreStar Holdings will pay an
                  administrative agency fee equal to $15,000,
                  non-refundable and fully earned on the DIP
                  Facility Closing Date, which date will not be
                  later than March 15, 2011.

Milestone
Requirements:     TSC and TerreStar Holdings will meet these
                  deadlines for the plan confirmation process:

                   - On or prior to Nov. 30, 2011, entry of
                     a Court order confirming a plan of
                     reorganization of the Debtors containing
                     treatment of claims and release provisions
                     that are reasonably acceptable to the
                     Requisite Lenders and providing that the
                     Debtors will work in good faith and consult
                     with the DIP Lender regarding the remaining
                     terms of that plan.

Events of
Default:          The DIP Agreement contain the usual and
                  customary events of default, including non-
                  payment, cross-default, violation of
                  covenants, breach of representations or
                  warranties, and bankruptcy or insolvency with
                  respect to TerreStar 1.4.

A full-text copy of the Solus Commitment Letter is available for
free at http://bankrupt.com/misc/TSN_Commitment_02022011.pdf

Steve Zelin of the Debtors' advisors, Blackstone Advisory
Partners L.P., stated in a declaration filed with the Court that
the DIP Facility is the culmination of an arm's-length process to
negotiate the best financing options for TSC and TerreStar
Holdings.  He believes that entering into the DIP Facility is a
sound exercise of the Debtors' business judgment.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court
for the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were
filed on Oct. 19, 2010 .  The October Chapter 11 cases are
procedurally consolidated under TSN's Case No. 10-15446 under
Judge Sean H. Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  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
formed in TSN's Chapter 11 cases.  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 CORP: Seeks Access to Lenders' Cash Collateral
--------------------------------------------------------
TerreStar Corporation and TerreStar Holdings Inc. seek authority
from the Bankruptcy Court to gain access to the Cash Collateral
of their Prepetition Lenders.

TSC tells the Court that it only has less than $100,000 as of
Feb. 16, 2011.  TSC asserts that it needs immediate access to
the Cash Collateral to maintain its business and make the
necessary operating expenditures.

According to Steve Zelin of advisory firm Blackstone Advisory
Partners L.P., TSC and TerreStar Holdings, with the assistance of
his firm, have agreed on an initial budget upon which the Cash
Collateral Use will be based on.  A copy of the Budget has not
been made available in court filings as of press time.

The Cash Collateral refers to cash owned by TSC and TerreStar
Holdings that secure their pre-bankruptcy debt obligations.  The
instruments evidencing TSC's and TerreStar Holdings' significant
secured prepetition indebtedness are:

                                                    Amount
                                                 Outstanding
Name of Facility/                       Date        as of
Loan Parties                           Issued    Petition Date
----------------                      --------   -------------
Term Loan Credit Agreement            11/19/10     $4,308,262
or the "Bridge Loan"
Borrowers: TSC, TerreStar Holdings
Agent: NexBank SSB
Lenders: Preferred Shareholders

Promissory Note
Obligor: TSC, TerreStar Holdings
Lender: Colbeck Capital Mgmt. LLC     01/28/11       $125,000

Promissory Note
Obligor: TSC, TerreStar Holdings
Lender: Colbeck Capital Mgmt. LLC     02/02/11       $750,000

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, tells the Court that the Colbeck Collateral does not
include any Cash Collateral and the Bridge Loan Lenders have
consented to the use of Cash Collateral.  Also, TSC and TerreStar
Holdings do not believe any Prior Liens are in existence as of
Feb. 16, 2011.

Moreover, Mr. Dizengoff points out, the Bridge Loan Lenders and
Colbeck are adequately protected as the value of TSC's and
TerreStar Holdings' assets greatly exceeds the amount of secured
debt encumbering those assets.

Nevertheless, as further adequate protection and to compensate
the Bridge Loan Lenders for any diminution in value of their
prepetition collateral, TSC and TerreStar Holdings propose to
provide the Bridge Loan Lenders with these protections:

  (a) Adequate Protection Lien.  As security for the payment of
      the Adequate Protection Obligations with respect to the
      Bridge Loan, the Bridge Loan Lenders are granted a valid,
      perfected replacement security interest in and lien on the
      DIP Collateral, subject and subordinate only to the Prior
      Liens, the DIP Liens and the Carve-Out.

  (b) Interest.  TSC and TerreStar Holdings will, on the last
      day of each calendar month commencing after the closing of
      the DIP Financing, pay to the Bridge Loan Agent for prompt
      distribution to the Bridge Loan Lenders the interest
      accruing at the default rate under the Bridge Loan
      Agreement.

  (c) Section 507(b) Claims.  The Adequate Protection
      Obligations will constitute superpriority claims as
      provided in Section 507(b) of the Bankruptcy Code, with
      priority in payment over any and all administrative
      expenses, subject only to the Carve-Out, and the
      Superpriority Claims granted with respect to the Debtors'
      DIP Obligations.

  (d) Fees and Expenses.  The agent under the Bridge Loan and
      each Bridge Loan Lender will receive from the TSC Debtors
      reimbursement of all reasonable, actual and documented
      fees and expenses incurred or accrued by the parties under
      and pursuant to the Bridge Loan.

  (e) Right to Credit Bid.  The Bridge Loan Agent and the DIP
      Agent will have the right to "credit bid" the allowed
      amount of the obligations under the Bridge Loan and the
      DIP Financing, as applicable, during any sale or any of
      the TSC Debtors' assets pledged as Bridge Loan Collateral
      or DIP Collateral, as applicable.

  (f) Information.  TSC and TerreStar Holdings will promptly
      provide to the Bridge Loan Agent any written notices,
      financial information or periodic report, including any
      budgets and variance reports, that is provided to, or
      required to be provided to, the DIP Agent or the DIP
      Lender.  TSC and TerreStar Holdings will also give the
      Bridge Loan Agent reasonable access during normal business
      hours to the TSC Debtors' books and records, and the TSC
      Debtors will respond to reasonable inquiries from the
      Bridge Loan Agent related to the TSC Debtors' books and
      records and operations.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court
for the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were
filed on Oct. 19, 2010 .  The October Chapter 11 cases are
procedurally consolidated under TSN's Case No. 10-15446 under
Judge Sean H. Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  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
formed in TSN's Chapter 11 cases.  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: Withdraws Echostar-Backed Plan
--------------------------------------------------
TerreStar Networks Inc. notified parties-in-interest that it has
withdrawn its proposed Chapter 11 Plan of Reorganization on
Feb. 16, 2011.

The Plan was a joint plan for TSN, TerreStar Networks Inc.,
TerreStar National Services, Inc., 0887729 B.C. Ltd., TerreStar
License Inc., TerreStar Networks Holdings (Canada) Inc. and
TerreStar Networks (Canada) Inc., originally filed in November
2010.  The Plan underwent four amended versions.  TSN got Court
approval of the disclosure statement explaining the Plan on
Dec. 22, 2010.

Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized TSN to solicit votes for the Plan
late last year, however with the Plan being withdrawn at the
present time, the scheduled confirmation hearing for March 4,
2011 is cancelled.

The Plan contemplates a conversion of TSN's secured debt into
equity, and the conduct of a rights offering to fund the
Company's exit from bankruptcy.  About 97% of new equity would be
distributed to secured debt holders and the rest would go to
unsecured creditors.  EchoStar Corporation owns a majority of
TSN's $1.25 billion secured debt and thus, is anticipated to get
a major stake in the reorganized company.  EchoStar also agreed
to backstop the rights offering contemplated under the Plan.

TSN further related that its backstop commitment agreement with
EchoStar has been terminated effective as of Feb. 15, 2011, upon
mutual written consent of the parties.  The contemplated Rights
Offering under the Plan has also been terminated.

EchoStar made the same disclosure about the termination of debt-
for-equity restructuring deal with TSN in a U.S. Securities and
Exchange Commission regulatory filing, according to Reuters.

TSN assured parties-in-interest that Epiq Bankruptcy Solutions
LLC, its subscription agent, will work with any parties who
submitted joinders or exercised their right to participate in the
Rights Offering to return any funds provided to the subscription
agent.

Dow Jones Newswires quoted TSN's counsel, Arik Preis, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, as saying that
TSN has not been able to come up with a compromise between
EchoStar and a group of noteholders, who are opposed to an
EchoStar takeover.

Mr. Preis told Dow Jones Newswires that TSN will continue to seek
a sale of the company and also pursue an altered EchoStar deal
that satisfied creditors' concerns.

EchoStar is the lender party that provided TSN a lifeline in the
form of a $75 million financing facility when TSN filed for
bankruptcy.  According to Dow Jones Newswires, Mr. Preis said the
EchoStar financing remains in place despite the termination of
the EchoStar-backed Plan.  TSN, however, won't be able to meet
certain milestones laid out in the financing agreement, the
report noted.  In line with this, TSN and EchoStar inked a fifth
amendment to their credit agreement to address the deletion of
the certain milestones.

"I'll be interested to see where the case heads from here," Judge
Lane said at a Feb. 16, 2011 hearing, Dow Jones Newswires
reported.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court
for the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were
filed on Oct. 19, 2010 .  The October Chapter 11 cases are
procedurally consolidated under TSN's Case No. 10-15446 under
Judge Sean H. Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  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
formed in TSN's Chapter 11 cases.  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)


TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service has amended the list of its assigned
ratings on TransUnion Corp. with additional action.

The revised release is:

Moody's has assigned a Ba3 rating to TransUnion Corp.'s (the
parent company of Trans Union LLC, the primary debt issuing
subsidiary) proposed $950 million senior secured term loan.
Concurrently, Moody's affirmed all other ratings including the B1
corporate family rating.

                        Ratings Rationale

The proceeds from the new term loan will be used to refinance the
existing $945 million senior secured term loan.  The new term loan
will eliminate financial maintenance covenants, reduce interest
costs by potentially $10 million a year, and extend the maturity
date from June 2017 until February 2018.  In conjunction with the
refinancing, some or all of the $200 million revolver will have
its maturity date extended from June 2015 until February 2016 and
will be subject only to a senior secured net leverage ratio
covenant.

The B1 CFR reflects TransUnion's high pro-forma leverage of over
5x arising from the leveraged buyout transaction in June 2010, in
which Madison Dearborn Partners, LLC, acquired a 51 percent equity
stake in TransUnion, and the concentrated business profile which
is highly dependent on U.S. consumer activity.  While the decline
of new mortgage and other loan originations stemming from the
credit crisis have also weighed on the rating, average daily
credit report volumes have shown an improving trend in 2010 due to
the stabilization of the U.S. economy and rebound in certain
lending activity (e.g., automobile and credit cards).

The B1 rating is supported by the company's strong market position
as one of the three leading global consumer credit bureaus, its
broadly diversified customer base marked by long-standing
relationships, and relatively solid financial performance through
economic cycles.  The company's business model has proven to be
relatively resilient due to its steady processing fee-based
revenues, solid operating margins, and effective cost controls.
The company's scaleable proprietary database and technological
capabilities provide a competitive advantage over smaller players
or potential entrants.

The stable rating outlook reflects Moody's expectation that under
Moody's base case scenario of low single digit GDP growth in the
U.S. for 2011, TransUnion will continue to generate free cash flow
consistent with historical levels due to its recurring processing
fees of its credit reporting franchise.

This rating was assigned:

* $950 Million Senior Secured Term Loan due 2018 -- Ba3 (LGD-3,
  30%)

* Senior Secured Revolving Credit Facility due 2016 -- Ba3 (LGD-3,
  30%)

These ratings were affirmed /assessments revised:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* Senior Secured Revolving Credit Facility due 2015 -- Ba3 (LGD-3,
  30%)

* $645 Million Senior Unsecured Notes due 2018 -- B3 (LGD-5, 84%)

This rating will be withdrawn upon full repayment:

* $950 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD-3,
  30%)

Headquartered in Chicago, Illinois, TransUnion Corp., with annual
revenues over $900 million, is a leading provider of credit
reporting data and information management services to companies
and individual consumers.


TRICO MARINE: Court Okays Settlement Relating to Claims and Equity
------------------------------------------------------------------
Hearings on several contested matters were scheduled to take place
in the pending bankruptcy cases of Trico Marine Services, Inc.,
and certain of its affiliates on Feb. 10, 2011: (A) the Motion for
Order (i) Directing Debtor to Place Subsidiaries in Chapter 11
Cases or, Alternatively, (ii) Appointing a Chapter 11 Trustee
Pursuant to 11 U.S.C. Sections 1104(a)(1) and (a)(2) filed on
Oct. 26, 2010, by Arrowgrass Master Fund Ltd. and Arrowgrass
Distressed Opportunities Fund Limited, each a holder of Trico's
$150 million of 3% senior convertible debentures due 2027; (B) the
Motion For Entry of an Order Granting Leave, Standing and
Authority to Prosecute Causes of Action on Behalf of the Debtors'
Estates (the "Standing Motion") filed by the Official Committee of
Unsecured Creditors on Nov. 24, 2010; (C) the Debtors' Motion
Pursuant to Bankruptcy Code Sections 105 and 363 and Bankruptcy
Rule 9019 for an Order Authorizing the Debtors to Compromise
Certain Intercompany Claims and Equity Interests (the "Settlement
Motion") filed on Dec. 6, 2010; and (D) the Debtors' Motion For
Approval of Executive Compensation And Employee Incentive Plan For
Non-Debtor Opco Subsidiaries (the "Incentive Plan Motion") filed
on Jan. 24, 2011 (collectively, the "Contested Matters") with the
U.S. Bankruptcy Court for the District of Delaware.  The movants
reached a settlement and compromise prior to the hearing on the
Contested Matters, as described below, and the Bankruptcy Court
approved the compromise of the Contested Matters on Feb. 10, 2011.

In a regulatory filing Wednesday, Trico discloses that the
Bankruptcy Court approved the Settlement Motion, which
incorporated that certain amended term sheet entered into by and
among Trico, its subsidiaries Trico Supply AS and Trico Shipping
AS ("Trico Shipping" and, together with Trico Supply and each of
their respective subsidiaries, the "Company"), certain other Trico
affiliates, the Committee, and a steering committee of noteholders
(the "Supporting Noteholders") who together hold approximately 83%
of the aggregate principal amount of Trico Shipping's outstanding
11?% senior secured notes due 2014.  Pursuant to the Term Sheet
and the restructuring support agreement incorporating the Term
Sheet (the "RSA"), all of the outstanding, funded secured debt of
the Company (including the principal amounts outstanding under the
Notes), would be converted into 95% of new common stock of a
reorganized and de-levered Trico Supply (the "Reorganized Trico
Supply").  The new common stock to be issued in exchange for the
secured debt will be issued pursuant to an out-of-court exchange
(the "Exchange Offer") or, if the requisite levels of consents to
the out-of-court exchange are not achieved, pursuant to a
prepackaged Chapter 11 plan filed in the Bankruptcy Court by the
Company in subsequently-filed bankruptcy cases, provided the
requisite acceptances for the Prepackaged Plan are obtained prior
to filing (as described more fully in the Term Sheet and the RSA,
the "Settlement").

The Settlement also provides for the compromise and settlement of
(i) all claims and causes of action on account of the intercompany
indebtedness (the "Intercompany Notes") among the Company and
certain of the Debtors, (ii) fraudulent conveyance claims and
claims and causes of action on account of the Intercompany Notes
and any and all related claims and causes of action (the
"Intercompany Claims"), including those set forth in the Standing
Motion, (iii) all claims and causes of action based on transition
and corporate services rendered by the Debtors to the Company or
any other accounts payable owed by the Company to any of the
Debtors (the "Transition Services Claims") and (iv) the Debtors'
existing equity interests in the Company.  The above-listed claims
and causes of action and the Existing Equity will be released,
waived, and canceled in exchange for 5% of the common equity of
the Reorganized Trico Supply and five-year warrants to purchase
10% of the common equity of the Reorganized Trico Supply.
Furthermore, effective Feb. 15, 2011, the Company will pay all
salaries, fees, expenses, and any and all costs associated with,
all of the Debtors' directors and Houston-based management and all
other of the Debtors' Houston-based overhead expenses other than
those directly related to the property and assets of the Debtors.
Finally, the Bankruptcy Court's approval of the Settlement Motion
will provide for the entry into the Transition Services Agreement
by and between the Debtors and the Company to govern corporate and
management transition services to be provided by the Debtors to
the Company in exchange for reimbursement of related costs
incurred.  Pursuant to the approved settlement, Trico's guarantee
of the Notes and Trico Shipping's priority credit facility of the
Company will be released.

In exchange for support of an administrative claim for fees and
costs pursuant to the Settlement, Arrowgrass agreed to withdraw
the Trustee Motion.  As a party to the Settlement described in the
Term Sheet and the RSA, the Committee agreed to withdraw the
Standing Motion.

In the Incentive Plan Motion, the Debtors sought Bankruptcy Court
approval of the Trico Supply AS Executive Compensation and
Employee Incentive Plan (the "Plan"), as contemplated in the Term
Sheet and the RSA.  The Plan provides for incentive awards to be
paid by the Company to employees of both the Debtors and the
Company based on the attainment of certain milestones in the
Company's above-described restructuring.  Because the Bankruptcy
Court determined that approval of the Plan was unnecessary, the
Debtors agreed to withdraw the Incentive Plan Motion and allow the
Company to perform under the Plan without the need for Bankruptcy
Court approval.

                     Cash Collateral Hearing

Reference is made to that certain Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement dated as of Aug. 24, 2010,
as amended by Amendment No. 1 thereto dated as of Sept. 21, 2010,
and Amendment No. 2 thereto dated as of Oct. 1, 2010, among Trico,
the Guarantors party thereto from time to time (collectively with
Trico, the "DIP Debtors"), the Lenders party thereto from time to
time, and Obsidian Agency Services, Inc. as agent.  Reference is
also made to that certain agreement (the "Cash Collateral
Agreement") among the DIP Debtors and Tennenbaum DIP Opportunity
Fund, LLC, the Lender under the DIP Credit Agreement, dated
Nov.  29, 2010, regarding the DIP Debtors' use of Cash Collateral
under the DIP Credit Agreement.  Pursuant to the Cash Collateral
Agreement, the DIP Debtors agreed to (i) comply with the budget
filed with the Bankruptcy Court on Nov. 29, 2010, and (ii) use a
portion of proceeds from the sale of certain vessels, as disclosed
in the budget and along with proceeds from other asset sales, to
reduce their obligations to Tennenbaum.  Tennenbaum, in return,
agreed to consent to the DIP Debtors' use of Cash Collateral.  The
Bankruptcy Court approved the Cash Collateral Agreement at a
hearing on Nov. 29, 2010, and provided that, should the DIP
Debtors fail to comply with the budget, the Bankruptcy Court would
hold further hearings on continued use of Cash Collateral.

On Jan. 27, 2011, the Lenders filed an emergency motion to, among
other things, terminate the Debtors' use of Cash Collateral and
schedule a global auction for the DIP Debtors' remaining unsold
assets, alleging, among other things, that the DIP Debtors failed
to comply with the Nov. 29, 2010 Cash Collateral Agreement by
reducing their obligations to Tennenbaum to the agreed-upon level.
The DIP Debtors filed a response to the Motion to Terminate Use of
Cash Collateral on Feb. 3, 2011.  The Bankruptcy Court scheduled a
hearing on the Motion to Terminate Use of Cash Collateral and the
DIP Debtors' response for Feb. 10, 2011.  However, prior to the
scheduled hearing, the DIP Debtors and Tennenbaum resolved the
contested issues and consented to the entry of an agreed order
reflecting the parties' agreement regarding consensual use of cash
collateral.

The agreed order provides, among other things, that the DIP
Debtors may use Cash Collateral of Tennenbaum in accordance with
an agreed upon budget through May 17, 2011, and that they will
immediately pay down the entirety of Tennenbaum's prepetition
secured loan (except $100,000) using the proceeds of certain
vessel sales and other cash on hand.  The order sets forth a
specific waterfall for distribution of the proceeds of sales of
the DIP Debtors' vessels and certain other assets that occur from
the date of the order through April 30, 2011.  In addition, the
order provides that all parties waive their rights to object to
any of Tennenbaum's pre and postpetition claims, including for
attorneys' fees through the date of the order.  In the event that
all of Tennenbaum's claims are not indefeasibly paid in full by
April 30, 2011, the DIP Debtors agree to schedule and hold a
global auction for all of the DIP Debtors' remaining assets on or
prior to May 16, 2011, at which auction Tennenbaum is permitted
broad authority to credit bid without restriction.  In the event
that all of Tennenbaum's claims are not indefeasibly paid in full
by May 17, 2011, the DIP Debtors' Cases are converted to cases
under Chapter 7 or a Chapter 11 trustee is appointed, and
Tennenbaum is granted automatic relief from the automatic stay
with respect to all of the DIP Debtors' assets and any existing
injunctions preventing Tennenbaum from exercising remedies against
its collateral are immediately lifted.  The order also granted
Tennenbaum first priority senior security interests for its
outstanding DIP claims against all of the assets of the DIP
Debtors, including the proceeds of the Settlement described above.
Finally, it provides for the implementation of global mutual
releases for the DIP Debtors and Tennenbaum upon the satisfaction
of certain conditions, including the indefeasible payment in full
of all of Tennenbaum's pre and postpetition claims.

                          Relationships

Tennenbaum is a lender under the Company's Second Amended and
Restated Credit Agreement dated as of June 11, 2010, as amended,
the DIP Credit Agreement, Trico Shipping's Credit Agreement dated
as of Oct. 30, 2009, as amended, and Trico Shipping's priority
credit facility dated as of Sept. 21, 2010, as amended.  Obsidian
serves as administrative and collateral agent under the
Prepetition First Lien Loan Agreement.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: H Partners Ceases to Own Shares of Common Stock
-------------------------------------------------------------
H Partners Management, LLC, and Rehan Jaffer disclose that as of
Dec. 31, 2010, they have ceased to own any shares of Common Stock,
par value $0.01 per share, of Trico Marine Services, Inc.

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

               http://researcharchives.com/t/s?7398

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: Goldman Sachs Asset Owns 6.4% of Common Stock
-----------------------------------------------------------
Goldman Sachs Asset Management, L.P., and GS Investment
Strategies, LLC, disclose that as of Dec. 31, 2010, they may be
deemed to own 1,330,715 shares representing 6.4% of the Common
Stock, $0.01 par value per share, of Trico Marine Services, Inc.

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

               http://researcharchives.com/t/s?739a

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: Goldman Sachs Group Owns 8.5% of Common Stock
-----------------------------------------------------------
The Goldman Sachs Group, Inc., and Goldman, Sachs & Co., disclose
that as of Dec. 31, 2010, they may be deemed to own 1,802,236
shares representing 8.5% of the Common Stock, $0.01 par value per
share, of Trico Marine Services, Inc.

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

               http://researcharchives.com/t/s?7399

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRONOX INC: Loeb Arbitrage Owns 0.33% of Class A Common Stock
-------------------------------------------------------------
Loeb Arbitrage Management LP, et al., disclose that as of Dec. 31,
2010, they may be deemed to beneficially own shares of Class A
Common Stock, par value $0.01 per share, of Tronox Incorporated:

                                          Shares
Reporting                                Beneficially
Person                                   Owned         Percentage
---------                                ------------  ----------
Loeb Arbitrage Management LP                 61,503       0.33%
Loeb Arbitrage Fund                         500,360       2.70%
Loeb Arbitrage Offshore Partners, Ltd.      195,467       1.05%
Loeb Marathon Fund LP                       272,437       1.47%
Loeb Marathon Offshore Partners, Ltd.       103,214       0.56%

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

               http://researcharchives.com/t/s?7396

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRONOX INC: Trafelet Capital Owns 0.4% of Class B Common Stock
--------------------------------------------------------------
Trafelet Capital Management, L.P., Trafelet & Company, LLC, and
Remy Trafelet disclose that as of Dec. 31, 2010, they may be
deemed to beneficially own 91,500 shares representing 0.4% of
Class B Common Stock, par value $0.01 per share, of Tronox Inc.

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

               http://researcharchives.com/t/s?7395

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TUP 430: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: TUP 430 Company, LLC
        1901 Frederica Street
        Owensboro, KY 42301

Bankruptcy Case No.: 11-10722

Chapter 11 Petition Date: February 17, 2011

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: D. Andrew Phillips, Esq.
                  MITHCELL, MCNUTT & SAMS P.A.
                  P.O. Box 947
                  Oxford, MS 38655
                  Tel: 662-234-4845
                  E-mail: aphillips@mitchellmcnutt.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/msnb11-10722.pdf

The petition was signed by Mark C. Coffin, vice president of TUP
430 Partners, Inc., Debtor's managing member.


UNIFI INC: S. Present Appointed to Board of Directors
-----------------------------------------------------
Effective Feb. 10, 2011, the Board of Directors of Unifi, Inc.,
increased the size of the Board of Directors from nine directors
to ten directors and appointed Ms. Suzanne M. Present to the Board
of Directors of the Company.  Ms. Present was appointed to a term
expiring at the Company's 2011 Annual Meeting of Shareholders, at
which time it is expected that she will be nominated to stand for
election by the Shareholders of the Company.  Ms. Present was
appointed to the Audit Committee of the Board of Directors.  There
are no transactions to which the Company or any of its
subsidiaries is a party and in which Ms. Present or any member of
her immediate family had a material interest that are required to
be disclosed under Item 404(a) of Regulation S-K.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

The Company's balance sheet at Dec. 26, 2010, showed
$514.80 million in total assets, $223.95 million in total
liabilities and $290.84 million in stockholders' equity.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

In October 2010, Moody's Investors Service upgraded Unifi Inc.'s
Corporate Family Rating and Probability of Default ratings to 'B3'
from 'Caa1'.


UNIGENE LABORATORIES: Presented at 13th Annual BIO Conference
-------------------------------------------------------------
Unigene Laboratories, Inc., made a presentation at the 13th Annual
BIO CEO and Investor Conference on Feb. 14, 2011.  Full-text
copies of the slides are available for free at:

              http://ResearchArchives.com/t/s?738c

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'B'
corporate credit rating on Univar Inc.  The outlook remains
positive.

S&P assigned a 'B' issue-level rating and '3' recovery rating to
the new $1.98 billion senior secured term loan B facility due in
June 2017.  This indicates S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.  Univar expects
to use proceeds from the new term loan B facility to refinance the
company's four outstanding tranches of term loans, as well as
roughly $350 million of borrowings on its asset-based revolving
credit facility.

Following completion of the financing, S&P expects pro forma debt
leverage as of Dec. 31, 2010, to remain above 5x and the ratio of
funds from operations to total adjusted debt to be about 7%.

"Although S&P continue to view the financial profile as highly
leveraged, favorable operating trends support a positive outlook,"
said Standard & Poor's credit analyst Henry Fukuchi.

Based on its scenario forecasts, S&P expects leverage to improve
toward the 5x area and FFO to total adjusted debt to gradually
recover as the company benefits from anticipated synergies from
the BCS acquisition, ongoing cost reduction initiatives, and
increased demand for chemical distribution services expected in
the near to intermediate term.  In addition, S&P expects the BCS
acquisition will support higher overall margins and profitability,
which should add incrementally to Univar's efforts to improve its
financial profile.

The ratings on Univar reflect its highly leveraged capital
structure and aggressive financial policies that more than offset
a satisfactory business profile.  Univar's business profile is
characterized by leading market positions; extensive product,
customer, supplier, and geographic diversity; favorable trends for
chemical distributors; the flexibility of its cost structure; and
relative stability of operating results throughout the business
cycle.


UNIVAR INC: Moody's Assigns 'B2' Rating to New Term Loan B
----------------------------------------------------------
Moody's Investors Service assigned B2 rating to Univar Inc.'s new
Term Loan B.  The new term loan proceeds will be used to refinance
approximately $1.6 billion of existing term loan debt and repay
$350 million of outstanding borrowings under its existing
revolving credit facility.  The outlook is stable.

Univar Inc.

Rating assigned:

* $1.98 billion sr sec term loan B due 2017 -- B2 (LGD3, 48%)

The ratings on the existing term loans will be withdrawn upon
repayment of the loans.

                        Ratings Rationale

The refinancing transaction will provide Univar with lower cost
debt (a 125bps reduction in interest rate is expected), longer
debt maturities (one to three years longer than the current
term loans A& B), better liquidity and more favorable covenants
that afford the company operating and financial flexibility.
The improvement in liquidity results from the repayment of
$350 million of existing revolver borrowings with proceeds from
the new term loan such that unused availability under the asset
based revolver increases to $534 million as of Dec. 31, 2010, on a
pro forma basis.

Moody's expect that the refinancing will not result in higher
leverage, other than a small increase in balance sheet net debt to
pay for the call premium and fees associated with the refinancing
transaction.  However, the revolver usage is expected to rise for
seasonal working capital purposes during the first half of the
calendar year and be repaid in the second half of the year.  If
leverage were to increase for reasons other than for short-term
funding of working capital, Moody's would have to review the
appropriateness of the current B2 Corporate Family Rating, since
the company currently has high leverage for the rating category.
The refinancing transaction does not affect the existing
$1 billion of subordinated debt or almost $115 million of other
debt.

Univar's B2 CFR reflects its elevated leverage (over 6x as of Dec.
31, 2010 after pro forma adjustments for acquisitions and Moody's
standard analytical adjustments), modest operating margins (albeit
typical for a chemicals distributor) that provide a minimal
cushion in its highly leveraged situation and little debt
reduction, an underperforming European business with regional
concentration, a product mix weighted towards commodity chemicals,
its history of inconsistent free cash flow generation as cash flow
has been invested in working capital to support sales growth, and
working capital seasonality associated with the company's
agricultural chemicals distribution business in Canada that
requires the company to borrow additional funds on a seasonal
basis.

The ratings favorably recognize Univar's leading market share in
North America and large market share in Europe, economies of
scale, long-lived customer and supplier relationships with minimal
concentration, favorable industry trends in outsourcing to
distributors that has resulted in the distribution business
growing faster than overall chemicals sales, the stable nature of
the firm's historical EBITDA generation, improvements in operating
results over the past three years, historical positive retained
cash flow growth and relatively modest maintenance capital
expenditure requirements.

Univar Inc. is one of the largest distributors of industrial
chemicals and providers of related services, operating over 200
distribution centers to service a diverse set of end markets in
the US, Canada and Europe.  The company was taken private in
October 2007, and is currently primarily owned by funds managed by
CVC Capital Partners (42.4% stake) and Clayton, Dubilier & Rice,
LLC (42.5% stake).  The company had revenues of $7.9 billion for
the twelve months ended Dec. 31, 2010.


USA COMMERCIAL: Deloitte Granted Summary Judgment in Trust Suit
---------------------------------------------------------------
District Judge Philip M. Pro granted Deloitte & Touche LLP's
Motion for Summary Judgment (Imputation, In Pari Delicto, and
Statute of Limitations) in the lawsuit, USACM Liquidating Trust
and USA Capital Diversified Trust Deed Fund, LLC, v. Deloitte &
Touche, LLP and Victoria Loob, Case No. 08-CV-00461 (D. Nev.).

USACM Liquidating Trust is the successor-in-interest to USA
Commercial Mortgage Company and USA Capital Diversified Trust Deed
Fund, LLC.  The Trust sued USACM's former outside auditor,
Deloitte & Touche LLP, contending that if Deloitte had not issued
unqualified audit opinions for fiscal years 2000 and 2001, USACM
insiders could not have engaged in two allegedly fraudulent
schemes which ultimately resulted in millions of dollars in
losses.  The Trust brought the action on April 11, 2008, asserting
claims against Deloitte for aiding and abetting a breach of
fiduciary duty (count one), professional malpractice (count two),
and breach of contract (count three).

Deloitte moves for summary judgment, arguing the Court must impute
to USACM the actions and knowledge of USACM's agents, Thomas A.
Hantges and Joseph D. Milanowski.  Deloitte contends that once
Messrs. Hantges' and Milanowski's conduct and knowledge is imputed
to USACM, Deloitte is entitled to summary judgment under the
doctrine of in pari delicto, because USACM cannot sue Deloitte for
failing to stop USACM from engaging in its own fraudulent conduct.
Deloitte also argues that because Messrs. Hantges' and
Milanowski's knowledge must be imputed to USACM, USACM knew of any
alleged failures by Deloitte no later than January 2003, when
Deloitte completed its last audit and withdrew from representing
USACM in the future.  Deloitte thus contends the statute of
limitations has run on the Trust's claims.  Deloitte further
contends that even without imputation, the Trust's claims related
to the fiscal year 2000 audit are time-barred under the applicable
statute of repose.

A copy of the District Court's February 16, 2011 order is
available at http://is.gd/JsOa23from Leagle.com.

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


USG CORP: Brian Kenney Does Not Own Any Securities
--------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Brian A. Kenney, a director at USG Corp., disclosed
that he does not own any securities of the Company.

                          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 Dec. 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 November 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 Sept. 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.


WASHINGTON MUTUAL: JP Morgan, FDIC Seek to Shake $10-Bil. Lawsuit
-----------------------------------------------------------------
JPMorgan Chase & Co. and the Federal Deposit Insurance Corp. are
trying to shake a $10 billion lawsuit over some of the toxic loans
of Washington Mutual Bank.

Dow Jones' DBR Small Cap reports that the suit relates to some of
Washington Mutual Bank's toxic mortgages.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: FDIC Warns Former Bank Execs of Possible Suit
----------------------------------------------------------------
Dan Fitzpatrick and Jean Eaglesham, writing for The Wall Street
Journal, report that a person familiar with the situation said the
Federal Deposit Insurance Corp. has sent letters to former
executives of the failed Washington Mutual Bank warning of
possible legal action.  The source told the Journal the FDIC has
discussed damages of $1 billion in relation to the potential
Washington Mutual lawsuit.  The person said a decision against
former WaMu executives could be made within the next 30 days.  The
Journal says it is unclear which former WaMu executives would be
charged.

The Journal notes those letters, designed in part to encourage
executives to reach a settlement under their directors' and
officers' liability insurance, can be a precursor to a lawsuit.

The Journal relates the executives in charge when WaMu went down,
including former Chief Executive Officer Kerry Killinger, defended
their actions before a U.S. Senate subcommittee in 2010.

                    About Washington Mutual Inc.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WIKILOAN INC: Spider Investments Owns 22.2 Million Common Shares
----------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Spider Investments, LLC disclosed that it beneficially
owns 22,200,000 shares of common stock of the Company.

In a separate filing, Edward C. DeFeudis, director, president and
CFO at WikiLoan Inc., disclosed that he beneficially owns an
aggregate of 24,737,500 shares of common stock of the Company.
The 22.2 million shares are directly owned by Spider Investments
and 662,500 shares are directly owned by Lion Equity Holdings,
Corp.

                        About WikiLoan Inc.

Los Angeles, Calif.-based WikiLoan, Inc. -- http://wikiloan.com/-
- is a Web site that provides tools for person-to-person borrowing
and lending.  People can use the tools on the website to borrow
and lend money ($500 to $25,000) among themselves at rates that
make sense to all parties.  WikiLoan provides management tools
that allow Borrowers and Lenders to manage the process by:
providing loan documentation, promissory notes, repayment
schedules, email reminders, online account access, and online
repayment.

The Company's balance sheet at Oct. 31, 2010, showed $1.00 million
in total assets, $1.93 million in total liabilities, and a
stockholders' deficit of $926,455.

PS Stephenson & Co., P.C., in Wharton, Tex., expressed substantial
doubt about WikiLoan's ability to continue as a going concern
following the Company's results for the fiscal year ended
January 31, 2010.  The independent auditors noted that the Company
has no revenue, significant assets or cash flows.


WILLBROS UNITED: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Willbros
United States Holdings Inc. by one notch and placed the company's
long term ratings under review for further possible downgrade.
The affected ratings consist of Willbros' corporate family rating
(to B3 from B2), probability of default rating (to B3 from B2),
senior secured bank ratings (to B3 from B2) and speculative grade
liquidity rating (to SGL-4 from SGL-3).

                        Ratings Rationale

The rating action is driven by Willbros' weaker than expected
earnings following its levered acquisition of InfrastruX Group,
Inc. in mid-2010 as well as its Q4/10 earnings guidance that is
substantially lower than Moody's prior expectations.  As a result,
Moody's now expect adjusted leverage will be closer to 5.5x in
2010 compared to Moody's prior expectation of under 4x (pro-forma
the acquisition of InfrastruX).  Ongoing weak demand for certain
of Willbros' services (such as large-diameter, long-length
pipelines and downstream oil & gas capital projects) and the Q3/10
release of a contingent earn-out provision related to InfrastruX
raise Moody's concern that earnings may remain weaker than Moody's
previously expected through 2011.  In turn, Moody's believe
Willbros is unlikely to maintain compliance with its financial
maintenance covenants, which is the primary driver behind the
lowering of the company's liquidity rating (to SGL-4, indicating
weak liquidity) as well as the focus of the ratings review.

The review will focus on the company's plans to improve its
liquidity position.  Further downward rating action could occur if
the company is unable to obtain sufficient relief to its covenants
in the near term.  Conversely, should the company restore its
liquidity profile to an adequate position, Willbros' long term
ratings could be confirmed.

Moody's last rating action was on June 22, 2010, when Moody's
affirmed the ratings of Willbros Group Inc., and repositioned the
ratings to Willbros United States Holding's Inc.

Headquartered in Houston, Texas, Willbros United States Holdings,
Inc., is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc. The companies provide engineering and construction
(E&C) services to the oil, gas and power industries, and also
provide end-to-end infrastructure construction services, primarily
for the electric and natural gas utility end-markets through the
July 2010 acquisition of InfrastruX.  Pro-forma revenue for 2010
is estimated at about $1.5 billion.


WORKFLOW MANAGEMENT: Faces Objection From PBGC & IRS Over Plan
--------------------------------------------------------------
United States of America on behalf of its Internal Revenue Service
and the Pension Benefit Guaranty Corporation object to
confirmation of the Third Amended Joint Chapter 11 Plan of
Workflow Management Inc. and its debtor-affiliates.

The PBGC, a creditor claiming over $55 million relating to the
Relizon Company Retirement Plan, tells the U.S. Bankruptcy Court
for the Eastern District of Virginia that the Debtors' Chapter 11
plan cannot be confirmed because it fails to comply with Section
1129 of the Bankruptcy Code by improperly enjoining parties
seeking to file suit against non-debtors, effectively releasing
non-debtor parties from liability.

According to the PBGC, the Debtors' Chapter 11 Plan contravenes
section 524(e) of the Code by providing for an injunction of any
suit against certain non-debtors on account of or respecting
PBGC's claims against Debtors.  In addition, the plan attempts
to defeat Congress's explicit imposition of joint and several
liability for pension plan underfunding upon a pension plan
sponsors and its controlled group members under ERISA section
4062.

On the other hand, the IRS protested to the Debtors' plan
because:

  a) the IRS has no record that Workflow Management, Inc. filed a
     Form 940 for 2009;

  b) improperly requires the IRS to file an administrative request
     for payment;

  c) improperly grants the Debtors a discharge;

  d) improperly imposes release and injunctions in favor of
     non-debtors;

  e) improperly expands the Court's jurisdiction and grants the
     Court exclusive jurisdiction over certain controversies
     otherwise susceptible of being litigated in another forum,

  f) improperly forces a "settlement" upon creditors; and

  g) violates the United States' sovereign immunity.

Greg D. Stefan, Esq., assistant United States Attorney, represents
the United States, and Israel Goldowitz, Esq., represents PBGC.

Other creditors that objected to the amended plan are (i) Shapco
Printing Inc.; (ii) Stylecraft Printing Company Inc., Stylerite
Label Corp. and Morgan Adhesives Company d/b/a MACtac; (iii)
Relizon Holdings LLC, a holding company that is wholly-owned by
investments funds sponsored and managed by The Carlyle Group and
creditor of WF Holdings Inc.

                        The Chapter 11 Plan

The Court approved the adequacy of the Debtors' disclosure
statement explaining their third amended Chapter 11 plan on Jan.
21, 2011.

A hearing is set for Feb. 24, 2011, at 1:00 p.m., at United States
Bankruptcy Court - Judge St. John's Courtroom 600 Granby Street,
4th Floor Norfolk, Virginia.

The Plan implements and is built around these key elements:

   * The sale of essentially all of the Debtors' assets to the
     Purchaser under the Asset Purchase Agreement;

   * The distribution of debt instruments issued by the Purchaser
     to the First Lien Lenders and the Second Lien Lenders,
     secured by the assets of the Purchaser, on the terms provided
     in schedules 1 and 2 of the Plan and the Plan Documents. The
     secured claims of the First Lien Lenders will be paid through
     the issuance by Purchaser of the Newco First Lien Loan
     Notes in the full amount of the First Lien Lender Secured
     Claim.  The total amount of the claims of the Second Lien
     Lenders is approximately $196.5 million, and is bifurcated
     into a secured claim and an unsecured deficiency claim.  The
     Second Lien Lender Secured Claim is allowed under the Plan
     in the amount of $170 million, and will be paid through the
     issuance by Purchaser of the Newco Second Lien Loan Notes and
     the Newco Preferred Equity Interests in the full amount of
     the Second Lien Lender Secured Claim.  The amount of the
     Second Lien Lenders Deficiency Claim is approximately $26.5
     million, and the Second Lien Lenders Deficiency Claim will
     receive the treatment specified in Class 5C - Multi-Debtor
     General Unsecured Claims;

   * Deleveraging the balance sheets pertaining to the Debtors'
     business by more than $170 million;

   * The payment in full from the Plan Funds of Administrative
     Expense Claims, Priority Non-Tax Claims and Priority Tax
     Claims, or the assumption and payment in full thereof in each
     case by the Purchaser;

   * The assumption and assignment of certain executory contracts
     and unexpired leases to the Purchaser, and the assumption of
     the Cure Costs by the Purchaser;

   * Partial payment in Cash of certain General Unsecured Claims
     will be provided by the Purchaser; and

   * The cancellation of all existing Equity Interests.

The Plan reflects, in the view of the Debtors, a reasonable and
appropriate compromise that permits the value of the Debtors'
business to be maximized for the benefit of all parties in
interest in these cases.

Uunder the plan, holders of general unsecured claims, owing
between $25 million and $50 million, are expected to recover
between 1.6% and 8.0%; and holders of multi-debtor general
unsecured claims, owing $75 million, will get between 0% and 2.7%;

Holders of general unsecured claims against the Holdco Debtors,
owing approximately $95 million; holders of intercompany claims;
and WF equity interest holders will recover nothing.

All secured holders of the Debtors will get 100% of their allowed
claims.

A copy of the disclosure statement to the Third Amended Plan of
Reorganization, filed Jan. 21, 2011, is available for free at:

               http://ResearchArchives.com/t/s?73a2

                     About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Official Committee of Unsecured
Creditors retained Venable LLP as counsel and Protiviti Inc. as
financial advisor.

Workflow Management estimated assets and debts at $100 million to
$500 million as of the Chapter 11 filing.


WORKFLOW MANAGEMENT: PBGC Will Assume Relizon's Pension Plan
------------------------------------------------------------
Timothy Inklebarger at Pension&Investments reports that the
Pension Benefit Guaranty Corp. will assume responsibility for the
pension plan of The Relizon Co., a Dayton, Ohio-based producer of
marketing materials, confirmed PBGC spokesman Gary Pastorius.

Mr. Inklebarger says Relizon and its parent company, Workflow
Management Inc., Norfolk, Va., are liquidating in Chapter 11
bankruptcy.

According to the report, Relizon's defined benefit pension plan is
about 47% funded, with $49 million in assets to cover $104.4
million in liabilities, according to the release.  The PBGC
expects to assume responsibility for $54.7 million of the
$55.4 million shortfall.

                      About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Official Committee of Unsecured
Creditors retained Venable LLP as counsel and Protiviti Inc. as
financial advisor.

Workflow Management estimated assets and debts at $100 million to
$500 million as of the Chapter 11 filing.


WREN ALEXANDER: Court Grants IRS's Tax Lien Over Asset
------------------------------------------------------
Chief Bankruptcy Judge Ronald B. King overruled Wren Alexander
Investments, LLC's objection to the proof of claim filed by the
Internal Revenue Service.  The IRS asserted a claim against a
delinquent third party taxpayer and a lien on the Debtor's real
estate by virtue of two fraudulent transfers.  Judge King held
that the Debtor's objection is overruled because the IRS has
sustained its burden of proof.

Wren Alexander Investments is owned by Wren Alexander,
individually, and was formed in January 2007, for the primary
purpose of purchasing a ranch in Medina County, Texas.  Wren
Alexander Investments acquired the property for $2.275 million in
2007.

Wren Alexander Investments filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 08-52914) on October 3, 2008.  Dean William
Greer, Esq. -- dwgreer@sbcglobal.net -- served as the Debtor's
counsel.  In its petition, the Debtor disclosed total assets of
$5,850,447 and total debts of $147,690,000.

The ranch was the sole asset in the bankruptcy case and the
property against which the IRS asserted its claim.  The property
was comprised of roughly 551 acres of land and substantial
improvements, including a 10,000 square foot custom home, 12,000
square foot horse stable, and 39,000 square foot covered quarter
horse arena.  With Court approval, the property was sold April 24,
2009, for $5,250,000, with liens attaching to the proceeds of the
sale.

A copy of Judge King's February 17, 2011 Opinion is available at
http://is.gd/kUPYuhfrom Leagle.com.


ZALKIN INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Zalkin, Inc.
        1101 S. 20th St.
        Council Bluffs, IA 51501

Bankruptcy Case No.: 11-80351

Chapter 11 Petition Date: February 17, 2011

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

Debtor's Counsel: Howard T. Duncan, Esq.
                  DUNCAN LAW OFFICE
                  6910 Pacific Street, Suite 103
                  Omaha, NE 68106
                  Tel: (402) 934-4221
                  Fax: (402) 391-0088
                  E-mail: cathy@hduncanlaw.com

Estimated Assets: $100,001 to $500,000

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 John P. Houlihan, president.


* Judge Issues Report in $24-Bil. Suit Against Credit Suisse
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that property owners at several
luxury ski and golf resort communities should be allowed to pursue
claims of negligence and conspiracy against Credit Suisse Group
and Cushman & Wakefield Inc. for allegedly scheming to load the
resorts with debt in a bid to reap hefty fees and later foreclose
on the properties, according to a magistrate judge.


* Andrews Kurth Names Robin Russell Managing Partner
----------------------------------------------------
Andrews Kurth disclosed that Robin Russell has been appointed
Managing Partner of the firm's Houston office.  Tom Perich,
Ms. Russell's predecessor, has been appointed Chairman of the
firm.

"I am very grateful to my colleagues and friends for entrusting me
with this responsibility," said Ms. Russell.  "Andrews Kurth is a
great place to work, with an absolutely outstanding and diverse
team of lawyers and staff.  I look forward to helping maintain the
firm's tradition of integrity, impeccable client service and
community involvement."

Ms. Russell is a member of the firm's Policy Committee, Finance
Committee and Women's Initiative Team.  She also co-chairs the
firm's Bankruptcy and Financial Restructuring section.  She
received her JD from Baylor University School of Law and her LLM
from Boston University School of Law.

"Robin has been a mainstay at our firm for many years, making a
daily difference not just as a great lawyer, but in her many
leadership roles," said Bob Jewell, the firm's Managing Partner.
"We arefortunate to have a lawyer of Robin's talents in this
important leadership role in our largest office."

Mr. Perich will remain on the firm's Policy Committee and Finance
Committee.  He will represent the firm in a variety of civic and
charitable functions and will continue to practice law full-time.

                     About Andrews Kurth LLP

For more than a century, Andrews Kurth -- http://andrewskurth.com/
-- has built its practice on the belief that "straight talk is
good business."  Real answers, clear vision and mutual respect
define the firm's relationships with clients, colleagues,
communities and employees.  With 400 lawyers and offices in
Austin, Beijing, Dallas, Houston, London, New York, The Woodlands
and Washington, DC, Andrews Kurth represents a wide array of
clients in multiple industries.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                             Total      Share-
                                 Total     Working    Holders'
                                Assets     Capital      Equity
  Company          Ticker        ($MM)       ($MM)       ($MM)
  -------          ------       ------    --------   ---------
ABRAXAS PETRO      AXAS US        178.1        (5.2)       (1.7)
ABSOLUTE SOFTWRE   ABT CN         117.9       (12.8)      (11.9)
ACCO BRANDS CORP   ABD US       1,187.7       292.8       (79.8)
AEGERION PHARMAC   AEGR US          2.9       (29.5)      (27.3)
ALASKA COMM SYS    ALSK US        624.8         2.6       (15.3)
AMER AXLE & MFG    AXL US       2,114.7        33.0      (468.1)
AMERICAN STANDAR   ASEN US          0.0        (0.1)       (0.1)
AMR CORP           AMR US      25,088.0    (1,942.0)   (3,945.0)
ANACOR PHARMACEU   ANAC US         20.4        (1.6)       (8.2)
ARKSON NUTRACEUT   AKSN US          -          (0.0)       (0.0)
ARQULE INC         ARQL US         94.1        45.1        (9.7)
ARVINMERITOR INC   ARM US       2,814.0       357.0      (990.0)
AUTOZONE INC       AZO US       5,640.5      (584.3)     (817.2)
BLUEKNIGHT ENERG   BKEP US        296.0      (427.8)     (152.8)
BOARDWALK REAL E   BOWFF US     2,326.8         -        (109.0)
BOARDWALK REAL E   BEI-U CN     2,326.8         -        (109.0)
BOSTON PIZZA R-U   BPF-U CN       112.0         2.0      (115.5)
BRAVO BRIO RESTA   BBRG US        162.8       (28.9)      (61.5)
CABLEVISION SY-A   CVC US       8,840.7      (522.2)   (6,280.7)
CABLEVISION SY-A   CVY GR       8,840.7      (522.2)   (6,280.7)
CAMPUS CREST COM   CCG US         327.5         -         (60.7)
CANADIAN SATEL-A   XSR CN         188.3       (44.0)       (6.1)
CC MEDIA-A         CCMO US     17,479.9     1,504.6    (7,204.7)
CENTENNIAL COMM    CYCL US      1,480.9       (52.1)     (925.9)
CENVEO INC         CVO US       1,393.6       220.0      (332.5)
CHENIERE ENERGY    CQP US       1,797.0        30.3      (521.9)
CHENIERE ENERGY    C64 GR       1,797.0        30.3      (521.9)
CHENIERE ENERGY    LNG US       2,616.5      (137.1)     (431.0)
CHOICE HOTELS      CHH US         403.3       (11.5)      (75.5)
CLEVELAND BIOLAB   CBLI US         11.9        (9.7)      (10.0)
COLUMBIA LABORAT   CBRX US         28.9        13.3       (12.1)
COMMERCIAL VEHIC   CVGI US        286.2       116.1        (0.1)
CUMULUS MEDIA-A    CMLS US        324.1        (2.5)     (349.3)
CUMULUS MEDIA-A    CUIA GR        324.1        (2.5)     (349.3)
DENNY'S CORP       DENN US        311.2       (27.8)     (103.7)
DISH NETWORK-A     DISH US      9,292.9       733.1    (1,416.5)
DISH NETWORK-A     EOT GR       9,292.9       733.1    (1,416.5)
DISH NETWORK-A     EOT TH       9,292.9       733.1    (1,416.5)
DOMINO'S PIZZA     DPZ US         425.7       104.1    (1,241.9)
DUN & BRADSTREET   DNB US       1,727.3      (612.4)     (717.4)
EASTMAN KODAK      EK US        6,844.0       960.0      (498.0)
ENDOCYTE INC       ECYT US         11.4         4.7        (2.6)
EPICEPT CORP       EPCT SS          6.7        (1.1)      (14.2)
EXELIXIS INC       EXEL US        372.9       (11.8)     (217.6)
FORD MOTOR CO      F* MM      180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      F US       180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      F SW       180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      FMC1 TH    180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      FORDP FP   180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      FMC1 GR    180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      F1EUR EU   180,330.0   (18,558.0)   (1,740.0)
FORD MOTOR CO      F BB       180,330.0   (18,558.0)   (1,740.0)
FREDDIE MAC        FMCC* MM 2,288,730.0         -         (58.0)
GENCORP INC        GY US          991.5        71.4      (195.1)
GLG PARTNERS INC   GLG US         400.0       156.9      (285.6)
GLG PARTNERS-UTS   GLG/U US       400.0       156.9      (285.6)
GRAHAM PACKAGING   GRM US       2,806.8       268.0      (530.7)
HICKS ACQUISITIO   HKACU US         0.8        (0.8)       (0.1)
HOVNANIAN ENT-A    HOV US       1,817.6     1,101.9      (337.9)
HOVNANIAN ENT-A    HO3 GR       1,817.6     1,101.9      (337.9)
HOVNANIAN ENT-B    HOVVB US     1,817.6     1,101.9      (337.9)
HUGHES TELEMATIC   HUTC US        111.4         1.9       (42.1)
IDENIX PHARM       IDIX US         63.1        24.0       (21.3)
INCYTE CORP        INCY US        464.6       305.0      (128.9)
IPCS INC           IPCS US        559.2        72.1       (33.0)
ISTA PHARMACEUTI   ISTA US        112.2         8.8       (71.8)
JAZZ PHARMACEUTI   JAZZ US        108.0       (13.3)       (0.8)
JUST ENERGY GROU   JSTEF US     1,760.9      (339.4)     (328.6)
JUST ENERGY GROU   JE CN        1,760.9      (339.4)     (328.6)
KNOLOGY INC        KNOL US        658.7        53.5        (5.3)
KV PHARM-A         KV/A US        358.6       (81.1)     (139.1)
KV PHARM-A         KVP GR         358.6       (81.1)     (139.1)
KV PHARM-B         KV/B US        358.6       (81.1)     (139.1)
LIGHTING SCIENCE   LSCG US         60.0        28.3      (122.4)
LIN TV CORP-CL A   TVL US         782.4        21.2      (146.9)
LIN TV CORP-CL A   LTVA GR        782.4        21.2      (146.9)
LIZ CLAIBORNE      LIZ US       1,257.7        39.0       (21.7)
LORILLARD INC      LO US        3,296.0     1,509.0      (225.0)
MAINSTREET EQUIT   MEQ CN         448.9         -          (9.0)
MANNKIND CORP      MNKD US        277.3        55.8      (185.5)
MEAD JOHNSON       MJN US       2,293.1       472.9      (358.3)
MOODY'S CORP       MCO US       2,540.3       409.2      (309.7)
MORGANS HOTEL GR   MHGC US        759.1        47.0       (42.1)
MPG OFFICE TRUST   MPG US       3,267.4         -        (897.2)
NATIONAL CINEMED   NCMI US        836.1        40.5      (340.8)
NAVISTAR INTL      NAV US       9,730.0     2,246.0      (924.0)
NEWCASTLE INVT C   NCT US       3,760.1         -        (591.2)
NEXSTAR BROADC-A   NXST US        607.6        31.2      (189.9)
NORTH AMERICAN G   NMGL US          0.0        (0.1)       (0.1)
NPS PHARM INC      NPSP US        228.9       133.8      (155.3)
NYMOX PHARMACEUT   NYMX US          0.9        (1.0)       (1.8)
OTELCO INC-IDS     OTT US         322.1        22.0        (5.2)
OTELCO INC-IDS     OTT-U CN       322.1        22.0        (5.2)
OTELCO INC-IDS     ODB GR         322.1        22.0        (5.2)
PALM INC           PALM US      1,007.2       141.7        (6.2)
PDL BIOPHARMA IN   PDLI US        257.5        26.1      (304.5)
PETROALGAE INC     PALG US          5.9        (8.2)      (51.6)
PLAYBOY ENTERP-A   PLA/A US       165.8       (16.9)      (54.4)
PLAYBOY ENTERP-A   PLB GR         165.8       (16.9)      (54.4)
PLAYBOY ENTERP-B   PLA US         165.8       (16.9)      (54.4)
PLAYBOY ENTERP-B   PLBB TH        165.8       (16.9)      (54.4)
PLAYBOY ENTERP-B   PLBB GR        165.8       (16.9)      (54.4)
PRIMEDIA INC       PRM US         215.5        (5.8)      (97.8)
PRIMO WATER CORP   PRMW US         29.0       (29.4)       (9.6)
PROTECTION ONE     PONE US        562.9        (7.6)      (61.8)
QUALITY DISTRIBU   QLTY US        284.3        26.9      (132.9)
QWEST COMMUNICAT   Q US        17,220.0    (1,649.0)   (1,655.0)
REGAL ENTERTAI-A   RGC US       2,670.3       114.1      (267.3)
REGAL ENTERTAI-A   RETA GR      2,670.3       114.1      (267.3)
RENAISSANCE LEA    RLRN US         53.8       (38.5)      (35.1)
REVLON INC-A       REV US       1,086.7       157.6      (696.4)
REVLON INC-A       RVL1 GR      1,086.7       157.6      (696.4)
RIGNET INC         RNET US         93.2         9.5       (11.6)
RSC HOLDINGS INC   RRR US       2,718.0       (60.8)      (37.3)
RURAL/METRO CORP   RURL US        285.3        60.1       (98.6)
SALLY BEAUTY HOL   SBH US       1,670.4       371.1      (406.1)
SINCLAIR BROAD-A   SBGI US      1,485.9        36.4      (157.1)
SINCLAIR BROAD-A   SBTA GR      1,485.9        36.4      (157.1)
SMART TECHNOL-A    SMT US         559.1       201.9       (63.2)
SMART TECHNOL-A    SMA CN         559.1       201.9       (63.2)
SMART TECHNOL-A    2SA GR         559.1       201.9       (63.2)
STEREOTAXIS INC    STXS US         47.5        (6.2)       (5.3)
SUN COMMUNITIES    SUI US       1,164.1         -        (131.0)
SWIFT TRANSPORTA   SWFT US      2,577.9       237.4       (83.2)
SWIFT TRANSPORTA   72W GR       2,577.9       237.4       (83.2)
SYNERGY PHARMACE   SGYP US          2.7        (2.3)       (1.8)
TAUBMAN CENTERS    TCO US       2,546.9         -        (527.9)
TEAM HEALTH HOLD   TMH US         807.7        17.9       (51.4)
THERAVANCE         THRX US        212.6       161.1      (141.1)
THERAVANCE         HVE GR         212.6       161.1      (141.1)
UAN CULTURAL & C   GHBAU US         1.0        (0.4)       (0.2)
UNISYS CORP        UIS US       3,020.9       538.7      (933.8)
UNITED CONTINENT   UAL US           -      (1,186.0)   (2,206.0)
UNITED RENTALS     URI US       3,693.0       156.0       (20.0)
VECTOR GROUP LTD   VGR US         859.0       245.3       (37.7)
VENOCO INC         VQ US          766.2        20.4       (94.8)
VIRGIN MOBILE-A    VM US          307.4      (138.3)     (244.2)
VISTEON CORP       VC US        5,147.0     1,184.0      (737.0)
VONAGE HOLDINGS    VG US          260.4       (67.7)     (129.6)
WARNER MUSIC GRO   WMG US       3,604.0      (602.0)     (228.0)
WEIGHT WATCHERS    WTW US       1,092.0      (348.7)     (690.8)
WESTMORELAND COA   WLB US         765.0       (51.3)     (133.7)
WORLD COLOR PRES   WC CN        2,641.5       479.2    (1,735.9)
WORLD COLOR PRES   WCPSF US     2,641.5       479.2    (1,735.9)
WORLD COLOR PRES   WC/U CN      2,641.5       479.2    (1,735.9)
WR GRACE & CO      GRA US       4,271.7     1,371.3       (68.8)
YRC WORLDWIDE IN   YRCW US      2,634.7      (250.7)      (95.8)



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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