TCR_Public/110224.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 24, 2011, Vol. 15, No. 54

                            Headlines

5 STAR MOTEL: Voluntary Chapter 11 Case Summary
77 MCD: Apartments Owner Files for Ch. 11 to Stay BofA Suit
77 MCD: Case Summary & 20 Largest Unsecured Creditors
AEOLUS PHARMACEUTICALS: Awarded $118 Million Contract from BARDA
ALCOA INC: Fitch Affirms Rating, Changes Outlook to Stable

ALERIS INT'L: AAC Unit Can Collect $1.059MM From Behr
ALEXA PROFESSIONAL: Files for Bankruptcy Protection
ALLIANT TECHSYSTEMS: Fitch Affirms 'BB' Issuer Default Rating
AMERCO REAL ESTATE: S&P Raises Corporate Credit Rating to 'BB+'
AMARU INC: Restates 2009 Financial Statements

AMERICAN RICE: District Court Affirms Ruling Against Sandburg
AMR CORP: Incurs $471 Million Net Loss in 2010
ANIMIKI RESOURCES: Canadian Court OKs Plan of Arrangement
APPLE RUSH: Court Dismisses Bankruptcy Case
APPLESEED'S INTERMEDIATE: Ink Global Deal With Lenders & Creditors

APPLESEED'S INTERMEDIATE: Lease Decision Deadline Moved to Aug. 17
APPLESEED'S INTERMEDIATE: Court Sets April 1, 2011 Claims Bar Date
APPLESEED'S INTERMEDIATE: 420 Out of Jobs with Call Center Move
ARVINMERITOR INC: Fitch Upgrades Issuer Default Rating to 'B'
AXCAN INTERMEDIATE: Moody's Corrects Ratings on Press Release

BANKATLANTIC BANCORP: Greek Investments No Longer Owns Shares
BEAZER HOMES: Paulson & Co. Discloses 7.66% Equity Stake
BERNARD L MADOFF: Trustee Sues SEC General Counsel Becker
BLOCKBUSTER INC: Canadian Unit Says It's Business as Usual
BLOCKBUSTER INC: Not Paying Obligations, Fox Says

BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for All Assets
BOISE INC: Tharco Packaging Deal Won't Affect Moody's 'Ba3' Rating
BONDS.COM GROUP: CAO and President Do Not Own Any Securities
BORDERS GROUP: Parties Reflect Revisions to DIP Credit Agreement
BORDERS GROUP: Seeks Approval for Kasowitz Benson as Counsel

BORDERS GROUP: To Honor Rewards & Gift Cards
BORDERS GROUP: To Pay $38.3 Mil. in Sales & Use Taxes
BORDERS GROUP: Wins Interim OK to Pay $4MM+ to Network Vendors
BROWN SHOE: American Sporting Deal Won't Affect Moody's B2 Rating
BRUNSWICK CORP: S&P Puts 'B-' Rating on CreditWatch Positive

BUILDERS FINANCIAL: BNY Opposition Could Derail Ch. 11 Plan
CABLEVISION SYSTEMS: Reports $361.60MM Net Income in 2010
CAMTECH PRECISION: Can Exclusively File Plan Until April 5
CANAL CORP: Has March 29 Plan Confirmation Hearing
CARA OPERATIONS: DBRS Finalizes Issuer Rating of 'B'

CATHOLIC CHURCH: Wilm. Seeks to Sell Bancroft Property for $385K
CELL THERAPEUTICS: No Longer Well-Known Seasoned Issuer
CELL THERAPEUTICS: 2010 Audit Report Contains Going Concern Doubt
CFRI/GREENLAW: Wants Plan Filing Deadline Extended to May 16
CIT GROUP: DBRS Confirms Issuer Rating of 'B'

CMP SUSQUEHANNA: Moody's Reviews 'Caa1' Corporate Family Rating
COLLIER LAND: Debtor & Creditors Have Until April 23 to File Plan
COLLIER LAND: Taps Alpine Coal as "Finder" to Market & Sell Assets
COMMERCIAL VEHICLE: Reports $3.98-Mil. Profit in 4th Quarter
CONEX INT'L: Wells Fargo File Involuntary CH 11 Against Firm

CONSTAR INT'L: Gets Court OK of Reorganization Plan Outline
COOPER TIRE: Moody's Raises Corporate Family Rating to 'B1'
CPI INTERNATIONAL: S&P Downgrades Corporate Credit Rating to 'B'
CRYSTAL CATHEDRAL: Daughter Denies Using Tax Exempt Allowances
D&DAND ASSOCIATES: Case Summary & 12 Largest Unsecured Creditors

DEAN FOODS: S&P Gives Negative Outlook; Affirms 'B+' Rating
DELTA AIR: Moody's Assigns 'Ba2' Rating to Senior Secured Loan
DENBURY RESOURCES: S&P Downgrades Ratings on Senior Debt to 'BB-'
DENNEY FARMS: Wants Plan Filing Period Extended by 60 Days
DEUCE INVESTMENTS: Confirmation Hearing Continued to April 28

DIETRICH'S SPECIALTY: U.S. Trustee Wants Ch. 11 Case Dismissed
DIETRICH'S SPECIALTY: Wants to Sell Assets to Bluegrass
DONALD BENSON: Court Denies Confirmation of Amended Plan
DOWNSTREAM DEVELOPMENT: Moody's Raises Corp. Family Rating to 'B3'
DR. R.C. SAMANTA: Case Summary & 20 Largest Unsecured Creditors

DUKE AND KING: Bid Protocol Approved; April 14 Sale Hearing Set
DUKE AND KING: Receives Final Authority to Use Cash Until May 6
EASTMAN KODAK: Legg Mason, et al., Hold 12.04% Equity Stake
ELITE PHARMACEUTICALS: Midsummer Holds 7.68% Equity Stake
ENERGYCONNECT GROUP: Rodney Boucher Owns 8.06-Mil. Common Shares

EQK BRIDGEVIEW: Court Sets Feb. 25 Hearing on Cash Collateral Use
EVERGREEN ENERGY: Provides Updates on K-Fuel Technology
F & G LEONARD: Case Summary & 8 Largest Unsecured Creditors
FIRST PHYSICIANS: Notifies Late Filing of Quarterly Report
FIRST PHYSICIANS: Provides Fiscal 2011 First Quarter Update

FIRST UNITED ETHANOL: Posts $5.1 Million Loss in Dec. 31 Quarter
FONAR CORP: Reports $1.4 Million Net Income in Dec. 31 Quarter
FOREST PACKING: Case Summary & 20 Largest Unsecured Creditors
FRE REAL ESTATE: Judge Houser Dismisses Chapter 11 Case
GAMETECH INTERNATIONAL: Prescott, et. al., Stake Down to 0%

GAMETECH INTERNATIONAL: R. Fedor Discloses 16.4% Equity Stake
GENERAL MOTORS: Old GM Asbestos Liability Fixed at $625 Mil.
GENERAL MOTORS: Old GM Proposes Benefits for Former IBB Members
GENERAL MOTORS: Old GM Wants Unliquidated Claims Estimated at $0
GREAT ATLANTIC & PACIFIC: Frito-Lay Wants Trade Creditors Panel

GREAT ATLANTIC & PACIFIC: Galgano, CFO, Leaves Post
GREAT ATLANTIC & PACIFIC: Names Six New Marketing Executives
GREAT ATLANTIC & PACIFIC: Proposes Employee Incentive Plan
GREAT ATLANTIC & PACIFIC: Wants Plan Exclusivity Until Dec. 31
GUARANTY FINANCIAL: Sets April 6 Plan Confirmation

HARDAGE HOTELS II: Chase Suit Hotel in Chapter 11
HARDAGE HOTELS: Case Summary & 20 Largest Unsecured Creditors
HATHAWAY ENTERPRISES: Files for Chapter 11 in Los Angeles
HATHAWAY ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
HEALTHSOUTH CORP: John Osterweis Holds 4.71% Equity Stake

HERCULUES OFFSHORE: Shares Copy of Seahawk Purchase Agreement
IDEARC INC: Suit vs. Glassman Survives Motion to Dismiss
IMAGE METRICS: Notifies Late Filing of Dec. 31 Form 10-Q
IMEDICOR INC: Notifies Late Filing of Dec. 31 Form 10-Q
INOVA TECHNOLOGY: Completes More Than $700,000 of Projects

INTERTAPE POLYMER: Letko Brosseau Discloses 22.7% Equity Stake
IRVINE SENSORS: Incurs $10.83 Million Net Loss in Jan. 2 Qtr.
ISTAR FINANCIAL: Mark Gallogly Discloses 6.8% Equity Stake
JAVO BEVERAGE: Committee Taps Richards Layton as Counsel
JAVO BEVERAGE: Taps Valcor Consulting as Financial Advisor

JENNIFER CONVERTIBLES: Emerges From Chapter 11 Bankruptcy
JETBLUE AIRWAYS: Two Directors Resign from Board
JGS DEVELOPMENT: Case Summary & Largest Unsecured Creditor
K-V PHARMA: Completes $32 Million Class A Common Stock Offering
K-V PHARMA: Hosts Conference Call to Discuss Makena

K-V PHARMA: To Issue Warrant to US Healthcare for 11.66MM Shares
KELLY'S MISSION: Voluntary Chapter 11 Case Summary
KINDER MORGAN: Moody's Gives Stable Outlook, Affirms 'Ba1' Rating
KNOLOGY INC: S&P Assigns 'B+' Rating to $790 Mil. Senior Loan
LEVEL 3 COMMS: Prem Watsa Discloses 15.13% Equity Stake

LOFTE'S LLC: Case Summary & 3 Largest Unsecured Creditors
MAGIC BRANDS: Ex-Franchisee Reports Changes to Outlets
MARKETING WORLDWIDE: Posts $526,200 Net Income in Dec. 31 Qtr.
MCCLATCHY CO: Paulson & Co. Discloses 9.8% Equity Stake
MEDICAL ALARM: Notifies Late Filing of Dec. 31 Form 10-Q

MGM RESORTS: Paulson & Co. Discloses 8.97% Equity Stake
MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB'
MSR RESORT: Singapore Objects to Paying Paulson Resorts Adviser
NATION'S CAPITAL: Court Continues Attorneys' Fee Issue
NEW ORIENTAL: Notifies Late Filing of Dec. 31 Form 10-Q

NEXSTAR BROADCASTING: Renaissance, et al., Hold 4.88% of Stock
NSG HOLDINGS: S&P Affirms 'BB' Rating to $286 Mil. Senior Loan
ORANGE ROSE: Seller Retains Ownership of Mobile Home Trailers
OVERLAND STORAGE: Posts $909,000 Net Loss in Dec. 31 Quarter
PACIFIC CAPITAL: DBRS Upgrades All Long-Term Ratings to 'B'

PAGE ONE: New Mexico Bookstore in Chapter 11
PALM HARBOR: Authorized to Sell Surplus Plant in Georgia
PENN TREATY: William Collins Discloses 8.79% Equity Stake
PERKINS & MARIE: S&P Downgrades Rating to $190 Mil. Notes to 'C'
PHARMOS CORP: Friedman LLP Raises Going Concern Doubt

PHOENIX FOOTWEAR: Wedbush, et al., Disclose 9.8% Equity Stake
PILGRIM'S PRIDE: Perdue Doesn't Apply to Bankr. Fee Enhancements
PLY GEM HOLDINGS: Completes $800MM Offering of 8.25% Sr. Notes
PRECISION PETROLEUM: Posts $51,600 Net Loss in Dec. 31 Quarter
PROVISION HOLDING: Notifies Late Filing of Dec. 31 Form 10-Q

RASER TECHNOLOGIES: K. Higginson Disposes of 316,875 Shares
REDDY ICE: Paul Smith Acquires 34,892 Common Shares
REICHMANN PETROLEUM: Dist. Ct. Bars Hanvey From Pursuing Claims
RHI ENTERTAINMENT: Plan Confirmation Put Off Until March 29
RIVER ROAD: Hearing on Amalgamated's Plan Outline Set for March 24

ROBB & STUCKY: To Lay Off 178 Employees in Lee County
RR HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
SAGECREST II: Dist. Ct. Says Drastic Sanctions Unwarranted
SCHUTT SPORTS: SSI and Committee File Liquidating Chapter 11 Plan
SEAHAWK DRILLING: Files Schedules of Assets And Liabilities

SEMINOLE WALLS: Chapter 7 Trustee Wins Celebrity Photo Suit
SENSIVIDA MEDICAL: Restates 2009 Financials to Correct Errors
SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'BB-'
SINCLAIR TELEVISION: Moody's Affirms 'Ba3' Corp. Family Rating
SIRIUS XM: Reports $43.05 Million Net Income in 2010

SOLUTIA INC: S&P Raises Corporate Credit Rating to 'BB'
SWADENER INVESTMENT: Tulsa Office-Building Owner in Chapter 11
TEXTRON INC: Fitch Affirms Issuer Default Rating at 'BB+'
TRAVELCLICK INC: S&P Affirms Corporate Credit Rating at 'B'
TROPICANA ENT: Adamar Says NRF Fund Should Be Reduced to $0

TROPICANA ENT: Lightsway Amends Complaint vs. Yung, et al.
TROPICANA ENT: Two Claimants Oppose Bar Date Enforcement
TUBO DE PASTEJE: IUSA Has Deal to Cover Tubo-Cambridge Lee Plans
UNISYS CORP: Debt Reduction Cues Fitch's Positive Watch
UNISYS CORP: Moody's Affirms 'B1' Corporate Family Rating

UNISYS CORP: S&P Puts 'B+' Rating on CreditWatch Positive
UNITED REFINING: Moody's Assigns 'B3' Rating to $350 Mil. Notes
UNITED REFINING: S&P Assigns 'B+' Rating to Senior Note Offering
US ONCOLOGY: Moody's Withdraws 'B2' Corporate Family Rating
US ONCOLOGY: S&P Withdraws 'B' Corporate Credit Rating

W.R. GRACE: Bankr. Judge Clarifies Plan Approval Order
W.R. GRACE: Files Conformed Copy of Confirmed Plan
W.R. GRACE: Proposes to Contribute $236MM to Pension Plan
YAIR ISRAEL BABAYOFF: Court Converts Case to Chapter 7

* Drop in Small Business Ch. 11 Outpaces Decline in Consumer Cases
* Lehman Represents 90% of All Bankruptcy Claim Trades
* Moody's: January's Zero Defaults a First Since June 2007

* Christie Says Health Costs May Bankrupt Governments

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

5 STAR MOTEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 5 Star Motel Investments, Inc.
        dba America's Best Value Inn
        fdba Best Western Vero Beach
        8797 20th Street
        Vero Beach, FL 32966

Bankruptcy Case No.: 11-02234

Chapter 11 Petition Date: February 21, 2011

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

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

Estimated Assets: $0 to $50,000

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 Ramesh Patel, treasurer.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gray Star Investments, Inc.            11-727     01/12/11


77 MCD: Apartments Owner Files for Ch. 11 to Stay BofA Suit
-----------------------------------------------------------
77 McD L.L.C. filed for Chapter 11 protection (Bankr. D. Ariz.
Case No. 11-04239) in Phoenix, on Feb. 22, 2011, estimating assets
and debts of $10 million to $50 million.

According to a court filing, the Debtor's primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes located in Phoenix, Arizona, commonly referred to as
Barossa at the Park and Indigo at the Park.  Barossa is a 273-unit
apartment complex located at 7777 W. McDowell Road, Phoenix,
Arizona 85035.  Indigo is a 306-unit apartment complex located
adjacent to Barossa, at 7725 W. McDowell Road, Phoenix, Arizona
85035.  Completed in June 2009, the Properties are "Class A"
properties that provide residents an "impressive list of premium
amenities," including 9-foot ceilings, gourmet kitchens, granite
countertops, soaking tubs, a 24/7 professional-grade gym, an
expansive pool area, and a java bar.  The Properties are still in
their initial "lease-up" stage.  As of the Petition Date,
occupancy rates were approximately 68% and 75% for Barossa and
Indigo, respectively.

The Debtor is owned by 14 members.  Substantially all the Debtor's
operations are managed by two affiliated non-debtor entities, Gray
Residential L.L.C., and Gray Services L.L.C.  Gray Residential
serves as the Debtor's property manager.

The Debtor owes $45.02 million in principal to Bank of America,
N.A., for a loan used to finance construction of the Properties.
BofA was essentially granted a security interest in substantially
all the Debtor's assets.  The loan matured Aug. 1, 2010.

Brian Kearney, chief operating officer of the Debtor, explains,
"Like nearly every other company involved in the development of
real estate, the Debtor has suffered from the well documented and
unprecedented collapse of the commercial real estate finance
markets and the crisis in the credit markets."

Mr. Kearney relates that while the Properties are still in their
initial "lease-up" phases, they are generating significant cash
flow from operations, specifically $80,000 to $100,000 per month.

However, the Debtor failed to meet non-monetary covenants in the
BofA loan, thus failed to obtain an automatic extension of the
maturity date.  The Debtor negotiated with BofA but BofA abruptly
ceased negotiations on a forbearance agreement in early November
2010 and eventually stopped all negotiations in early January
2011.

The Debtor has also been marketing the Properties.  The Debtor
obtained and presented to BofA on Jan. 11, 2011, a short-sale
offer for the Properties in the amount of $40.0 million.  The
offer, which reflected a mere estimated 10% discount from the
total outstanding debt, was free of contingencies and proposed a
$500,000 non-refundable deposit.  BofA rejected the offer.

On Feb. 11, 2011, BofA instigated proceedings in Maricopa County
Superior Court for the appointment of a receiver for the
Properties.  A hearing on the Complaint was scheduled before the
State Court at 9:15 a.m. on Feb. 22, 2011.

                        The Chapter 11 Case

Mr. Kearney relates the Debtor was forced to commence the
Chapter 11 case to stay the Receivership Action and preserve the
estate's interests in the Properties for the benefit of all
parties.

"In this regard, the Debtor believes the market for commercial
real estate financing may be stabilizing and has begun to show
signs of a turnaround. Additionally, the Properties are generating
significant cash flow, excluding debt service obligations.  These
factors, along with the stabilization of the real estate market,
will allow the Debtor to obtain additional capital or refinance
its secured indebtedness.  The Debtor may also have the ability to
fund a 100% payout stand-alone reorganization plan at reasonable
market interest rates," Mr. Kearney states.

Kelly Singer, Esq., at Squire, Sanders & Dempsey (US) LLP, in
Phoenix, represents the Debtor in the Chapter 11 case.

First day motions filed by the Debtor include a request to use
funds claimed as cash collateral by BofA.


77 MCD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 77 McD L.L.C.
        dba Barossa At The Park
            Indigo At The Park
        c/o Kelly Singer
        Squire, Sanders & Dempsey (US) LLP
        One East Washington Street, #2700
        Phoenix, AZ 85004
        Tel: (602) 528-4000

Bankruptcy Case No.: 11-04239

Chapter 11 Petition Date: February 22, 2011

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

Judge: Charles G. Case, II

Debtor's Counsel: Kelly Singer, Esq.
                  SQUIRE, SANDERS & DEMPSEY (US) LLP
                  1 E. Washington Street, #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4099
                  Fax: (602) 253-8129
                  E-mail: ksinger@ssd.com

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

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

The petition was signed by Brian Kearney, COO of GDG Enterprises
L.L.C., manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Maricopa County Tax Assessor       Accrued Property       $149,471
301 W. Jefferson Street            Taxes
Phoenix, AZ 85003

Gray Services, LLC                 Accrued Employee        $14,393
4040 E. Camelback Road, #275       Vacation
Phoenix, AZ 85018

City of Phoenix                    Sales Tax               $11,246
P.O. Box 29690
Phoenix, AZ 85038

Valley Protective Services         Security                 $4,111

Steptoe & Johnson LLP              Legal Services           $2,622

Consumer Source, Inc.              Internet Advertising     $2,338

For Rent Magazine                  Advertising              $2,152

Arizona Partsmaster, Inc.          Maintenance Supplies     $2,138

Law Office of Scott Clark          Legal Services           $2,020

LevelOne                           Leads to Lease           $2,018

Details Landscape Maint, Inc.      Landscape Maintenance    $2,000

Safeguard Security                 Security Monitoring      $1,375

Arizona Carpet Care                Carpet Cleaning          $1,013

My New Place.com                   Advertising                $790

On-Site Manager, Inc.              Residential Services       $783

Vetta-Zelo                         Marketing                  $761

Burns Pest Elimination Inc         Pest Control               $758

Career Strategies, Inc.            Temporary Labor            $745

Acquisition Process Serving        Process Server             $717

Sherwin-Williams                   Paint                      $593


AEOLUS PHARMACEUTICALS: Awarded $118 Million Contract from BARDA
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., announced that the Biomedical
Advanced Research and Development Authority, part of the
Department of Health and Human Services, has awarded Aeolus a
contract for the advanced development of AEOL 10150 as a medical
countermeasure (MCM) against the pulmonary sub-syndrome of acute
radiation syndrome (ARS).

Under terms of this cost plus, fixed fee development contract,
Aeolus will receive $10.4 million in the first year base period of
performance and up to an additional $107.5 million in options, if
exercised by BARDA, for a total contract value of up to $118
million.  In addition to fully covering the cost of development of
AEOL 10150 as an MCM for Lung ARS, the Company believes that the
contract with BARDA will substantially cover all of the costs
associated with the preclinical, chemistry, manufacturing, and
controls and toxicology necessary for the oncology indications,
plus a large safety study in humans.  A procurement of AEOL 10150
for the Strategic National Stockpile could occur after approval
from the U.S. Food and Drug Administration, if obtained, or sooner
under an Emergency Use Authorization.  Under the Company's
development plan, documents for submission of an EUA would be
prepared and submitted to the government in approximately 2 1/2
years.  The value of a procurement, if any, is not included in the
contract value announced herein.

"We are excited to have the support of BARDA for this important
program and look forward to a highly productive relationship to
develop an effective countermeasure to the pulmonary effects of
ARS," said John L. McManus, chief executive officer and president
of Aeolus Pharmaceuticals, Inc.  "This contract will allow us to
accelerate the development of 10150 as a medical countermeasure,
and it will also, importantly, allow us to expand its development
for use in oncology indications, where it would be used in
combination with radiation therapy.  We believe that the dual-use,
broad-spectrum characteristics of AEOL 10150 make it a very unique
and exciting compound with excellent potential."

AEOL 10150 is currently also being studied by the National
Institutes of Health's National Institute of Allergy and
Infectious Diseases Radiation/Nuclear Medical Countermeasures
development program as a countermeasure for radiation exposure to
the gastrointestinal tract and by NIH CounterACT as countermeasure
against chlorine gas and sulfur mustard gas exposure.

Aeolus is pleased to partner with HHS-BARDA, the University of
Maryland, Duke University, Johnson Matthey Pharma Services, Albany
Molecular Research and Symbion Research International in this
comprehensive development program.  Development of AEOL 10150 to
submission of a New Drug Application in the indication of the
pulmonary sub-syndrome of ARS is expected to take approximately
five years.

The Company plans to initiate a Phase I study of AEOL 10150 in
oncology in the 1st half of 2011.

               About Acute Radiation Syndromes (ARS)

Immediately after exposure, the most critical components of acute
radiation syndrome are the hematopoietic (bone marrow) and early-
onset gastrointestinal (GI) syndromes because symptoms begin very
quickly and can be lethal.  However, depending on the level and
location of radiation exposure, much of the lethality of both
hematopoietic and early-onset gastrointestinal syndromes are
potentially avoidable with proper treatment, including supportive
care (fluids and antibiotics) and Neupogen, leaving complications
to later responding tissues subsequently becoming a major problem.

In situations of accidental exposure, it was initially assumed
that a whole-body dose exceeding 10 Gy was inevitably fatal.
However, experience with nuclear accident victims suggests that
when patients survive gastrointestinal and bone marrow syndromes,
respiratory failure become the major cause of death.  This effect
is known as a delayed effect of acute radiation exposure (DEARE).

                  About Cancer Radiation Therapy

According to the American Cancer Society, cancer is the second
leading cause of death by disease representing one out of every
four deaths in the United States.  According to the Radiological
Society of North America, about 50 to 60 percent of cancer
patients are treated with radiation at some time during their
disease.  The NIH estimates overall costs of cancer in 2008 in the
United States at $228.1 billion: $93.2 billion for direct medical
costs, $18.8 billion for indirect morbidity costs (costs of lost
productivity due to illness) and $116.1 billion for indirect
mortality costs (cost of lost productivity due to premature
death).

                           About BARDA

The Biomedical Advanced Research and Development Authority
(BARDA), within the Office of the Assistant Secretary for
Preparedness and Response in the U.S. Department of Health and
Human Services, provides an integrated, systematic approach to the
development and purchase of the necessary vaccines, drugs,
therapies, and diagnostic tools for public health medical
emergencies.  BARDA was established to provide funding and
coordination to address challenges in medical countermeasure
development.  BARDA was created to increase funding for advanced
research and development and to better coordinate the U.S.
government's medical countermeasure development and acquisition
process.  BARDA manages Project BioShield, which includes the
procurement and advanced development of medical countermeasures
for chemical, biological, radiological, and nuclear agents, as
well as the advanced development and procurement of medical
countermeasures for pandemic influenza and other emerging
infectious diseases that fall outside the scope of Project
BioShield.

                          About AEOL 10150

AEOL 10150 is a broad-spectrum catalytic antioxidant specifically
designed to neutralize reactive oxygen and nitrogen species.  The
neutralization of these species reduces oxidative stress,
inflammation, and subsequent tissue damage-signaling cascades
resulting from radiation exposure.  The Company believes that AEOL
10150 could have a profound beneficial impact on people who have
been exposed, or are about to be exposed, to high-doses of
radiation in the treatment of oncology.

AEOL 10150 has already performed well in animal safety studies,
was well-tolerated in two human clinical trials, and has
demonstrated statistically significant survival efficacy in an
acute radiation-induced lung injury model.  AEOL 10150 is also
currently in development for use as both a therapeutic and
prophylactic drug in cancer patients.

                       Aeolus Pharmaceuticals

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

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

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


ALCOA INC: Fitch Affirms Rating, Changes Outlook to Stable
----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Alcoa Inc.  The Rating
Outlook has been revised to Stable from Negative.

The ratings reflect Fitch's view that earnings and cash flow
generation should continue to improve with economic recovery
which, together with continued capital discipline, cost control
and focus on liquidity, should result in financial leverage
declining to below 3 times by the end of 2011.  Fitch expects
continued weakness in the construction markets to constrain the
rebound over the next 12-18 months.  Alcoa's guidance is that it
will be free cash flow positive in 2011 after capital expenditures
of $1.5 billion and $400 million on the Ma'aden joint venture.

Alcoa generated operating EBITDA (before restructuring charges)
of $2.7 billion in 2010 and free cash flow (after shareholder
dividends and distributions to minority interests) of $865 million
and repaid debt in the aggregate amount of $675 million.  As of
Dec. 31, 2010, cash on hand was $1.5 billion, total debt was
$9.2 billion, and the $3.25 billion revolver maturing Oct. 2,
2012, was fully available.  The revolver has a covenant that
limits Consolidated Indebtedness to 150% of Consolidated Net
Worth.

During 2010, Alcoa refinanced $583 million of 6.50% notes due
2011; $195 million of 6.00% notes due 2012; and $47 million of
5.375% notes due 2013, reducing near-term scheduled debt
maturities to: $323 million in 2011; $490 million in 2012;
$1,464 million in 2013, and $775 million in 2014.  Of the
aggregate maturity in 2014, $575 million represents the
convertible notes due March 15, 2014; the initial conversion
rate was equivalent to a conversion price of approximately
$6.43/share.

In each of January 2010 and January 2011, Alcoa contributed common
stock valued at $600 million to a master trust that holds the
assets of certain defined benefit pension plans.  At Dec. 31,
2010, pension plans were underfunded by $2.9 billion.

The Stable Outlook reflects Fitch's view that operating EBITDA
will be greater than $3 billion in 2011, free cash flow will be
positive, and cash on hand and free cash flow will be sufficient
to repay current debt maturities over the next 24 months.  The
ratings would be on review with negative implications should
liquidity deteriorate, earnings be worse than expected or total
debt fail to decline.  Better-than-anticipated earnings and debt
repayment could result in a review of the Outlook with positive
implications.

Fitch has affirmed these ratings, with a Stable Outlook:

  -- Issuer Default Rating at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- $3.25 billion revolving credit facility at 'BBB-';
  -- Preferred stock at 'BB'.
  -- Short-term IDR at 'F3';
  -- Commercial paper at 'F3'.


ALERIS INT'L: AAC Unit Can Collect $1.059MM From Behr
-----------------------------------------------------
Chief District Judge Gerald E. Rosen granted partial summary
judgment in favor of Aleris Aluminum Canada and against Behr
America, Inc., in the amount of $1,059,357, plus pre-judgment
interest at a rate of 5% per annum from the dates that the
invoices should have been paid by Behr until paid or until final
judgment is entered.

Behr does not dispute that it owes Aleris $2,589,955.  It argues,
however, that summary judgment should not be granted in favor of
Aleris for that amount because it has asserted an "affirmative
defense" of set-off for breach of contract damages.

The case is RSM Richter, Inc., as trustee for Aleris Aluminum
Canada, L.P., v. Behr America, Inc., No. 09-CV-10734 (E.D. Mich.).
The lawsuit arises out of Behr's failure to pay AAC for aluminum
it retrieved from the Ohio, South Carolina and Mexico warehouses
between Jan. 25 and Dec. 2, 2008, i.e., before and after the July
2008 work stoppage at AAC's Cap de la Madeleine plant.  AAC claims
that during this time period, Behr retrieved $1,593,547 worth of
aluminum product from the consignment warehouse in Saltillo,
Mexico and $1,091,788 worth of product from the Ohio and South
Carolina warehouses, but has failed to pay for any of the product.

Behr's only reason for not paying AAC is its assertion of a set-
off claim for alleged damages amounting to $1,530,598 it claims to
have incurred as a result of Aleris's closing of its Cap de la
Madeleine plant.

A copy of the District Court's Feb. 18, 2011 opinion and order is
available at http://is.gd/BtpE7hfrom Leagle.com.

                     About Aleris International

Beachwood, Ohio-based Aleris International, Inc., is a global
manufacturer of aluminum products, serving primarily the
aerospace, building and construction, containers and packaging,
metal distribution, and transportation industries.  Through its 42
production facilities located across North America, Europe, and
China, the company specializes in the manufacture and sale of
aluminum rolled and extruded products; aluminum recycling; and
specification alloy manufacturing.  Its operations are split into
three reporting segments: Rolled Products North America (30% of
fiscal 2009 revenues), Recycling and Specification Alloys Americas
(19%), and Europe (51%).  During the 12 months ended Sept. 30,
2010, Aleris generated approximately $3.9 billion of revenues.

Aleris and various affiliates filed for bankruptcy (Bankr. D. Del.
Lead Case No. 09-10478) on Feb. 12, 2009.  The Hon. Brendan
Linehan Shannon presided over the cases.  Stephen Karotkin, Esq.,
and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New
York, served as lead counsel for the Debtors.  L. Katherine Good,
Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, served as local counsel.  Moelis &
Company LLC, acted as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

Judge Shannon confirmed Aleris' First Amended Plan of
Reorganization on May 13, 2010.  Aleris emerged from Chapter 11
protection on June 1, 2010.


ALEXA PROFESSIONAL: Files for Bankruptcy Protection
---------------------------------------------------
Steve Green at the Las Vegas Sun reports that that Alexa
Professional Plaza LLC has filed for bankruptcy to reorganize.
The Company's real estate at 865-880 N. Eastern Ave., at
Washington Avenue, is valued at $800,000, but the Company's
liabilities to an entity called Multibank 2009-1 CML-ADC Venture
amount to $1.725 million, the filing said.

Based in Las Vegas, Nevada, Alexa Professional Plaza LLC filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
12182) on Feb. 16, 2011.  Judge Linda B. Riegle presides over the
case.  Matthew Q. Callister, Esq., represents the Debtor.

The case summary for Alexa Professional is found in the Feb. 21,
2011 edition of the Troubled Company Reporter.


ALLIANT TECHSYSTEMS: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Alliant Techsystems' ratings:

  -- Issuer Default Rating at 'BB';
  -- Senior secured term loan at 'BBB-';
  -- Senior secured revolver at 'BBB-';
  -- Convertible senior subordinated notes at 'BB-';
  -- Senior subordinated notes at 'BB-'.

The Rating Outlook has been revised to Positive from Stable.  The
ratings cover approximately $1.6 billion of debt outstanding at
Jan. 2, 2011.

The outlook revision reflects ATK's strong credit metrics for the
ratings level, solid liquidity, and the potential for debt
reduction in fiscal year 2012.  The company's conservative
financial strategy over the past year also supports the outlook
revision, and Fitch believes the risk of large acquisitions is
lower than the risk previously incorporated into the ratings.
ATK's $300 million 2.75% senior subordinated convertible
securities mature in September 2011, and Fitch expects that ATK
could retire these securities without issuing additional debt.
Fitch's concerns about the cancellation of NASA's Constellation
program have lessened as indications are that NASA's new plans
will likely leverage technology developed by ATK for previous
programs.

In addition to the factors driving the outlook revision, ATK's
ratings continue to be supported by high levels of spending for
ammunition and recent growth in the higher margin commercial
ammunition segment; ATK's role as a sole source provider for many
of its products to the U.S. Government; the company's margins; and
potential revenue growth in the intermediate term from programs
such as the F-35 Joint Strike Fighter and the Airbus A350,
although both of these programs face some near-term challenges.
In the fiscal third quarter, ATK recorded a charge related to the
A350 program which contributed to a reduction of Aerospace Systems
operating margins to 7.4% from 11.8% in the prior-year quarter;
the charge was based on revised profit expectations due to program
changes and cost growth.  Similarly, the scope and the timing of
the Joint Strike Fighter program are being redefined by congress
and the Department of Defense.

Fitch's rating concerns include U.S. budgetary pressures and their
potential impact on DoD and NASA funding; the uncertainty
surrounding NASA's plans regarding both cargo and manned flights;
and growing competition in the space sector.  Other concerns
include a lack of diversity compared to other large and medium
sized defense contractors; pension plan funding; and commodities
exposure.

Fitch could consider revising the outlook to Stable if lower DoD
spending levels and changes in NASA's space exploration programs
impact ATK more severely than currently anticipated or if there
are material negative developments in key programs.  However, the
strength of ATK's credit profile should allow the company to
withstand adverse changes while retaining the current ratings.
Positive rating actions may be warranted if ATK decreases its
leverage; deploys cash within the bounds of free cash flow; and
secures a clearly defined role in NASA's space exploration
projects.

Fitch expects ATK to continuing maintaining solid liquidity in
FY2012.  At the end of the third quarter of FY2011, which ended
Jan. 2, 2011, ATK had $898 million of liquidity which consisted of
$468 million of cash on hand and $431 million available on the
$600 million secured revolver.  Fitch projects that ATK will have
sufficient FCF in FY2012 to make modest acquisitions or repurchase
shares, though the company has not repurchased any shares in the
past seven quarters.  In FY2011, ATK engaged in a major debt
restructuring by replacing its maturing senior secured credit
facilities ($257.8 million term loan and $400 million revolving
facility) with new senior secured credit facilities ($400 million
term loan and $600 million revolving facility).  In addition, ATK
refinanced the $280 million 2.75% convertible senior subordinated
notes due 2024 by issuing $350 million senior subordinated notes
due 2020.  As a result, after the $300 million of convertible
securities maturing in September, ATK will not have a significant
maturity until FY2016.

Historically, the company has had a solid track record of cash
flow generation when adjusted for discretionary pension
contributions (as was done in FY2007 and in FY2010).  In FY2011,
the company expects to generate from $275 million to $300 million
of FCF which Fitch believes is achievable given the company's
typically strong fourth quarter cash generation.  The company
generated $50 million of FCF in FY2010 including the impact of a
$300 million pension contribution and increased working capital
cash outflow required to grow sales in commercial products.  Fitch
expects FY2012 FCF will be approximately 4%-5% of sales, which
would be lower than in FY2011 because of pension contributions,
dividends and higher taxes, which were helped in 2011 by an IRS
resolution.

At the end of March 31, 2010, ATK's pension plan was underfunded
by $627 million, or 76% funded.  The funding position deteriorated
despite the $300 million contribution due to a decrease in the
discount rate from 8.15% in FY2009 to 5.90% in FY2010.  Depending
on FCF levels and other cash deployment options Fitch expects
discretionary pension contributions could be a high priority use
of cash for the next several years.

The company received 69% of its revenues from the U.S. Government
in FY2010, with the U.S. Army accounting for 28% of the total
sales (with 13% of the total sales coming from one contract for
ammunition).  Sales to foreign customers accounted for 13% of
FY2010 revenues while commercial sales tallied the remaining 18%.
The fiscal 2012 DoD budget request released on Feb. 14, 2011, was
consistent with the outline announced in early January, although
the modernization request for weapons programs was modestly lower
than Fitch's expectations.  Overall spending remains very high,
supporting ATK's credit quality and Fitch's defense sector
outlook.  Before considering the fiscal 2012 request, Congress
must address the DoD's fiscal 2011 budget, which has still not
passed as the middle of the fiscal year approaches.  Fitch does
not believe the delay in the fiscal 2011 budget has affected the
defense industry's credit profile, and Fitch's ratings incorporate
expectations for fiscal 2011 spending that is higher than the
current continuing budget resolution that is funding the DoD's
operations.  Beyond fiscal 2012, the new budget request shows
steady growth, but Fitch believes cuts are a risk given the U.S.'s
deficit situation.

Leverage (gross debt to EBITDA) for the latest 12 months ending
Jan. 2, 2011, increased to 2.5 times compared to 2.1x at the end
of FY2010 and 2.5x at the end of FY2009.  Fitch considers these
metrics to be strong for the 'BB' rating.  Leverage could reach
the 2.0x vicinity should the company elect not to refinance the
$300 million maturity in September.  Fitch expects EBITDA to rise
modestly in FY2012, which will also reduce the company's leverage.


AMERCO REAL ESTATE: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its ratings,
including the corporate credit rating, on Reno, Nevada-based
AMERCO Real Estate Company to 'BB+' from 'BB'.  The outlook is
stable.

"During the past several quarters, revenues in the moving and
storage segment have improved, given increasing demand and
stronger pricing," said Standard & Poor's credit analyst Anita
Ogbara.  For the nine months ended Dec. 31, 2010, AMERCO reported
moving and storage segment revenues and earnings from operations
of $1.6 billion and $332 million, respectively, up 9% and 87%.
AMERCO's operating expenses (as a percentage of revenues) declined
as a result of improving operating efficiency.  Operating expenses
were 44% of total revenues versus 50% during the same period in
2009.  S&P expects similar financial performance for the duration
of 2011 and 2012 as demand and pricing trends remain positive.
Given rising demand, S&P expects the company to increase its net
capital investment in the fleet to about $280 million in fiscals
2011 and 2012 from $117 million in 2010.  Still, S&P expects
adjusted debt levels to remain relatively constant, at
$2.1 billion versus $2.3 billion the previous year.

AMERCO's credit ratios are within S&P's expectations for the
rating.  At Dec. 31, 2010, EBITDA interest coverage was 4.8x,
FFO to total debt was 24%, and debt to capital was 68%.

AMERCO participates in a competitive and capital-intensive
industry.  The company's position as the largest consumer truck
rental company in North America and its major position in self-
storage facilities partially offset these factors.  Given strong
cost controls, improving operating efficiency, and positive
pricing trends, S&P expects AMERCO to maintain satisfactory
operating profitability and maintain funds from operations to debt
in the mid-20% area and total debt to capital in the upper-60%
area.  S&P characterizes the company's business risk profile as
satisfactory, financial risk profile as significant, and liquidity
as adequate.

AMERCO is a holding company for three operations.  Its primary
operating subsidiary is U-Haul International Inc., which accounts
for more than 90% of consolidated revenues and operating profit.
Other operating entities are two insurance companies, Republic
Western Insurance Co. (property and casualty), and Oxford Life
Insurance Co.

The outlook is stable.  Given the recovering economy, improving
demand, and effective cost controls, S&P expects AMERCO's earnings
and cash flow to continue improving during the next several
quarters.  S&P could raise the ratings if earnings and credit
measures continue to strengthen, resulting in FFO to total debt in
the mid-30% area and debt to total capital consistently below 60%.
Alternatively, S&P could lower the ratings if earnings deteriorate
and credit measures weaken, resulting in FFO to total debt below
20% and debt to capital consistently above 70%.


AMARU INC: Restates 2009 Financial Statements
---------------------------------------------
Amaru, Inc., filed on February 16, 2010, Amendment No. 4 to its
Form 10-K for the fiscal year ended Dec. 31, 2009.

On May 28, 2010, the Company announced that its previously issued
financial statements for the year ended Dec. 31, 2009, included in
the Company's Form 10-K, should no longer be relied upon.
Management began a review of its reporting policies with respect
to its film library and concluded that its film library should
have been impaired at Dec. 31, 2009, based upon a lack of
historical revenue from which to calculate a fair value in
accordance with ASC 926, "Entertainment - Films."

This form 10-K/A includes the changes and restatement of the
Dec. 31, 2009, year ended financial statements.

The Company reported a net loss of $33.7 million on $22,016 of
revenue for 2009, compared with a net loss of $17.2 million on
$203,066 for 2008.

The Company's balance sheet at Dec. 31, 2009, showed
$4.2 million in total assets, $3.4 million in total liabilities,
and stockholders' equity of $835,348.

Mendoza Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about Amaru, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's accumulated losses
from operations at December 31, 2009, and lack of significant
revenue.

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

               http://researcharchives.com/t/s?73c0

                       About Amaru Inc.

Singapore-based Amaru Inc. provides entertainment-on-demand and e-
commerce channels on Broadband, and 3G devices.  The Company
delivers both wire and wireless solutions, streaming via
computers, TV sets, PDAs and 3G hand phones.  The Company launches
e-commerce channels (portals) that provide on-line shopping but
with a difference, merging two leisure activities of shopping and
entertainment.


AMERICAN RICE: District Court Affirms Ruling Against Sandburg
-------------------------------------------------------------
District Judge Janis Graham Jack affirmed a 2010 bankruptcy court
decision finding that Sandburg Financial Corporation's post-
confirmation complaint violated the discharge injunction and
confirmation order in the bankruptcy case of American Rice Inc.
Sandburg seeks to collect $19 million from American Rice, which it
claims to be due based upon agreements made over the course of
several years, both before and after American Rice filed for
Chapter 11 bankruptcy.

The case before the District Court is In re: Sanburg Financial
Corp., Civil Action No. C-10-280 (S.D. Tex.).  A copy of Judge
Jack's Feb. 11, 2011 order is available at http://is.gd/19Vyz2
from Leagle.com.

American Rice filed for Chapter 11 bankruptcy on Aug. 11, 1998 in
the U.S. Bankruptcy Court for the Southern District of Texas,
disclosing $180 million in liabilities and $200 million in assets.
The Bankruptcy Court confirmed American Rice's Second Amended Plan
of Reorganization on July 7, 1999.  The Plan became effective on
Oct. 1, 1999.  After Sandburg filed the Post Confirmation
Complaint, American Rice on Nov. 24, 2009, filed a motion to
reopen the Chapter 11 case and a separate request requiring
Sandburg to show cause as to why it should not be found in
contempt and sanctioned for violations of the discharge
injunction.  The Bankruptcy Court granted both motions on Nov. 24,
2009.


AMR CORP: Incurs $471 Million Net Loss in 2010
----------------------------------------------
AMR Corporation filed its annual report on Form 10-K with the U.S.
Securities and Exchange Commission disclosing a net loss of
$471 million on $22.17 billion of total operating revenue for the
year ended Dec. 31, 2010, compared with a net loss of $1.47
billion on $19.92 billion of total operating revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$25.09 billion in total assets, $29.03 billion in total
liabilities and a $3.94 billion stockholders' deficit.

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

                http://ResearchArchives.com/t/s?73c7

                       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.

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.


ANIMIKI RESOURCES: Canadian Court OKs Plan of Arrangement
---------------------------------------------------------
The management of Vantex Resources Ltd disclosed that the Superior
Court approves the plan of arrangement between the Corporation,
Animiki Resources inc. and Animiki Mining Corporation Ltd.

According to this plan of arrangement, Vantex will sell its Santa
Anna mining property, located in the La Reine township, 15
kilometres from La Sarre, to Animiki, a private corporation.  In
exchange, Animiki will issue to Vantex 3,750,000 common shares of
its authorized share capital at a price of $0.20 per share.  Also,
Animiki will pay a 1% net smelting return ("NSR") and the original
owners of the property also keep a 2 % NSR.

Animiki will also acquire a mining property from Mining
Corporation known as the Swanson property, located in the Fiedmont
township, 35 kilometres from Val-d'Or. This property is comprised
of 23 adjacent claims.  In exchange for this acquisition, Animiki
will issue to Mining Corporation 825,000 common shares of its
authorized share capital at a price of $0.20 per share.

Animiki, Vantex and Mining Corporation agreed on a plan of
arrangement where Vantex will distribute to its own shareholders
in the form of a dividend in property, 3,378,750 shares, or 90.1 %
of the received shares, while Mining Corporation will redistribute
also in the form of a dividend in property to its shareholders,
the entire 825,000 shares received.

The judgement of the Superior court, rendered on
Feb. 22, 2011, follows the proposition adopted by Vantex
shareholders at its Special meeting of shareholders that took
place on Dec. 23, 2010.  The proposition regarding the plan of
arrangement was approved by 70.2 % of the votes cast by
shareholders present or represented.

Animiki is a new corporation created under the Canada business
corporations act that will apply for the listing of its shares on
the TSX Venture Exchange.

Animiki Mining Corporation Ltd. offers mineral mining services.
The company is based in Canada.


APPLE RUSH: Court Dismisses Bankruptcy Case
-------------------------------------------
Apple Rush Co., Inc.'s bankruptcy has been dismissed by the United
States Bankruptcy Court Northern District of Illinois Eastern
Division.  Apple Rush Co., Inc. will resume trading on the OTC
Markets under the symbol APRU.

In 2011, Apple Rush is implementing several strategies to
strengthen the Company's market share in the industry.  The
Company plans on working towards the international launch of its
products as it continues to broaden its distribution channels
throughout the United States.  In addition, Apple Rush has plans
to continue building market awareness for the Company and its
products, attracting key employees and expanding its sales and
distribution network.

Apple Rush continues to make advancements in product development
as the new Blueberry and Black Cherry flavors were launched in the
3rd Quarter of 2010.  The new flavors are available in bottles in
all of the Company's market areas.  These organic products contain
real juice with no added preservatives or refined sugars.
Blueberries and Black Cherries are literally bursting with
nutrients and flavor, yet the calories are from organic juices
only. Recently, researchers at Tufts University analyzed 60 fruits
and vegetables for their antioxidant capability.  Blueberries came
out on top, rating highest in their capacity to destroy free
radicals.

                 About Apple Rush Co., Inc

Apple Rush Company, Inc. is a producer of Organic 100% Juice
Sparkling Beverages.  The company markets its products through an
extensive distribution network nearly 40 Distributors throughout
the U.S. and in foreign markets.  The Company's flagship product
line of Organic Apple Rush(TM) Sparkling Beverages currently has
four mainstream flavors in glass bottles.

Apple Rush filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
11-03326) on Jan. 28, 2011.  The Company filed pro se.


APPLESEED'S INTERMEDIATE: Ink Global Deal With Lenders & Creditors
------------------------------------------------------------------
Appleseed's Intermediate Holdings LLC and each of its domestic
subsidiaries, which do business in the United States as "Orchard
Brands", disclosed that it has entered into a global settlement
with each of its major creditor constituencies, paving the way for
an expedited emergence from chapter 11.

The Company filed with the U.S. Bankruptcy Court for the District
of Delaware a modified version of its Plan of Reorganization,
which incorporates the global settlement among the Company, over
80% of its first lien lenders and 100% of its second lien secured
lenders and the Official Committee of Unsecured Creditors
appointed in the chapter 11 case.  The settlement will allow the
Company to move forward with a reorganization that will eliminate
approximately $420 million of indebtedness and improve the
Company's operational flexibility.  The Company also received
final approval of its $140 million debtor- in-possession (DIP)
financing and $120 million in exit financing which will help
facilitate the consummation of the Plan.

Neale Attenborough, Orchard Brands' Chief Executive Officer said,
"Today's announcement is a major milestone in the restructuring
process.  The settlement, which, combined with the final approval
for our DIP financing, will enable us to swiftly facilitate the
consummation of the Plan.  We continue to work diligently with our
stakeholders and are making good progress on our reorganization,
which, when implemented, will eliminate approximately $420 million
of debt, improve the Company's operating flexibility and position
Orchard Brands for long-term success."

                 About Appleseed's Intermediate

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

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

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


APPLESEED'S INTERMEDIATE: Lease Decision Deadline Moved to Aug. 17
------------------------------------------------------------------
Appleseed's Intermediate Holdings LLC and its debtor-affiliates
sought and obtained an order extending their deadline to assume or
reject unexpired leases of non-residential real property through
and including the earlier of (a) the effective date of the plan
and (b) Aug. 17, 2011.

The Debtors said they are counterparties to approximately 80
Unexpired Leases.  The Unexpired Leases govern the Debtors'
use of fifty-five retails locations, four call centers, three
distributions centers and several corporate offices located
throughout the United States.

Through the use of these properties, the Debtors sell and deliver
products and goods to their customers.  The Debtors' decision
regarding whether to assume or reject any particular Unexpired
Lease depends on a number of different factors, including
assessing the remaining obligations under each Unexpired Lease and
determining whether the terms of the Unexpired Lease are
commensurate with the local market.

In connection with their "dual-track" process, the Debtors are
undertaking a comprehensive review of their Unexpired Leases.  To
ensure that the Debtors maintain flexibility with respect to the
Unexpired Leases as this process unfolds -- and at the same time
comply with the DIP Credit Agreement -- the Debtors seek an
extension of the May 19, 2011 deadline to assume or reject the
Unexpired Leases.

                  About Appleseed's Intermediate

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

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

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


APPLESEED'S INTERMEDIATE: Court Sets April 1, 2011 Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
April 1, 2011, at 4:00 p.m., as deadline for creditors of
Appleseed's Intermediate Holdings LLC dba Orchard Brands and its
debtor-affiliates to file proofs of claim.

Governmental units have July 18, 2011, at 4:00 p.m., to file
proofs of claim.

The Debtors said they expected thousands of potential holders of
claims in the Chapter 11 cases, and compliance with the
restructuring milestones requires that the Debtors begin the
claims reconciliation process as soon as possible.  In short, to
implement a streamlined restructuring -- pursuant to either the
Plan or the Sale -- and exit Chapter 11 as soon as possible,
resolution of claims is necessary.

All proofs of claim must be filed at:

   Appleseed's Intermediate Holdings LLC Claims Processing Center
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   EI Segundo, CA 90245

                  About Appleseed's Intermediate

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

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

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


APPLESEED'S INTERMEDIATE: 420 Out of Jobs with Call Center Move
---------------------------------------------------------------
Vanessa Botswick at Employment News reports that Orchard
Brands said it is transferring its Athens, Clarke County, Georgia-
based call center to Pennsylvania, a move that will result in the
termination of 420 jobs.  Company officials said the plan is part
of a restructuring strategy that included filing for Chapter 11
bankruptcy back in January.

According to the report, about 420 workers are housed at the
Athens center.  Company officials said some of them will be
offered transfer opportunities in Pennsylvania.  A Department of
Labor spokesperson said that as of Monday, Orchard Brands had not
notified the DOL of its intent to shutter the call center.

                  About Appleseed's Intermediate

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

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

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


ARVINMERITOR INC: Fitch Upgrades Issuer Default Rating to 'B'
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings of ArvinMeritor, Inc.:

  -- Issuer Default Rating to 'B' from 'B-';
  -- Secured credit facility rating to 'BB/RR1' from 'BB-/RR1';
  -- Senior unsecured rating to 'B-/RR5' from 'CC/RR6'.

ARM's ratings apply to a $539 million secured revolving credit
facility and $1.1 billion of unsecured notes.  The Rating Outlook
is Stable.

The upgrade of ARM's ratings is driven by Fitch's expectations of
a continued strengthening in the company's credit profile as end
market demand continues to grow and the company benefits from
higher margins following the divestiture of nearly all of its
Light Vehicle Systems business.  Demand in all three of the
company's core segments, Commercial Truck, Industrial and Asia
Pacific, and Aftermarket and Trailer, will be supported by the
strengthening global economy.  The company's defense-related
business will be down in the very near term, however, as the U.S.
military's Family of Medium Tactical Vehicles program changes
primary contractors.  Despite the generally improving business
conditions, free cash flow is likely to be weighed down in fiscal
2011 by increased capital spending and incentive compensation
payments, but the company's credit protection metrics are expected
to strengthen over the intermediate term as margins grow and debt
levels modestly decline.

ARM closed on the sale of its Body Systems business to a unit of
Inteva Products, LLC in January of this year.  With the sale,
almost all of the company's LVS business has been divested, with
only two relatively small European operations left.  (The company
is in the process of evaluating alternatives for those two
remaining LVS operations.) The LVS business has weighed on ARM's
profitability in the past, and Fitch expects margins generally to
be higher now that the company is firmly focused on its commercial
truck and industrial end markets.  Although Fitch generally views
the LVS divestiture as a positive for ARM's credit profile, the
commercial truck and industrial markets are very competitive and
highly cyclical, as evidenced by the 65% decline in North American
commercial truck production that was seen between 2006 and 2009.
Western European commercial truck production declined 64% between
2008 and 2009.  As such, going forward, there is likely to be a
higher level of volatility in ARM's operating profile through the
cycle, which will place an even greater importance on maintaining
sufficient liquidity to provide financial flexibility in a
downturn.

ARM ended the first quarter of fiscal 2011 with $853 million of
total liquidity, including $276 million of cash and cash
equivalents and $526 million of availability on its $539 million
secured revolving credit facility.  Liquidity also included $51
million of availability on the company's $125 million receivables
securitization facility, which had no drawn amounts but was
limited by the amount of eligible receivables backing it.  In June
of this year, $143 million of the revolver availability will
expire, but even after that occurs, ARM's liquidity position is
expected to remain sufficient for the company's operational needs.
In December 2010, ARM established a $30 million letter of credit
facility that will allow the company to free up revolver capacity
that is currently utilized to back LOCs.  As of Dec. 31, 2010, the
company had used $13 million of revolver capacity to back LOCs.
ARM has no debt maturing in the 2011 calendar year.

Free cash flow (defined as net cash from operations less
capital expenditures) in the 12 months ended Dec. 31, 2010, was
$82 million, although looking ahead, free cash flow in fiscal
2011 will be pressured by increased capital spending to support
higher business levels, new products and growth in the company's
manufacturing footprint.  ARM has estimated that capital spending
in 2011 will run in the $75 million to $90 million range, versus
actual capital spending of $56 million in fiscal 2010, which,
combined with the working capital effects of higher business
levels, could result in negative free cash flow in fiscal 2011.
In the intermediate term, however, operating leverage on higher
production volumes, along with increased cost savings, is
projected to drive increasing levels of annual free cash flow in
the years following fiscal 2011.

As of Dec. 31, 2010, ARM's debt stood at $1 billion, down from
$1.2 billion at Sept. 30, 2009 (fiscal year-end 2009), and credit
protection metrics were improved.  Fitch's calculation of leverage
(debt/EBITDA) was 5.7 times at the end of the most-recent quarter,
down from a very high 11.2x at fiscal year-end 2009 when the
recession had eroded ARM's EBITDA significantly.  EBITDA interest
coverage also improved over the past five quarters, rising to 1.8x
at Dec. 31, 2010, from 1.3x Sept. 30, 2009.  Fitch expects both
leverage and coverage to continue to improve through fiscal 2011,
with Fitch's calculation of leverage projected to fall below 4.5x
and coverage forecasted to rise above 2.5x by Sept. 30, 2011.  The
near-term improvement in the company's metrics will be driven
primarily by higher EBITDA, however, as the company has no debt
maturities over next 12 months.  While metrics are improving,
ARM's, EBITDA margins, as calculated by Fitch, will remain
relatively low through fiscal 2011.  In fiscal 2010, the Fitch-
calculated EBITDA margin, which excludes equity in earnings of
affiliates, was 5.4%.

The substantial underfunded position of ARM's defined benefit
pension plans remains a risk.  As of Sept. 30, 2010, ARM's
DB pension plans were 69% funded on a global basis, with the
U.S. plans only 64% funded with an underfunded position of
$436 million.  The company plans to contribute $54 million to
its global DB plans in fiscal 2011, but Fitch estimates that
required contributions are likely to rise in future years
absent a substantial increase in long-term interest rates.
Fitch calculates that, on average, the company would need to
contribute about $60 million to $65 million per year to fully
fund its U.S. plans in six years.

Rising raw materials costs also are a risk.  Although these
costs generally are passed through to ARM's original equipment
manufacturing customers, they nonetheless have the potential to
crimp margins because there is a lag between the time when input
costs rise and when the company can pass along those increased
costs.  ARM is most exposed to changes in the price of steel, and
management noted on the company's fiscal first quarter earnings
call that there usually is a lag of six to 12 months between the
time steel prices change and when those costs can be passed on to
customers.  As a result of that lag period, the company's margins
and free cash flow could be pressured during periods of rising
material costs as is now occurring.  Also, on the aftermarket side
of the business, customer pricing tends to be more market-based,
without explicit pass-through mechanisms.  As a result, rising raw
material prices may be more difficult to offset on aftermarket
sales.

The recovery rating of 'BB/RR1' on ARM'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 recovery 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 recovery rating
on the unsecured notes incorporates the June 2011 maturity of
$143 million of the company's secured revolving credit facility.
The recovery ratings reflect the value of ARM's consolidated
operations and the company's joint venture holdings.

ARM's ratings could be upgraded or the Rating Outlook revised to
Positive if increased revenue and better cost efficiencies lead to
higher levels of free cash flow on a more sustainable basis.  A
decline in leverage also will be considered, although, without a
reduction in debt, movements in leverage will be dictated
primarily by cash flow changes in the near term.  On the other
hand, ARM's ratings could be downgraded or the Rating Outlook
revised to Negative if market conditions deteriorate once again,
such that free cash flow turns significantly negative and leverage
rises meaningfully.  A material decline in liquidity also could
result in a negative rating action.


AXCAN INTERMEDIATE: Moody's Corrects Ratings on Press Release
-------------------------------------------------------------
Moody's Investors Service has revised a previous press release on
Axcan Intermediate Holdings Inc., changing "B1 (LGD3, 39%)" for
"Ba3 (LGD3, 39%)" for senior secured term loan and senior secured
revolving credit facility in list of ratings affirmed with LGD
point estimate revisions.  It also changed "$225 million" for
"$225" in debt amount of senior secured note rating being
withdrawn.  Revised release:

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

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

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

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

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

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

                        Ratings Rationale

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

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

Ratings affirmed (some with LGD point estimate revisions)

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

Ratings affirmed with LGD point estimate revisions:

  -- Senior secured term loan at B1 (LGD3, 39%) from B1 (LGD3,
     38%), upsized to $750 million

  -- Senior secured revolving credit agreement of $115 million due
     2016 at B1 (LGD3, 39%) from B1 (LGD3, 38%)

Rating lowered:

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

Ratings withdrawn:

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


BANKATLANTIC BANCORP: Greek Investments No Longer Owns Shares
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Greek Investments, Inc., and its affiliates disclosed
that they no longer own any shares of common stock of BankAtlantic
Bancorp, Inc.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $145.51 million on $176.31
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $185.82 million on $223.59 million of
total interest income during the prior year.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.


BEAZER HOMES: Paulson & Co. Discloses 7.66% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Paulson & Co. Inc. disclosed that it beneficially owns
5,800,000 shares of common stock of Beazer Homes USA, Inc.
representing 7.66% of the shares outstanding.  At Jan. 31, 2011,
there were 76,372,805 shares of common stock outstanding.

                        About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BERNARD L MADOFF: Trustee Sues SEC General Counsel Becker
---------------------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reports
that Irving H. Picard, the trustee for Bernard L. Madoff's
investment firm, filed a "clawback" lawsuit against David M.
Becker, the general counsel of the Securities and Exchange
Commission, in his capacity as executor of his mother's estate,
which Mr. Picard said earned more $1.54 million in "fictitious
profits" from the Madoff fraud.  Mr. Becker's mother died in 2004,
and he and his brother served as co-executors of the estate.

The DealBook relates an SEC spokesman said that Mr. Becker "was
not involved in his parents' financial affairs, and has no
recollections of his parents' investment with Madoff prior to his
mother's death and the subsequent liquidation of the account."

According to the DealBook, the complaint, which was filed in
December but wasn't served until this month, was one of hundreds
of lawsuits filed by Mr. Picard to recover money investors who he
said were "net winners," meaning they withdrew more money from
their Madoff accounts than they deposited.  The DealBook says the
trustee does not allege that Mr. Becker had knowledge of the
Madoff fraud.

The DealBook further notes that Mr. Becker was not at the SEC when
he was unwinding his mothers financial affairs in 2004, nor was he
at the agency when the Madoff fraud was revealed in December 2008.
The report relates Mr. Becker has had two stints at the SEC., his
first from 1998 to 2002.  After working as a partner at Cleary
Gottlieb Steen & Hamilton, he rejoined the agency in 2009 as its
general counsel.

The DealBook relates that, according to two people with direct
knowledge of the situation, when Mr. Becker returned to the
agency, he informed the agency of his connection to the Madoff
fraud.  Mr. Becker is leaving the commission at the end of this
month to return to the private sector.

                      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: Canadian Unit Says It's Business as Usual
----------------------------------------------------------
Blockbuster Canada Co. commented to the announcement by its U.S.
parent, Dallas-based Blockbuster Inc. that it has initiated a
process to sell Blockbuster Inc.

Barry Guest, Vice President and General Manager of Blockbuster
Canada, said, "It will be business as usual in Canada throughout
this sale process.  Our doors will be open, our stores fully
staffed and our shelves stocked.  Canadians can continue to count
on Blockbuster Canada for the best selection in movies and games
as well as our great customer service at over 400 convenient
locations nationwide."

"We are monitoring Blockbuster Inc.'s sale closely and expect that
on completion of that process, Blockbuster Canada will move
forward under new ownership that has a clear and focused vision
for our future," said Mr. Guest.

If approved by a U.S. Court, the sale process for Blockbuster Inc.
would be an auction under which interested parties would submit
binding offers within approximately 30 days of the Court's
approval to acquire Blockbuster Inc. and its subsidiaries,
including Blockbuster Canada.  Blockbuster Inc. believes this
represents the best means of maximizing value for its
stakeholders.

                   About Blockbuster Canada

Blockbuster Canada is an indirect subsidiary of Blockbuster Inc.,
with 419 stores across Canada.  Blockbuster Inc. is a leading
global provider of in-home movie and game entertainment, with
stores throughout the Americas, Europe, Asia and Australia.
Blockbuster Canada may be accessed nationally at
http://www.blockbuster.ca/ Blockbuster Inc. may be accessed
worldwide at http://www.blockbuster.com

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Not Paying Obligations, Fox Says
-------------------------------------------------
Twentieth Century Fox Home Entertainment LLC asks Judge Burton
Lifland for adequate protection of its personal property that is
subject to an unexpired lease.  Fox is among the largest unsecured
creditors in the Debtors' bankruptcy cases.

Martin G. Bunin, Esq., at Alston & Bird LLP, in New York --
marty.bunin@alston.com -- elaborates that the request is brought
by Fox to obtain adequate protection for "the steeply declining
value of DVDs of Fox's movie titles leased to Blockbuster, Inc."
The DVDs of the movie titles are leased to Blockbuster under the
parties' Revenue Sharing Agreement dated as of Aug. 28, 2005.

Pursuant to the RSA, Fox leases DVDs of Fox titles to Blockbuster,
which in turn rents those leased DVDs to consumers and sells some
of the used ones as authorized.  Fox and Blockbuster share the
revenue generated by consumer rentals and sales during each
title's lease period.  Because of the nature of the industry and
the rental properties at issue, Fox's property becomes
significantly less valuable over the duration of each title's
lease period, Mr. Bunin tells the Court.

Previously, the Court authorized the Debtors to pay certain
prepetition claims of movie studios and game providers and gave
administrative expense priority status for all undisputed
obligations arising postpetition pursuant to Section 503(b) of the
Bankruptcy Code.  In addition, materials, goods and services
ordered postpetition are allowed administrative expenses as
actual, necessary costs and expenses of preserving the Debtors'
estates.

Until late January 2011, pursuant to the RSA and the Studios
Payment Order, Fox and Blockbuster continued their business
relationship unchanged, with Fox leasing DVDs to Blockbuster, and
Blockbuster renting those DVDs to consumers and paying to Fox the
share of revenue to which Fox is entitled, Mr. Bunin informs the
Court.  In late January 2011, however, Blockbuster informed Fox
that, as purportedly instructed by its DIP lenders, Blockbuster
would not be turning over almost $24 million in revenue due or
coming due to Fox pursuant to the RSA.

All of the amounts due to Fox are administrative claims, and
Blockbuster has stated that it intends to stay "payment neutral"
on future obligations, but the representation is illusory, at
best, because Blockbuster is constrained in its freedom to use
cash collateral, Mr. Bunin argues.

While Blockbuster has made certain payments to Fox over the past
few weeks, Blockbuster is not paying all of its past and current
obligations and there is no assurance that Blockbuster will pay
the revenue due to Fox for the leased DVDs that Blockbuster
continues to rent to customers under the parties' lease agreement,
Mr. Bunin contends.  He points out that the leased DVD titles will
generate more than $7 million over the next several months.

Fox, therefore, asks the court to issue an order granting adequate
protection of its property, including a requirement that
Blockbuster sequester amounts generated by the rental and sales of
Fox's leased DVDs in order to pay Fox its share of the revenue.

In another request, Fox seeks the Court's permission to file under
seal the affidavits of Dan Mackechnie and Don Jeffries, the
Revenue Sharing Agreement between Fox and Blockbuster, and other
confidential exhibits supporting its request for protection.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Proposes Monarch Group-Led Auction for All Assets
------------------------------------------------------------------
Immediately prior to the Petition Date, Blockbuster Inc. and its
11 debtor-affiliates entered into a Plan Support Agreement with
the Steering Committee, which holds approximately 80% in principal
amount of the 11.75% Senior Secured Notes due 2014 issued by
Blockbuster.  Pursuant to the PSA, the parties agreed to the terms
of a Chapter 11 plan of Reorganization that contemplated the
substantial deleveraging of Blockbuster by, among other things,
converting all of the Senior Secured Notes into equity of
Reorganized Blockbuster, thus, providing the Reorganized
Blockbuster with a capital structure designed to have the
financial flexibility necessary to enable pursuit of its business
plan in an optimal manner.

In connection with the PSA, the Steering Committee also agreed,
subject to the participation rights of all holders of the Senior
Secured Notes, to provide debtor-in-possession financing to the
Debtors so as to ensure that Blockbuster's business had sufficient
liquidity for ordinary course operations during the restructuring.
The Debtors commenced these Chapter 11 cases with the reasonable
expectation of consummating the Plan within the time frame set
forth in the PSA given the liquidity runway of the DIP Facility
and the support of its key constituencies, Stephen Karotkin, Esq.,
at Weil, Gotshal & Manges LLP, in New York, tells Judge Burton
Lifland of the United States Bankruptcy Court for the Southern
District of New York.

Due to, among other things, poor holiday sales, deteriorating
business operations, the inability to reach a consensus with the
DIP Lenders with respect to a long-term business plan and the
failure to meet certain other milestones required by the PSA, the
Debtors, in conjunction and in consultation with the Steering
Committee, determined that the Plan was no longer feasible, Mr.
Karotkin relates.

The failure has resulted in the occurrence of a Termination Event
under the terms of the PSA and an Event of Default under the DIP
Facility, Mr. Karotkin says adding that a "Roll-Up Event," has
occurred.  He notes that the Requisite Lenders have determined to
allow for the consensual use of Cash Collateral during the sale
process, terminate the DIP Facility, and have also advised the
Debtors that they intend to deliver a Carve-Out Trigger Notice to
the Debtors, the United States Trustee and the Official Committee
of Unsecured Creditors.

Against this backdrop, the Debtors and the Steering Committee
agreed to pursue a sale of substantially all of the Debtors'
assets on an expedited basis under Section 363 of the Bankruptcy
Code.

In furtherance of the sale process, and recognizing the limited
period of time the DIP Lenders were willing to provide financing
and the consensual use of cash collateral given the Debtors'
liquidity concerns, the Debtors determined to select on an
expedited basis one of two proposals from among certain members of
the Steering Committee, who had expressed an interest in serving
as a stalking horse bidder, Mr. Karotkin informs the Court.

On Feb. 21, 2011, the Debtors entered into that certain Asset
Purchase and Sale Agreement providing for the sale of
substantially all of their assets or the proceeds of those assets
to a newly formed entity named Cobalt Video Holdco LLC.  For
purposes of entering into the Purchase Agreement, the Purchaser
was established by Monarch Alternative Capital LP, Owl Creek Asset
Management LP, Stonehill Capital Management LLC and Varde
Partners, Inc., who collectively hold more than 50% of the Senior
Secured Notes and each of which is a member of the Steering
Committee.

A copy of the Purchase Agreement is available for free at:

   http://bankrupt.com/misc/BBI_PurchaseAgreement_02212011.pdf

Despite the limited time available to identify the Stalking Horse
Bidder and negotiate the Purchase Agreement, the Debtors believe
they have achieved an agreement that will maximize value in a
Section 363 sale context and one with bid protections favorable to
the bankruptcy estates.

The Purchase Agreement provides that, under certain circumstances
and at the Purchaser's option, the Purchaser will have the right
to compel a conversion of the Debtors' cases to cases under
Chapter 7 of the Bankruptcy Code upon or, at Purchaser's option,
following the closing of the Purchase Agreement.  Similarly, the
Purchaser has the option to direct the estates' liquidation of
their inventory under an agency agreement.

In that regard, the Purchase Agreement provides that as a
condition of the Purchaser's obligation to close under the
Purchase Agreement, the Court order approving the sale to the
Purchaser must include provisions ordering that:

    (i) in certain circumstances, the Debtors' Chapter 11 cases
        must be converted to cases under Chapter 7 of the
        Bankruptcy Code upon the Purchaser's election of the
        "Agency Alternative" and as otherwise provided in the
        Purchase Agreement;

   (ii) the Agency and License Agreement will be binding on the
        Chapter 7 trustee in any Chapter 7 cases; and

  (iii) the Sale Order will be binding on the Chapter 7 trustee
        in any Chapter 7 cases.

In addition, under the Purchase Agreement, the Purchaser has made
no commitment to continue the operations of any portion of the
Debtors' business after consummation of the Sale Transaction and
there is no requirement that the Purchaser do so, Mr. Karotkin
says.

Accordingly, the Debtors ask the Court to issue, in connection
with the sale transaction to the Stalking Horse Bidder or any
successful bidder:

  (a) a Bid Procedures Order, which will authorize and approve,
      among other things:

      * the procedures for the conduct of the auction of the
        Assets;

      * the reimbursement of the Stalking Horse Bidder for the
        reasonable, documented costs and expenses incurred in
        connection with its bid up to the maximum amount of
        $5 million;

      * the procedures for the assumption and assignment of
        contracts and leases to any Successful Bidder for the
        Assets and the resolution of any objections and related
        notices;

      * the scheduling of a hearing to approve any Sale
        Transaction with respect to any bid accepted by the
        Debtors;

      * the form and manner of notice with respect to the
        proposed sale of the Assets, the Auction, and the Sale
        Hearing; and

      * certain additional relief so as to assure that the sale
        process can proceed to a conclusion on a reasonable
        basis; and

  (b) a Sale Order that will, inter alia, approve the sale of
      the Assets pursuant to Sections 105, 363(b), (f), and (m),
      and 365 of the Bankruptcy Code and Rules 6004, 6006, 9008,
      and 9014 of the Federal Rules of Bankruptcy Procedure in
      accordance with the terms of either the Stalking Horse Bid
      or its modified version with the Successful Bidder, free
      and clear of all liens, claims, encumbrances, and other
      interests, other than certain expressly specified
      permitted encumbrances and assumed liabilities, and the
      assumption and assignment of certain executory contracts
      and unexpired leases related to the Assets and the Sale
      Transaction, pursuant to Sections 363 and 365 of the
      Bankruptcy Code.

At the Debtors' behest, Judge Lifland shortened and set the
hearing to consider that portion of the Sale Motion that seeks the
relief set forth in the proposed Bid Procedures Order for March 2,
2011, at 10:00 a.m., New York Time.  The deadline to file and
serve any objections or responses to the proposed Bid Procedures
Order and the relief to be considered at the Bid Procedures
Hearing is on Feb. 28.

Bifurcation of costs and expenses of administration as requested
in the Sale Motion is the only way to assure an orderly sale
process and avoid immediate and irreparable harm to the estates,
Mr. Karotkin contends.  In the absence of that relief, he asserts,
the Debtors will be unable to obtain the goods and services
necessary to sustain their operations and consummate a sale.

Indeed, without these limitations in place, the Debtors have been
advised that the DIP Lenders will not continue to fund or consent
to the use of their cash collateral, and the Debtors' management
would be unwilling to continue to incur obligations, without the
assurance that there will be sufficient resources for payment, Mr.
Karotkin explains.  Accordingly, he points out, entry of the
proposed Bid Procedures Order and the proposed Sale Order with the
requested provisions is critical to the maximization of the value
of the Assets.

A copy of the proposed Bid Procedures can be obtained for free at:

     http://bankrupt.com/misc/BBI_BidProcedures_02212011.pdf

                   Asset Purchase Agreement

The salient terms of the Purchase Agreement are:

  -- Deposit: Upon execution of the Purchase Agreement,
     Purchaser paid cash for $20,000,000 into the Escrow
     Account, which Deposit will be applied at Closing toward
     payment of the Purchase Price, or released to Purchaser or
     Sellers in accordance with the Purchase Agreement;

  -- Purchase Price: Cash for $265,000,000 or, if certain Studio
     Condition is not satisfied fully and the Assumed Studio
     Liabilities are not assumed, $290,000,000 subject to
     certain adjustments:

  -- Payment and Allocation of Proceeds:  At Closing, the
     Purchaser will pay the Purchase Price, including the
     Deposit, in this order:

     * First, an amount in cash necessary to pay in cash and
       create a sufficient cash reserve necessary to satisfy in
       cash all Carve-Out Expenses will be paid to an account
       designated by Sellers;

     * Second, an amount equal to the amounts due to the DIP
       Agent and Senior Indenture Trustee, as applicable, to
       satisfy and create a sufficient reserve necessary for
       amounts due to them for fees and expenses authorized to
       be paid under the DIP Order;

     * Third, an amount equal to the Estimated Wind Down
       Expenses and, if the Agency Alternative election is made,
       the Approved Sale Expenses will be paid to the Sellers;

     * Fourth, an amount equal to $20,000,000 will be deposited
       into the Purchase Price Adjustment Escrow;

     * Fifth, an amount equal to the amounts due under the DIP
       Credit Agreement will be paid to the DIP Agent for
       immediate distribution to the DIP Lenders in accordance
       with the DIP Facility;

     * Sixth, an amount equal to the aggregate outstanding
       amount of Administrative Priority Expenses will be paid
       to the Sellers;

     * Seventh, an amount equal to the amounts due under the DIP
       Credit Agreement with respect to the Roll-Up Notes will
       be paid to the DIP Agent for immediate distribution to
       the Roll-Up Noteholders in accordance with the DIP
       Facility; and

     * Eighth, the remaining balance, if any, will be paid to
       the Sellers;

  -- Excluded Assets:  Purchaser will acquire all assets of the
     Sellers other than the Excluded Assets, including the
     Excluded Contracts, all equity interests in the Sellers and
     any confidential personnel and medical records pertaining
     to any employee not permitted to be transferred to
     Purchaser by law;

  -- Assumed Liabilities:  Purchaser will not assume any
     liabilities or obligations of the Sellers, other than the
     Assumed Liabilities identified in the Purchase Agreement,
     including all liabilities of Sellers under the Purchaser
     Assumed Contracts solely to the extent of the Assumed Cure
     Costs and Liabilities arising from events arising and
     occurring following the Closing Date;

  -- Excluded Liabilities:  Excluded Liabilities include all
     liabilities for accrued expenses and accounts payable
     incurred prior to the Closing Date, except to the extent
     that the same constitute Assumed Liabilities, and all
     liabilities arising out of any of the Excluded Assets,
     including Excluded Contracts; and

  -- Outside Date:  Purchaser or the Sellers may terminate the
     Purchase Agreement if the Closing will not have occurred by
     April 20, 2011.

                 Purchaser Termination Events

The Purchaser will have the right to terminate the Purchase
Agreement upon occurrence of these events:

  -- the Bid Procedures Order will not have been entered by the
     Court on or before March 4, 2011;

  -- the Sale Order will not have been entered by April 11,
     2011;

  -- the Bid Procedures Order and the Sale Order will have been
     modified in any manner adverse to Purchaser without
     Purchaser's prior written consent, which consent may be
     withheld in its sole discretion;

  -- Sellers enter into a definitive agreement with respect to a
     Competing Bid, the Court enters an order approving a
     Competing Bid or the Court enters an order that otherwise
     precludes the consummation of the transactions contemplated
     by the Purchase Agreement on the terms and conditions set
     forth in the Purchase Agreement;

  -- a Governmental Authority enters an order permanently
     restraining, prohibiting or enjoining the Sellers or the
     Purchaser from consummating the transactions contemplated
     by the Purchase Agreement and the order will have become
     final and non-appealable or will have been vacated prior to
     the "Outside Date";

  -- any of the Sellers' Chapter 11 cases have been dismissed or
     converted to a case under Chapter 7 of the Bankruptcy Code;

  -- a breach of any covenant or agreement of the Sellers set
     forth in the Purchase Agreement or any representation or
     warranty of the Sellers becomes untrue, and in either case,
     so that Purchaser's closing conditions would not be
     satisfied and the breach or untruth cannot be cured before
     the Outside Date;

  -- any secured creditor of the Sellers obtains relief from the
     automatic stay to foreclose on any of the Purchased Assets,
     the effect of which would cause or would reasonably be
     expected to cause, a Seller Material Adverse Effect;

  -- the Sale Motion has not been filed on or before the second
     business day following the date of the Purchase Agreement;

  -- by joint written consent with the Sellers; or

  -- the Sellers have not obtained prior to the conclusion of
     the hearing on the Bid Procedures Order, written consent
     from the Requisite DIP Lenders of the Wind-Down Budget and
     the Sale Budget.

                     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)


BOISE INC: Tharco Packaging Deal Won't Affect Moody's 'Ba3' Rating
------------------------------------------------------------------
Moody's commented that Boise Inc.'s announcement that it will
acquire Tharco Packaging, Inc., has no immediate impact on Boise
Paper Holdings, LLC's Ba3 corporate family rating.  The rating
outlook remains stable.

Moody's last rating action was on December 8, 2010, when Moody's
upgraded the company's CFR to Ba3 from B1.

Boise Paper Holding, L.L.C., a wholly owned subsidiary of Boise
Inc., headquartered in Boise, Idaho, is the third-largest North
American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BONDS.COM GROUP: CAO and President Do Not Own Any Securities
------------------------------------------------------------
In separate Form 3 filings with the U.S. Securities and Exchange
Commission, Chief Administrative Officer John Ryan and President
George O'Krepkie disclosed that they do not own any securities of
the Bonds.com Group, Inc.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company's balance sheet at Sept. 30, 2010, showed
$1,565,132 in total assets, $9,823,058 in total liabilities, and a
stockholders' deficit of $8,257,925.


BORDERS GROUP: Parties Reflect Revisions to DIP Credit Agreement
----------------------------------------------------------------
Borders Group, Inc., and its debtor affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York on
Feb. 18, 2011, a consent and agreement to correct pages to their
Senior Secured, Superpriority Debtor-in-Possession Credit
Agreement with certain lender parties.

The Consent Agreement dated Feb. 17, 2011, is entered among
BGI and Borders Inc., as borrowers; General Electric Capital
Corporation, as working capital agent for secured parties and
revolving lender and as issuer with respect to the Cash
Management Letter of Credit; GA Capital, LLC, as agent for the
Term B Lenders, and lenders party to the DIP Credit Agreement.
GE Capital Markets Inc. serves as sole lead arranger and
bookrunner on the Working Capital Facility.  The CIT
Group/Business Credit Inc. serves as syndication agent.

Under the Consent Agreement, the parties have agreed to include
certain language in the DIP Credit Agreement that was
inadvertently omitted from the final execution version, which
include:

(i) All payments received by the Working Capital Agreement with
     respect to any obligation and all funds transferred and
     credited to the Working Capital Collection Account and all
     net proceeds from any disposition of revolving priority
     collateral will be applied to these revised terms: (A) the
     payment of interest with respect to the FILO Loans, and (B
     attorney costs as fees and costs and expenses due and
     payable.

(ii) In the event of default, the Working Capital Agent will
     apply any and all payments proceeds of Revolving Priority
     Collateral to these additional or revised terms:

      (a) to the payment of L/C Reimbursement Obligations with
          respect the Cash Management Letter of Credit and cash
          collateralization in an amount equal to 104% of
          unmatured L/C Reimbursement Obligations in an amount
          equal to 104% of unmatured L/C Reimbursement
          Obligations with respect to the Cash Management Letter
          of Credit to the extent not then due and payable;

      (b) to fund the DIP Indemnity Account; and

      (c) to payment of all obligation with respect to the Term
          B Loans.

As previously reported, BGI obtained Court approval for interim
access of up to $400,000,000 of the proposed $505, 000,000 DIP
Credit Facility.  The postpetition financing consists of a
$450,000,000 Working Capital Facility and a $55,000,000 Term Loan
B Facility.  The Working Capital Facility is in turn comprised of
a $410,000,000 million revolver credit facility, a $20,000,000
"first in last out" term loan, and an additional $20,000,000 cash
management facility.

The DIP Credit Agreement is further revised to reflect:

  -- a $10,000,000 commitment from GECC and $10,000,000
     commitment from Crystal Financial LLC with respect to the
     FILO Loan.

  -- a $375,000,000 commitment from GECC, instead of
     $410,000,000, and a $35,000,000 from CIT Bank with respect
     to the Revolver Loan.

A blacklined version showing all changes made to the DIP Credit
Agreement filed with the Court on Feb. 16, 2011, is available
for free at:

     http://bankrupt.com/misc/Borders_Feb17DIPCreditPact.pdf

                       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: Seeks Approval for Kasowitz Benson as Counsel
------------------------------------------------------------
Borders Group Inc. and its units seek the U.S. Bankruptcy Court
for the Southern District of New York's permission to employ
Kasowitz, Benson, Torres & Friedman LLP as their general counsel,
nunc pro tunc to the Petition Date.

As the Debtors' counsel, Kasowitz Benson will:

  (a) render assistance and advice, and represent the Debtors
      with respect to the administration of these cases and
      oversight of the Debtors' affairs, including all issues
      arising from or impacting the Debtors or the Chapter 11
      cases;

  (b) take all necessary actions to protect and preserve the
      Debtors' estates during the administration of these
      Chapter 11 cases, including prosecuting actions by the
      Debtors, defending actions commenced against the Debtors,
      negotiating, and objecting, where necessary, to claims
      filed against the Debtors' estates;

  (c) assist the Debtors in maximizing the value of their assets
      for the benefit of all creditors, including, without
      limitation, in connection with assumption or rejection of
      executory contracts and unexpired leases;

  (d) pursue confirmation of a joint plan of reorganization or
      liquidation and approval of an associated disclosure
      statement;

  (e) prepare, on behalf of the Debtors, necessary applications,
      motions, answers, orders, reports and other legal papers;

  (f) appear in Court and representing the interests of the
      Debtors; and

  (g) perform all other legal services for the Debtors that
      are appropriate, necessary and proper in these Chapter 11
      cases.

The Debtors will pay Kasowitz Benson professionals according to
the firm's customary hourly rates:

       Title                         Rate per Hour
       -----                         -------------
       Partners                     $550 to $1,000
       Special Counsel                $525 to $750
       Associates                     $250 to $675
       Staff Attorneys                $235 to $390
       Paralegals                     $135 to $225

Kasowitz Benson's principal attorneys designated to represent the
Debtors and their current standard hourly rates are:

       Title                         Rate per Hour
       -----                         -------------
       David M. Friedman                   $950
       David S. Rosner                     $875
       Andrew K. Glenn                     $800
       Jeffrey R. Gleit                    $640
       Alan Lungen                         $610
       Daniel Fliman                       $525
       Michele Angell                      $360
       Julia A. Balduzzi                   $250
       Simone Lelchuk                      $275

Other Kasowitz Benson attorneys and paralegals may from time to
time serve the Debtors in connection with this engagement.

The Debtors will also reimburse Kasowitz Benson for the necessary
and actual expenses incurred by the firm in relation to its
engagement.

David M. Friedman, Esq., a member at Kasowitz Benson, discloses
that his firm has received prepetition retainers from the Debtors
on these dates:

       Date                        Retainer Amount
       ----                        ---------------
       Jan. 11, 2011                   $250,000
       Jan. 24, 2011                   $250,000
       Feb. 1, 2011                    $250,000
       Feb. 7, 2011                    $250,000
       Feb. 11, 2011                 $1,000,000

Kasowitz Benson has applied the Retainer against its prepetition
fees and expenses.  In due course, Kasowitz Benson will complete
the calculation of its prepetition fees and expenses, and the
surplus of the Retainer will be carried forward and applied to
postpetition fees and expenses, Mr. Friedman relates.  Kasowitz
Benson will file a supplemental disclosure of its net
postpetition Retainer as soon as practicable.  Because the
Retainer exceeds its prepetition fees and expenses, Kasowitz
Benson does not hold a prepetition claim against the Debtors, Mr.
Friedman tells the Court.

Kasowitz Benson has represented, represents, and may represent
these parties in matters totally unrelated to the Debtors'
Chapter 11 cases:

  * Source Interlink Companies, Inc.
  * News America Marketing
  * News America Incorporated
  * Dow Jones & Company
  * Twentieth Century Fox
  * LG&E
  * Missouri Gas Energy
  * Akin Gump, Strauer, Hauss & Feld
  * Experian
  * EMI Music Publishing
  * FTI Consulting
  * Barnes & Noble, Inc.
  * Ernst & Young
  * Equity One
  * Coventry II DDR
  * Bennett LeBow
  * Howard LeBow
  * Howard Lorber
  * Dayton Power & Light Co.

In light with the firm's representation of Barnes & Noble, a
competitor of the Debtors, Mr. Friedman relates that

The firm has taken, in light of its representation of Barnes &
Noble, a competitor of the Debtors, has taken certain steps to
set up an ethical wall and make certain that attorneys who
perform work on behalf of Barnes & Noble do not participate in
the Debtors' matters in any respect, and similarly, that members
of the Borders team do not participate in Barnes & Noble matters.

Despite that disclosure, Mr. Friedman maintains that Kasowitz
Benson is a "disinterested person" as the term is defined under
Section 101(14)(C) of the Bankruptcy Code.

                       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: To Honor Rewards & Gift Cards
--------------------------------------------
Borders Group Inc. and its units engage in certain marketing and
sales practices that are generally targeted to develop and sustain
positive reputations for their stores and merchandise in the
marketplace; and designed to attract new customers to their stores
and to enhance store loyalty and sales among their existing
customer base.

In line with this, the Debtors maintain various customer
programs, which include a rewards program, discount programs, and
credit card processing programs.

(A) Rewards Program.  The Debtors have established a rewards
     program, which allows holders of rewards club cards to earn
     points or rewards for each qualifying purchase.  Membership
     in Borders Rewards is free, and about 42 million members
     were enrolled as of the Petition Date.  Borders Rewards
     cardholders receive $5 of merchandise credit for each $150
     spent on qualifying purchases in each calendar year, or for
     each $100 spent after the first reward in a calendar year
     has been earned.  The Debtors also introduced a Borders
     Rewards Program, which is paid membership program that
     offers, in exchange for a $20 membership fee for each
     rolling 12 months of membership, in addition to all of the
     Borders Rewards benefits: a 40% discount on hard cover best
     sellers; a 20% discount on select hard covers; 10% off
     essentially all other merchandise; and free shipping for
     Borders.com Purchases.  As of the Petition Date, about
     1.2 million customers had paid for membership in Borders
     Rewards Plus.  Since Jan. 31, 2009, Borders Rewards
     and Borders Rewards Plus have collectively added about
     12 million new members.

(B) Gift Cards.  The Debtors issue Borders gift cards in a
     variety of denominations.  Gift Cards typically are issued
     in exchange for cash, and are redeemable by purchasers or
     recipients in exchange for the Debtors' merchandise.  As of
     the Debtors' fiscal year-end on Jan. 29, 2011, the aggregate
     amount on Gift Cards outstanding was about $275,045,213.
     Taking breakage into account, the amount of traditionally
     unredeemed Gift Cards, the Debtors estimate that only
     $113,114,505 of this amount will be redeemed.

(C) Return Policies.  The Debtors traditionally have maintained
     merchandise return, refund, replace and exchange policies.
     Merchandise purchased from the Debtors' stores generally
     may be returned to the Debtors' stores for a full refund,
     issued in the same form as the original purchase, within 30
     days of purchase when accompanied by an original sales
     receipt.  If the returned merchandise is accompanied by a
     gift receipt, the Debtors allow their customers 60 days to
     return merchandise to their stores and issue a refund in
     the form of a Gift Card.  As to their online store, the
     Debtors give their online customers 30 days to return
     merchandise.   Certain items, including out-of-print items,
     magazines and items marked final sale or non-returnable
     item are not subject to the refund policies.

(D) Credit Card Processing Agreements.  The Debtors are party
     to processing agreements with four merchants that enable
     the Debtors to accept credit cards as payment for their
     merchandise.  The Processing Agreements are essential to
     the Debtors' business as they allow the Debtors' customers
     the flexibility to purchase merchandise on credit.  The
     Debtors also utilize the services of two processors which
     facilitate credit card payments by means of front end fraud
     detection before the payments are accepted.  The Debtors
     estimate that as of the Petition Date, about $300 in fees
     to the process are accrued and unpaid, most of which are to
     be paid within two or three days after the Petition Date.
     The Debtors also obligated to refund to the merchant
     processors the purchase price of the returned merchandise
     plus certain adjustments.

(E) Employee and Airport Discounts.  A 33% shopping discount on
     most store and kiosk items, and for most orders placed at
     Borders.com is granted to all employees that are classified
     as having regular status employment.  The Debtors also
     provide all of their employees that complete Borders
     Rewards program training with membership in Borders Rewards
     Plus, which effectively raises the employee discount to 40%
     for such employees.  With respect to the Debtors' Borders-
     branded airport stores, all those stores offer 10%
     discounts to airport employees.  Most of these discounts
     are contractually required by the airport stores' leases.

(F) Quality Discount Program.  All customers of the Debtors are
     eligible for quantity discounts on the purchase of 10 or
     more copies of the same item, based on the following
     schedule: 10% off for 10 to 19 copies of a single paperback
     title; 15% off for 10 to 19 copies of a single hard cover
     title; 15% off for 20 or 29 copies of a single title; 20%
     off for 30 or more copies of a single title.

(G) Educator Discount Program.  Teachers, librarians, or
     homeschoolers for students in preschool through 12th
     grade who can show proof of employment are eligible for a
     25% Educator Discount Card applicable on purchases of books
     and music for use in the classroom or for classroom
     preparation.  Several times a year, the Debtors extend the
     discount to Educator Discount Card holders' personal
     purchases.  About 510,000 educators held Educator Discount
     Cards as of the Petition Date.

(H) Business and Educator Services Discount.  The Debtors
     maintain a discount program specifically for business or
     educational purchasers.  Individuals may apply through
     their organization for either a (i) deferred billing
     account card, or (ii) discount card.  Either card permits
     the member organization to receive a discount of up to 25%
     towards the purchase of books and music at any of the
     Debtors' Borders branded outlets.  As of the Petition Date,
     there were about 5,400 individual and organizational
     members of the Business and Educator Services Program with
     deferred billing accounts.

(I) Coupons and Promotional Codes.  The Debtors commonly offer
     discount coupons, promotional codes and various rebate
     promotions.  The Debtors' failure to honor the Debtors'
     Coupons could result in a loss of goodwill and jeopardize
     customer loyalty.

Accordingly, the Debtors sought and obtained the Court's
permission to continue their Customer Programs in the ordinary
course of business, and pay and honor all obligations under those
Customer Programs.

The Debtors are authorized to pay all accrued but unpaid fees due
to Processors, and to continue to pay Processors' fees in the
ordinary course of business.  The Debtors are also permitted to
pay all Chargeback obligations, and to continue to pay
Chargebacks in the ordinary course of business.

The Debtors' banks are authorized to receive, process, honor, and
pay all checks drawn or direct deposit and funds transfer
instructions made relating to the Customer Programs.

                       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: To Pay $38.3 Mil. in Sales & Use Taxes
-----------------------------------------------------
In the ordinary course of business, Borders Group Inc. and
its units incur taxes and assessments that can be classified
as (i) Sales and Use Taxes; (ii) Import Taxes; (iii) Franchise
and Income Taxes; (iv) Real and Personal Property Taxes; and
(v) Business License Assessments, Annual Report Taxes and other
charges and assessments.

The Debtors estimate that the total amount of Prepetition Taxes
and Assessments owing to the various taxing authorities as of the
Petition Date is approximately $38,379,871.

The Debtors specifically estimate $33,079,871 in Taxes and
Assessments payable as of their fiscal year ending on Jan. 29,
2011, comprised of:

     Kind of Tax                       Amount Payable
     -----------                       --------------
     Sales and Use Taxes                  $16,530,000
     Real and Personal Property Taxes      15,103,560
     Franchise and Income Taxes             1,034,137
     Business License Assessments             406,221
     Import Taxes                               5,953

The Debtors incurred Sales Taxes of $16.2 million for the United
States and about $320,000 for Puerto Rico.  The Debtors estimate
about $10,000 in Use Taxes payable as of Jan. 29, 2011.

To facilitate remission of the Import Taxes, the Debtors utilize
the services of DB Shandker.  As of the Petition Date, the
Debtors estimate that there are no prepetition amounts owing to
DB on account of those services.

The Debtors further estimate that, as of Jan. 29, 2011,
(i) $13,786,744 in Real Property Taxes for the United States and
$38,000 for Puerto Rico, and (ii) $828,816 in Personal Property
Taxes for the United States and $450,000 for Puerto Rico were
payable.

Including the Debtors' obligations under various permitting and
licensing requirements and miscellaneous business permits, the
amount payable associated with those various licenses, permits
and other assessments as of Jan. 29, 2011, was $256,221 for the
U.S. and $150,000 for Puerto Rico.

The Debtors from time to time undergo audits and reviews
conducted by the various Taxing Authorities.  As of the Petition
Date, the Debtors have one completed audit for Sales Taxes with a
resulting liability of $18,000, exclusive of interest, which is
payable in addition to the amount of Sales Taxes the Debtors
estimated.

Between Jan. 29, 2011, and the Petition Date, the Debtors have
paid $1.5 million due and owing to certain taxing authorities.
However, the Taxes and Assessments have accrued at a rate of
about $400,000 per day since Jan. 29, 2011, leading to the total
estimate of $38,379,871.

To facilitate remission of Sales Taxes for Borders Direct, LLC,
the Debtors utilize the services of Avalara, Inc.  Avalara pays
Borders Direct, LLC' Sales Taxes and in turn Borders Direct LLC
reimburses Avalara for those taxes remitted.  The Debtors
estimate that as of the Petition Date, about $310 in those fees
are accrued and unpaid.

To facilitate remission of the Personal Property Taxes, the
Debtors utilize the services of Smart Business Advisory &
Consulting, LLC.  The Debtors estimate that as of the Petition
Date, about $40,000 in those fees are accrued and unpaid.

The Debtors operate 642 retail stores across 48 states, Puerto
Rico, and the District of Columbia, and any disputes that could
impact their ability to conduct business in a particular
jurisdiction could have a wide-ranging and adverse effect on
their business.

Against this backdrop, the Debtors sought and obtained the
Court's permission on an interim basis to:

  (A) pay all prepetition Taxes and Assessments to all taxing
      authorities that are (i) determined presently to be owed
      or assessed, or (ii) are determined to be owed and
      assessed at any time after entry of the Interim Tax Order
      but prior to a final hearing of the Taxes Motion,
      including, without limitation, through the issuance of
      postpetition checks and electronic fund transfers; and

  (B) make payments due and owing to third party administrators
      in connection with those Taxes and Assessments and to
      continue those payments in the ordinary course of
      business.

The Banks are authorized and directed to receive, honor, process,
and pay, to the extent of funds on deposit, any and all checks or
electronic transfers drawn on the Debtors' Bank Accounts relating
to the Taxes and Assessments, including those checks or
electronic transfers that have not cleared the Banks as of the
Petition Date.  The Debtors are also authorized to replace any
prepetition checks or electronic transfers relating to the Taxes
and Assessments that may be dishonored or rejected.

The Debtors aver that payment of the prepetition Taxes and
Assessments is critical to their continued and uninterrupted
operations.  Non-payment of those obligations may cause Taxing
Authorities to take precipitous action, including filing liens,
preventing the Debtors from conducting business in the applicable
jurisdictions, and seeking to lift the automatic stay, David M.
Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP,
relates.  Failing to pay those Taxes and Assessments could also
trigger governmental action in the form of increased audits, he
adds.

The Debtors are directed to serve a copy of the Interim Tax Order
on the Taxing Authorities, a list of which is available for free
at http://bankrupt.com/misc/Borders_TaxingAuthorities.pdf

The Court will convene a final hearing on the Taxes Motion on
March 15, 2011.

                       About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

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

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

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

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

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


BORDERS GROUP: Wins Interim OK to Pay $4MM+ to Network Vendors
--------------------------------------------------------------
An integral component of Borders Group Inc. and its units'
retail operations is the efficient flow of inventory to their
distribution centers, stores and customers.  Accordingly, the
Debtors rely heavily on numerous common carriers, movers,
shippers, warehousemen, customs brokers and certain other third-
party vendors and service providers to ship, transport, store,
move through customs and deliver inventory through established
distribution networks.

The Distribution Network Vendors maintain possession of books and
other inventory vital to the Debtors' operations.  As of the
Petition Date, many of the Distribution Network Vendors had
claims for storage, transportation and related services
previously provided to the Debtors.

For the period from Feb. 1, 2010 through Jan. 31, 2011, the
Debtors' average payments for, or related to, Distribution
Network Vendor Claims aggregate about $5.2 million per month.

Although it is difficult to estimate with precision the
Distribution Network Vendor Claims outstanding at any given
moment, the Debtors believe that the amount of outstanding
prepetition Distribution Network Vendor Claims owed to the
Distribution Network Vendors exceed $4 million as of the Petition
Date.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells the Court that if the Debtors fail to
pay the Distribution Network Vendor Claims, many of the
distribution Network Vendors may stop providing essential
services to the Debtors.  Even if suitable alternatives to the
existing Distribution Network Vendors are available, the time
necessary to identify replacement providers and integrate them
into the Debtors' operations likely would cause a significant
disruption to the Debtors' operations, he emphasizes.  During any
transition period, the Debtors would lose access to valuable
inventory held by the Distribution Network Vendors, he adds.

Mr. Friedman further notes that the Distribution Network Vendors
may also be able to assert state law possessory liens against the
Debtors' property they hold or control.  Because the perfection
and maintenance of the liens held by the Distribution Network
Vendors in most cases is dependent upon possession, it is
anticipated that the Distribution Network Vendors will refuse to
deliver or release the Debtors' inventory before the Distribution
Network Vendor Claims have been satisfied and their liens
extinguished, he points out.  A material disruption of that kind
in the operation of the Debtors' distribution network and
inventory availability system would delay the shipment of
inventory to the Debtors' distribution centers, stores and
customers, he asserts.

Accordingly, the Debtors sought and obtained the Court's
authority to make payments in the interim period of:

  (i) all valid, undisputed Distribution Network Vendor Claims
      that are past due or become during the interim period; and

(ii) miscellaneous lien claims, whether relating to the period
      before or after the Petition Date, as the Debtors'
      determine to be necessary or appropriate to obtain the
      release of retail inventory or liens against real or
      personal property of the Debtors.

The Debtors retain third party vendor Interstate Freight, Inc.,
as a vital component to their ability to manage, process and pay
the Distribution Network Vendor invoices.  Inability to pay and
employ Interstate Freight could cause a serious disruption in the
Debtors' shipments of inventory to the Debtors' distribution
centers, stores, and customers that could last for up to three to
four weeks, Mr. Friedman stresses.  The Debtors paid Interstate
Freight a processing fee of $0.64/invoice in 2010.  As of the
Petition Date, the Debtors owe about $5,000 to Interstate
Freight.  Accordingly, the Court authorized the Debtors to pay
all prepetition accrued but unpaid service and administrative
fees due to Interstate Freight, and to continue those payments to
Interstate Freight in the ordinary course of business.

The Court authorizes and directs all banks and other financial
institutions on which checks are drawn or electronic funds are
transferred with respect to Distribution Network Vendor Claims or
Miscellaneous Lien Claims to receive, process, honor, and pay, to
the extent of funds on deposit, any and those checks or
electronic transfers, whether such checks or transfers were
issued before or after the Petition Date, upon the receipt by
each Bank of such notice of authorization without further order
of the Court.  The Debtors are also authorized to replace any
prepetition checks or electronic transfers relating to the
Distribution Network Vendor Claims or Miscellaneous Lien Claims
that may be dishonored or rejected.

The Court will convene a hearing to consider final approval of
the Vendor Obligations Motion on March 15, 2011.

                       About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

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

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

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

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

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


BROWN SHOE: American Sporting Deal Won't Affect Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service stated that the acquisition of American
Sporting Goods Corporation by Brown Shoe Company, Inc., does not
impact Brown Shoe's B2 corporate family rating or positive
outlook.

Headquartered in St. Louis, Missouri, Brown Shoe's Retail division
operates Famous Footwear, a family branded footwear destination
with over 1,100 stores nationwide and e-commerce site
FamousFootwear.com, approximately 260 specialty retail stores in
the U.S., Canada, and China primarily under the Naturalizer brand
name, and footwear e-tailer shoes.com.  Through its wholesale
divisions, Brown Shoe designs and markets footwear brands
including Naturalizer, Dr. Scholl's, Franco Sarto, LifeStride,
Etienne Aigner, Sam Edelman, Via Spiga, Vera Wang Lavender and
Buster Brown.  Its annual revenue for the trailing twelve months
through October 31, 2010, was approximately $2.5 billion.


BRUNSWICK CORP: S&P Puts 'B-' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Lake Forest, Ill.-based Brunswick Corp., as well
as all related issue-level ratings, on CreditWatch with positive
implications.

"The CreditWatch listing reflects S&P's increasing confidence that
Brunswick will be able to continue to improve EBITDA in 2011 and
sustain credit metrics in line with a higher rating," said
Standard & Poor's credit analyst Emile Courtney.

This is primarily due to the company's rationalization of its
dealer inventory of boats over the past few years, and S&P's
belief that retail boat demand could begin to grow modestly by the
second half of 2011.  S&P's view for potential retail boat demand
growth is based on S&P's economist's forecast for U.S. GDP growth
of just over 3% in 2011, following near 3% growth in 2010.  Retail
demand for boats tends to strengthen as economic growth gains a
firmer hold, and S&P's economists anticipate that moderate U.S.
GDP growth will continue over the next several years.

S&P's measure of reported EBITDA for Brunswick improved to
$165 million in 2010 from negative $304 million in 2009, due to
growth in marine engine and boat revenue in 2010 of 31%, which
drove the elimination of significant operating losses in these
units in 2009.  Significant gross margin improvement, stemming
from a more efficient manufacturing platform and lower selling,
general, and administrative expenditures in 2010 also contributed
to the EBITDA improvement.  Brunswick ended 2010 with S&P's
measure of lease- and pension-adjusted leverage at just over 5x
and EBITDA coverage of interest at 2x.  Cash and short-term
investments were $636 million at December 2010, providing the
company very good liquidity support at the current rating.

S&P could raise its rating on Brunswick by one notch or more (as
S&P previously stated in December 2010) if S&P's review confirms
its confidence that the company can sustain its measure of
adjusted debt to EBITDA at below 5x over the intermediate term.
S&P expects to resolve the CreditWatch listing within the next 30
days.


BUILDERS FINANCIAL: BNY Opposition Could Derail Ch. 11 Plan
-----------------------------------------------------------
Robert Barba at AmericanBanker.com reports, that Bank of New York
Mellon Corp., as the trustee for half of the pooled trust-
preferred securities of Builders Financial Corp., voted against
the reorganization plan of Builders.

Builders' Chapter 11 plan aims to reduce the debt on its
$40 million of trust-preferred securities to $4.5 million, which
would be paid over the next 10 years.  The Plan would preserve the
equity of Mitchell Saywitz, the company's chief executive and sole
shareholder.  No immediate plans are in the offing for more
capital to flow into the company.

According to AmericanBanker, Builders has sought to invalidate the
trustee's vote as a creditor. BNY's interest was as trustee of
Builders Capital Trust I, and BNY filed its vote as the trustee
for MM Community Funding Ltd., which Builders Financial recognizes
as a creditor of a creditor.  BNY Mellon, however, insists its
claim is valid.

Five creditors voted, with Bank of New York Mellon serving as the
only dissident.  Based on the bankruptcy code, since the amount of
BNY's claim exceeded two-thirds of the total claims held by the
voters, the plan should have been rejected, AmericanBanker
relates.

On Thursday, the bankruptcy judge continued the case to March 17.

Several lawyers, AmericanBanker discloses, said Builders
Financial's bankruptcy plan is thin and that getting it completed
would be very difficult.

Bank of New York in its objection filed Feb. 14 said the
bankruptcy filing was made in "bad faith."   The trustee claimed
that, on the eve of the bankruptcy filing, Builders Financial
borrowed $40,000 from three creditors, with Saywitz personally
guaranteeing the loans. BNY accuses the company of borrowing the
money to "gerrymander acceptance of the plan."

BNY Mellon also said the Plan is not feasible because Builders
Financial "has provided no evidence that it will have sufficient
funds to fulfill its obligations under the plan."

                     About Builders Financial

Based in Chicago, Illinois, Builders Financial Corporation filed
for Chapter 11 bankruptcy protection on July 13, 2010 (Bankr. N.D.
Ill. Case No. 10-31180).  Judge Bruce W. Black presides over the
case.  David K. Welch, Esq., at Crane Heyman Simon Welch & Clar,
represents the Debtor.  In its petition, the Debtor estimated
assets between $1 million and $10 million, and debts of between
$10 million and $50 million.


CABLEVISION SYSTEMS: Reports $361.60MM Net Income in 2010
---------------------------------------------------------
Cablevision Systems Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2010.  The Company reported net income of
$361.60 million on $7.23 billion of net revenue for the year ended
Dec. 31, 2010, compared with net income of $285.30 million on
$6.85 billion on net revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $8.84 billion,
$12.83 billion in total liabilities, and $6.30 billion in total
deficiency.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73c9

                      About Cablevision Systems

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

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

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

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Cablevision until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


CAMTECH PRECISION: Can Exclusively File Plan Until April 5
----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida extended, at the behest of Camtech
Precision Manufacturing, Inc., and its affiliates, the Debtors'
exclusive right to file a plan of reorganization through and
including April 5, 2011.  The Debtors' exclusive right to solicit
acceptances to a filed plan of reorganization is also extended
through and including June 6, 2011.

In the extension request, the Debtors say they have responded to
the operational and administrative demands for the case and have
worked diligently to advance a Chapter 11 plan.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr.
S.D. Fla. Case No. 10-22760).  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CANAL CORP: Has March 29 Plan Confirmation Hearing
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Canal Corp. scheduled a March 29 hearing for approval
of its liquidating Chapter 11 plan.  The bankruptcy judge in
Richmond, Virginia, approved the explanatory disclosure statement
at a hearing on Feb. 15.

The disclosure statement says that general unsecured creditors
with $200 million in claims stand to recover 0.38% under the
liquidating Chapter 11 plan.  Holders of $50 million in revenue
bonds are in line for a 2.28% recovery.  Holders of $250 million
in subordinated notes will receive nothing.

All Debtors, except WTM I Company, filed the Joint Liquidation
Plan and the accompanying Disclosure Statement on January 7, 2011.

Ace American Insurance Company and other entities within the ACE
Group of companies, have filed a Limited Objection to the
Disclosure Statement.  The ACE Companies and the Debtors are
parties to certain prepetition insurance policies and related
agreements.  The ACE Companies argue that the Disclosure Statement
does not contain adequate information about ways that the Plan
affects insurers' and the Debtors' rights and obligations under
insurance policies, any related agreements, and applicable non-
bankruptcy law.

Fireman's Fund Insurance Company also lodged an objection to the
disclosure statement, saying it lacks adequate information as
required by Section 1125 of the Bankruptcy Code, and describes an
otherwise unconfirmable Plan.

Counsel for Fireman's Fund Insurance Company are:

          Augustus C. Epps, Jr., Esq.
          Jennifer M. McLemore, Esq.
          CHRISTIAN & BARTON, LLP
          909 East Main Street, Suite 1200r
          Richmond, VA 23219
          Telephone: (804) 697-4104
          Facsimile: (804) 697-6104

               - and -

          Leonard P. Goldberger, Esq.
          John C. Kilgannon, Esq.
          STEVENS & LEE, P.C.
           1818 Market Street, 29th Floor
          Philadelphia, PA 19103
          Telephone: (215) 751-2864
          Facsimile: (610) 371-7376

The Ace Companies are represented by:

          Noah M. Charlson, Esq.
          BAZELON, LESS & FELDMAN
          1515 Market Street, Suite 700
          Philadelphia, PA 19102
          Telephone: (215) 568-1155
          Telecopier: (215) 568-9319
          E-mail: ncharlson@bazless.com

               - and -

          Charles F. Midkiff, Esq.
          Robert S. Reverski, Jr., Esq.
          MIDKIFF, MUNCIE &ROSS, P.C.
          300 Arboretum Place, Suite 420
          Richmond, VA 23236
          Telephone: (804) 560-9600
          Facsimile: (804) 560-5997
          E-mail: cmidkiff@midkifflaw.com
                  rreverski@midkifflaw.com

                          About Canal Corp.

Headquartered in Richmond, Virginia, Chesapeake Corporation
supplies specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche end-
use markets.  The Company has 44 locations in Europe, North
America, Africa and Asia.

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

In its petition, Chesapeake disclosed $936,600,000 in total assets
and $937,100,000 in total debts as of September 28, 2008.

In May 2009, Chesapeake sold its assets to entities controlled by
Irving Place Capital Management, L.P. and Oaktree Capital
Management, L.P. and, following a competitive bidding process
which produced no competing bids.  The purchase price was about
$485 million.  The Debtor was renamed to Canal Corp., following
the sale.


CARA OPERATIONS: DBRS Finalizes Issuer Rating of 'B'
----------------------------------------------------
DBRS finalized its Issuer Rating of B for Cara Operations Limited
(Cara or the Company), after the successful completion of the
Company's refinancing plan late last year, and also finalized its
B rating on Cara's $200 million issue of Senior Secured Second-
Lien Notes, based on a RR4 recovery rating.


CATHOLIC CHURCH: Wilm. Seeks to Sell Bancroft Property for $385K
----------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to issue an order, pursuant to
Section 363 of the Bankruptcy Code:

   (i) authorizing the private sale of a residential real
       property located at 1700 N. Bancroft Parkway, in
       Wilmington, Delaware, to Charles R. Williams and Kelly A.
       Williams for $385,000, and the payment of related closing
       costs, nunc pro tunc to January 7, 2011; and

  (ii) approving the terms of the Sale.

On Feb. 20, 2007, Thomas Braun executed a Revocable Trust
Agreement that directed that any interest he owned in the Property
at the time of his death be transferred to the Diocese, outright
and free from trust.  On March 6, 2007, Mr. Braun executed a Deed
of Gift in favor of the Diocese giving the Diocese half of his
undivided interest in the Property.

Thus, as of the Petition Date, the Diocese had a one-half
undivided interest in the Property as a result of Mr. Braun's
inter vivos gift, James L. Patton, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, informs Judge
Sontchi.

Mr. Braun died subsequent to the Diocese's Chapter 11 filing, and
thereafter, the remaining interest in the Property was transferred
to the Diocese.  The Property was valued at $390,000 at a March
2010 appraisal.

The Buyers and the Diocese entered into a sale agreement, and
went to closing on Jan. 7, 2011, whereupon the Buyers tendered
the purchase price to the Diocese, which received a net of
$359,442.  The Diocese will hold the net amount pending the
outcome of their motion, Mr. Patton relates.

The official committees in the case indicated that they have no
objection to the relief requested, Mr. Patton says.

                  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).


CELL THERAPEUTICS: No Longer Well-Known Seasoned Issuer
-------------------------------------------------------
Cell Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. l to a Form S-3
registration statement under the securities act of 1933.  The
Post-Effective Amendment is being filed because the Company
expects that it will no longer be a well-known seasoned issuer --
as such term is defined in Rule 405 under the Securities Act of
1933, as amended -- upon the filing of its Annual Report on Form
10-K for the year ended Dec. 31, 2010.  The reason the Company
expects that it will no longer be a well-known seasoned issuer is
because the worldwide market value of its outstanding common stock
held by non-affiliates is expected to be less than $700 million at
the time of that filing.  Accordingly, the Company is filing this
Post-Effective Amendment for the purpose of adding the disclosure
in the Registration Statement required for a registrant other than
a well-known seasoned issuer.

The Form S-3 prospectus relates to the Company's offering of
$150,000,000 common stock, preferred stock, debt securities,
warrants, rights and units.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the MTA stock market in Italy under the symbol "CTIC."  On
Feb. 14, 2011, the last reported sale price of the Company's
common stock on The NASDAQ Capital Market was $0.34.  The Company
does not expect its preferred stock, debt securities, warrants,
rights or units to be listed on any securities exchange or over-
the-counter market unless otherwise described in the applicable
prospectus supplement.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Sept. 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CELL THERAPEUTICS: 2010 Audit Report Contains Going Concern Doubt
-----------------------------------------------------------------
Cell Therapeutics, Inc., reported its financial results for the
year ended Dec. 31, 2010.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

The Company reported a net loss of $19.72 million on $0 revenue
for the three months ended Dec. 31, 2010, compared with a net loss
of $27.38 million on $20,000 of total revenue during the same
period in 2009.

The Company reported a net loss of $82.6 million on $319,000 of
revenues for 2010, compared with a net loss of $95.4 million on
$80,000 of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $53.6 million
in total assets, $45.3 million in total liabilities, $13.4 million
in common stock purchase warrants, and a stockholders' deficit of
$5.1 million.

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

               http://researcharchives.com/t/s?73c6

                   Company Pleased with Progress

CTI said in a statement announcing the 2010 results that that its
key accomplishments for the year are:

  * Pediatric Investigation Plan and MAA seeking approval for
    pixantrone for the treatment of adult patients with multiply
    relapsed or refractory aggressive non-Hodgkin's lymphoma
    ("NHL") was validated and accepted for review by the PedCo and
    the European Medicines Agency ("EMA").

  * Initiated the dispute resolution process with the Office of
    New Drugs of FDA regarding our NDA for pixantrone.

  * Reported pixantrone PIX301 end-of-study results demonstrating
    continued improvement in the clinical trial's primary and
    secondary endpoints with increased statistical confidence
    around prespecified endpoint results.

  * Submitted proposed study design for PIX306 pivotal study to
    the newly created Division of Hematologic Products at FDA for
    review.

  * The Mayo Clinic's clinical trial network, the North Central
    Cancer Treatment Group ("NCCTG"), initiated patient enrollment
    in two phase II programs conducted by the NCCTG: one clinical
    trial with pixantrone in metastatic breast cancer and one
    clinical trial using brostallicin in triple negative
    metastatic breast cancer.

  * CTI's lead bisplatinate compound advances through process
    development toward preclinical/phase I testing. This product
    is a novel agent in the platinate class which is one of the
    most commonly used chemotherapeutic class.

  * Received gross proceeds of $96.1 million in 2010 related to
    financing activities.

   * Retired all convertible debt due in 2010.

"We are pleased with the progress made on our pixantrone MAA in
Europe since it was validated in December 2010, and as it
undergoes active review.  This quarter we plan to meet with the
U.S. Food and Drug Administration's (the "FDA") Office of New
Drugs to discuss our appeal to the FDA for our New Drug
Application ("NDA") for pixantrone as well as to reach final
agreement on the design and regulatory utility of our planned
pivotal trial," said James A. Bianco, M.D., Chief Executive
Officer of the Company.  "These developments coupled with our
efforts to expand our pipeline by in-licensing a novel phase III
drug candidate promise to make the next several months exciting."

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

              http://ResearchArchives.com/t/s?73d2

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.celltherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company is currently focusing its efforts on Pixuvri
(pixantrone dimaleate), or Pixuvri, OPAXIO(TM) (paclitaxel
poliglumex), or OPAXIO, brostallicin and bisplatinates



CFRI/GREENLAW: Wants Plan Filing Deadline Extended to May 16
------------------------------------------------------------
CFRI/Greenlaw Dyer Road, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to enter an order extending its
exclusivity periods for filing and gaining acceptance of a plan
for reorganization, extending the court ordered deadlines to file
a plan and disclosure statement, and extending the date by which
the Debtor will serve notice to prepetition creditors advising of
the bar date.

The Debtor asks that its exclusive right to file a plan and gain
acceptance of a plan be extended to May 16, 2011, and July 18,
2011, respectively.   The Debtor asks that the court-ordered
deadlines for filing and gaining acceptance of a plan be extended
to May 16, 2011, and July 18, 2011, respectively.  The Debtor also
asks that the Court extend the date by which the Debtor will serve
notice to prepetition creditors advising of the bar date through
and including May 16, 2011.

The Debtor is currently attempting to ascertain the amounts owed
to certain creditors and whether these amounts were incurred prior
to the appointment of Federal Deposit Insurance Corporation, the
receiver.  "This task was made more difficult because, prior to
the petition date, all documents and records for the Property had
been transferred to the Receiver, the Receiver had employed the
assistance of a property manager for the property and many of the
customer accounts had been transferred into the name of the
Receiver," the Debtor says.  According to the Debtor, certain of
the creditors were confused by this process and it appears that
amounts may have been billed to both the Receiver accounts and the
Debtor accounts.  The Debtor has had a difficult time obtaining
full documentation and reconciliation from these particular
creditors.

"To further complicate the matter, the Debtor was faced with a
situation where two property managers and a receiver had
maintained books and records for the Property over the course of a
three month period.  Reconciling these three separate sets of
books and records and negotiating with certain creditors has
created much confusion," the Debtor states.

Santa Ana, California-based CFRI/Greenlaw Dyer Road, LLC, is a
Delaware limited liability company that was formed on June 25,
2007.  Its principal asset is a commercial building located at
2001 East Dyer Road, Santa Ana, CA 92705, which consists of
approximately 366,471 square feet of industrial space, including
office and data center uses, located on 19.1 acres of land.

CFRI/Greenlaw filed for Chapter 11 bankruptcy protection on
July 8, 2010 (Bankr. C.D. Calif. Case No. 10-19345).  Howard J.
Weg, Esq., David B. Shemano, Esq., and Lorie Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, serve as the
Debtor's bankruptcy counsel.  The Debtor disclosed $30,101,904 in
total assets and $33,610,022 in total liabilities.


CIT GROUP: DBRS Confirms Issuer Rating of 'B'
---------------------------------------------
DBRS, Inc. (DBRS) has commented that the ratings of CIT Group Inc.
(CIT or the Company), including its Issuer Rating of B (high),
remain unchanged following the Company's announcement of financial
results for 4Q10 and for full year 2010.  The trend on all long-
term ratings is Positive, while the trend on the short-term
ratings is Stable.

CIT's 2010 results demonstrate the Company's progress towards
restoring the franchise, improving the funding profile, and
strengthening the balance sheet.  The results evidence good
momentum across the franchise.  During 4Q10 CIT funded
$1.5 billion of new lending and leasing volumes, evidencing a
41% increase over the prior quarter.  New business originations
increased in three of the Company's four commercial segments,
while in Trade Finance total factoring volume was stable at
$7.0 billion.  Moreover, illustrating the progress CIT is making
in transforming its funding model to a more "bank-centric" funding
model, more than half of the quarter's U.S. funded volume was
originated and funded by CIT Bank.  DBRS sees the positive
trajectory in new business volumes as demonstrating that the
Company continues to advance its plans designed to restore the
franchise and customer confidence in the Company post-
reorganization.

While the franchise is gaining strength, it is yet to translate
to underlying profitability.  For 4Q10, CIT reported net income,
on a GAAP basis, of $74.8 million compared to $115.8 million in
the prior quarter.  For the full year 2010, net income was
$516.8 million.  However, net income benefited from FSA accretion
income, which totaled $289 million for 4Q10 and $1.5 billion 2010.
While CIT reported positive results, DBRS looks to underlying
earnings, which excluding FSA accretion income, and other one
time charges such as restructuring charges and gains on sale of
assets.  In this light, CIT's results evidenced a pre-tax loss of
$247.4 million, widening from a pre-tax loss of $187.4 million in
the prior quarter.  The wider underlying loss in 4Q was partially
driven by higher prepayment penalties related to the redemption
of debt.  Moreover, earnings were reduced by a $17.3 million
increase in provisions for loan losses, however, the increase
was attributable to the refinement in charge-off practice and
impairments recognized on assets transferred to held for sale.
CIT also reported lower net interest income, due to margin
compression and portfolio contraction.

Margins, excluding FSA and the effect of prepayment penalties on
high-cost debt, fell 39 basis points from the prior quarter to
0.56%.  Approximately half of the decrease was attributable to the
timing of aircraft redeployments and lower renewal rates in the
railcar business, while the remainder was driven by the high
quantum of liquidity on the balance sheet and the sale of high-
yielding, higher-risk assets in Vendor Finance.  DBRS expects
margins to improve as the impact of from the aircraft timing issue
reverses.  Moreover, DBRS sees margins improving as the benefits
of the lower cost funding base are realized and as the production
of new business volume accelerates; however, DBRS recognizes that
this process will take time.

Asset quality continues to evidence stabilization. Non-accrual
loans, excluding FSA accounting, decreased 22% to $2.0 billion at
year end.  Importantly, for the second consecutive quarter, the
pace of new inflows into non-accrual status decreased
substantially, suggesting longer-term improvement in asset
quality.  Although, on a pre-FSA basis, gross charge-offs
increased from the prior quarter to $306 million, or 4.30% of
average finance receivables, the primary driver of this increase
was the aforementioned change in charge-off policy.  Coverage
ratios, including the FSA accretable discount, remain solid at 98%
of non-accrual loans.  CIT has $372.2 million of non-accretable
discount (marks) which provides additional cushion from potential
losses on the pre-emergence loan portfolio.  Given the challenging
environment for small and middle market businesses, DBRS views the
trends in the performance of the loan portfolio as illustrating
the Company's sound underwriting and servicing abilities.
Further, DBRS sees the trends as illustrating the continued
progress in removing risk from the balance sheet.

CIT continues to make progress in strengthening its funding
profile.  During 4Q10, CIT redeemed $1.4 billion of high-cost
debt bringing the total redeemed or refinanced in 2010 to over
$7.0 billion.  Further, subsequent to year-end, CIT redeemed
the remaining $750 million of 10.25% Series B Notes and redeemed
$500 million of the 7% Series A Notes, the result of which was
to remove a significant portion of higher cost debt, yet more is
required, as the presence of high cost debt in the funding stack
continues to weigh on margins.  CIT continues to hold significant
cash balances with total cash of $11.0 billion, or 22% of total
assets.  Capital continues to exceed regulatory requirements with
a Tier 1 capital ratio of 19.1% and a total capital ratio of 20.0%
at the end 2010.

The Positive trend reflects DBRS's expectations that the Company
will continue to make progress in improving and diversifying its
funding profile, expanding the role of CIT Bank, and restoring
growth in the Company's four core business segments, while
restoring underlying profitability.  Indeed, the ability to
generate sustained underlying profitability could result in upward
ratings pressure.


CMP SUSQUEHANNA: Moody's Reviews 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's placed the ratings of CMP Susquehanna Corp. on review for
a possible upgrade following the announced terms of the proposed
acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by
Cumulus Media Inc. Note that on January 31, 2011, Cumulus Media
Inc. announced that it will acquire the remaining 75% equity stake
of CMP that it does not currently own.  As a result, Moody's
currently treats CMP as an unrestricted subsidiary of Cumulus, and
CMP's debt will be placed on review for upgrade based on the
benefits of the Citadel transaction to Cumulus/CMP's financial
profile and expected refinancing of CMP's existing credit
facilities and notes.

Moody's believes that the potential for lower leverage, synergies
and favorable diversification from the proposed acquisition
improves the financial profile of Cumulus/CMP.  The acquisition
terms include a $500 million equity infusion, and Moody's expect
Cumulus/CMP's Moody's adjusted debt/EBITDA leverage will decrease
by more than 2 turns, from leverage of 9.5x for the LTM ending
September 30, 2010 for CMP (including Moody's standard
adjustments).

On Review for Possible Upgrade:

Issuer: CMP Susquehanna Corp.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Caa1

  -- 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 3-48%

  -- Senior Subordinated Notes, Placed on Review for Possible
     Upgrade, currently Caa3/LGD 6-96%

Outlook Actions:

Issuer: CMP Susquehanna Corp.

  -- Outlook, Changed To Rating Under Review From Stable

The review of CMP's ratings will focus on improvements in
performance of the combined broadcasters, CMP, Cumulus, and
Citadel, following the addition of numerous markets in addition to
the expected deleveraging of Cumulus/CMP.

Moody's most recent rating action for CMP was on June 30, 2010.
At that time Moody's upgraded CMP's CFR and PDR to Caa1 from Caa3,
upgraded Moody's senior secured credit facilities to Caa1 from
Caa3, and upgraded CMP's subordinated notes due 2014 to Caa3 from
Ca.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly-owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc. and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
32 radio stations in nine metropolitan markets in the U.S. The
company reported revenues of $180 million for the twelve months
ending September 30, 2010.


COLLIER LAND: Debtor & Creditors Have Until April 23 to File Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has, upon consideration of Collier Land & Coal Development, LP, to
continue the deadline to file a disclosure statement and plan, has
ordered that Debtor and any creditor or party-in-interest will
have until April 23, 2011, to file its disclosure statement and
plan in the Debtor's bankruptcy case.

                        About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-22059) on March 25, 2010.  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., assist the Debtor in its restructuring effort.  The
Debtor estimated its assets at 10 million to $50 million and debts
at $1 million to $10 million, as of the petition date.


COLLIER LAND: Taps Alpine Coal as "Finder" to Market & Sell Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has approved the appointment by Collier Land & Coal Development,
LP, of Alpine Coal Company, Inc., to act as "finder" to market and
sell its assets, nunc pro tunc to Jan. 19, 2011, on an interim
basis pending the hearing scheduled for March 4, 2011.

A non-evidentiary hearing on the motion will be held only if
objections are filed on March 4, 2011 at 9:15 a.m. in Courtroom A,
54th Floor, U.S. Steel Tower, 600 Grant Street, in Pittsburgh, Pa.
Objectors must appear at the scheduled hearing.

As "finder", Alpine Coal Company will assist the Debtor in finding
prospective purchasers of its assets but will not assist the
Debtor in sale negotiations and other matters typically required
of a "broker."

Alpine Coal Company has agreed to a fee of no more than 5% of the
cash proceeds from a sale.  Alpine Coal Company will receive no
portion of any non-cash proceeds.

To the best of the Debtor's knowledge, Alpine Coal Company
represents no interest adverse to it and its estate in the matters
upon which they are to be engaged and that the employment of
Alpine Coal Company would be in the best interest of its estate.

                        About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-22059) on March 25, 2010.  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., assist the Debtor in its restructuring effort.  The
Debtor estimated its assets at 10 million to $50 million and debts
at $1 million to $10 million, as of the petition date.


COMMERCIAL VEHICLE: Reports $3.98-Mil. Profit in 4th Quarter
------------------------------------------------------------
Commercial Vehicle Group, Inc., reported net income of
$3.98 million on $158.07 million of revenue for the three months
ended Dec. 31, 2010, compared with a net loss of $23.74 million on
$135.72 million of revenue during the same period a year ago.

The Company also reported net income of $6.49 million on $597.78
million of revenue for the twelve months ended Dec. 31, 2010,
compared with a net loss of $81.53 million on $458.57 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$286.21 million in total assets, $286.32 million in total
liabilities, and a $112,000 stockholders' deficit.

"Our revenues for the fourth quarter of 2010 were the highest
levels we have seen since the fourth quarter of 2008, offering
further evidence of our end market recovery and new business
achievements," said Mervin Dunn, President and Chief Executive
Officer of Commercial Vehicle Group.  "Despite an expected
reduction in our military business this past quarter, we continue
to see upward movement in our other key end markets such as heavy-
duty truck and construction.  These trends, along with our recent
acquisition of Bostrom Seating, are positive signs of our
flexibility and financial strength as we move forward," added Mr.
Dunn.

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

              http://ResearchArchives.com/t/s?73d3

                 About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.


CONEX INT'L: Wells Fargo File Involuntary CH 11 Against Firm
------------------------------------------------------------
NetDockets reports that involuntary chapter 11 bankruptcy
petitions against Conex International, LLC and Advantage Blasting
& Coating, Inc. wrere filed two days after KYTX-CBS 19 of Tyler,
Texas and The Beaumont Enterprise each reported that Conex had
ceased its operations.

According to the Company's Web site, Conex "is a performance-
driven company offering mission critical services for the
refining, petrochemical, and other process industries."

As reported in yesterday's Troubled Company Reporter, Conex
International LLC and affiliate Advantage Blasting & Coating Inc.
were hit with involuntary Chapter 11 petitions (Bankr. D. Del.
Case Nos. 11-10502 and 11-10503) filed on Feb. 20 in Delaware by
three lenders owed $97.3 million.

Beaumont, Texas-based Conex provides plant maintenance and
construction services for the refining and petrochemical
industries.

The lenders who filed the petitions are Wells Fargo Bank NA, Bank
of Montreal, and The Prudential Insurance Co. of America.
NetDockets relates that the basis for all three claimants is
identified as Conex's default on one or more credit agreements.

The Petitioners are represented by:

    Stuart M. Brown, Esq.
    EDWARDS ANGELL PALMER & DODGE LLP
    919 N. Market Street, 15th Floor
    Wilmington, DE 19801
    Tel: (302) 777-7770

       - and -

    Randall L. Klein, Esq.
    GOLDBERG KOHN LTD
    55 E. Monroe Street, Suite 3300
    Chicago, IL 60603
    Tel: (312) 201-4000


CONSTAR INT'L: Gets Court OK of Reorganization Plan Outline
-----------------------------------------------------------
Constar International Inc. disclosed that the United States
Bankruptcy Court for the District of Delaware approved the
Disclosure Statement related to its Joint Plan of Reorganization.
Now that it is approved, the Disclosure Statement will be
disseminated to parties in interest for consideration and voting.

Grant H. Beard, Constar's President and Chief Executive Officer,
noted "we are gratified that the Bankruptcy Court has approved our
disclosure statement for solicitation and voting, and continue to
appreciate the speed with which the Bankruptcy Court has permitted
our pre-arranged chapter 11 case -- which enjoys the support of
the vast majority of our capital structure creditors -- to
proceed."

The Bankruptcy Court has scheduled the confirmation hearing
related to its Joint Plan of Reorganization for April 25, 2011. If
the Joint Plan is confirmed, Constar anticipates emerging from
chapter 11 no later than June 1, 2011.

                   About Constar International

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

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

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

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

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

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


COOPER TIRE: Moody's Raises Corporate Family Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service raised Cooper Tire & Rubber Company's
Corporate Family and Probability of Default Ratings to B1 from B2.
In a related action the ratings of the company's unsecured notes
were raised to B2 from B3.  The company's Speculative Grade
Liquidity Rating was raised to SGL-2.  The rating outlook remains
stable.

Ratings raised:

  -- Corporate Family Rating, to B1 from B2;

  -- Probability of Default, to B1 from B2;

  -- Senior unsecured Notes, to B2 (LGD4, 63%) from B3 (LGD4,
     64%);

  -- Shelf filing for unsecured notes, to (P)B2 (LGD4, 63%) from
     (P)B3 (LGD4, 64%);

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

                         Rating Rationale

The B1 Corporate Family Rating balances Cooper Tire's demonstrated
improvement in credit metrics over recent quarters against ongoing
industry risks of increasing raw material costs and the potential
for an increasingly competitive environment.  Cooper Tire's
improving operating performance has been supported by pent up
replacement tire demand and increasing passenger car miles-driven.
Restructuring actions, including the closure of the company's
Albany, Georgia plant and workforce reductions in Europe have
also supported improved profitability.  Cooper Tire's LTM
EBIT/interest expense (including Moody's standard adjustments)
as of September 30, 2010 was about 3.4x and free cash flow/debt
approximated 11.5%.  While these metrics are somewhat strong for
the B1 rating, Moody's notes that the company could face headwinds
from the continuing trend of rising energy and raw material costs,
including rubber and synthetic rubber.  Moreover, duties on
imported tires which were assessed beginning in 2009 are slated to
decrease over a three year period and fully expire by 2012.  As a
result, domestic tire makers, including Cooper Tire, are likely to
face increased competitive pressures which could offset the recent
success they have enjoyed in assessing price increases to offset
material cost increases.  The ratings accommodate some potential
for these risks to curtail margins over the intermediate term, but
anticipate that Cooper Tire will maintain financial metrics that
support the B1 ratings.

The stable rating outlook incorporates Moody's view that Cooper
Tire should continue to benefit from expected growth in tire
demand and its well established position in the North American
tire industry.  However, the ability of the company to continue to
implement pricing actions sufficient to offset rising raw material
costs is expected to be a risk along with the potential for
increased competition from larger industry participants.

Cooper Tire's Speculative Grade Liquidity rating of SGL-2
indicates a good liquidity profile over the near-term supported by
cash balances and availability under the company's ABL revolving
credit facility.  Cash balances at September 30, 2010 approximated
$347 million.  The company maintains a $200 million asset based
revolving credit facility that is governed by a borrowing base
formula on receivables and inventory, and a $125 million accounts
receivable securitization facility.  These lines were undrawn as
of September 30, 2010.  However, Moody's notes that the accounts
receivable securitization matures in August 2011 and is not viewed
as a long term source of liquidity for rating purposes.  The asset
based revolving credit facility matures in November 2012 and does
not have material financial maintenance covenants.  Expected tire
demand and ongoing pricing actions are anticipated to contribute
to Cooper Tire's positive free cash flow over the near-term, after
capital expenditures and dividends.  While Copper Tire's short-
term debt related to its Asian joint venture operations requires
periodic refinancing, this debt has historically has been financed
locally and is expected to continue to follow this pattern.  The
company is also exposed to a put option related to its Cooper
Chengshan Tire operation.  The joint venture partner could put its
interest to Cooper Tire, valued at approximately $45 million under
a put option that expires in December 2011.  Despite these
potential liquidity calls, Moody's believes that Cooper maintains
good financial resources from existing cash balances, free cash
flow generation, and committed borrowing availability to meet any
potential needs.

Cooper Tire's revolving credit facility is not rated.

The last rating action was on January 11, 2010 when the Corporate
Family Rating was raised to B2.

Cooper Tire & Rubber Company, headquartered in Findlay, OH, is the
fourth largest tire manufacturer in North America and is focused
on the replacement markets for passenger cars and light and medium
duty trucks.  Revenues in FY 2009 were approximately $2.9 billion.


CPI INTERNATIONAL: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on CPI International Inc. to 'B' from 'B+'
and removed the rating from CreditWatch, where it was placed on
Dec. 1, 2010, with negative implications.  The outlook is stable.
S&P also withdrew the ratings on CPI's existing debt as well as
the corporate credit rating on Communications & Power Industries
Inc., the issuer.

The rating reflects Palo Alto, Calif.-based CPI's higher leverage
following its acquisition by Veritas, its small scope of
operations, and its exposure to some cyclicality and variability
in demand in some of its end markets.  The company's solid market
positions (albeit in small niche markets) and good profit margins
somewhat offset these factors.  Credit protection measures will
deteriorate following the company's acquisition by Veritas, with
debt to EBITDA increasing to almost 6x on a pro forma basis from
the previous 3.2x.  Pursuant to its criteria, S&P characterize
CPI's business risk profile as fair and its financial risk profile
as highly leveraged.

CPI produces vacuum electron devices and power and control
products for commercial and defense applications requiring high-
power and/or high-frequency power generation such as radar,
electronic warfare, satellite communications, and certain medical,
industrial, and scientific applications.  The global economic
downturn and delays in orders for some defense programs in the
firm's largest market -- radar and electronic warfare -- hurt
sales and earnings in fiscal 2009 (ended Oct. 2, 2009).  But
conditions in all markets began to stabilize or improve in the
second half of 2009, and the momentum carried into fiscal 2010,
reflecting continued economic strengthening and solid defense
spending.  Operating margins (before depreciation and
amortization) are currently about 17% compared with the peak
of about 20% in 2007.

The outlook is stable.  S&P believes the company will generate
sufficient cash flow to reduce debt during the coming year.  S&P
could raise the rating one notch if the company repays debt and
generates greater-than-expected earnings, such that debt to EBITDA
falls to 5x or lower.  However, given the current debt level and
the potential for small acquisitions, S&P does not believe credit
measures will improve enough to warrant an upgrade in the coming
year.  Given the likelihood of debt repayment over the coming
year, it is unlikely that S&P would lower the ratings.  However,
S&P could do so if unanticipated operating issues, acquisitions,
or a change to a more aggressive financial policy led S&P to
believe that debt to EBITDA would increase to more than 6.5x and
stay there for an extended period.


CRYSTAL CATHEDRAL: Daughter Denies Using Tax Exempt Allowances
--------------------------------------------------------------
Deepa Bharath at the Orange County Register reports that the Carol
Schuller Milner, daughter of Crystal Cathedral founder Robert H.
Schuller, and her husband, Tim Milner, said they never used tax
exempt housing allowances to pay for their home in Boulder,
Colorado.

Ms. Milner and her husband put the house up for sale two weeks ago
for $2.3 million, notes the Register.  The couple bought the
7,000-square-foot Tudor mansion for $1.05 million in 2004.  That
purchase was not funded by money from the Crystal Cathedral, but
by the couple's own real estate investments, the Register quotes
Ms. Milner as stating.

According to the report, the Crystal Cathedral's Chapter 11
bankruptcy filings showed that $832,940 in housing allowances were
given to the families of all five children of the megachurch's
founder Robert H. Schuller as well as a few top executives. The
generous housing allowances have been challenged by bankruptcy
court officials and a hearing about insider salaries has been
scheduled for March 10.

The Register relates that documents showed that $832,940 in
housing allowances were given to the families of all five children
of the megachurch's founder Robert H. Schuller as well as a few
top executives including the recently retired Chief Financial
Officer Fred Southard.  Ms. Milner said she and her husband have
never been part of the decision-making process in the church.
But, she says, the housing allowances were "absolutely justified"
because everyone who was given an allowance was qualified for the
job and always did above and beyond what they were required to do.

                      About Crystal Cathedral

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

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


D&DAND ASSOCIATES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: D&Dand Associates, LLC
        P.O. Box 48291
        1801 W Broadway, Spokane
        Spokane, WA 99228

Bankruptcy Case No.: 11-00785

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Bruce R. Boyden, Esq.
                  LAW OFFICES OF BRUCE R. BOYDEN
                  621 W Mallon, Suite 607
                  Spokane, WA 99201
                  Tel: (509) 327-3457
                  Fax: (509) 327-9951
                  E-mail: BRBat509@aol.com

Scheduled Assets: $650,230

Scheduled Debts: $1,745,009

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/waeb11-00785.pdf

The petition was signed by Dennis Nelson, managing partner.


DEAN FOODS: S&P Gives Negative Outlook; Affirms 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Dallas-based Dean Foods to negative from stable, and
affirmed its 'B+' corporate credit rating on the company.  At
Dec. 31, 2010, Dean Foods had approximately $4.1 billion of total
debt outstanding.

"S&P revised its outlook on Dean Foods to negative from stable,
reflecting its belief that the company's near-term operating
performance may be pressured by rising input costs, resulting in
potential pressure on its financial covenant cushion," said
Standard & Poor's credit analyst Jeffrey Burian.  S&P believes the
industry outlook for continued rising prices in the near-term for
raw milk and other commodity inputs is likely to have a negative
effect on the operating results of Dean Foods and other dairy
processors if they are unable to effectively pass along these
increased costs.

S&P's ratings on Dean Foods reflect its view that the company has
a fair business risk profile, due to its exposure to U.S. dairy
industry conditions which include reduced demand and a shift by
consumers away from higher margin branded milk sales in response
to aggressive retailer price discounting of private-label milk.
Dean Foods benefits from its position as the leading national
dairy company in the U.S., with close to a 40% market share, with
a portfolio of national, regional, local, and private-label brands
also with solid regional market positions.  S&P characterize Dean
Foods' financial risk profile as highly leveraged based on the
company's highly leveraged capital structure and aggressive
financial policies.

Dean Foods is the leading U.S. processor and distributor of
branded dairy products with solid positions in ice cream and other
dairy products, including plant-based beverages and organic milk
products.  Dean Foods' distribution network is extensive and
covers all channels, including grocery and club retailers, drug
and mass merchandisers, convenience stores, and food service.  The
company's refrigerated direct-store delivery system (approximately
5,800 company-owned routes) and/or its national distribution
system serve these channels.  In light of the current retail
pricing environment for milk, characterized by heavy retailer
discounting of private label brands and consumer sentiment to
trade down in a weak economy, S&P believes that in the near term,
Dean Foods will accelerate its cost-savings initiatives to stem a
further erosion in profitability resulting from this mix shift
toward lower margin private-label product.


DELTA AIR: Moody's Assigns 'Ba2' Rating to Senior Secured Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 senior secured rating to
the planned $250 million first lien term loan due 2016 arranged by
Delta Air Lines, Inc.  Delta is re-financing the term loan to
extend the maturity date by about three years, with no change to
the amount borrowed.  Delta's other debt ratings are unaffected.

Assignments:

Issuer: Delta Air Lines, Inc.

  -- $250 million Senior Secured Term Loan, Ba2, 19 - LGD2

                        Ratings Rationale

The B2 corporate family rating for Delta considers the company's
leading market position in the global passenger airline sector,
improving operating results and good liquidity.  The outlook is
stable.

The last rating action was on February 7, 2011, when Moody's
assigned Ba2 ratings to the separate B-tranches of Delta's Pass
Through Certificates, Series 2010-1 and Series 2010-2 of their
respective 2010 Pass Through Trusts issued by Delta.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's largest airline, providing scheduled air transportation
for passengers and cargo throughout the U.S. and around the world.


DENBURY RESOURCES: S&P Downgrades Ratings on Senior Debt to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue
ratings on Denbury Resources Inc.'s senior subordinate debt to
'BB-' from 'BB' and revised the recovery ratings on this debt to
'5', indicating S&P's expectation for modest recovery (10% to 30%)
in the event of a payment default, from '4'.

S&P announced on Feb. 3, 2011, that S&P had assigned a 'BB-'
issue-level and '5' recovery rating to Denbury's proposed
$350 million senior subordinate notes due 2021.  Although the
company upsized this offering to $400 million, it does not affect
the issue level or the recovery rating.  Denbury is using proceeds
from this issue, along with cash on its balance sheet, to tender
for $225 million of senior subordinated notes maturing in 2013 and
$300 million of senior subordinated notes maturing in 2015.  As of
Sept. 30, 2010, Denbury had $3 billion of Standard & Poor's
adjusted debt.

S&P's ratings on Denbury, an oil and gas exploration and
production company, reflect the capital-intensive, high-cost
nature of its tertiary oil operations, its somewhat aggressive
leverage, and negative free cash flow expectations for 2011.
Ratings also reflect its focus on oil, its strong hedge position,
and its lower risk exploitation strategy.  S&P characterize the
business profile as fair and the financial risk profile as
aggressive.

                           Ratings List

                      Denbury Resources Inc.

            Corporate credit rating      BB/Stable/--

                         Revised Ratings

                      Denbury Resources Inc.

                                         To        From
                                         --        ----
            Senior subordinate debt      BB-       BB
             Recovery rating             5         4


DENNEY FARMS: Wants Plan Filing Period Extended by 60 Days
----------------------------------------------------------
Denney Farms asks the U.S. Bankruptcy Court for the Northern
District of California to extend its exclusive right to file a
Chapter 11 Plan for a minimum of 60 days (reckoned from the date
of the order) as it is currently attempting to negotiate with its
largest creditor, Farm Credit West, PCA, on the terms for the
continuation of the the business, the business operations that
would be suitable for both parties, and a feasible plan on the
debt owed.  Moreover, the Debtor says it is currently studying its
options should the motion of Farm Credit for relief of stay be
granted or denied by the Court.

The hearing on the motion has been continued per stipulation to
March 1, 2011, at 1:45 p.m.

                        About Denney Farms

Bradley, California-based Denney Farms, a California Limited
Partnership, produces wine grapes on over 1,000 acres of vineyards
in south Monterey County.  The Company filed for Chapter 11
bankruptcy protection on Sept. 17, 2010 (Bankr. N.D. Calif. Case
No. 10-59704).  Paul W. Moncrief, Esq., at Johnson & Moncrief,
PLC, in Salinas, Calif., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


DEUCE INVESTMENTS: Confirmation Hearing Continued to April 28
-------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has continued to April 28,
2011, at 9:30 a.m., the hearing to consider the confirmation of
Deuce Investments, Inc.'s Plan of Liquidation.

As reported in the Troubled Company Reporter on August 4, 2010,
the Debtor's Plan proposes to pay its creditors under the Plan
through the liquidation of all of its real and personal property.

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

                  About Deuce Investments, Inc.

Clayton, North Carolina-based Deuce Investments, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 10-
01083) on Feb. 12, 2010.  Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., assists the Company in its restructuring effort.
The Company scheduled assets of $17,334,282, and total debts of
$21,297,698 as of the bankruptcy filing.


DIETRICH'S SPECIALTY: U.S. Trustee Wants Ch. 11 Case Dismissed
--------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
dismiss Dietrich's Specialty Processing, LLC's Chapter 11
bankruptcy case or convert it to Chapter 7.

The Court will hold a hearing on the U.S. Trustee's request on
March 24, 2011, at 11:00 a.m.

"On the date this motion is scheduled to be heard, the Debtor's
case will have been pending before this Court for over nine months
without the filing and or approval of a disclosure statement
and/or plan of reorganization," the U.S. Trustee says.

According to the U.S. Trustee, the Debtor has also failed to
remain current with the filing of its monthly operating reports.
To date, the operating reports for the months of October and
November 2010, are past due, and the report for the month of
December 2010, will be due prior to the hearing on this motion.

The U.S. Trustee says that the Debtor has also failed to remain
current with its post-petition financial obligations including,
but not necessarily limited to their mortgage payments and the
fees due and owing.  The U.S. Trustee is unable to determine the
amount of the fees outstanding.

"Upon further information and belief, the Debtor is
administratively insolvent, continues to operate at a loss post-
petition, and continues to accrue administrative expenses as a
result of these losses," the U.S. Trustee states.

Reading, Pennsylvania-based Dietrich's Specialty Processing, LLC,
owns a facility located in Reading, Pennsylvania, that was built
in 2007.  The facility is currently in operation as a versatile
contract spray drying and processing facility.  The facility is
set up for short production runs and customized ingredient
formulations, which include infant formulas and flavor extracts.

Dietrich's Specialty filed for Chapter 11 bankruptcy protection on
May 10, 2010 (Bankr. E.D. Pa. Case No. 10-21399).  Dexter K. Case,
Esq., at Case, DiGiamberardino & Lutz, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
liabilities at $10 million to $50 million.


DIETRICH'S SPECIALTY: Wants to Sell Assets to Bluegrass
-------------------------------------------------------
Dietrich's Specialty Processing LLC asks for authorization from
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to sell or transfer certain assets of the Debtor to Bluegrass
Specialty Processing, LLC, for $4.10 million.

The Debtor also wants to sell or transfer the real property
located at 61 Vanguard Drive, Reading, Pennsylvania.

The Debtor has entered into an asset purchase agreement dated
Feb. 11, 2011, with BSP for the sale of the assets.

The Debtor engaged Penn Hudson Financial Group Inc. as its
financial advisor, which has assisted the Debtor with its
marketing efforts by identifying and contacting probable
candidates believed by the Debtor to have a reasonable degree of
interest in the assets/customer base and possible intellectual
property of the Debtor.

                    Sale of Business Assets

BSP will acquire for $4.10 million all of the assets of the
business including, without limitation, all intellectual property,
formulas, permits, licenses, and general intangibles, but
excluding the land and building.

At Closing, BSP will assume certain liabilities, including the
liabilities and obligations arising after the Closing Date under
designated contracts and open customer orders.  Should any cure
costs arise under the designated contracts, or under the open
customer orders, the purchase price balance will be reduced by the
aggregate amount of the cure costs.

The amount of $4.10 million was paid by BSP upon delivery of the
BSP APA to Debtor's counsel, Case, DiGiamberardino & Lutz, P.C.,
as escrow agent, which Deposit will be held by Escrow Agent and
released to the Debtor at the Closing.  The balance of the
purchase price, $3.69 million, less the aggregate amount of the
cure costs (the purchase price balance), will be paid by BSP to
Debtor by wire transfer of immediately available funds at the
Closing.

Subsequently, BSP made an offer to purchase the Real Estate for
$1 million.  The Debtor believes that $1 million is a reasonable
price for the Real Estate, particularly because there are no
commissions to be paid.  No separate deposit was paid by BSP in
connection with the BSP APS.

Real estate taxes and other municipal charges will be paid from
the BSP APS proceeds to the extent they prime VIST's lien on the
Real Estate.  Certain taxes and other real estate charges will be
prorated between Debtor and BSP.  The net proceeds after the
foregoing will be paid to VIST on account of its liens against the
Real Estate.

                      Competing Bids Accepted

BSP is entitled to recover its reasonable fees and expenses
(including all legal, accounting and consultancy costs) incurred
in connection with the investigation, negotiation, documentation
and furtherance of the sale up to a maximum amount of $75,000, as
well as a fee equal to three percent of the cash payment
(termination fee) to be earned only in the event that a sale of
the assets to a third party closes and only so long as the BSP is
ready, willing and able to close but for the winning bid of a
third party.

Any competing bid received on or before the date of the hearing on
this motion must exceed the purchase price of $4.1 million for the
assets other than the land and building by a minimum of $198,000,
i.e. the Termination Fee.

The $4.1 million offer from BSP included a proposal to lease the
Debtor's Real Estate from VIST Bank.  VIST Bank filed a motion for
relief from the automatic stay in order to foreclose on the Real
Estate.

                 Assumption & Assignment of Leases

The Debtor seeks authority to assume these leases: (i) copier
lease with Fraser Advanced Information Systems; (ii) telephone
system lease with Mid Penn Bank Leasing Services; and (iii) trash
compactor lease with National Equipment Solutions.

The Debtor further seeks authority to sell, assign and transfer to
BSP, each of the assumed leases in each case free and clear of all
liens; and to execute and deliver to BSP, assignment documents as
may be necessary to sell, assign and transfer the assumed leases.
To Debtor's knowledge, there have been no defaults under the
Designated Contracts.

                     About Dietrich's Specialty

Reading, Pennsylvania-based Dietrich's Specialty Processing, LLC,
owns a facility located in Reading, Pennsylvania, that was built
in 2007.  The facility is currently in operation as a versatile
contract spray drying and processing facility.  The facility is
set up for short production runs and customized ingredient
formulations, which include infant formulas and flavor extracts.

Dietrich's Specialty filed for Chapter 11 bankruptcy protection on
May 10, 2010 (Bankr. E.D. Pa. Case No. 10-21399).  Dexter K. Case,
Esq., at Case, DiGiamberardino & Lutz, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
liabilities at $10 million to $50 million.


DONALD BENSON: Court Denies Confirmation of Amended Plan
--------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied confirmation of the Second
Amended Chapter 11 Plan of Reorganization filed Nov. 2, 2010, by
Donald Benson and Judith Benson, d/b/a SMB Carolinas, Inc.,
f/d/b/a Stone Mill Builders, Inc., saying the Amended Plan fails
to satisfy the feasibility requirements of Section 1129 of the
Bankruptcy Code.  The Debtors also failed to carry their burden of
proof to satisfy the Court that the Amended Plan meets the best
interest of creditors test.  Wells Fargo Bank, National
Association, successor by merger to Wachovia Bank, National
Association, and Branch Banking and Trust Company objected to the
Plan.

A copy of the Court's Feb. 18, 2011 order is available at
http://is.gd/UHlPA0from Leagle.com.

Class XIV of the Amended Plan consists of general unsecured claims
which total approximately $4,794,939 and does not include any
allowed deficiency claims from Classes IX, X, XI and XII.  The
Amended Plan proposes to pay Class XIV claimants $190,000 plus
interest at 3% per annum over a period of two years in equal
quarterly installments of $1,500.  Starting in year three, and for
a period of 15 years thereafter, the payments to Class XIV
claimants increase to equal quarterly installments of $3,687.
Class XIV has voted to reject the Amended Plan.

Based in Leland, North Carolina, Donald Edward Benson and Judith
Benson, d/b/a SMB Carolinas, Inc., f/d/b/a Stone Mill Builders,
Inc., engaged in the business of commercial and residential
construction.  The Bensons filed for Chapter 11 bankruptcy (Bankr.
E.D.N.C. Case No. 09-10540) on Dec. 3, 2009, represented by Dean
R. Davis, Esq. -- allenmac1508@yahoo.com -- at Allen, MacDonald &
Davis, PLLC, in Wilmington, North Carolina.  In their petition,
the Bensons estimated $1 million to $10 million in both assets and
debts.


DOWNSTREAM DEVELOPMENT: Moody's Raises Corp. Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service upgraded Downstream Development
Authority's Corporate Family Rating and Probability of Default to
B3 from Caa1, and its senior secured notes due 2015 rating to B3
from Caa1.  The rating outlook is stable.

These ratings were upgraded:

* Corporate Family Rating -- to B3 from Caa1

* Probability of Default Rating -- to B3 from Caa1

* $197 million senior secured first lien notes due 2015 -- to B3
  (LGD 3, 44%) from Caa1(LGD 3, 44%)

                        Ratings Rationale

"The rating upgrade reflects Downstream Casino's improved credit
metrics over the past year due to better than expected operating
performance combined with Moody's expectations that the stabilized
market condition and continued cost containment effort should help
sustain the credit metrics at current levels," commented Moody's
lead analyst, John Zhao.  Moody's anticipates that the Authority's
debt/EBITDA will remain below 5.0 times in the next 12-18 months.
This compares to nearly 6.2 times at year-end 2009.  Moody's also
expects that market condition to further stabilize and competition
in Downstream's primary feeder markets, Missouri and Arkansas, to
remain fairly limited over the next year.  In addition, Moody's
expect the Authority to maintain its strong EBITDA margin and
generate sufficient cash flow to cover all its cash needs for the
next year, including the tribal distribution, interest payment and
debt amortization.

The stable rating outlook incorporates Moody's expectation that
the Authority's operating performance and credit metrics will not
likely deteriorate nor improve materially in the intermediate
term.  Additionally, it is Moody's opinion that the company would
likely maintain a good liquidity profile and adhere to prudent
distribution policy in the next 12 months.

Rating upside is limited at this time given the Authority's
relatively small size, short operating history and lack of
geographic diversification relative to higher rated gaming
issuers.  The B3 rating is also constrained by Downstream's high
cost of capital, notably the high interest rate on the
subordinated notes that has dampened its cash flow generation.

The Downstream Development Authority is a wholly owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Native American tribe with approximately
3,400 enrolled members.  The Authority operates the Downstream
Casino Resort, a destination casino resort located at the spot
where Kansas, Missouri and Oklahoma meet.


DR. R.C. SAMANTA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dr. R.C. Samanta Roy Institute of Science
          and Technology, Inc.
        902 North Market Street, Suite 704
        Wilmington, DE 19801

Bankruptcy Case No.: 11-10504

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Rebekah M. Nett, Esq.
                  WESTVIEW LAW CENTER, PLC
                  1303 South Frontage Road, Suite 1
                  Hastings, MN 55033
                  Tel: (651) 437-3100
                  Fax: (651) 846-6414
                  E-mail: rnett@westviewlaw.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/deb11-10504.pdf

The petition was signed by Naomi Isaacson, CEO.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
U.S. Aquisitions & Oil Inc.            10-14121   12/22/2010
Midwest Oil of Minnesota, LLC          11-30319   01/19/2011
Midwest Properties of Shawano, LLC     11-10407   02/08/2011


DUKE AND KING: Bid Protocol Approved; April 14 Sale Hearing Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the sale and bidding procedures for the sale of
substantially all of Duke and King Acquisition Corp. and its
affiliated debtors' operating assets.

The assets to be sold consist of the Debtors' 87 BURGER KING(R)
franchise locations and related assets situated in the states of
Minnesota, Illinois, Missouri, Wisconsin, Kansas and Iowa.

The hearing to approve the winning bids at the separate auctions
will be subject for final court approval at a hearing to be held
on April 14, 2011, at 9:30 a.m.

The Debtors may sell Individual Restaurants in regions (Group One)
or in piecemeal (Group Two) through two separate groupings, such
decisions being made to maximize the value to be paid by the
successful bidders for the Sale Assets.

The Group One Auction will take place at 10:00 a.m. on April 11,
2011, at a place as will be designated in writing by the Debtors
in a notice to be given to all Qualified Bidders no later than
April 7, 2011.  The Group Two Auction will take place, subject to
the Debtors' discretion, either immediately following the closing
of the Group One Auction or at 10:00 a.m. on April 12, 2011, at a
place as will be designated in writing by the Debtors in a notice
to be given to all Qualified Bidders no later than April 7, 2011.

A Qualified Bidder that desires to make a bid will deliver written
and electronic copies of its bid to the Debtors' investment banker
at:

     Mastodon Ventures, Inc.
     Attention: Robert Hersch
     515 Congress Ave., Suite 1400
     Austin, TX 78701
     E-mail: rhersch@mastodonventures.com

Copies of such bids must be no later than 5:00 p.m. on or before
April 5, 2011.

The Debtors will make a determination regarding whether a bid is a
Qualified Bid and will notify all Qualified Bidders whether their
bids have been determined to be Qualified Bids by no later than
5:00 p.m. on April 7, 2011.

A complete text of the Approved Sale Procedures is available for
free at http://bankrupt.com/misc/Duke.ApprovedSaleProcecures.pdf

               About Duke and King Acquisition Corp.

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

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

Maslon Edelman Borman & Brand, LLP serves as local counsel to the
official committee of unsecured creditors.  Aaron L. Hammer, Esq.,
and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago,
is the official committee of unsecured creditors' bankruptcy
counsel.  Mesirow Financial Consulting, LLC, serves as financial
advisors of the official committee of unsecured creditors.

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


DUKE AND KING: Receives Final Authority to Use Cash Until May 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
authorized Duke and King Acquisition Corp. and its affiliated
debtors, on a final basis, to use cash generated by the operation
of their businesses to continue to operate their businesses in the
ordinary course of business through May 6, 2011.

The Debtors assert that Bank of America, N.A., Warren Capital
Corporation, the Coca-Cola Company, Duke Manufacturing Company
and/or Meadowbrook Meat Company, Inc. ("MBM," and collectively,
the "Secured Creditors") have a lien on certain non-cash assets of
the Debtors but have no lien on the their cash.  BofA and MBM
assert that the Debtors' cash is cash collateral, the use of which
requires their consent or an order of the Court.  The Court makes
no finding on the issue for purposes of its Final Order.  Rather,
to the extent the Debtors' cash is cash collateral, the
Debtors' use of such cash is authorized and approved on a final
basis.

The Debtors may use such cash: (a) to pay all of the expenses set
forth in a budget up to amounts budgeted, provided, however, that
the Debtors may, if necessary, exceed certain respective line item
amounts in the budget by the following variances: payroll (7%),
food vendors (excluding bread) (10%), A/P ordinary course
checks (7%), rent (7%), sales taxes (10%), employee benefits (7%),
real estate/property taxes (7%), A/P ordinary course - wires (7%)
and professional fees (10%); and (b) to make those payments that
the Debtors are authorized to make pursuant to other orders of the
Court, including allowed amounts due to or on account of
prepetition wages and employee benefits, taxes and fees, critical
vendors, and customer obligations.  Any unused portion of the
variance will carry over to the following week.

As adequate protection for the Debtors' use of BofA's and MBM's
alleged collateral, (a) BofA and MBM are granted replacement liens
in the Debtors' postpetition assets of the same type and nature as
those assets subject to the prepetition liens of BofA and
MBM.

Nothing in the Final Order will operate to waive any of the
Debtors' or the Committee's rights to contest the rights of the
Secured Creditors to receive adequate protection.  Any Replacement
Liens granted to BofA or MBM will be limited to the
diminution in the value of BofA's or MBM's collateral.

A complete text of the Court's Final Order is available for free
at http://bankrupt.com/misc/Duke.cashcollateral.finalorder.pdf

               About Duke and King Acquisition Corp.

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

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

Maslon Edelman Borman & Brand, LLP serves as local counsel to the
official committee of unsecured creditors.  Aaron L. Hammer, Esq.,
and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago,
is the official committee of unsecured creditors' bankruptcy
counsel.  Mesirow Financial Consulting, LLC, serves as financial
advisors of the official committee of unsecured creditors.

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


EASTMAN KODAK: Legg Mason, et al., Hold 12.04% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Legg Mason Capital Management, Inc., and its
affiliates disclosed that they beneficially own 32,365,584 shares
of common stock of Eastman Kodak Company representing 12.04% of
the shares outstanding.  As of Oct. 22, 2010, there were
268,876,597 shares of common stock.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

As reported by the Troubled Company Reporter on January 31, 2011,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Kodak, as well as all related issue-level
ratings on the Company's debt, on CreditWatch with negative
implications.  The CreditWatch placement follows Kodak's fourth-
quarter earnings announcement.  At Dec. 31, 2010, the Company's
cash balance was $1.6 billion -- a decline from $2 billion at
Dec. 31, 2009.  Revenue declined 6% for the year.  Traditional
revenue declined 22%, while digital revenue increased 1% for the
year.  The Company's revenue, earnings, and cash flow in 2010
benefited from one-time intellectual property license
transactions.  S&P doesn't expect IP-related cash flow to recur at
the same level in 2011.  Standard & Poor's credit analyst Tulip
Lim said, "We could lower the rating if we believe that the
Company may not have sufficient liquidity for its needs in 2011
and 2012."


ELITE PHARMACEUTICALS: Midsummer Holds 7.68% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Midsummer Investment Ltd., disclosed that it
beneficially owns 7,486,818 shares of common stock of Elite
Pharmaceuticals, Inc. representing 7.68% of the shares
outstanding.  As of Feb. 11, 2011, the Company had outstanding
106,129,258 shares of common stock, $0.001 par value (exclusive of
100,000 shares held in treasury).

                    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.

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.

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.


ENERGYCONNECT GROUP: Rodney Boucher Owns 8.06-Mil. Common Shares
----------------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Rodney M. Boucher, a director at EnergyConnect Group,
Inc., disclosed that he beneficially owns 8,061,654 shares of
common stock of the Company.  This amount includes 263,158 shares
of common stock that automatically converted on or about April 20,
2007 from 263,157 shares of Series 4 Preferred Stock.  The
automatic conversion was previously reported on the reporting
person's Form 3 filed on October 17, 2005.

                    About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

The Company's balance sheet at July 3, 2010, showed $13.95 million
in total assets, $8.40 million in total current liabilities,
$3.64 million in long-term liabilities, and $1.91 million in
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


EQK BRIDGEVIEW: Court Sets Feb. 25 Hearing on Cash Collateral Use
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
set for hearing tomorrow, Feb. 25, 2011 at 9:30 a.m. at the Earle
Cabell Building, United States Courthouse, 1100 Commerce Street,
14th Floor, in Dallas, Texas:

   1. EQK Bridgeview Plaza Inc.'s Motion for Interim and Final
      Orders Authorizing the Debtor to Use Cash Collateral;

   2. Motion of Noteholder for Relief from Automatic Stay
      filed by Bank of America, N.A., successor by merger to
      LaSalle Bank National Association, as indenture trustee
      under the Indenture, dated Nov. 30, 2006, between Hometown
      Commercial Trust 2006-1 and LaSalle Bank National
      Association, acting by and through Midland Loan Services,
      Inc., as special servicer pursuant to that certain Pooling
      and Servicing Agreement dated Nov. 30, 2006; and

   3. Debtor's Motion to Exchange 12.0717 Acres of Eagle Crest
      Property with 2.961 Acres Owned by Farmers Branch Local
      Government Corporation Pursuant to 11 U.S.C. Sec. 363.

As reported in the Troubled Company Reporter on Oct. 22, 2010, as
of the Petition Date, the Debtor is allegedly indebted to:

   i) Grand Pacific Finance Corp. pursuant to a loan made to the
      Debtor by Grand Pacific on March 24, 2005, in the original
      principal amount of $7,197,000;

  ii) Bank of America, N.A., as indenture trustee under the
      Indenture, dated Nov. 30, 2006, between Hometown Commercial
      Trust 2006-1 and LaSalle Bank National Association, acting
      through its servicer Midland Loan Services, Inc., pursuant
      to a loan originally made to Transcontinental Brewery, Inc.,
      by Hometown Commercial Capital, LLC, on Oct. 13, 2006, in
      the original principal amount of $2,450,000;

iii) Branch Banking & Trust Company pursuant to a loan originally
      made to EQK Windmill Farms, LLC, a Nevada Corporation, by
      Colonial Bank, N.A., on Nov. 17, 2006, in the original
      principal amount of $43,806,786; and

  iv) Grand Pacific pursuant to a loan made to South Cochran
      Corporation by Grand Pacific on or about Jan. 12, 2005, in
      the original principal amount of $3,750,000.

                    About EQK Bridgeview Plaza

Dallas, Texas-based EQK Bridgeview Plaza, Inc., owns various real
estate holdings in multiple states.  Specifically, EQK Bridgeview
owns the Bridgeview Plaza shopping center in La Crosse, Wisconsin;
an office building and warehouse and approximately 12.07 acres of
land behind the office building in Farmers Branch, Texas;
approximately 2,928.441 acres of undeveloped land in Kaufman
County, Texas; and the Dunes Plaza shopping center in Michigan
City, Indiana.

EQK Bridgeview filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054).  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, in Dallas,
assists EQK Bridgeview in its restructuring effort.  In its
amended schedules, EQK Bridgeview disclosed $76,434,528 in assets
and $74,843,867 in liabilities.


EVERGREEN ENERGY: Provides Updates on K-Fuel Technology
-------------------------------------------------------
Evergreen Energy Inc. provided a strategic update regarding the
Company's K-Fuel process.  K-Fuel(R) is a patented coal technology
which upgrades low value sub-bituminous, lignite and brown coals
to high ranking thermal coal quality.  The proven technology
creates a large market for the massive low quality coal resources
that exist globally, and which have not been economical to mine.
Through the K-Fuel(R) process, this coal becomes a saleable
product available to power plants.  Evergreen has a clear timeline
for moving into potential commercial demonstration activities and
realize value from the deployment of K-Fuel(R) process to upgrade
low quality coal reserves.

A copy of a slide presentation is available for free at:

               http://ResearchArchives.com/t/s?73b1

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company's balance sheet as of Sept. 30, 2010, showed
$33.93 million in total assets, $45.04 million in total
liabilities, $3,000 in temporary equity, and a stockholders'
deficit of $11.11 million.

Deloitte & Touche LLP, in Denver, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's recurring losses from
operations and stockholders' deficit.


F & G LEONARD: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: F & G Leonard, LLC
        dba Taberna Country Club
        401 Taberna Way
        New Bern, NC 28562

Bankruptcy Case No.: 11-01297

Chapter 11 Petition Date: February 21, 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

Scheduled Assets: $3,115,874

Scheduled Debts: $3,715,336

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-01297.pdf

The petition was signed by James Frederick Leonard, member-
manager.


FIRST PHYSICIANS: Notifies Late Filing of Quarterly Report
----------------------------------------------------------
First Physicians Capital Group, Inc. informed the U.S. Securities
and Exchange Commission that although its management has been
working diligently to complete all the required information for
its Quarterly Report on Form 10-Q for the fiscal quarter ended
Dec. 31, 2010, and a substantial part of such information has been
completed as of this date, the Company needs additional time to
compile certain information required to be included in the Form
10-Q, and the Company's management does not believe the Form 10-Q
can be completed by the Feb. 14, 2011 prescribed due date without
unreasonable effort and expense.

                       About First Physicians

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

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

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

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


FIRST PHYSICIANS: Provides Fiscal 2011 First Quarter Update
-----------------------------------------------------------
First Physicians Capital Group, Inc., provided in a press release
a strategic and operations update for the Company's first fiscal
quarter ended December 31, 2010.

As communicated in Jan. 2011, FPCG has undertaken several
strategic initiatives to reorganize its operations in response to
local market economic conditions and the expected impact of
changes in healthcare law.  In pursuit of this reorganization, the
Company is divesting underperforming facilities and reducing or
outsourcing administrative functions to better align cost
structures and business volume.  The Company's strategy is
transitioning away from exclusively majority ownership in
healthcare delivery companies to a focus on the opportunistic
retention or acquisition of minority ownership positions.
Additionally, the Company plans on providing healthcare management
services for the Company's facilities in conjunction with
strategic partners and to secure financing for equipment and real
estate used by the Company's healthcare entities.  The Company
will also pursue acquisitions of, investments in, or strategic
partnerships with other companies providing similar services in
its markets.

Since the beginning of the current fiscal year 2011, the Company
has:

     * Completed the sales of The Chandler Clinic in December
       2010 and Johnston Memorial Hospital in Tishomingo in
       January 2011.

     * Entered into Letters of Intent for the complete or partial
       sale of additional operating assets, or for the formation
       of strategic partnerships with respect to its remaining
       portfolio of operating assets.

     * Formed First Physicians Realty Group, LLC, its wholly-owned
       real estate subsidiary, and acquired the real estate
       holdings from its portfolio of Oklahoma assets (Southern
       Plains Medical Group) and related entities.

     * Established a line of credit of up to $1.5 million at First
       Physicians Realty Group.  The Company has received an
       initial deposit of $350,000 with additional borrowings
       subject to final terms and conditions.

     * Continued to focus on bringing its working capital ratios
       closer to preferred industry levels over time by working in
       partnership with new and existing vendors and lenders, and
       removing underperforming operations as a first step.

Preliminary financial highlights for the quarter include:

     * Net Revenue from Services of $8.7 million and EBITDA of
      ($0.6) million.

     * EBITDA before FPCG Corporate Overhead of ($0.1) million.

     * Pro Forma EBITDA before FPCG Corporate Overhead of $0.5
       million.  Pro Forma EBITDA factors in adjustments made for:
       1) sales of The Chandler Clinic and Johnston Memorial
       Hospital; 2) reduction in back office and administrative
       functions as part of these sales; and 3) removal of non-
       recurring and transaction-related expenses in remaining
       assets.

While the Company believes that its financial performance, working
capital position, and liquidity ratios may improve as it completes
the potential transactions currently in LOI, there can be no
guarantee of success.  Such success is contingent upon completing
certain transactions and related financings currently under
review.

                      About First Physicians

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

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

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

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


FIRST UNITED ETHANOL: Posts $5.1 Million Loss in Dec. 31 Quarter
----------------------------------------------------------------
First United Ethanol, LLC, filed its quarterly report on Form
10-Q, reporting a net loss for $5.1 million on $71.9 million of
revenues for the three months ended Dec. 31, 2010, compared with
net income of $7.0 million on $57.4 million of revenues for the
corresponding period of the prior fiscal year.

Operating income for the three months ended Dec. 31, 2010 was
$1.6 million, or 2.2% of revenues, compared to  operating income
of $8.8 million, or 15.2% of revenues, for the three months ended
Dec. 31, 2009.  Operating margins deteriorated as corn prices
increased more rapidly that ethanol prices.

The Company had total other expense for the fiscal quarter ended
Dec. 31, 2010, of approximately $6.7 million resulting primarily
from interest expense for the period.  Interest expense for the
period was approximately $6.9 million which was offset by an
unrealized gain of approximately $240,000 for the change in fair
value of the Company's interest rate swap agreement.

Interest expense for the fiscal quarter ended Dec. 31, 2009, was
$2.1 million.

The Company's balance sheet at Dec. 31, 2010, showed
$162.3 million in total assets, $134.8 million in total
liabilities, and members' equity of $27.5 million.

As reported in the Troubled Company Reporter on January 4, 2011,
McGladrey & Pullen, LLP, in Des Moines, Iowa, expressed
substantial doubt about First United Ethanol's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
for the year ending Sept. 30, 2010, the Company has generated
losses of roughly $2,175,000 and has experienced liquidity
restraints due to limits on its working capital line of credit.

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

               http://researcharchives.com/t/s?73b6

                    About First United Ethanol

Pelham, Ga.-based First United Ethanol, LLC
-- http://www.firstunitedethanol.com/-- was formed as a Georgia
limited liability company on March 9, 2005, for the purpose of
raising capital to develop, construct, own and operate a 100
million gallon per year ethanol plant near Camilla, Georgia.  In
November 2007, the Company's wholly owned subsidiary, Southwest
Georgia Ethanol, LLC ("SWGE") was formed in conjunction with the
debt financing agreement with WestLB AG, New York Branch.  First
United Ethanol, LLC, transferred the majority of its assets and
liabilities to Southwest Georgia Ethanol, LLC.  The Company
completed construction of its ethanol plant in October 2008 and
plant operations commenced on October 10, 2008.

As reported in the Troubled Company Reporter on Feb. 7, 2011, the
Company announced that that its wholly-owned subsidiary, Southwest
Georgia Ethanol, LLC, filed on Feb. 1, 2011, a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court, Middle District of Georgia, Albany Division.
The Chapter 11 Case Number is 11-10145.  First United Ethanol has
not filed for Chapter 11 bankruptcy protection.  FUEL will
continue to manage its subsidiary, SWGE, as SWGE operates as a
debtor-in-possession.  As of Feb. 1, 2011, SWGE's outstanding
obligations to the Lenders were approximately $107 million.


FONAR CORP: Reports $1.4 Million Net Income in Dec. 31 Quarter
--------------------------------------------------------------
FONAR Corporation filed its quarterly report on Form 10-Q,
reporting net income of $1.4 million on $8.0 million of revenues
for the three months ended Dec. 31, 2010, compared with a net loss
of $1.3 million on $8.2 million of revenues for the same period of
the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $24.1 million
in total assets, $27.6 million in total liabilities, and a
stockholders' deficit of $3.5 million.

As reported in the Troubled Company Reporter on Oct. 18, 2010,
Marcum, LLP, in New York, N.Y., expressed substantial doubt about
Fonar Corporation's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted that Company has suffered
recurring losses from operations, continues to generate negative
cash flows from operating activities, has negative working capital
at June 30, 2010, and is dependent on asset sales to fund its
shortfall from operations.

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

               http://researcharchives.com/t/s?73b7

                     About FONAR Corporation

Melville, N.Y.-based FONAR Corporation (Nasdaq: FONR)
-- http://www.fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through FONAR, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.


FOREST PACKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Forest Packing Company
        245 Highway 35 South
        P.O. Drawer D
        Forest, MS 39074

Bankruptcy Case No.: 11-00627

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  587 Highland Colony Pkwy.
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@hjglawfirm.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/mssb11-00627.pdf

The petition was signed by Zola M. Haralson, treasurer, director.


FRE REAL ESTATE: Judge Houser Dismisses Chapter 11 Case
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wells Fargo Capital Finance Inc. persuaded Chief U.S.
Bankruptcy Judge Barbara J. Houser in Dallas to dismiss the
Chapter 11 case filed on Jan. 4 by FRE Real Estate Inc., a company
that was in essence created a few days before to take title to
several real estate projects facing foreclosure.

Wells Fargo said that it made an $8.2 million mortgage loan to TCI
Texas Properties LLC.  Just before bankruptcy, TCI transferred 10
properties securing the Wells Fargo loan to FRE.  Around the same
time, other affiliates of TCI transferred numerous properties to
FRE.

According to the report, Judge Houser said FRE Real Estate offered
no testimony explaining a "good business justification" for
transferring ownership of all the properties into FRE and then
filing in Chapter 11.  Were each property in a separate bankruptcy
case, Houser said bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."

Judge Houser said that these types of transfers -- called the "new
debtor syndrome -- should not be tolerated, according to
Mr. Rochelle.

                      About FRE Real Estate

Dallas, Texas-based FRE Real Estate, Inc., owns, leases and
operates approximately 38 parcels of real property located in
Texas and Louisiana. In addition to approximately 29 parcels of
raw land, the Debtor's real property holdings include
approximately 6 operating office buildings, 1 apartment complex,
and two airplane hangers, including a large income producing
office building located just north of LBJ Freeway in Farmers
Branch, Texas, known as "Fenton Centre" and an income producing
office building in New Orleans, Louisiana, known as the "Amoco
Building."

FRE Real Estate filed for Chapter 11 bankruptcy protection on
Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210).  John P.
Lewis, Jr., at the Law Office of John P. Lewis, Jr., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $100 million to $500 million.


GAMETECH INTERNATIONAL: Prescott, et. al., Stake Down to 0%
-----------------------------------------------------------
In an amended Schedule 13G with the U.S. Securities and Exchange
Commission, Prescott Group Capital Management, L.L.C., Prescott
Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small
Cap II, L.P. and Phil Frohlich disclosed that they do not own any
securities of GameTech International, Inc.

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

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

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


GAMETECH INTERNATIONAL: R. Fedor Discloses 16.4% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Richard T. Fedor disclosed and his affiliates
that they beneficially own 1,997,963 shares of common stock of
GameTech International Inc. representing 16.4% of the shares
outstanding.  The number of shares of common stock, $0.001 par
value, outstanding as of February 10, 2011, was 11,821,527 shares.

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

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

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


GENERAL MOTORS: Old GM Asbestos Liability Fixed at $625 Mil.
------------------------------------------------------------
Motors Liquidation Company and its debtor affiliates, the Official
Committee of Unsecured Creditors, the Official Committee of
Unsecured Creditors Holding Asbestos Personal Injury Claims and
Dean M. Trafelet, the Legal Representative for Future Claimants,
jointly ask Judge Robert E. Gerber of the U.S. Bankruptcy Court
for the Southern District of New York won approval of a
stipulation fixing an "asbestos trust claim" pursuant to the
Debtors' Amended Joint Chapter 11 Plan of Reorganization.

The Plan defines Asbestos Trust Claim as the claim in the amount
of the Debtors' aggregate liability for Asbestos Personal Injury
Claims that either will be in an amount (i) mutually agreed upon
by the Debtors, the Creditors' Committee, the Asbestos Claimants'
Committee and the FCR; or (ii) ordered by the Court, which when
fixed will be treated as an Allowed General Unsecured Claim in
Class 3.

The Plan also classifies Asbestos Personal Injury Claims in Class
5 and provides how those Claims will be treated under the Plan.
On the effective date of the Plan, all Asbestos Personal Injury
Claims will be channeled to an Asbestos Trust and all Asbestos
Personal Injury Claims will be satisfied in accordance with the
Asbestos Trust, the Asbestos Trust Distribution Procedures, and
the Asbestos Trust Agreement.

Counsel to the Debtors, Harvey R. Miller, Esq., at Weil, Gotshal
& Manges LLP, in New York, relates that as of the Petition Date,
about 29,000 Asbestos Personal Injury Claims were filed against
the Debtors.  The Debtors' consolidated financial statements at
that time reflected a reserve of about $650 million with respect
to their probable liability for present and future Asbestos
Personal Injury Claims over the next 10 years, adjusted for
inflation and including defense costs, he relates.

In order to quantify the Debtors' potential liability for present
and future Asbestos Personal Injury Claims for purposes of a
Chapter 11 plan and assist in interfacing and negotiating with
other constituencies in these Chapter 11 cases, the Debtors, the
Creditors' Committee, the Asbestos Claimants' Committee, and the
Future Claimants' Representative retained their own asbestos
estimation valuation experts.  The Debtors also filed a motion
for estimation of their aggregate liability for Asbestos Personal
Injury Claims.

The Court then entered an order establishing a schedule for the
estimation proceeding, which, among other things, established a
discovery schedule and set March 1, 2011, as the date on which it
would commence a hearing to estimate the Debtors' aggregate
liability for Asbestos Personal Injury Claims.

Mr. Miller tells Judge Gerber that since the filing of the
Estimation Motion, the Parties have been engaged in good-faith
negotiations to resolve the amount of the Asbestos Trust Claim
and the Estimation Motion.

By this stipulation, the parties agree on these terms:

  (1) The Debtors' aggregate liability for the Asbestos Trust
      Claim under the Plan, will be fixed in the amount of
      $625,000,000, which Claim will not be subject to any
      defense, counterclaim, right of setoff, reduction,
      avoidance, disallowance or subordination.

  (2) The Asbestos Trust Claim will be the sole Claim that
      holders of Asbestos Personal Injury Claims in their
      capacities as such will have in these Chapter 11 cases.

  (3) Because the Plan and accompanying Disclosure Statement
      expressly provide that the Asbestos Trust Claim may be in
      an amount mutually agreed upon by the Parties, as provided
      in the Asbestos Liability Stipulation, no re-solicitation
      of votes to accept or reject the Plan is required.

  (4) The Plan will be amended to conform to the Asbestos
      Liability Stipulation, including these terms:

      * Conditions precedent to the Effective Date will include:
        The Asbestos Trust Assets will have been transferred to
        the Asbestos Trust.

      * Clause on the jurisdiction of Bankruptcy Court will be
        amended to provide that the resolution of Asbestos
        Personal Injury Claims and the forum in which that
        resolution will be determined will be governed in
        accordance with the Asbestos Trust Distributions
        Procedures and the Asbestos Trust Agreement.

      * The Plan will set forth that the Asbestos Claimants'
        Committee and the FCR will each continue to have
        standing and a right to be heard with respect to any
        appeal to which it is a party, and which remains pending
        as of the Effective Date, with respect to the
        confirmation order and with respect to any order issued
        in connection with the determination of the Asbestos
        Trust Claim.

      * The Plan will also provide that nothing contained in
        Section "12.9" entitled Modifications of the Plan will
        in any way override the provisions of the Asbestos
        Liability Stipulation.

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

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

      The Plan amendments will be implemented at the
      confirmation hearing, will not be deemed to adversely
      change the treatment of the Claim of any creditor or
      equity interest holder, and will not require any re-
      solicitation of votes to accept or reject the Plan.

      Likewise, any amendment to or modification of the Plan
      that materially and adversely affects the constituencies
      whose interests are represented by the Asbestos Claimants'
      Committee and the FCR in a manner that is discriminatory
      or inconsistent with the Parties' Stipulation will require
      the written consent of the Asbestos Claimants' Committee
      and the FCR.

  (5) The Asbestos Trust Agreement and the Asbestos Trust
      Distribution Procedures will be substantially in the forms
      annexed to the Plan and will not be amended or modified in
      any material way before the Effective Date without the
      written consent of the Asbestos Claimants' Committee and
      the FCR.  Subsequent to the Effective Date, the Asbestos
      Trust Agreement and the Asbestos Trust Distribution
      Procedures may be amended or modified in accordance with
      their terms.

  (6) Unless there is a material adverse consequence to the
      Debtors or their estates, the initial distribution under
      the Plan with respect to the Asbestos Trust Claim will be
      made directly to the Asbestos Trust rather than through
      the GUC Trust or the Avoidance Action Trust.  Any
      subsequent distributions under the Plan with respect to
      the Asbestos Trust Claim will be made in accordance with
      the Plan.

  (7) Upon Court approval of the Asbestos Liability Stipulation,
      the Estimation Motion will be marked off the Court's
      calendar as "resolved."

                   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: Old GM Proposes Benefits for Former IBB Members
---------------------------------------------------------------
Motors Liquidation Co. and its affiliates ask Judge Robert Gerber
that the 24 remaining MLC retirees, surviving spouses or
dependants who were formerly members of the International
Brotherhood of Boilermakers be conferred with essentially the
equivalent treatment of the retirees of the "Participating
Splinter Unions" as set forth in the Union Settlement Agreement.

The Debtors do not employ any individuals who are represented by
any union and who work within the United States.  Before the
Petition Date, MLC agreed to provide certain retiree medical and
life insurance benefits in various collectively bargained
agreements with certain labor unions, including the IBB.  Pursuant
to a settlement agreement by MLC, General Motors LLC ("New GM")
and certain "splinter unions," New GM agreed to provide certain
retiree medical benefits at a reduced level to participating union
retirees and surviving spouses who are not eligible for Medicare
benefits.

New GM also agreed to provide a reduced level of life insurance
coverage to participating retirees.  The Union Settlement
Agreement further provided that with respect to those retirees who
were eligible for Medicare as of Dec. 31, 2009, MLC will grant
to the Participating Splinter Unions a prepetition, general
unsecured claim in MLC's Chapter 11 case in an amount equal to
that union's respective "percentage share" of the aggregate amount
of $1 billion.  The Allowed Claim is in full settlement,
satisfaction, and discharge of all claims that the Participating
Splinter Unions have or may have against the Debtors and their
affiliates arising out of collective bargaining agreements
relating to retiree healthcare benefits, life insurance benefits,
and all other benefits and claims.  The Court approved the Union
Settlement Agreement in November 2009.

The Union Settlement Agreement contemplates that the unions that
were not parties to the Union Settlement Agreement may agree to
participate in the Union Settlement Agreement and participate in
their Percentage Share of the Allowed Claim at any point in time
prior to the Debtors making any distributions to prepetition
unsecured creditors pursuant to a confirmed Chapter 11 plan.   The
IBB, the sole remaining splinter union, have not yet joined the
Union Settlement Agreement.  Thus, all of the splinter union
retirees, other than the 24 Retirees, have become parties to the
Union Settlement Agreement and, thus, receive the benefits
provided and will share in the Allowed Claim, Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, in New York, relates.

Mr. Karotkin further notes that New GM only has been administering
MLC health care and life insurance plans applicable to the 24
Retirees on behalf of MLC.  New GM's responsibilities, however,
are limited to administration and do not include any
responsibility or liability for the underlying benefits, he points
out.  Although, the Debtors believe they have the right to
unilaterally terminate all benefits for the Retirees and although
the IBB has not come forward on behalf of the Retirees to
participate in the Union Settlement Agreement, the Debtors and New
GM are prepared to provide to the Retirees essentially the same
heath and life insurance benefits rather than have all of those
benefits be completely terminated and forfeited, he tells the
Court.

Accordingly, the Debtors propose to provide the Retirees the
health and life insurance benefits given to the other retirees
under the Union Settlement Agreement:

   * Retiree Health Care Benefits.  New GM will provide retiree
     health care to eligible Retirees in accordance with the
     Union Settlement Agreement and MLC will have no liability
     or responsibility of those benefits.  The Retirees will not
     have the right to seek any  modifications to the health
     care benefits to be provided by New GM.

   * Basic Life Insurance.  New GM will provide Basic Life
     Insurance in retirement to eligible Retirees in the maximum
     fixed amount of $10,000 as set forth in the Union
     Settlement Agreement.  MLC will have no responsibility for
     that life insurance.  All obligations of MLC, the MLC Plan,
     and any other MLC entity or benefit plan for basic life
     insurance for the Retirees arising from any GM-IBB
     collective bargaining agreement will be forever terminated.

In addition, all obligations of MLC, the MLC Plan and any other
MLC entity or benefit plan for health care in retirement for
members of the covered group or any other person claiming
entitlement to health care in retirement pursuant to a collective
bargaining agreement other than as set forth in the Union
Settlement Agreement will be forever terminated.  Covered Group
will mean all MLC employees who were represented with respect to
the terms and conditions of their employment with MLC by the IBB
and who retired from MLC under circumstances so that they were
eligible for MLC contributions to their health care in retirement
according to a MLCIBB Union collective bargaining agreement in
effect at the time of their retirement, and their spouses,
surviving spouses and dependents.

In order to implement those benefits, the Retirees, as a condition
to receiving the benefits and the Percentage Share, would be
deemed to be bound to the Union Settlement Agreement as if named
parties thereto; provided that amounts paid for "Retiree Health
Care Benefits" for the Retirees on and after July 10, 2009 through
Dec. 31, 2009, will be applied against the "Aggregate Net Present
Value" on a dollar-for-dollar basis and are not subject to the
discount set forth in the Union Settlement Agreement.  The Debtors
further propose that the Bankruptcy Court will resolve any
disputes with respect to this matter and at the time as these
Chapter 11 cases are closed, any litigation with respect to the
matter will be brought solely in the United States District Court
for the Eastern District of Michigan.

For those reasons indicated, the Debtors believe that this
proposal provides a benefit to the Retirees which would not
otherwise be available, and imposes no undue burden on the
Debtors' estates.

The Court will consider the Debtors' request on March 1, 2011.
Objections are due Feb. 22.

                   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: Old GM Wants Unliquidated Claims Estimated at $0
----------------------------------------------------------------
Motors Liquidation Co. and its affiliates ask the Bankruptcy Court
to estimate 530 claims that are partially unliquidated at $0,
which are not yet allowed for reserve purposes under the Amended
Joint Chapter 11 Plan of Reorganization.

The Estimated Claims include employee-related claims,
environmental claims, claims based upon executory contracts, debt-
related claims, litigation-related claims, claims made by equity
security holders and miscellaneous claims that were asserted on
either a partially unliquidated or contingent basis.  Certain of
the Estimated Claims have been the subject of previous omnibus
claims objections.  A schedule of the partially unliquidated
claims is available for free at:

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

The Debtors propose to estimate the maximum amount of the
unliquidated amounts for reserve purposes under the Plan
at $0, and the Debtors intend to utilize the Liquidated Amount of
each Estimated Claim for reserve purposes under the Plan.  Thus,
the Debtors propose to set the maximum amount of each Estimated
Claim for reserve purposes under the Plan as the Liquidated Amount
of that Estimated Claim.  The Debtors are also prepared to address
timely responses to the Estimated Claims Motion in the event a
Claimant can assert a reasonable, additional fixed increment to
their Liquidated Amount.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the factors supporting the estimation of claims
pursuant to Section 502(c)(1) of the Bankruptcy Code are present
in that: (a) it would take a long time to commence or continue
prosecution of objections to each of the Estimated Claims; and
(b) waiting for the liquidation of the Estimated Claims will
unduly delay the administration of the Debtors' estates.
Litigating each Estimated Claim to conclusion would unduly delay
the administration of these estates, he stresses.  As of Feb. 11,
2011, the stakeholders in these Chapter 11 cases have waited
nearly two years for the completion of these cases and any
additional delay would deprive them of their distributions under
the Plan, he insists.

Mr. Smolinsky assures the Court that the Debtors arrived at their
estimates for the unliquidated Disputed Claims in good faith,
conservatively, and based upon appropriate review and analysis.
Accordingly, the Debtors' estimate the unliquidated portion of
each Estimated Claim at what the Debtors believe is the maximum
possible amount, he says.  This represents the fairest possible
course to protect the interests of all creditors, including
unliquidated creditors, while allowing for the expedient
administration of these Chapter 11 cases, he points out.
Moreover, estimation of a claim does not preclude the Debtors from
continuing to dispute the validity of the remainder of the claim,
but rather, ensures that, if the claim becomes an Allowed Claim,
its amount for Plan purposes will not in any event exceed the
estimated amount of the Estimated Claims, he clarifies.

In addition, the relief requested in this Estimated Claims Motion
is only requested in connection with the confirmation of the Plan
and the effectiveness of the relief requested is contingent on the
results of the confirmation hearing, currently scheduled to begin
on March 3, 2011, Mr. Smolinsky states.  In the event the Plan is
not confirmed, the Debtors ask that the Court deem any relief
granted on this Estimated Claims Motion void and, if the Estimated
Claims are not otherwise resolved, the Debtors will seek the
relief requested at the appropriate time.  To be clear, the
Debtors are not intending to allow the Estimated Claims at the
capped amount and reserve all rights to further object to the
Estimated Claims on any basis whatsoever.

The Court will consider the Motion on March 1, 2011.  Objections
are due Feb. 22.

                   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)


GREAT ATLANTIC & PACIFIC: Frito-Lay Wants Trade Creditors Panel
---------------------------------------------------------------
A group of creditors of The Great Atlantic & Pacific Tea Company
Inc. seeks a court ruling authorizing the appointment of a
committee to represent direct store delivery and trade creditors.

The group is composed of Frito-Lay Inc., Kraft Foods Inc.,
PepsiCo/Frito, Nestle USA, Bimbo Bakeries USA, Kellogg North
America, Wise Foods Inc., Dr. Pepper Snapple Group and Campbell
Soup Company.

Robert Hertzberg, Esq., at Pepper Hamilton LLP, in New York --
hertzbergr@pepperlaw.com -- says the appointment of a committee
for the direct store delivery and trade creditors is necessary
since their interests are distinct from those of the unsecured
noteholders, pension funds and landlords represented by the
Official Committee of Unsecured Creditors.

"Many [direct store delivery and trade] creditors continue to
extend credit terms to the Debtors post-petition, providing the
Debtors with needed cash flow without the benefit of critical
vendor protection," Mr. Hertzberg says.

The group's lawyer further says that the direct store delivery
and trade creditors face "very significant exposure" before and
after the Debtors' bankruptcy filing.

"Their interests are thus different from those of unsecured
creditors who are incurring no post-petition exposure," Mr.
Hertzberg says.

The Court will hold a hearing on March 8, 2011, to consider
approval of the proposed appointment.  The deadline for filing
objections is March 1, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
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: Galgano, CFO, Leaves Post
---------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated Feb. 11, 2011, The Great Atlantic & Pacific
Tea Company Inc. disclosed that Brenda Galgano has resigned as
senior vice-president, chief financial officer and treasurer of
the company on Feb. 10, 2011.

Ms. Galgano's resignation will take effect on March 27, 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: Names Six New Marketing Executives
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., announced
the appointment of six proven operating executives to its
Merchandising & Marketing team to sharpen the Company's focus
on enhancing value for customers, while reducing structural and
operating costs:

    * Marie Robinson, Senior Vice President of Supply &
      Logistics;

    * Nancy Gaddy, Vice President of Deli & Bakery;

    * Kevin Broe, Vice President of Own Brands;

    * Harry Giglio, Vice President of Meat & Seafood;

    * Bob Weidner, Vice President of Customer Experience & Space
      Management; and

    * Corey Pearson, Vice President of Pricing & Analytics.

Tom O'Boyle, A&P Executive Vice President Merchandising &
Marketing, said, "A key element of our comprehensive turnaround
is to further enhance value for our customers and their shopping
experience in our stores through our broad selection of food
products and superior service.  Marie, Nancy, Kevin, Harry, Bob
and Corey are proven, high caliber leaders, and their combined
expertise will significantly strengthen our Merchandising &
Marketing organization and supply chain, and advance our
operational and financial restructuring.  I am pleased to welcome
them to A&P, and look forward to working with them to deliver
freshness, quality, variety and value to our customers across all
our stores."

Marie Robinson, 43, is responsible for effectively streamlining
and enhancing A&P's Supply & Logistics operations.  She has
extensive supply and logistics experience, over 21 years, leading
both self-distribution and outsourced supply chain operations.
Prior to joining A&P, Marie was the Senior Vice President, Supply
& Logistics for Smart & Final.  She began her career as a U.S.
Army Logistics Officer before moving into supply and logistics
roles at Wal-Mart and Toys R Us.

Nancy Gaddy, 51, is responsible for enhancing the Company's deli
and bakery offerings to provide customers with a superior value
proposition.  Prior to joining A&P, Nancy was Vice President,
Deli, Bakery and Food Service Operations for Winn Dixie Stores.
She has more than 23 years of experience in Deli & Bakery services
through roles with increasing responsibility at Ahold and Ingles
Market.

Kevin Broe, 49, leads the Company's Own Brands initiatives.  He
has more than 26 years of retail experience in roles of increasing
responsibility.  Prior to joining A&P, Kevin was Vice President,
Sales & Merchandising, Own Brands for Supervalu.  Earlier in his
career, he held management positions at American Company Stores,
Bruno's Inc. Petsmart, Cub Foods and Factory Card Outlet.

Harry Giglio, 57, is charged with enhancing the meat and seafood
selection and value proposition for customers.  Harry brings more
than 30 years of corporate and field management in food retail
through management positions at Stop n Shop and Shaw's
Supermarket.  Prior to joining A&P, he was the Vice President,
Perishables for Weis Markets.

Bob Weidner, 52, is revamping the customer's in-store experience,
including the merchandising sets and layouts.  Bob has over 30
years of retail experience, including management positions of
increasing responsibility at Jewel Food Stores.  Most recently,
Bob was Senior Vice President, US Operations for PRISM.

Corey Pearson, 48, is leading the development and implementation
of pricing strategy and systems as well as everyday pricing,
including costs and deals.  With more than 32 years of
merchandising experience in food retail, Corey has worked at a
variety of companies such as Cub Foods and Biggs.  Prior to
joining A&P, Corey was the Director of Merchandising Execution for
Supervalu.

                            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: Proposes Employee Incentive Plan
----------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
Debtors seek court approval to implement a short-term
incentive plan for their key employees.

The Key Employees Incentive Plan provides for the payment of
incentive-based cash awards to 146 full-time employees, which
include senior employees and six senior members of the Debtors'
executive management team.

The KEIP, which has a maximum award pool of $6.8 million in cash
for its participants, will run for 28 weeks.  The KEIP performance
period begins on Feb. 27, 2011, and ends on Sept. 10, 2011.

The maximum awards targets for individual employees range from
30% to 175% of their prorated base salary.  No single employee is
eligible to receive more than $588,942.  Maximum award
opportunities are, on average, $440,024 for the six EMT members
and $35,894 for the senior employees.

Awards are payable under the KEIP only upon achievement of these
performance thresholds: (i) the Debtors' targeted same store
sales growth of (1.6%) during the performance period versus the
corresponding seven reporting periods of fiscal 2010; and
(ii) the Debtors' actual merchandising margin versus their
targeted merchandising margin of 34.8% during the performance
period.

The performance targets are summarized as:

                                 Payout as % of Maximum
  Metric       Weight               Individual Award
  ------       ------              ----------------------
                        Threshold        Target       Maximum
                      (33% Payout)    (66% Payout) (100% Payout)
                      ------------    ------------ -------------
Revenue Target  50%       (3.6%)          (1.6%)        1.4%
                  (200 bps below target)          (300 bps above
                                                   target)

Merchandising   50%       34.6%           34.8%        35.1%
Margin Target       (20 bps below target)          (30 bps above
                                                   target)

A table detailing the performance awards for the participants
under the KEIP is available for free at:

         http://bankrupt.com/misc/A&P_KEIPAwards.pdf

"The KEIP was developed through a deliberate, arm's-length
process and provides market incentives to achieve carefully-
defined performance targets," says Ray Schrock, Esq., at Kirkland
& Ellis LLP, in New York.  "These performance targets are a
significant reach for KEIP participants and will benefit all
stakeholders if achieved."

The Debtors are not seeking approval of KEIP awards for either
their chief executive officer or chief restructuring officer at
the March 8, 2011 hearing, Mr. Schrock clarifies.

The Debtors intend to disclose proposed awards for their CEO and
CFO on or before April 7, 2011, and to seek approval of this
aspect of their KEIP at the April 28, 2011 omnibus hearing.

The deadline for filing objections to the approval of the KEIP is
March 1, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
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: Wants Plan Exclusivity Until Dec. 31
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors ask the U.S. Bankruptcy Court for the Southern District
of New York to extend the period during which they have the
exclusive right to file their Chapter 11 plan and solicit votes
for that plan.

The Debtors want the deadline for filing their Chapter 11 plan
moved to Dec. 31, 2011, and for soliciting votes from their
creditors to Feb. 29, 2012.

Under Sections 1121(b) and (c) of the Bankruptcy Code, a debtor
has the exclusive right to propose a Chapter 11 plan for the
first 120 days of its bankruptcy case and to solicit votes for
its plan for an additional 60 days.  Furthermore, Section 1121(d)
authorizes a bankruptcy court to extend a debtor's exclusive
period for filing a plan by at least 18 months and to solicit
votes by at least 20 months for cause shown.

Ray Schrock, Esq., at Kirkland & Ellis LLP, in New York, says the
substantial progress in the operational restructuring initiatives
in the first 90 days of the Debtors' bankruptcy cases warrants an
extension of the deadlines.  He points out that since Dec. 12,
2010, the Debtors have:

  (1) secured $800 million in postpetition financing (boasting
      an 18-month term until maturity, which is highly atypical
      in post-2005 retailer bankruptcies) to provide an
      immediate infusion of liquidity to the Debtors'
      businesses, fund the Debtors' comprehensive restructuring,
      and reassure the Debtors' customers, vendors, employees,
      and other stakeholders that A&P has the financial
      wherewithal and time to complete its restructuring;

  (2) largely stabilized their supply base by negotiating in
      good faith with their most critical non-contract vendors
      to obtain their continued willingness to ship merchandise
      to the Debtors' grocery stores on standard prepetition
      terms;

  (3) obtained approval to reject 73 "dark store" leases and 25
      underperforming leases and 26 related subleases, resulting
      in estimated cost savings of more than $80 million on an
      annual basis;

  (4) developed a collaborative working relationship with many
      of their stakeholders, including the Official Committee of
      Unsecured Creditors and its retained professionals, with
      whom the Debtors have met to present and discuss various
      restructuring initiatives and the progress made in
      connection therewith;

  (5) nearly completed their business plan for fiscal year 2011,
      which will form the basis for their long term business
      plan and discussions with stakeholders;

  (6) rejected their Trucking Agreement with Grocery Haulers,
      Inc. and have replaced GHI on an interim basis with C&S
      Wholesale Grocers, Inc., which is priced substantially
      lower than the GHI Trucking Agreement while providing the
      Debtors with sufficient flexibility to make near-term
      changes in their transportation arrangements, if necessary
      or desirable;

  (7) performed substantial analysis and preparatory work to
      address their legacy liabilities;

  (8) begun to rationalize their store footprint; and

  (9) begun the process of restructuring their supply and
      logistics relationships.

Mr. Schrock, however, points out that those accomplishments and
initiatives are merely the initial steps the Debtors have taken
to restructure their business operations and shore up their
balance sheet.  He cites three areas that will take substantial
effort and time: liability issues, supply and logistics, and
rationalization of the store portfolio.

                    Legacy Liability Issues

The Debtors are parties to 39 separate collective bargaining
agreements covering roughly 95% of their workforce.  They also
sponsor, maintain or contribute to two single employer defined
benefit pension plans, one multiple employer pension plan and 12
multiemployer pension plans, and have withdrawal liability
obligations with respect to a handful of other multiemployer
plans.

Mr. Schrock says the Debtors must work with their constituencies
to find a sustainable labor solution that sufficiently
accommodates their needs to control labor costs; attract and
maintain a qualified and motivated workforce; have sufficient
flexibility to adapt their labor arrangements to their business
needs when business and economic circumstances so warrant;
achieve a sustainable balance between their capital structure and
pension obligations to ensure the availability of favorable exit
financing options, among other things.

               Rationalization of Store Portfolio

As of Dec. 12, 2010, the Debtors operated 395 conventional
supermarkets, combination food and drug stores, and discount food
stores.  They were also a party to more than 765 commercial
property leases.

The Debtors' prospects to successfully reorganize while
maximizing value for their stakeholders depends, in large part,
on closing store locations that lose money, underperform or do
not fit into their long-term business plan, in addition to
disposing of their related lease obligations either by rejecting
or assuming and assigning those leases, according to Mr. Schrock.

The Debtors and their advisors have since been analyzing their
store portfolio in light of their near-term strategy to shore up
their financial performance and their long-term business
strategy.  So far, they have identified 32 stores to be closed in
the immediate future, 31 of which are considered chronic
underperformers with no meaningful near-term turnaround
prospects.

The Debtors also plan to re-initiate a sale process for a group
of 25 stores operating under the "Superfresh" banner to maximize
value for their estates and to continue focusing on achieving
their optimal store "footprint" as the 210-day extended
deadline to assume or reject their commercial leases approaches.

                    Supply and Logistics

Meanwhile, as of their bankruptcy filing, the Debtors' two
largest supply and logistics agreements are the Warehousing,
Distribution and Related Services Agreement dated March 7, 2008,
with C&S, and the Trucking Agreement dated Sept. 15, 1997, with
GHI.  Under the C&S contract, the Debtors receive about 70% of
their saleable merchandise as well as various other services
including coupon processing and vendor funding management.

The pricing and structure of both of the two contracts placed the
Debtors at a competitive disadvantage by directly increasing
their costs and by preventing them from reducing costs by seizing
opportunities to achieve network and operational efficiencies,
according to Mr. Schrock.

Currently, the Debtors are in the midst of running a competitive
bidding process with the goal of either restructuring the C&S
contract or locating an alternative single or multi-provider
supply and logistics solution that the Debtors hope will produce
substantial cost savings to them.

"The Debtors need time to properly implement complex operational
restructuring initiatives which, in turn, will dictate the amount
and type of value that will be available for distribution
pursuant to whatever Chapter 11 plan is ultimately filed in these
cases," Mr. Schrock asserts.

The Court will hold a hearing on March 8, 2011, to consider
approval of the request.  The deadline for filing objections is
March 1, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
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).


GUARANTY FINANCIAL: Sets April 6 Plan Confirmation
--------------------------------------------------
Guaranty Financial Group Inc. is set to present its Chapter 11
plan for confirmation at a hearing on April 6 after it received
approval of the explanatory disclosure statement.

The disclosure statement 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 Aug. 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.


HARDAGE HOTELS II: Chase Suit Hotel in Chapter 11
--------------------------------------------------
Hardage Hotels II, L.P., filed a Chapter 11 petition (Bankr. D.
Del. Case No. 11-10518) in Delaware on Feb. 22, estimating assets
and debts of $10 million to $50 million.

Hardage Hotels II is doing business as Chase Suite Hotel -
Rockville, Maryland.

San Diego-California-based HSH II Inc., the general partner which
has a 1% general partnership interest, authorized the bankruptcy
filing.  Hardage Equity, LLC, owns the remaining 99% limited
partnership interest in the Debtor.


HARDAGE HOTELS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hardage Hotels II, L.P.
          dba Chase Suite Hotel - Rockville
        1380 Piccard Drive
        Rockville, MD 20850

Bankruptcy Case No.: 11-10518

Chapter 11 Petition Date: February 22, 2011

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

Debtor's Counsel: Bruce Grohsgal, Esq.
                  PACHULSKI, STANG, ZIEHL YOUNG & JONES
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400
                  E-mail: bgrohsgal@pszyj.com

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

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

The petition was signed by Samuel A. Hardage, president of HSH II,
Inc., general partner.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hardage Hotels VIII, LLC              11-10210            01/21/11

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Levelift Systems Inc.              Trade Debt              $24,775
8264 1-Preston Court
Jessup, MD 20794

City of Rockville                  Utilities               $11,515
111 Maryland Avenue
Rockville, MD 20850-2364

American Hotel Register Co.        Trade Debt               $5,731
16458 Collections Center Drive
Chicago, IL 60693

Food Pro                           Trade Debt               $5,115

City of Rockville                  Trade Debt               $4,380

Sabre Hospitality Solutions        Trade Debt               $3,959

Warfield & Sandford, Inc. Elevator Trade Debt               $3,420

Bethesda Soccer Club               Trade Debt               $2,960

CVB                                Trade Debt               $2,960

Brickman Group                     Trade Debt               $2,504

Montgomery County Maryland         Trade Debt               $2,500

American Combustion Industries     Trade Debt               $2,367
Inc.

Comcast                            Trade Debt               $2,267

Ecolab                             Trade Debt               $1,782

Hotel Solutions USA, Inc.          Trade Debt               $1,577

Maryland Soccer Foundation         Trade Debt               $1,480

Home Depot                         Trade Debt               $1,447

The Home Depot Supply              Trade Debt               $1,325

ASCAP                              Trade Debt               $1,204

S. Freedman & Sons, Inc.           Trade Debt                 $936


HATHAWAY ENTERPRISES: Files for Chapter 11 in Los Angeles
---------------------------------------------------------
Hathaway Enterprises Inc. filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 11-17426) on Feb. 22, 2011, in Los
Angeles, California.  The Debtor estimated assets and debts of
$10 million to $50 million.  Schedules of assets and liabilities,
statement of financial affairs, and resolution authorizing the
filing are all due by March 8.  Vincent S Kim, Esq., in Los
Angeles, represents the Debtor in the Chapter 11 case.


HATHAWAY ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hathaway Enterprises, Inc.
        1640 S. Sepulveda Boulevard, Suite 430
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-17426

Chapter 11 Petition Date: February 22, 2011

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

Judge: Richard M. Neiter

Debtor's Counsel: Vincent S. Kim, Esq.
                  LAW OFFICES OF VINCENT S. KIM & ASSOCIATES
                  4311 Wilshire Boulevard, Suite 624
                  Los Angeles, CA 90010
                  Tel: (323) 933-3833

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

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

The petition was signed by George Herscu, president.

Debtor's List of two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
David Lopez                        Trade Debt              $33,000
9721 Vena Avenue
Arleta, CA 91331

Gaines & Stacey LLP                Professional Services    $4,134
16633 Ventura Boulevard, Suite 1220
Encino, CA 91436-1872


HEALTHSOUTH CORP: John Osterweis Holds 4.71% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, John S. Osterweis disclosed that it
beneficially owns 4,449,662 shares of common stock of Healthsouth
Corp. representing 4.71% of the shares outstanding.  Osterweis
Capital Management, Inc. owns 1,811,679 shares or 1.92% equity
stake while Osterweis Capital Management, LLC owns 2,637,983
shares or 2.79% equity stake.  The percentages are based on
94,572,000 shares the number of shares of the Company's common
stock outstanding as of Oct. 28, 2010 as reported in the Company's
Form 10-Q for the quarter ended  Sept. 30, 2010, plus 1,126,066
shares of common stock issuable upon conversion of the Preferred
Stock held by the joint filers.

                       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.


HERCULUES OFFSHORE: Shares Copy of Seahawk Purchase Agreement
-------------------------------------------------------------
On Feb. 11, 2011, Hercules Offshore, Inc. and its wholly owned
subsidiary, SD Drilling LLC, entered into an asset purchase
agreement with Seahawk Drilling, Inc. and certain of it
subsidiaries, pursuant to which Seahawk agreed to sell to the
Company, and the Company agreed to acquire from Seahawk, all 20 of
Seahawk's jackup rigs and related assets, accounts receivable and
cash and certain liabilities of Seahawk in a transaction pursuant
to Section 363 of the U.S. Bankruptcy Code.  The Company amended
its Form 8-K to include the Asset Purchase Agreement as an
exhibit, a full-text copy of which is available for free at
http://ResearchArchives.com/t/s?73b2

                      About Hercules Offshore

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

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

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


IDEARC INC: Suit vs. Glassman Survives Motion to Dismiss
--------------------------------------------------------
In 2007, Idearc Media LLC began publishing advertisements, in
various phone directories, for David Glassman's law office.  On
Feb. 17, 2010, Idearc filed a breach of contract action against
Mr. Glassman in the Court of Common Pleas of Philadelphia County,
demanding over $90,000 in damages.  Idearc alleges that Mr.
Glassman failed to pay any part of the fees he owed Idearc for
advertising services.  The action was properly removed to the
District Court on March 19, 2010, on diversity grounds.

Mr. Glassman filed a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(1), asserting that the District Court lacks
subject matter jurisdiction because Idearc does not have standing.
Mr. Glassman alternatively argues that Idearc's suit should be
dismissed under the doctrine of judicial estoppel.  Mr. Glassman
contends that Idearc does not have standing because it failed to
disclose the cause of action during the bankruptcy proceedings.
Thus, Mr. Glassman contends, the cause of action remains property
of the bankruptcy estate and cannot be asserted by Idearc.

Idearc concedes that it did not schedule the cause of action in
its bankruptcy proceedings, but it argues that it was under no
obligation to do so because the claim did not accrue until after
it filed for bankruptcy.

District Judge Louis H. Pollak held that Mr. Glassman's judicial
estoppel argument must be rejected at this stage of the
litigation.  Idearc concedes that it did not schedule "this cause
of action" in its bankruptcy proceedings, and argues that it was
under no obligation to do so.  But even if Idearc did have an
obligation to disclose, and even if it failed to do so, judicial
estoppel might not apply because Idearc may be able to rebut the
inference of bad faith.  For example, it may be that Idearc
"derived and intended no appreciable benefit from its
nondisclosure," that the bankruptcy court has authorized or
approved of this litigation, or that the creditors will receive a
portion of the recovery in the action.

Accordingly, Judge Pollak said, it is not apparent from the face
of the complaint that judicial estoppel should apply here, and as
of now Mr. Glassman's motion to dismiss on the basis of judicial
estoppel must be denied.  Denial of the motion to dismiss,
challenging the complaint on its face, is without prejudice to
reconsideration of the judicial estoppel issue in the light of
future factual development.

The case is Idearc Media LLC, v. David J. Glassman, Civil Action
No. 10-1216 (E.D. Pa.).  A copy of the District Court's Feb. 15,
2011 memorandum is available at http://is.gd/KpLYnPfrom
Leagle.com.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
says the suit might have been dismissed were it pending in the 5th
Circuit, where the governing rule is a 2008 case called Dynasty
Oil & Gas LLC v. Citizens Bank (In re United Operating LLC).  In a
controversial opinion not followed in other circuits, Chief Judge
Edith H. Jones ruled that a Chapter 11 plan must contain a
"specific and unequivocal" statement of all lawsuits to be
prosecuted after confirmation.  If not "expressly" listed, the
suit must be dismissed.

                         About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represented the
Debtors in their restructuring efforts.  The Debtors tapped Moelis
& Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP,
co-counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of December 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.


IMAGE METRICS: Notifies Late Filing of Dec. 31 Form 10-Q
--------------------------------------------------------
Image Metrics, Inc. informed the U.S. Securities and Exchange
Commission that it will be unable to file its Quarterly Report on
Form 10-Q for the period ended Dec. 31, 2010 within the prescribed
time period because it has experienced delays in collecting
certain information.

                        About Image Metrics

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

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

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

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


IMEDICOR INC: Notifies Late Filing of Dec. 31 Form 10-Q
-------------------------------------------------------
iMedicor, Inc., informed the U.S. Securities and Exchange
Commission regarding the late filing of its quarterly report on
Form 10-Q for the period ended Dec. 31, 2010.  The Company said
its external auditors have not had time to properly review the
financial information prior to the filing deadline.  The Form 10-Q
will be filed as soon as practicable and within the 5 day
extension period.

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

The Company's balance sheet at Sept. 30, 2010, showed
$4.62 million in total assets, $8.78 million in total liabilities,
and a stockholders' deficit of $4.15 million.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit



INOVA TECHNOLOGY: Completes More Than $700,000 of Projects
----------------------------------------------------------
Inova Technology, through its wholly owned subsidiary, Desert
Communications, has completed more than $700,000 of network
solutions projects.

The projects were completed for Pecos-Barstow ISD, El Paso Central
Command, Fabens ISD, Lowes Market, San Elizario ISD, Sambrano
Elementary, Anthony ISD, Socorro ISD and Eastlake High School.

"This is usually a slower time of year for us because we are still
resuming regular activity after the school holiday period so it's
very encouraging to be completing major projects at this time of
year," said CEO, Mr. Adam Radly.

Mr Radly also said "The Company has also bid on numerous
additional projects and we are expecting to be informed of the
results of those bids during February and March."

The Company receives projects in two stages.  The first stage
involves being awarded the project.  The second stage involves
getting approved funding for the project.  Projects that form part
of the company's backlog are projects that are both awarded and
funded.

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company's balance sheet at Oct. 31, 2010, showed
$11.03 million in total assets, $16.21 million in total
liabilities, and a stockholders' deficit of $5.17 million.

As reported in the Troubled Company Reporter on August 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended April 30, 2010.  The
independent auditors noted that Inova incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of April 30, 2010.


INTERTAPE POLYMER: Letko Brosseau Discloses 22.7% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Letko, Brosseau & Ass. Inc. disclosed that it
beneficially owns 13,411,823 shares of common stock of Intertape
Polymer Group Inc. representing 22.7% of the shares outstanding.
As of Dec. 31, 2009, there were 58,951,050 common shares
outstanding.

                   About Intertape Polymer Group

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

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

                          *     *     *

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

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


IRVINE SENSORS: Incurs $10.83 Million Net Loss in Jan. 2 Qtr.
-------------------------------------------------------------
Irvine Sensors Corporation filed its quarterly report on Form 10-Q
with the U.S. Securities and Exchange Commission for the quarterly
period ended Jan. 2, 2011.  The Company reported a net loss of
$10.83 million on $4.30 million of revenue for the 13 weeks ended
Jan. 2, 2011, compared with a net loss of $1.72 million on $3.21
million of revenue for the 13 weeks ended Dec. 27, 2009.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 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?73d4

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.


ISTAR FINANCIAL: Mark Gallogly Discloses 6.8% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mark T. Gallogly and his affiliates disclosed that
they beneficially own 273,948 shares of 8.000% Series D Cumulative
Redeemable Preferred Stock of iStar Financial Inc. representing
6.8% based upon 4,000,000 shares outstanding as of Sep. 30, 2010.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at Sept. 30, 2010, showed
$10.47 billion in total assets, $8.70 billion in total
liabilities, and stockholders' equity of $1.76 billion.

                           *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.



JAVO BEVERAGE: Committee Taps Richards Layton as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for permission to retain Richards, Layton & Finger P.A.
as its counsel.

A hearing is set for March 16, 2011, at 10:00 a.m., to consider
the Committee's request.  Objections, if any, are due March 9,
2011, at 4:00 p.m.

The firm agrees to, among other things:

   a) advise the Committee of its rights, powers and duties in
      this Chapter II Case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this Chapter 11
      Case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and in negotiating with such creditors;

   d) assist the Committee in investigating the Debtor's grant of
      liens to any secured party and analyzing any potential
      claims against any secured party; and

   e) assist with the Committee's investigation of the acts,
      conduct, assets liabilities and financial condition of the
      Debtor and of the operation of the Debtor 's businesses.

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D.
Del. Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins
Leck Gamble Mallory & Natsis LLP, serves as the Debtor's
bankruptcy counsel.  Robert J. Dehney, Esq., and Matthew B.
Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the
Debtor's co-counsel.  Goodwin Procter, LLP, is the Debtor's
special counsel.  Valcor Consulting LLC is the Debtor's financial
advisor.  Kurtzman Carson Consultants LLC is the Debtor's claims
agent.  The Debtor disclosed $14,659,681 in total assets and
$26,705,755 in total debts as of the Petition Date.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Javo Beverage Company Inc.


JAVO BEVERAGE: Taps Valcor Consulting as Financial Advisor
----------------------------------------------------------
Javo Beverage Company Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Valcor Consulting
LLC as its financial advisor.

The firm will, among other things:

   a) review and analyze the business, operations, assets,
      liabilities, financial condition, liquidity, and prospects
      of the Debtor;

   b) assist the Debtor in its preparation of due diligence and
      other materials, including various analyses and
      presentations related to any proposed offer from the
      Debtor to its creditors to exchange various liabilities for
      new securities;

   c) provide valuation or other financial analyses as the Debtor
      may require in connection with its restructuring efforts;

   d) assess the financial issues and options concerning (i) the
      sale of any assets of the Debtor, either in whole or in
      part, and (ii) the Debtor's planes) of reorganization or any
      other planes) of reorganization; and

   e) assist the Debtor with the preparation and presentation of a
      plan of reorganization to various stakeholders and
      constituencies.

The firm will get a monthly advisory fee of $20,000 from the
Debtor for the duration of the restructuring process or four
months.

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

                        About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D.
Del. Case No. 11-10212).  Debra A. Riley, Esq., at Allen Matkins
Leck Gamble Mallory & Natsis LLP, serves as the Debtor's
bankruptcy counsel.  Robert J. Dehney, Esq., and Matthew B.
Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the
Debtor's co-counsel.  Goodwin Procter, LLP, is the Debtor's
special counsel.  Valcor Consulting LLC is the Debtor's financial
advisor.  Kurtzman Carson Consultants LLC is the Debtor's claims
agent.  The Debtor disclosed $14,659,681 in total assets and
$26,705,755 in total debts as of the Petition Date.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Javo Beverage Company Inc.


JENNIFER CONVERTIBLES: Emerges From Chapter 11 Bankruptcy
---------------------------------------------------------
Jennifer Convertibles, Inc. has successfully emerged from a
Chapter 11 reorganization process.

"This is an important day for Jennifer Convertibles.  We are
emerging as what we believe to be a stronger organization that
will better satisfy its customers, suppliers and employees," said
Rami Abada, President of Jennifer Convertibles.  "We have worked
diligently to maximize recovery for our creditors, while
maintaining our focus on our core business of delivering quality
home furnishings to our customers.  We are excited, as we believe
we are poised to provide our customers with some of the best
values in the home furnishings industry.  We are confident that
our superior supply chain will not only provide our customers with
great value but also great style and quality."

Jennifer Convertibles' principal supplier and creditor, Haining
Mengnu Group Co., Ltd. ("Mengnu Group"), received approximately
90% of Jennifer Convertibles' new equity securities with the
remainder of the new equity securities to be distributed amongst
certain of Jennifer Convertibles' former creditors.  The former
equity interests have been cancelled.

Jennifer Convertibles' new management team will be led by Chief
Executive Officer, Gebing (Morris) Zou, and President, Rami Abada.

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is the owner of (i) the largest group of
sofabed specialty retail stores and leather specialty retail
stores in the United States, with stores located throughout the
Eastern seaboard, Midwest, West Coast and Southwest, and (ii)
seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., Jordanna L. Nadritch, Esq., and Jayme
Bethel, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP,
assist the Company in its restructuring effort.  TM Capital Corp.
is the Company's financial advisor.  Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. is the Company's special securities
counsel.  BMC Group Inc. is the claims and notice agent.

The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


JETBLUE AIRWAYS: Two Directors Resign from Board
------------------------------------------------
On Feb. 10, 2011, Mr. Robert Clanin, a director of JetBlue Airways
Corporation since 2007, notified the Company that he would be
resigning from the Board of Directors and the Audit Committee
immediately following the conclusion of the Company's 2011 Annual
Meeting of Stockholders, scheduled for May 26, 2011, due to
personal reasons.  On the same date, Dr. Christoph Franz, a
director of the Company since 2008, notified the Company that he
would be resigning from the Board of Directors immediately
following the conclusion of the Company's 2011 Annual Meeting of
Stockholders, due to his increased responsibilities following his
Jan. 1, 2011 appointment as the Chairman and CEO of Deutsche
Lufthansa AG.

The Company thanks Mr. Clanin and Dr. Franz for their exemplary
service to the Board and to the Company.

                       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%.


JGS DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: JGS Development, LLC
        9631 W. Gambit Trail
        Peoria, AZ 85383

Bankruptcy Case No.: 11-04218

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Steven D. Keist, Esq.
                  P.O. Box 1734
                  Glendale, AZ 85311-1734
                  Tel: (623) 937-9799
                  Fax: (623) 435-9057
                  E-mail: steven.keist@azbar.org

Scheduled Assets: $3,371,395

Scheduled Debts: $2,938,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
BBVA                     Line of credit         $26,000
P.O. Box 830696
Birmingham, AL 35283

The petition was signed by Jay Smith, managing member.


K-V PHARMA: Completes $32 Million Class A Common Stock Offering
---------------------------------------------------------------
K-V Pharmaceutical Company announced that it has entered into a
definitive agreement with a group of institutional investors to
raise approximately $32 million of gross proceeds from a private
placement of 9,950,000 shares of its Class A Common Stock at $3.25
per share.  The Company will use $20 million of the proceeds from
the financing to repay certain outstanding amounts and other
outstanding obligations under its credit agreement with U.S.
Healthcare and the remainder for general corporate purposes,
including the launch of MakenaTM.  Subject to the satisfaction of
customary closing conditions, the private placement is expected to
close and fund on or about Feb. 17, 2011.

The Company also announced it has agreed to terms with US
Healthcare I, L.L.C. and US Healthcare II, L.L.C., affiliates of
New York based Centerbridge Partners, L.P. to close on a multi-
draw financing facility with a total commitment of $130 million.
The amendment is expected to be completed on or prior to Feb. 18,
2011.  In addition, the Company has agreed to issue additional
warrants to purchase 7,450,899 shares of the Company's Class A
Common Stock, subject to completion of the private placement, at
an exercise price of $1.62 per share.

Upon completion of the definitive agreement, the loan terms and
covenants will be amended to reflect the Company's current
projections and timing of certain anticipated future events,
including the planned disposition of certain assets.  The
significant components of the amended agreement will include
extending the $60 million payment that was due on March 20, 2011
to three payments of $20 million each with the first payment due
upon closing and funding the private placement, $20 million due in
April 2011 and $20 million due in August 2011.  In addition, all
past covenant issues will be waived.

In addition to the loan balance which remains outstanding, future
draws against the facility, subject to achievement of certain
MakenaTM related milestones, are anticipated to be $15 million in
March 2011, $15 million in May 2011 and $10 million in each of
July, August, September and October 2011.

The shares of Class A Common Stock sold in the private placement
have not been registered under the Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
in the United States absent registration with the Securities and
Exchange Commission or an applicable exemption from the
registration requirements.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the common stock sold in the private
placement.

Jefferies & Company, Inc. acted as sole placement agent on the
private placement. Jefferies & Company, Inc. and Alvarez & Marsal
advised the Company with respect to the restructuring of the
Senior Secured Facility.

                      About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.

At March 31, 2010, the Company's balance sheet showed
$358.6 million in total assets, $497.7 million in total
liabilities, and a stockholders' deficit of $139.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on January 3, 2011,
BDO USA, LLP, in Chicago, expressed substantial doubt about K-V
Pharmaceutical's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.


K-V PHARMA: Hosts Conference Call to Discuss Makena
---------------------------------------------------
As previously disclosed, K-V Pharmaceutical Company hosted a
conference call on Feb. 14, 2011 at 11:00 a.m. EST to discuss the
U.S. Food & Drug Administration approval of MakenaTM as well as
provide a general update on other company matters.  The slide
presentation used during the call is available for free at
http://ResearchArchives.com/t/s?73b3

                      About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.

At March 31, 2010, the Company's balance sheet showed
$358.6 million in total assets, $497.7 million in total
liabilities, and a stockholders' deficit of $139.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on January 3, 2011,
BDO USA, LLP, in Chicago, expressed substantial doubt about K-V
Pharmaceutical's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.


K-V PHARMA: To Issue Warrant to US Healthcare for 11.66MM Shares
----------------------------------------------------------------
K-V Pharmaceutical Company announced that it intends to issue a
warrant to U.S. Healthcare I, L.L.C. and U.S. Healthcare II,
L.L.C. that grant Lenders the right to purchase up to an aggregate
of 11,663,378 shares of the Company's Class A Common Stock, par
value $.01 per share, at an exercise price of $1.62 per share.
The Company anticipates that upon closing of a private placement
of its Class A Common Stock the number of shares of Class A Common
Stock issuable pursuant to the Warrant will be reduced to
7,450,899.  In addition to the Warrant, the Lenders currently hold
warrants to purchase up to 12,587,511 shares of the Company's
Class A Common Stock.  The closing price of the Class A Common
Stock on the New York Stock Exchange was $4.38 on Feb. 11, 2011.
The Warrant will not be issued until on or prior to Feb. 28, 2011,
but in any event after the expiration of ten days following the
date on which the Company mails a letter to its stockholders
notifying them of its intention to issue the Warrant without
seeking their approval.

The Company is issuing the Warrant in consideration for the entry
by the Lenders into a Waiver Agreement, dated as of Feb. 9, 2010,
with respect to the financing arrangements entered into with
Lenders on Nov. 17, 2010 under a Credit and Guaranty Agreement
entered into by and among the Company, certain of the Company's
subsidiaries and Lenders.  Pursuant to the Waiver Agreement, the
Lenders agreed to negotiate in good faith the definitive
documentation implementing a proposed amendment to the Financing
to more permanently address developments in the Company's actual
and projected financial performance since the date the Financing
was put in place, and Lenders further agreed to release the $12.5
million of the funds that were paid by the Company to Hologic,
Inc. on Feb. 10, 2011 to acquire MakenaTM, which was approved by
the FDA on Feb. 3, 2011.  Pursuant to the Waiver, the Lenders
waived compliance by the Company with certain covenants in the
Financing through Feb. 18, 2011, and all past covenant issues will
be waived as part of the proposed amendment to the Financing.  The
Warrant contains certain provisions that would reduce the number
of shares issuable upon exercise of the Warrant, or the number of
shares held by the Lenders in the event the Warrant is exercised,
if the Company completes certain sales of new shares of its Common
Stock or repays specified amounts under its existing financing
arrangements with Lenders by certain dates.

In a separate press release, the Company announced a $32 million
private placement of its Class A Common Stock to a group of
institutional investors.  The Company anticipates that pursuant to
these provisions in the Warrant the closing of such private
placement will result in a reduction in the number of shares
issuable upon exercise of the Warrant from 11,663,378 to
7,450,899.  The opportunity to raise additional capital through
the private placement was presented to the Company by its
financial advisors after the Company reached agreement with the
Lenders on the proposed amendment of its existing credit facility
and issuance of the Warrant.  The Warrant additionally contains
certain anti-dilution provisions included at the request of the
Lenders, but does not contain any preemptive rights.  In
connection with the issuance of the Warrant, the Lenders will
receive certain registration rights to register the resale of the
Class A Common Stock issuable upon exercise of the Warrant.  The
Company filed the material contracts entered into in connection
with the Financing as exhibits to its Annual Report on Form 10-K
for the fiscal year ended March 31, 2010 and a description of the
material terms of the Financing is set forth in the 2010 Form 10-
K, under Item 1-"Business-(b) Significant Recent Developments-
Financing."

The Stockholder Approval Policy of the Exchange provides that
stockholder approval is required prior to the issuance of common
stock or other securities convertible into or exercisable for
common stock, if, among other things, the stock issued or the
stock that may be issued upon conversion or exercise, equals or
exceeds 20% of the number of shares of common stock outstanding
before the issuance.  The Company currently has 38,580,559 shares
of its Class A Common Stock outstanding and 11,280,285 shares of
its Class B Common Stock outstanding for a total of 49,860,844
shares of common stock outstanding on a combined basis.  In
connection with the Financing, the Company issued the Initial
Warrants to the Lenders, which represented approximately 25.2% of
the Company's outstanding common stock at the time the Initial
Warrants were issued prior to exercise of such Initial Warrants.
The shares of Class A Common Stock that may be issued pursuant to
the Warrant represents approximately 23.4% of the Company's total
outstanding common stock prior to exercise of any Initial Warrants
or the Warrant.  Accordingly, compliance with the Stockholder
Approval Policy would normally be required for the issuance of the
Warrant individually or if combined with the Initial Warrants.
However, the Audit Committee of the Board of Directors of the
Company determined that the delay necessary in securing
stockholder approval prior to the issuance of the Warrant would
seriously jeopardize the financial viability of the Company.
Because of that determination, the Audit Committee, pursuant to an
exception provided in the Exchange's Stockholder Approval Policy
for such a situation, expressly approved the Company's omission to
seek the stockholder approval that would otherwise have been
required under that policy.  The Exchange has accepted the
Company's application of the exception with respect to the
Warrant.  The Company also relied on this exception in connection
with the issuance of the Initial Warrants.

As discussed in the Company's Annual Report on Form 10-K for its
fiscal year ended March 31, 2010, the Company believes that there
is substantial doubt regarding its ability to continue as a going
concern and, as a result, the report of its independent registered
public accounting firm accompanying its annual consolidated
financial statements for the fiscal year ended March 31, 2010,
included an explanatory paragraph disclosing the existence of
substantial doubt regarding the Company's ability to continue as a
going concern.  The Company does not expect that the substantial
doubt will be resolved as of the end of the period covered by the
Form 10-Q for the quarter ended December 31, 2010 or possibly the
year ended March 31, 2011.

The Audit Committee based its determination on the current
financial condition of the Company, including management's latest
forecast of the Company's liquidity position and need for funds to
pay amounts due under the Hologic agreement and to sustain its
operations, as well as developments since November 17, 2010, the
date of the previous loan with Lenders, and certain other factors
including the following:

     * Prior to making the $12.5 million milestone payment to
       Hologic, Inc. on Feb. 10, 2011, the Company's cash balance
       was approximately $25 million of which approximately $6
       million was held in the Company's operating accounts and
       approximately $19 million was held in an account that is
       controlled by the Lenders.  After giving effect to the
       payment to Hologic, Inc., the cash balance was
       approximately $12 million.

    * The Company expects its cash operating expenses in the next
       90 days to be in the range of $50 to $60 million, including
       the payment of $12.5 million which was paid on Feb. 10,
       2011 to Hologic, Inc. triggered by the recent FDA approval
       of MakenaTM.

     * Without access to the funds controlled by the Lenders, the
       Company would have been unable to make the $12.5 million
       payment that was due to Hologic.  If the Company failed to
       make this payment, the rights to MakenaTM would not
       transfer and the Company would not be able to execute its
       sales launch plans related to MakenaTM.  As discussed in
       the 2010 Form 10-K, the future viability of the Company is
       almost entirely dependent on the successful transfer of
       this asset and the future sales of this product.

The Company, in reliance on the exception, is mailing to all of
its stockholders a letter notifying them of its intention to issue
the Warrant without seeking their approval.  On or prior to
Feb. 28, 2011, but in any event after the expiration of ten days
following the date on which the Company mails a letter to its
stockholders notifying them of its intention to issue the Warrant
without seeking their approval, the Company will proceed to issue
the Warrant to the Lenders.

                      About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.

At March 31, 2010, the Company's balance sheet showed
$358.6 million in total assets, $497.7 million in total
liabilities, and a stockholders' deficit of $139.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on January 3, 2011,
BDO USA, LLP, in Chicago, expressed substantial doubt about K-V
Pharmaceutical's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.


KELLY'S MISSION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kelly's Mission Rock, LLC
        817 Terry Francois Blvd.
        San Francisco, CA 94158

Bankruptcy Case No.: 11-30639

Chapter 11 Petition Date: February 20, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Lawrence A. Jacobson, Esq.
                  LAW OFFICES OF COHEN AND JACOBSON
                  900 Veterans Blvd. #600
                  Redwood City, CA 94063
                  Tel: (650) 261-6280
                  E-mail: laj@jacobsonattorneys.com

Estimated Assets: $0 to $50,000

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 William B. Shine, manager.


KINDER MORGAN: Moody's Gives Stable Outlook, Affirms 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Kinder
Morgan Energy Partners, L.P., Kinder Morgan Kansas, Inc. (formerly
Kinder Morgan, Inc) and their associated entities (KN Capital
Trust I, KN Capital Trust III, Kinder Morgan Finance Company, ULC,
and Kinder Morgan, G.P., Inc.) to stable from negative.  Moody's
upgraded KMP's short-term rating to Prime-2 from Prime-3.

Other affirmed ratings include KMI's Ba1 senior secured and Ba3
junior subordinated ratings, the Ba3 ratings for KN Capital Trust
I and KN Capital Trust III, and the Ba1 rating for Kinder Morgan,
G.P., Inc.

                        Ratings Rationale

"Although Kinder Morgan's consolidated leverage remains on the
high end for the rating, Moody's believes its leverage has peaked
and should improve over the next year," said Ken Austin, Moody's
Vice President.  "With the bulge of large capital projects behind
the company and its forward cash flows reflecting the impact of
those recently completed projects and acquisitions, Kinder
Morgan's leverage should remain in-line with its rating."

When factoring in KMI's debt, which is standard for how Moody's
evaluate other Master Limited Partnerships, leverage is over 5.5x,
which is very high for the ratings.  However, KMP's leverage as
measured by adjusted stand-alone debt/EBITDA at year-end 2010 was
4.5x, which is still higher than most of its similar rated peers,
but in-line with the ratings.  This higher leverage primarily
reflects a number of lumpy projects and acquisitions that resulted
in increased debt levels.  However, this leverage does not fully
incorporate the forward earnings and cash flows from the recently
completed Fayetteville Express Pipeline and only a partial year of
acquisitions made during 2010, including the KinderHawk gathering
system in the Haynesville basin.  On a run-rate basis, Moody's
estimates adjusted debt/EBITDA is between 4.0x and 4.5x, which is
still on the high end for the rating, but is lower than peak
levels in 2010 and is partially offset by a strong business
profile.

KMP possesses one of the strongest business profiles among the
rated MLP peer group.  Aside from being one of the largest in
terms of assets, it has a balanced and well diversified asset base
with approximately 75% of the cash flows generated from durable
sources that do not have direct commodity price exposure.

However, KMP's CO2 oil production operations carry a significant
amount of commodity price and volume exposure.  This sub-segment
represents more than 20% of the company's cash flows and has seen
some volume declines.  KMP hedges the majority of its production
with mostly fixed price swaps to mitigate commodity price
volatility.  However, the risk of falling production volumes and
rising sector costs remain a challenge to the business.

In addition, the CO2 oil production sub-segment is very capital
intensive compared to the rest of KMP's businesses primarily due
to the SACROC field.  Moody's estimates that the capital required
to sustain production, or at least slow the production decline is
much higher than KMP includes in its maintenance capex figures.
As a result, KMP's cash flow coverage of its distributions after
maintenance capex is comparatively weaker than most of its peers,
but still acceptable for the rating.  As long as this sub-segment
is expected to continue to contribute more than 20% of
consolidated cash flows, it will serve as a ratings restraint.

KMI is highly reliant on cash distributions from KMP to service
its own debt and make distributions to its shareholders.  Although
KMI has a 20% equity interest in the NGPL Pipeline (Ba1, stable)
that is not part of KMP, approximately 95% of KMI's cash flows are
generated from KMP.  As a result, Moody's calculate leverage for
KMI fully consolidating KMP and a 20% proportionate share of NGPL.
On this basis, Moody's estimate that KMI's leverage is
approximately 5.5x, which is also high relative to the MLP peer
group.

This consolidated view is reflected in KMI's Ba1 senior secured
rating.  Although the debt at KMP is non-recourse to KMI, Moody's
consider the fact that KMI relies almost entirely on cash flow
from that entity and therefore, view the debt at KMI as
subordinate to KMP.  This structural subordination combined with
the substantial amount of debt at KMP drives a two notch rating
difference for KMI's debt relative to KMP.  Although the debt at
KMI is deemed to be secured, it is secured by equity interests in
subsidiaries and not backed by hard, cash flow generating assets.

KMP's Prime-2 rating is supported by its overall good liquidity
position underpinned by a $2.0 billion senior unsecured credit
facility that matures in June 2013.  This facility backstops KMP's
commercial paper program that had approximately $522 million
outstanding as of December 31, 2010.  This rating also assumes
that the company's financial polices remain consistent with
current expectations.

In order for KMP to be considered for an upgrade, stand-alone
leverage would need to trend below 4.0x on a sustained basis while
maintaining its strong business profile.  In addition, the CO2
production sub-segment needs to establish a clearly stable trend
in terms of production, reserve replacement, and costs in order
for it to no longer weigh on the capital needs of the company's
more durable businesses.  Conversely, KMP's ratings would face
downward pressure if leverage increases and stays above 5.0x on a
stand-alone basis, KMI's consolidated leverage rises above 6x, or
the business profile weakens and commodity price/volume exposure
approaches 40%.

Since KMI's ratings are directly tied to KMP's, an upgrade at KMI
would be driven by an upgrade at KMP.  KMI's notching could narrow
relative to KMP's if the proportion of debt at KMP to KMI is
reduced closer to 2.0x versus the near 4.0x level, thereby
reducing the deep subordination.

KMI's ratings could face a downgrade if KMP's ratings are
downgraded or if KMI's debt levels increase, causing consolidated
leverage to approach 6.0x and thus putting more pressure and
reliance on KMP's cash flows.

The last rating action for KMP and KMI was on May 6, 2009, when
Moody's changed the outlook to negative for Kinder Morgan Energy
Partners, L.P., Kinder Morgan, Inc., and affiliated entities.

Kinder Morgan Energy Partners, L.P., and Kinder Morgan, Inc. are
headquartered in Houston, Texas.


KNOLOGY INC: S&P Assigns 'B+' Rating to $790 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to cable provider Knology Inc.'s (B+/Stable/--) amended and
restated $790 million senior secured credit facility.  The
recovery rating on this credit facility is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery for lenders in the
event of a payment default.

This credit facility amends and restates the term loans in
the credit agreement executed in October to improve pricing,
extend maturities, and increase the size of the term loan A
by $20 million.  The amended credit facility consists of a
$545 million term loan B due 2017, a $195 million term loan
A due 2016, and a $50 million revolver due 2016.

S&P's 'B+' corporate credit rating on West Point, Ga.-based
Knology and stable outlook are not affected by the additional
debt, which Knology intends to use to fund two small acquisitions.
While relatively small, the latest acquisitions have a minimal
deleveraging effect.  Pro forma for the transaction, adjusted
leverage is about 4.2x total debt to EBITDA, as of Dec. 31, 2010,
which remains consistent with the rating.

                           Ratings List

                           Knology Inc.

         Corporate Credit Rating            B+/Stable/--

                         Rating Assigned

                           Knology Inc.

                         Senior Secured

               Amended and restated $790 mil     B+
               credit facility
                Recovery Rating                  3


LEVEL 3 COMMS: Prem Watsa Discloses 15.13% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Prem V. Watsa and his affiliates disclosed
that they beneficially own 252,611,327 shares of common stock of
Level 3 Communications, Inc. representing 15.13% of the shares
outstanding.  As of Nov. 2, 2010, there were 1,669,210,966 shares
outstanding.

                   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.


LOFTE'S LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lofte's, LLC
        2106 West North Temple
        Salt Lake City, UT 84116

Bankruptcy Case No.: 11-22071

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: James W. Anderson, Esq.
                  MILLER GUYMON, P.C.
                  165 South Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  E-mail: anderson@mmglegal.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/utb11-22071.pdf

The petition was signed by Lofte Daoua, member.


MAGIC BRANDS: Ex-Franchisee Reports Changes to Outlets
------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that in court papers filed last week, former Fuddruckers
franchisee Ralph Flannery reported back to the court on the
efforts he's made to comply with a Feb. 14 deadline for ridding
his restaurants of all traces of the Fuddruckers name.  He told
the Court that:

     -- Three of his outlets are no longer operating but the
        remaining three required quite the effort to strip them of
        the chain's influence;

     -- His employees have new uniforms and have been instructed
        to answer the phone with the greeting "Prime Burger
        Company;"

     -- He has updated the business licenses, recalled and
        canceled advertising that bears the Fuddruckers name and
        handed out fliers to customers to get the word out about
        the change; and

     -- He has had to tweak the menu, changing up the meat blend
        and various burger accoutrements.

Judge Brendan Shannon has reserved time on Feb. 28 to consider, if
necessary, whether the changes made are enough to avoid sanctions
as requested by Luby's Inc.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

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

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.

Magic Brands, which has changed its name to Deel LLC following the
Luby's sale, filed a liquidating Chapter 11 plan on Jan. 18.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said the
Disclosure Statement explaining the Plan indicated that unsecured
creditors should have a "meaningful recovery."  Mr. Rochelle said
there are blanks in the disclosure statement where creditors later
will be told the expected percentage of their recovery.

The Bankruptcy Court will convene a hearing on March 21, 2011, to
consider adequacy of disclosure statement explaining the Plan of
Liquidation.


MARKETING WORLDWIDE: Posts $526,200 Net Income in Dec. 31 Qtr.
--------------------------------------------------------------
Marketing Worldwide Corporation filed its quarterly report on Form
10-Q, reporting net income of $526,238 on $594,509 of revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$4.3 million on $1.2 million of revenue for the three months ended
Dec. 31, 2009.

The Company's balance sheet as of Dec. 31, 2010, showed
$1.8 million in total assets, $4.5 million in total liabilities,
$3.5 million in Series A convertible preferred stock, and a
stockholders' deficit of $6.2 million.

As reported in the Troubled Company Reporter on Jan. 24, 2011,
Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a working capital deficiency and has suffered substantial
recurring losses from operations.

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

               http://researcharchives.com/t/s?73c1

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation (OTC
BB: MWWC) -- http://www.mwwautomotive.com/ -- is engaged in North
America through its wholly-owned subsidiaries, Marketing Worldwide
LL, and Colortek, Inc., in the design, manufacturing, painting and
distribution of automotive accessories for motor vehicles in the
automotive aftermarket industry and provides design services for
large automobile manufacturers.


MCCLATCHY CO: Paulson & Co. Discloses 9.8% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Paulson & Co. Inc. disclosed that it beneficially owns
5,900,000 shares of Class A common stock of McClatchy Co.
representing 9.8% of the shares outstanding.  As of Oct. 29, 2010,
there were 60,155,042 shares of Class A common stock outstanding.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet as of June 27, 2010, showed
$3.201 billion in total assets, $3.020 billion in total
liabilities, and stockholders' equity of $181.53 million.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

Standard & Poor's Ratings Services also raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.


MEDICAL ALARM: Notifies Late Filing of Dec. 31 Form 10-Q
--------------------------------------------------------
Medical Alarm Concepts Holding, Inc. informed the U.S. Securities
and Exchange Commission regarding the late filing of its quarterly
report on Form 10-Q for the period ended Dec. 31, 2010.  The
Company said it did not obtain all required information prior to
the required filing deadline and the Company and its advisers
could not complete the required information and financial
statements, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, by the required
filing deadline.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at Sept. 30, 2010, showed
$1.69 million in total assets, $4.18 million in total liabilities,
and a stockholders' deficit of $2.49 million.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.



MGM RESORTS: Paulson & Co. Discloses 8.97% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Paulson & Co. Inc. disclosed that it beneficially owns
43,800,000 shares of common stock of MGM Resorts International
representing 8.97% of the shares outstanding.  As of Nov. 1, 2010,
there were 482,369,501 shares of common stock outstanding.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at Sept. 30, 2010, showed
$19.14 billion in total assets, $1.32 billion in total current
liabilities, $2.40 billion in deferred income taxes,
$12.62 billion in long-term debt, $252.21 million in other
long-term obligations, and stockholders' equity of $2.54 billion

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB'
------------------------------------------------------------
Fitch Ratings has affirmed Mountaineer Gas Co.'s Issuer Default
Rating at 'BB-' and its unsecured debt rating at 'BB'.  The
Rating Outlook is revised to Positive from Stable.  Approximately
$90 million of long-term debt is affected by the rating actions.

The rating affirmation reflects continued improvement in financial
metrics and operating performance that has been achieved since
2009 and along with a new rate order in 2010 that increases annual
revenues by $19 million, Fitch is confident that key financial
metrics will reflect further improvement in 2011.  Also, an
acquisition of the regulated gas distribution business of East
Resources on Nov. 30, 2010, is expected to be modestly incremental
to EBITDA.  The acquisition was financed through a $6 million
equity infusion into MGC by its owners; consequently MGC's capital
structure is less leveraged and more typical of a regulated gas
utility.

MGC filed a General Rate Case with the Public Service Commission
of West Virginia on June 1, 2009, requesting a $26.4 million
(6.6%) operating annual revenue increase.  The commission approved
a two-stage $19 million increase (72% of request) with $16 million
effective March 29, 2010, and $3 million effective Nov. 1, 2010.
The new rates have been fully implemented for the 2010/2011 winter
heating season underpinning Fitch's expectations that earnings and
cash flows will be moderately stronger in 2011 as compared with
2010.

MGC's liquidity position continues to improve and is bolstered by
an Asset Management Agreement with Sequent (subsidiary of AGL
Resources, IDR 'A-').  As a result of the AMA, the need for short-
term debt for seasonal working capital related to gas inventories
has been significantly reduced as MGC purchases gas from Sequent
to meet its peak heating season demand on an as needed basis; thus
MGC does not own and store gas ahead of the winter heating season
and tie-up its own working capital.  The AMA has been extended
through 2012.

With reduced working capital needs, MGC replaced its expiring
$125 million bank facility with a new two-year $57.5 million
facility, which Fitch considers sufficient to maintain adequate
future liquidity.  MGC has been able to reduce its interest
expense over the last few years, along with the lower working
capital needs and reduced bank line utilization.  Long-term
debt maturities are sizable relative to annual cash flow with
$20 million due 2012 and $70 million due 2017.

While Fitch views the rate case settlement favorably, the
WVPSC did not approve MGC's request for a weather normalization
mechanism.  Volumetric risk exists due to the absence of a full
or partial decoupling mechanism and continued conservation would
lead to lower cash flows and high leverage without frequent rate
adjustments.  Adding to the potential cash flow volatility is the
one year adjustment period on MGC's purchase gas adjuster which
during periods of high gas prices could result in substantial
under-collecting on customer sales.  With Fitch expectations of
improving credit metrics in 2011 Fitch expects that MGC will
exceed compliance with financial covenants by a comfortable
margin.

The Positive Outlook reflects Fitch's expectation of meaningfully
stronger coverage and leverage credit metrics in 2011 with the
full implantation of the 2010 rate order.  Fitch expects EBITDA to
Interest and Funds From Operations to Interest to each exceed 3.7
times in 2011 as compared with 3.1x and 3.5x, respectively in 2010
and 2.3x and 2.2x, respectively in 2009.  Similarly, Debt to
EBITDA is expected to improve to 4.1x in 2011 from 5.2x and 6.1x,
respectively, in 2010 and 2009.  Following receipt of audited 2010
financial statements and subsequent to the key March 2011 quarter
heating season, Fitch expects to review MGC's financial
performance compared with Fitch's expectations.

MGC, the sole subsidiary of Mountaineer Gas Holdings LP, is a
natural gas local distribution company that is engaged in the
sale, distribution, and transport of natural gas to 223,000
customers in West Virginia.  The company is jointly owned by
private equity investors ArcLight Capital Partners LLC and DB
Nexus American Investments UK Limited through a joint venture
company and by managing partner IGS Utilities, LLC.


MSR RESORT: Singapore Objects to Paying Paulson Resorts Adviser
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Government of Singapore Investment Corp. is
objecting to how five bankrupt resorts owned by Paulson & Co. and
Winthrop Realty Trust are proposing to pay their financial
adviser, Houlihan Lokey Capital Inc.

According to the report, MSR Resort Golf Course LLC scheduled a
hearing on Feb. 28 for approval of Houlihan's retention.  While
the Singapore fund claims to have no objection to engaging
Houlihan, it objects to having the firm's fees paid except by
the equity holders or the holders of the fourth mezzanine loan of
$50 million.

Singapore's sovereign-wealth fund, already a mezzanine lender,
has made a $1.48 billion offer to purchase five resorts of the
Debtors.  Mr. Rochelle relates that the offer includes
$1.12 billion in cash to cover what equates to the first mortgage
and the first layer of $115 million in mezzanine debt.  The
remainder of the price represents a credit bid for the second and
third mezzanine loans that the fund owns in the total amount of
$360 million.  The fund said the resorts haven't responded to the
offer, even though the fund is willing to be the first bidder at a
competitive auction.

                          Houlihan Hiring

As reported in the Feb. 17, 2011 edition of the Troubled Company
Reporter, the Debtors filed an application to hire Houlihan Lokey
Capital, Inc., as their investment banker and financial advisors,
nunc pro tunc to the bankruptcy filing date.

The Debtors say they need the services of Houlihan -- which has
knowledge of their industry and business and experience with the
Chapter 11 case -- to advise them with respect to their global
restructuring.

Houlihan, according to the engagement letter dated Jan. 31, 2011,
will perform a broad range of services in connection with any of
these transactions:

    * Restructuring.  The confirmation of a Chapter 11 plan of
      reorganization or liquidation by the Debtors;

    * Sale.  Any transactions that constitute the disposition of
      any interest in any hotel or related property; or

    * Financing.  Any transaction that constitutes any refinancing
      of all or any portion of the existing obligations of the
      Debtors or the placement or issuance of any equity or debt
      securities.

The Debtors propose that Houlihan receive:

   -- an initial fee of $200,000 per month, and a $150,000 fee per
      month thereafter;

   -- a fee of $6,000,000 upon the completion of a Restructuring
      Transaction;

   -- Upon completion of a Sale Transaction, a cash fee equal to
      (i) the greater of $6,000,000 restructuring fee and 0.35% of
      the aggregate gross consideration (AGC) in the case of a
      sale of 3 or more hotel properties, (ii) the greater of
      $500,000 and 0.65% of the AGC.  50% of each sale transaction
      fee will be credited against any Restructuring Transaction
      Fee; and

   -- Upon the closing of each financing transaction, a cash fee
      equal to 0.10% of the gross proceeds of any indebtedness
      raised or committee.  50% of all financing transaction fees
      will be credited against any Restructuring Fee.

According to Mr. Rochelle, GIC, however, says its offer for the
Debtors' assets means the fund can't come out any better
regardless of how successful Houlihan may be in finding a buyer to
pay more.  Consequently, the fund doesn't want to be saddled with
Houlihan's fees that benefit other and subordinate creditors.

                         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 Jan. 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.


NATION'S CAPITAL: Court Continues Attorneys' Fee Issue
------------------------------------------------------
Nation's Capital Child and Family Development, Inc., leases real
property from Marylyn Tree, LLC.  At a hearing of Dec. 16, 2009,
of the Debtor's motion to assume the lease of that property, the
parties agreed to submit an order approving the Debtor's
assumption of the lease on certain terms.  The parties are in
agreement that the order was to leave open the question of
administrative fees, late fees, and attorney's fees owed the
landlord.  Thereafter, the landlord filed a motion for entry of an
order specifying the amount of late fees and attorney's fees owed
the landlord.  The trustee does not contest the $50 administrative
fee claimed by the landlord for a returned check, but does contest
the late fees and attorney's fees.

In his Feb. 17, 2011 memorandum decision and order, Bankruptcy
Judge S. Martin Teel, Jr., directed the landlord to file an
affidavit with the court by March 3 addressing the court's
concerns with its request for attorney's fees, and the trustee may
file a response within 14 days of the filing of the affidavit.
The court will thereafter make a determination as to the amount of
the landlord's reasonable attorney's fees.  A copy of the Court's
order is available at http://is.gd/aX8ztYfrom Leagle.com.

Nation's Capital Child and Family Development, Inc., filed for
Chapter 11 bankruptcy (Bankr. D. D.C. Case No. 09-00576) on
July 1, 2009.


NEW ORIENTAL: Notifies Late Filing of Dec. 31 Form 10-Q
-------------------------------------------------------
New Oriental Energy & Chemical Corp. informed the U.S. Securities
and Exchange Commission that it cannot file its Quarterly Report
on Form 10-Q for the period ended Dec. 31, 2010 within the
prescribed time period due to delays in compiling the information
for the preparation of the financial statements and management's
discussion and analysis for the Form 10-Q.  The Company is working
diligently with its auditors to complete its Quarterly Report on
Form 10-Q and expects to file its Form 10-Q no later than five
days following its prescribed due date.

                         About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

The Company's balance sheet at Sept. 30, 2010, showed
$76.09 million in total assets, $74.32 million in total
liabilities, and stockholders' equity of $1.76 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NEXSTAR BROADCASTING: Renaissance, et al., Hold 4.88% of Stock
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Renaissance Technologies LLC and its
affiliates disclosed that they beneficially own 733,900 shares of
Class A common stock of Nexstar Broadcasting Group, Inc.
representing 4.88% of the shares outstanding.  As of Nov. 1, 2010
the Company had 15,030,839 shares of Class A common stock
outstanding.

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company's balance sheet at Sept. 30, 2010, showed
$607.58 million in total assets, $797.43 million in total
liabilities, and a stockholders' deficit of $189.85 million.

                           *     *     *

As reported by the Troubled Company Reporter on August 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NSG HOLDINGS: S&P Affirms 'BB' Rating to $286 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
rating and revised the outlook on NSG Holdings LLC's $286 million
senior secured term loan facility maturing 2014 ($88.15 million
outstanding as of January 2011), $32.5 million senior secured
synthetic LOC facility maturing 2014, and $514 million senior
secured notes due 2025 ($440 million outstanding as of January
2011) to positive from stable.  At the same time, S&P revised the
recovery rating to '2', indicating substantial recovery (70%-90%)
of principal in a default scenario, from '3'.

These changes reflect S&P's expectations of improved cash flow
predictability now that Orange has secured a replacement gas
contract, a higher coverage level at NSGH due to lower gas prices,
lower NSGH debt levels following the sale of two assets, and S&P's
expectation that Progress Energy Florida will take an additional
30 MW under its existing contract with Orange.

NSGH is a wholly owned subsidiary of Northern Star Generation LLC
(not rated), which post-sale owns or has beneficial interest in 10
electric generation facilities having a combined capacity of about
1,566 MW (gross), or about 1,195 MW (net).  The remaining
facilities are in four states and all but one asset currently have
power-purchase agreements or tolling agreements that expire from
2011 through 2027.  Gilberton operates as a merchant facility in
the PJM wholesale market and the Cambria plant will likely become
a merchant facility in PJM in 2011 absent a replacement contract.
NSGH's parent, Northern Star Generation LLC, is jointly owned by
UBS Northern "C" LLC, a wholly owned indirect subsidiary of UBS
International Infrastructure Fund and OTPPB US Power LLC, a
subsidiary of the Ontario Teachers' Pension Plan Board.

The positive outlook reflects improved cash flow predictability
(quality of cash flow) now that Orange has secured a replacement
gas contract, a higher coverage level at NSGH due to lower gas
prices, lower debt levels at NSGH after it sold two assets, and
S&P's expectation that Progress Energy Florida will take an
additional 30 MW under its contract with Orange.  Moreover, the
new tolling agreement for Vandolah with Progress Energy Florida
that will from June 1, 2012 succeed the current contract with
Reliant Energy for the 680 MW peaking facility could be a credit
positive.  However, the project has the option to add $100 million
of additional debt with a replacement contract for Vandolah.

Assuming a comparable credit profile (combination of quality of
cash flow and coverage; currently, S&P views the quality of cash
flow for NSGH as a strong '5' with a likely average debt service
coverage ratio of 2.5x from 2011 through the debt's tenor under
its base case), S&P could raise the rating after S&P review the
new Vandoloah contract and terms and conditions of any additional
debt.  S&P could also lower the rating or revise the outlook if
the credit profile weakens.  Although the replacement contract
with Vandolah was signed some time ago, management has declined to
provide us with the new Vandolah contract.  S&P currently assesses
quality of cash flow for Vandolah conservatively as a '9'.


ORANGE ROSE: Seller Retains Ownership of Mobile Home Trailers
-------------------------------------------------------------
Section 319.22 of the Florida Statutes has long mandated that
title to a motor vehicle or mobile home cannot pass until a
certificate of title is issued to the new owner.  Florida case
law, however, has created an equitable exception to this
requirement that applies when the original titleholder entrusts a
vehicle to a dealer who has either express or implied authority to
sell the vehicle and thus transfer the titleholder's interest to
innocent third parties.  According to Bankruptcy Judge Michael G.
Williamson, Orange Rose, LLC d/b/a Starlite Mobile Home Park,
which purchased 37 mobile home trailers from Angelo C. Montanaro
in May 2009, simply failed to submit the bills of sale and
transfers of title to the Florida Department of Highway Safety and
Motor Vehicles in compliance with section 319.22 of the Florida
Statutes.  There is no equitable exception to compliance with this
requirement that applies under these circumstances.  Accordingly,
because the Debtor, as a purchaser, failed to comply with the
requirements of section 319.22,1 Judge Williamson said the Court
must strictly enforce its mandate and find that ownership remains
with the seller, Mr. Montanaro.

A copy of the Court's Feb. 16, 2011 memorandum opinion and order
is available at http://is.gd/w9mAIkfrom Leagle.com.

Based in Tampa, Florida, Orange Rose, LLC, dba Starlite Mobile
Home Park, owns and operates a mobile home park known as the
"Starlite Mobile Home Park".  Orange Rose filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case No. 10-24856) on Oct. 15, 2010.
Don M. Stichter, Esq. -- dstichter.ecf@srbp.com -- at Stichter,
Riedel, Blain & Prosser, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.


OVERLAND STORAGE: Posts $909,000 Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Overland Storage, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $909,000 on $17.9 million of revenue
for the three months ended Dec. 31, 2010, compared with a net
loss of $2.6 million on $20.4 million million of revenue for the
three months ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$39.8 million in total assets, $38.3 million in total
liabilities, and stockholders' equity of $1.5 million.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about Overland Storage's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted of the Company's
recurring losses and negative operating cash flows.

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

              http://researcharchives.com/t/s?73c4

                     About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.


PACIFIC CAPITAL: DBRS Upgrades All Long-Term Ratings to 'B'
-----------------------------------------------------------
DBRS Inc. (DBRS) has upgraded all long-term ratings for Pacific
Capital Bancorp (PCBC or the Company) and its bank subsidiary,
Pacific Capital Bank, N.A. (the Bank), including its Issuer &
Senior Debt rating to B (high) from 'B'.  At the same time, all
short-term ratings were confirmed at R-4.  The trend on all long-
term ratings is Positive, while the trend on all short-term
ratings is Stable.  Today's rating action follows the Company's
fourth quarter earnings release.  This action removes the ratings
from Under Review with Positive Implications where they were
placed on November 12, 2010.

The rating action reflects DBRS's belief that downside risk has
been significantly reduced over the intermediate term following
several recapitalization transactions including the closing of the
$500 million investment made by SB Acquisition Company LLC, a
wholly-owned subsidiary of Ford Financial Fund, L.P. (Ford).  Most
recently, the Company raised another $76.4 million in gross
proceeds from a rights offering completed in the fourth quarter.
While this amount was approximately half the amount the rights
offering could have raised, capital levels are strong and remain
above the enhanced regulatory capital requirements mandated by the
OCC under its modified Consent Order.  The strong capital
foundation allows PCBC to pursue growth opportunities, while
protecting bondholders from unexpected losses.

The Positive trend reflects DBRS's expectation that the Company
will continue to execute on its strategic plan to upgrade its
technology, enhance risk management and return to sustainable
profitability.  Resolving outstanding regulatory issues and
becoming current on interest payments related to its trust
preferred securities would also be viewed favorably.
Specifically, PCBC must resolve all regulatory issues, return to
organic growth (in both wealth management and lending) and
demonstrate that it has the proper risk management controls and
technology in place to be an effective community bank. Lack of
appropriate progress on these initiatives over the course of 2011
would likely result in returning the trend to Stable.

The ratings are supported by the Company's dominant market
position within demographically attractive Santa Barbara and a
strong capital base.  The ratings also consider heightened
regulatory scrutiny including not being allowed to upstream
dividends from the Bank for three years, limited access to the
capital markets and potential damage to PCBC's franchise strength
given the severe problems at the Company prior to the Ford
Investment.

Evidencing the benefit of push-down accounting, which fair valued
the entire balance sheet and likely eliminated the legacy asset
quality issues, the Company reported net income of $20.8 million
for the fourth quarter.  With the legacy loans marked at fair
value, PCBC's provision for loan losses should reflect only newly
originated loans, which should keep provisions immaterial over the
short-term and help boost profitability.  Indeed, the Company's
provision for loan losses was only $535 thousand in 4Q10.  Also
helping profitability, PCBC was able to deploy some of its excess
cash into higher yielding securities and bring down deposit costs
primarily from the maturity of more expensive time deposits.  DBRS
notes that future investments in technology and personnel will
mute profitability in 2011, but are vital for the long-term
competitiveness of the Company.

With the completion of the rights offering and modest balance
sheet contraction, the Company's tangible common equity ratio
improved to a strong 9.16% from 7.72% at Sept. 30, 2010.


PAGE ONE: New Mexico Bookstore in Chapter 11
--------------------------------------------
New Mexico Business Weekly reports that the company that owns Page
One Bookstore & Newstand is in Chapter 11 bankruptcy.  Steven
Morado Stout founded the store in 1981 in the El Dorado Square
shopping center on the southeast corner of Juan Tabo and
Montgomery boulevards.

Business Weekly notes that court documents indicate that "after
any exempt property is excluded, and administrative expenses paid,
there will be no funds available for distribution to unsecured
creditors."  The largest creditors include banks, Page One's
landlord Kimco Realty and several publishing houses, among them
the University of New Mexico Press, which is reportedly owed
$12,000.

Based in New Mexico, Page One Inc. filed for Chapter 11 bankruptcy
protection on Feb. 8, 2011 (Bankr. D. N.M. Case No. 11-10511).
Judge Robert H. Jacobvitz presides over the case.  Steven Tal
Young, Esq., at Tal Young P.C. represents the Debtor.  In its
petition, the Debtor has $799,183 in assets and $1,371,259 in
debts.  Steven Morado Stout, president of Page One, signed the
Chapter 11.


PALM HARBOR: Authorized to Sell Surplus Plant in Georgia
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Harbor Homes Inc. was authorized by the
bankruptcy judge to sell a surplus plant in LaGrange, Georgia, for
$1.05 million. The plant has 221,000 square feet situated on 23.3
acres.

Palm Harbor intends to sell most of the business at a March 1
auction.  The opening bid will come from Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC. Dallas-based Palm Harbor filed
under Chapter 11 in late November.  Fleetwood is providing as much
as $55 million in secured financing.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13850) on Nov. 29, 2010.  It disclosed
$321,263,000 in total assets and $280,343,000 in total debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James And Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PENN TREATY: William Collins Discloses 8.79% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G with the U.S. Securities and Exchange
Commission, William L. Collins disclosed that he beneficially owns
2,047,556 shares of common stock of Penn Treaty American
Corporation representing 8.79% of the shares outstanding.  The
percentage ownership is based on 23,290,712 shares of Common Stock
reported by the Company as outstanding as of March 28, 2008 in its
annual report filed on Form 10-K for the period ended December 31,
2008.  Such annual report was filed with the Securities Exchange
Commission on April 2, 2008 and is the most recent periodic report
filed by the Company under the Exchange Act setting forth the
number of shares of Common Stock outstanding.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PERKINS & MARIE: S&P Downgrades Rating to $190 Mil. Notes to 'C'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level
rating on Memphis, Tenn.-based Perkins & Marie Callender's
Inc.'s $190 million senior unsecured notes to 'C' from 'CC'.
The recovery rating on this debt remains at '6', indicating
S&P's expectation of negligible (0%-10%) recovery for
noteholders in the event of a payment default.

S&P's corporate credit rating on Perkins is 'CC' and remains
unchanged.  The rating outlook is negative.

"In S&P's opinion, Perkins is vulnerable to default as its
liquidity sources may not be sufficient to cover its cash uses,
including interest payments in the near term," said Standard &
Poor's credit analyst Helena Song.  The rating on Perkins reflects
S&P's view that the company will not be able to service its
existing debt and will need to consider alternatives regarding its
highly leveraged capital structure.  The company has two interest
payments totaling about $19 million due in the first half of 2011.
Based on its assessment of Perkins' liquidity and cash flows, S&P
believes there is significant risk that the company will not make
these payments on a timely basis.

S&P's negative rating outlook reflects Perkins' weak liquidity
position and its expectation that it will not be able to meet its
debt service obligations in the near term.  This stems from S&P's
expectation that the company's liquidity sources will be
insufficient to fund cash uses, including interest payments.  S&P
believes that Perkins will need to consider alternatives regarding
its highly leveraged capital structure, which may include a
restructuring.  Failure to meet near-term debt obligations would
trigger an event of default and S&P would lower its rating on the
company.

                           Ratings List

                 Perkins & Marie Callender's Inc.

        Corporate Credit Rating             CC/Negative/--

            Rating Lowered; Recovery Rating Unchanged

                Perkins & Marie Callender's Inc.

                                     To            From
                                     --            ----
Senior Unsecured
  $190 mil notes                     C             CC
   Recovery Rating                   6             6


PHARMOS CORP: Friedman LLP Raises Going Concern Doubt
-----------------------------------------------------
Pharmos Corporation filed on Feb. 18, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about Pharmos Corporation's ability to continue as going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations, has an accumulated deficit and
expects to continue to incur losses going forward.

The Company reported a net loss of $1.5 million in 2010, compared
with a net loss of $3.0 million in 2009.

The Company's balance sheet as of Dec. 31, 2010, showed
$3.2 million in total assets, $1.2 million in total liabilities,
and stockholders' equity of $2.0 million.

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

               http://researcharchives.com/t/s?73b9

                    About Pharmos Corporation

Iselin, New Jersey-based Pharmos Corporation is a
biopharmaceutical company that discovers and develops novel
therapeutics to treat a range of diseases of the nervous system,
including disorders of the brain-gut axis (e.g., Irritable Bowel
Syndrome), with a focus on pain/inflammation, and autoimmune
disorders.  The Company's most advanced product is Dextofisopam
for the treatment of irritable bowel syndrome (IBS).


PHOENIX FOOTWEAR: Wedbush, et al., Disclose 9.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wedbush, Inc. and its affiliates disclosed
that they beneficially own 798,643 shares of common stock of
Phoenix Footwear Group, Inc. representing 9.8% of the shares
outstanding.  As of Nov. 9, 2010, the number of shares of the
Company's common stock outstanding was 8,191,191.

                       About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at Oct. 2, 2010, showed $10,837,000
in total assets, $6,760,000 in total liabilities, and $4,077,000
in stockholders' equity.

As reported by the Troubled Company Reporter on Nov. 29, 2010,
the Company said in its quarterly report on Form 10-Q for the
period ended October 2, 2010, that the severe global recession has
been challenging during the past two years and has dramatically
affected the Company's business as it is dependent on consumer
demand for its products.  During this time, the Company has faced
significant working capital constraints as the result of the
decline in sales, expenditures, and obligations associated with
its restructuring and diminished borrowing capacity.  These
factors, together with net losses and negative cash flows during
the past three fiscal years, raise substantial doubt about the
Company's ability to continue as a going concern.


PILGRIM'S PRIDE: Perdue Doesn't Apply to Bankr. Fee Enhancements
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a Feb. 14 opinion by U.S. District Judge Terry R. Means in
the aftermath of the successful reorganization of Pilgrim's Pride
Corp. said that the Supreme Court's Perdue decision on fee
enhancements in a civil-rights case doesn't apply in bankruptcy
cases.

Mr. Rochelle recounts that after Pilgrim's Pride reorganized with
full payment to all creditors, CRG Partners LLC, the chief
restructuring officer, was granted payment of almost $6 million in
fees.  Later, CRG filed an application for a $1 million
enhancement given the successful outcome.

Mr. Rochelle discloses that around the same time, the U.S. Supreme
Court decided a civil-rights case known as Perdue v. Kennedy,
where lawyers wanted their fees enhanced and paid by the
opposition in view of successful results.  The Supreme Court in
Perdue listed three "rare circumstances" when fees could be
increased over the lawyer's ordinary time charges.

According to the report, U.S. Bankruptcy Judge Russell F. Nelms
ruled last year in Pilgrim's Pride that Perdue applied in
bankruptcy cases and denied CRG an enhanced fee.  CRG appealed to
Judge Means and won.  Judge Means said it was error to say that
Perdue applies in bankruptcy cases.  Instead, bankruptcy fees
should be governed by a case from the Court of Appeals in New
Orleans called Johnson v. Georgia Highway Express Inc., another
civil-rights case, Judge Means said.

Judge Means, Mr. Rochelle relates, sent the case back to the
bankruptcy judge for a determination about whether the enhancement
should be allowed without regard to Perdue.

Although Perdue and Johnson are both civil-rights cases,
Judge Means said that Perdue dealt with a fee-shifting statute
where bankruptcy does not.  Judge Means also noted that the Perdue
opinion said it applied only to fee-shifting cases.

The case is CRG Partners LLC v. U.S. Trustee, 10-688, (N.D. Tex.).

                       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
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  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.


PLY GEM HOLDINGS: Completes $800MM Offering of 8.25% Sr. Notes
--------------------------------------------------------------
On Feb. 11, 2011, Ply Gem Industries, Inc., a wholly-owned
subsidiary of Ply Gem Holdings, Inc., completed its previously
announced offering of $800.0 million aggregate principal amount of
8.25% Senior Secured Notes due 2018.

In connection with the issuance of the Notes, Ply Gem Industries,
the Company and each of the direct and indirect domestic
subsidiaries of Ply Gem Industries also entered into:

   (i) an Indenture, dated as of Feb. 11, 2011, among Ply Gem
       Industries, the Guarantors and Wells Fargo Bank, National
       Association, as trustee and noteholder collateral agent;

  (ii) a Registration Rights Agreement, dated as of Feb. 11, 2011,
       among Ply Gem Industries, the Guarantors and the initial
       purchasers under the Purchase Agreement;

(iii) an Amended and Restated Lien Subordination and
       Intercreditor Agreement, dated as of Feb. 11, 2011, among
       Ply Gem Industries, the Company, certain subsidiaries of
       Ply Gem Industries, the Trustee and UBS, AG, Stamford
       Branch as collateral agent;

  (iv) an Intellectual Property Collateral Agreement, dated as of
       Feb. 11, 2011, among Ply Gem Industries, the Guarantors,
       and the Noteholder Collateral Agent; and

   (v) a Collateral Agreement, dated as of Feb. 11, 2011 among Ply
       Gem Industries, the Guarantors and the Noteholder
       Collateral Agent.

In the ordinary course of their businesses, the initial purchasers
of the Notes and certain of their affiliates have and may in the
future provide financial services to or engage in investment and
commercial banking or other transactions of a financial nature
with the Company or its affiliates, including the provision of
certain advisory services and the making of loans to the Company
and its affiliates.  In particular, certain affiliates of the
initial purchasers are agents or lenders under Ply Gem Industries'
credit facility and are acting dealer managers under the Tender
Offer.

                   Maturity Date and Interest Rate

The Notes will mature on Feb. 15, 2018.  Interest on the Notes
will accrue at 8.25% per annum and will be payable on February 15
and August 15 of each year, commencing on Aug. 15, 2011.

                             Guarantees

The Notes are unconditionally guaranteed on a senior secured basis
by the Guarantors.  Ply Gem Industries' Canadian subsidiary, Ply
Gem Canada, Inc., is not, and future foreign subsidiaries will not
be, a guarantor of the Notes.

                             Security

The Notes and the Guarantees are secured by a first-priority lien
on substantially all the tangible and intangible assets of Ply Gem
Industries and the Guarantors including the capital stock of Ply
Gem Industries and of any subsidiary held by Ply Gem Industries
and any Guarantor.

The Notes and the Guarantees are secured by a second-priority lien
on all accounts receivable, inventory, cash, deposit accounts,
securities accounts, chattel paper and proceeds of the foregoing
and certain assets such as contract rights, instruments and
documents related thereto, in each case held by Ply Gem Industries
and the Guarantors.

The collateral securing the Notes and the Guarantees does not
include (i) certain excluded assets and (ii) those assets as to
which the Noteholder Collateral Agent determines that the costs of
obtaining a security interest are excessive in relation to the
value of the security to be afforded thereby.

                        Optional Redemption

Prior to Feb. 15, 2014, Ply Gem Industries may redeem up to 35% of
the aggregate principal amount of the Notes with the net cash
proceeds from certain equity offerings at a redemption price equal
to 108.250% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest, if any, provided that at least 55% of
the original aggregate principal amount of the Notes remains
outstanding after the redemption.

In addition, not more than once during any twelve-month period Ply
Gem Industries may redeem up to the greater of (i) $80 million of
the Notes and (ii) 10% of the principal amount of the Notes issued
under the Indenture at a redemption price equal to 103% of the
aggregate amount of the Notes, plus accrued and unpaid interest,
if any.

Prior to Feb. 15, 2014, Ply Gem Industries may redeem the Notes,
in whole or in part, at a redemption price equal to 100% of the
principal amount plus a "make-whole" premium.

                         Change of Control

Upon the occurrence of specified change of control events, Ply Gem
Industries may be required to offer to purchase the Notes at a
purchase price equal to 101% of the aggregate principal amount,
plus accrued and unpaid interest, if any.

Following any such offer to purchase, under certain circumstances,
prior to Feb. 15, 2014 Ply Gem Industries may redeem all, but not
less than all, of the Notes not tendered in such offer at a price
equal to 101% of the principal amount, plus accrued and unpaid
interest, if any.

                         Certain Covenants

The Indenture includes certain customary covenants that, subject
to significant exceptions, limit the ability of Ply Gem Industries
and its subsidiaries to, among other things, incur debt, pay
dividends, make loans or investments, sell assets, incur certain
liens, enter into transactions with affiliates and consolidate,
merge or sell all or substantially all of their assets.  These
covenants generally do not restrict the Company or any of its
subsidiaries that are not Ply Gem Industries' subsidiaries.

               Exchange Offer; Registration Rights

Under the Registration Rights Agreement, Ply Gem Industries and
the Guarantors agreed to:

     -- file an exchange offer registration statement within 180
        days after the issue date of the Notes enabling holders to
        exchange the Notes for registered Notes with terms
        substantially identical to the terms of the Notes;

     -- use commercially reasonable efforts to cause the
        registration statement to become effective under the
        Securities Act of 1933 within 240 days after the issue
        date of the Notes;

     -- complete the exchange offer within 280 days after the
        issue date of the Notes; and

     -- use commercially reasonable efforts to file a shelf
        registration statement for the resale of the Notes if they
        cannot complete an exchange offer within the time periods
        listed above and in certain other circumstances.

Ply Gem Industries will be required to pay additional interest on
the Notes if it fails to comply with its obligations under the
Registration Rights Agreement within the specified time periods.

                             Collateral

The Amended Intercreditor Agreement amended and restated the Lien
Subordination and Intercreditor Agreement, dated as of June 9,
2008 among UBS AG, Stamford Branch, as collateral agent for the
revolving facility secured parties, U.S. Bank National
Association, as trustee and collateral agent for the noteholder
secured parties, Ply Gem Industries, certain subsidiaries of Ply
Gem Industries and the Company, in order to reflect the
refinancing of the 11.75% Notes.

Under the terms of the Collateral Agreement, Ply Gem Industries
and the Guarantors have granted the Noteholder Collateral Agent,
for the benefit of holders of the Notes, the Trustee and the
Noteholder Collateral Agent, a security interest in substantially
all the tangible and intangible assets of Ply Gem Industries and
the Guarantors in order to secure indebtedness evidenced by the
Notes and all obligations in respect thereof.  In order to record
the security interest granted under the Collateral Agreement in
certain intellectual property with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental
authorities necessary to perfect the security interest granted in
such collateral, Ply Gem Industries and the Guarantors entered
into the IP Collateral Agreement in favor of the Noteholder
Collateral Agent.

On  Feb. 11, 2011, Ply Gem Industries used the net proceeds of the
Offering and cash on hand to (i) purchase $718,597,000 principal
amount of its 11.75% Senior Secured Notes due 2013 pursuant to the
Offer to Purchase, dated January 28, 2011, and (ii) irrevocably
deposit with the Trustee $6,781,088 to satisfy and to discharge
its obligations under the 11.75% Notes and the Indenture, dated as
of June 9, 2008, among Ply Gem Industries, as issuer, the
guarantors named therein and U.S. Bank National Association, as
trustee and noteholder collateral agent, governing the 11.75%
Notes. In connection with the satisfaction and discharge of the
11.75% Notes, the collateral securing the Notes was released.

Ply Gem Industries has also exercised its right to optionally
redeem any and all 11.75% Notes not purchased by it in the Tender
Offer.  On March 13, 2011, Ply Gem Industries will redeem all of
the outstanding 11.75% Notes at a redemption price of 103% of the
principal amount thereof, plus accrued and unpaid interest, if
any.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company's balance sheet at Oct. 2, 2010, showed
$978.60 million in total assets, $167.11 million in total current
liabilities, $1.99 million in deferred income taxes,
$59.66 million in other long-term liabilities, $903.35 million in
long-term debt, and a stockholders' deficit of $153.52 million.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PRECISION PETROLEUM: Posts $51,600 Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Precision Petroleum Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $51,613 on $43,550 of revenues for
the three months ended Dec. 31, 2010, compared with a net loss of
$35,247 on $63,011 of revenues for the same period ended Dec. 31,
2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.0 million
in total assets, $531,289 in total liabilities, and stockholders'
equity of $473,477.

De Joya Griffith & Company, LLC, in Henderson, Nev., expressed
substantial doubt about Precision Petroleum's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
the Company has suffered recurring losses from operations.

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

               http://researcharchives.com/t/s?73b8

                    About Precision Petroleum

A. Shawnee, Okla.-based Precision Petroleum Corporation
-- http://www.precisionpetroleumcorp.com/-- acquired during the
fourth quarter ended Sept. 30, 2009, varying percentages of
working interests and overriding royalties in eighteen (18)
operating leases located in Oklahoma.  These leases are
producing and generate income for the Company.


PROVISION HOLDING: Notifies Late Filing of Dec. 31 Form 10-Q
------------------------------------------------------------
Provision Holding, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended Dec. 31, 2010.  The Company said it
is in the process of preparing and reviewing its financial
information.  The Company related that the process of compiling
and disseminating the information required to be included in the
Form 10-Q, could not be completed without incurring undue hardship
and expense.

                      About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays.

The Company's balance sheet at Sept. 30, 2010, showed
$1.40 million in total assets, $5.82 million in total liabilities,
and a stockholders' deficit of $4.42 million.  Stockholders'
deficit was $4.15 million at June 30, 2010.

Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant losses in 2010 and 2009 and has negative
working capital of $4.29 million.


RASER TECHNOLOGIES: K. Higginson Disposes of 316,875 Shares
-----------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Kraig Higginson, a director at Raser Technologies
Inc., dicslosed that he disposed of 62,875 shares of common stock
of the Company on May 18, 2010.  Mr. Higginson also disposed of
254,000 shares of common stock on April 22, 2010.

Mr. Higginson further disclosed that he has options to purchase
250,000 common shares and warrants to purchase 1,000,897 common
shares.  The options and warrants will expire on 2019.

                      About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                          *     *     *

Hein & Associates LLP, in Denver, Colo., 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 suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


REDDY ICE: Paul Smith Acquires 34,892 Common Shares
---------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Paul D. Smith, executive VP & COO at Reddy Ice
Holdings Inc., disclosed that he acquired a total of 34,892 shares
of common stock of the Company from Nov. 11 through Nov. 15, 2010.
At the end of the transactions, Mr. Smith beneficially owned
196,310 shares.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                            *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


REICHMANN PETROLEUM: Dist. Ct. Bars Hanvey From Pursuing Claims
---------------------------------------------------------------
District Judge Janis Graham Jack affirmed a Bankruptcy Court's
June 3, 2010 order determining that the claims and causes of
action asserted by Don Hanvey Oil Trust, Inc., et al. are property
of the bankruptcy estate of Reichmann Petroleum Corp. that were
released pursuant to the Debtor's settlement agreement with Unit
Texas Drilling Co., L.L.C.  Judge Jack also held that Hanvey et
al.'s original petition violates the Plan Injunction, and enjoined
Hanvey et al. from filing an amended petition in state court.

Don Hanvey Oil Interests and eight other parties own working
interest in a gas lease on certain property in Johnson County,
Texas.  Unit Texas Drilling is the owner and operator of a
drilling rig that collapsed while drilling a lateral well in the
Barnett Shale formation, located on Hanvey's leasehold property.
Don Hanvey contracted with Reichmann Petroleum Corp., a privately
held oil and gas exploration and production company, to build the
well.

Reichmann defaulted on its payment obligations to Unit under the
Drilling Contract, and filed for bankruptcy on December 8, 2006.
The case was transferred from the Eastern District to the Southern
District of Texas, Corpus Christi Division, styled as In re
Reichmann Petroleum Corporation, Case No. 06-20804-C-11.

The Debtor and Unit settled claims during the bankruptcy
proceedings and executed mutual releases.

On May 2, 2008, Reichmann confirmed its Chapter 11 Bankruptcy
Plan.  On June 5, 2008, the Bankruptcy Court issued a Confirmation
Order confirming the Second Amended Plan.

On May 23, 2008, two weeks after Reichmann's Plan was confirmed,
Hanvey brought a lawsuit in state court against Unit, Unit
Drilling Company, and Unit Corporation in the 18th District Court
of Johnson County, Texas.  Don Hanvey Oil Interests, Inc., et aI.,
Plaintiffs v. Unit Drilling Company, et al., Defendants, Cause No.
C-2008-00311.  Hanvey's claims against Unit in the Original
Petition were: breach of oral and written contract; fraud; fraud
by nondisclosure; negligence; negligent misrepresentation; and
breach of implied and express warranties.

Unit promptly notified the state court that Hanvey's claims
arising out of the collapsed drilling rig on the well were
property of the Reichmann Estate and as such were barred by the
Plan Injunction.  The state court closed the case around June 12,
2009.

On September 1, 2009, Hanvey filed a motion to the Bankruptcy
Court requesting that the Bankruptcy Court determine whether the
Plan Injunction was applicable to Hanvey's state court claims
against Unit.  Hanvey also proposed to file an Amended Petition,
removing the breach of contract claim and leaving only the claims
for fraud, negligence, negligent misrepresentation, and breach of
express warranty.

In its response to Hanvey's motion, Unit argued that all of
Hanvey's claims sounded in contract, that any claims Hanvey had
were against Reichmann, and that all claims Hanvey attempted to
bring against Unit were property of the Reichmann Estate and had
already been settled in the Unit-Reichmann settlement.

In its June 3, 2010 Order, the Bankruptcy Court found that all
claims and causes of action alleged by Hanvey against Unit
belonged to the Reichmann Estate.  The Bankruptcy Court enjoined
the Hanvey plaintiffs from asserting the causes of action alleged
in the Original Petition and from filing their Amended Petition.
The Bankruptcy Court held that Hanvey's Original Petition violated
the Plan Injunction and denied Hanvey's motion to lift the
Injunction.  On June 16, 2010, Hanvey timely filed a notice of
appeal.

The case is Don Hanvey Oil Trust, Inc., et al., v. Unit Texas
Drilling, LLC, Civil Action No. C-10-202 (S.D. Tex.).  A copy
of Judge Jack's Feb. 16, 2011 order is available at
http://is.gd/lMwGcifrom Leagle.com.

Reichmann Petroleum Corp., based in Grapevine, Tex., sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 06-60843) on
Dec. 8, 2006, represented by Patrick J. Neligan, Jr., Esq., at
Neligan, Andrews & Foley, LLP, in Dallas, Tex., and estimating its
assets and debts at less than $100 million.  Reichmann Petroleum
filed a Chapter 11 Plan of Reorganization on June 27, 2007, and
the Bankruptcy Court confirmed the Company's Second Amended Plan
of Reorganization on May 2, 2008.


RHI ENTERTAINMENT: Plan Confirmation Put Off Until March 29
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RHI Entertainment Inc. was unable to win approval of
its prepackaged reorganization plan at the combined hearing on the
plan and disclosure statement on Feb. 17.  The judge adjourned the
confirmation hearing to March 29 so there can be more discussion
with the principal lenders.

At the Feb. 17 hearing, RHI Entertainment did secure approval from
the bankruptcy judge of three settlements with lenders who
financed film production:

   * a Settlement and Assignment Agreement with U.S. Bank National
     Association and certain other parties, which settlement calls
     for the assumption of a related binding term sheet with
     Powercorp International Limited and Powercorp International
     Holdings Limited;

   * a Settlement and Release Agreement Among Certain of the
     Debtors, Crown Media Holdings, Inc. and MAT Movies &
     Television Productions GMBH & Co. Project IV KG.

   * a Binding Term Sheet with National Bank of Canada and Phantom
     Racer Productions, Inc.

The Prepackaged Plan provides that, on its Effective Date, (a) the
First Lien Lenders will receive (i) $300 million of New Term Loan
Obligations and (ii) roughly 99% of the New Common Stock (subject
to dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.

                   About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16536) on
Dec. 10, 2010.  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serve as the Debtors' bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts in its chapter 11 petition.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No.
10-16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No.
10-16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y.
Case No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.

Logan & Company, Inc., serves as the Debtors' claims and noticing
agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.



RIVER ROAD: Hearing on Amalgamated's Plan Outline Set for March 24
------------------------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on March 24,
2011, at 11:00 a.m., to consider adequacy of the Disclosure
Hearing explaining the Chapter 11 Plan for River Road Hotel
Partners LLC, et al.  Objections, if any, are due March 21, at
5:00 (CST).

In August 2010, Judge Black terminated the Debtors' exclusive
periods to file and solicit acceptances for its proposed chapter
11 plan.

The Plan was proposed by the Debtor's lenders led by Amalgamated
Bank, as Trustee of Longview Ultra Construction Loan Investment,
formerly known as Longview Ultra Construction Loan Investment, in
its capacity as administative agent for itself and co-lender U.S.
Bank National Association, and U.S. Bank National Association,
successor-in-interest to the Federal Deposit Insurance Corporation
as receiver for San Diego National Bank, San Diego California.

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

According to the Disclosure Statement, the Plan provides for all
distributions to creditors to be made either (i) from the proceeds
of creditors' own collateral or (ii) from cash contributed by the
lenders to make distributions to the creditors, plus a share of
proceeds of the avoidance actions that are transferred to a
liquidating trustee.

Under the Plan, all secured claims of the lenders will be treated
as:

   -- all of the lenders' collateral, other than the collateral
      they contribute for the benefit of other creditors will be
      deeded or otherwise transferred on the effective date to the
      Plan transferee, which will be an entity designated and
      controlled by the lenders for their benefit.

   -- the Plan transferee will receive the hotel, the expansion
      space and the restaurant properties, well as all personal
      property and all cash not used to fund distributions to
      other creditors under the Plan.  The Plan transferee will
      arrange for the management of the hotel as a going concern
      until it is sold.

Class 3 Mechanic's Lien claims will be treated as:

   i) any claim determined to be a senior mechanic lien claim will
      be paid in full unless settled.

  ii) any claim determined to be a junior mechanic's lien claim,
      and thus unsecured will receive a cash distribution,
      estimated to  be 10% of the allowed claim.

The lenders will contribute $725,000 of their cash collateral to
create an estimated recovery for Class 5 General Unsecured
Creditors of approximately 10%.  In addition, Class 5 creditors
will receive their pro rata share of any net proceeds of the
avoidance actions that are brought by the liquidating trustee
under the Plan.

Under the Plan, the Lenders' Deficiency Claims will receive:

   -- the lenders will waive any distribution under the Plan from
      the Debtors on account of their deficiency claim.

   -- the lenders will retain the right to vote their deficiency
      claims for the Plan.

Intercompany claims will be extinguished under the Plan and will
not receive any distributions.

All equity interests and ownership interests in the Debtors will
be extinguished under the Plan, and they will receive no
distributions.

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

Amalgamated Bank is represented by:

     John W. Costello, Esq.
     Mary E. Olson, Esq.
     WILDMAN, HARROLD, ALLEN & DIXON LLP
     225 West Wacker Drive, Suite 2800
     Chicago, IL 60606-1229
     Tel: (212) 201-2000
     Fax: (212) 201-2555

     Adam A. Lewis, Esq.
     MORRISON FOERSTER LLP
     425 Market Street
     San Francisco, CA 94105-2482
     Tel: (415) 268-7000
     Fax: (415) 268-7522

U.S. Bank National Association is represented by:

     Forrest B. Lammiman
     David L. Kane, Esq.
     MELTZER, PURTILL & STELLE LLC
     300 South Wacker Drive, Suite 3500
     Chicago, IL 60606-6704
     Tel: (312) 987-9900
     Fax: (312) 987-9854

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.


ROBB & STUCKY: To Lay Off 178 Employees in Lee County
-----------------------------------------------------
WINK News reports that that Robb & Stucky's corporate office in
Lee County, Florida, will face extensive layoffs.  Workers were
notified of the layoffs Friday, which will affect 178 positions,
approximately half the workforce.  The positions affected range
from warehouse workers to the CEO.

According to the report, the jobs are set to be eliminated by
April 23.

"The company issued the letter in accordance with Federal law and
we expect that a buyer will retain significant numbers of our
employees to assist in this process," Wink News quotes Robb &
Stucky representatives as stating.

                        About Robb & Stucky

Robb & Stucky Limited LLLP was founded some 96 years ago in 1915
by Virgil C. Robb & W.R. Lee in Ft. Myers, Florida, as a one-store
general merchandise emporium.  Over time, the Company has grown to
include 24 locations in four states consisting of interior
showrooms, patio showrooms, warehouses, and its corporate office.
The Debtor has showrooms or warehouses in Florida, Texas, Arizona,
North Carolina, and Nevada.  Furniture Today, a leading industry
publication, has ranked Robb & Stucky as high as 34th in its list
of the top 100 Furniture Retailers in the nation.  The Company
currently has 760 employees.

The Company filed for Chapter 11 protection on Feb. 18, 2011
(Bankr. M.D. Fla. Case No. 11-02801).   Judge Caryl E. Delano
presides over the case.  The Debtor estimated assets and debts
between $50 million and $100 million.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
P.A., in Miami, Florida, serve as counsel to the Debtor in the
Chapter 11 case.  The Debtor also tapped FTI Consulting, Inc., as
advisor and Kevin Regan as chief restructuring officer to the
Debtor.  Bayshore Partners, LLC, is the investment banker to the
Debtor.  AlixPartners, LLP, is the Communications Consultants to
Debtor.  Epiq Bankruptcy Solutions, LLC, is the claims and notice
agent.



RR HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RR Holdings, LLC
        1710-1800 North Federal Highway
        Delray Beach, FL 33483

Bankruptcy Case No.: 11-14351

Chapter 11 Petition Date: February 21, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Joe M. Grant, Esq.
                  PADULA & GRANT, PLLC
                  365 E. Palmetto Park Rd.
                  Boca Raton, FL 33432
                  Tel: (561) 544-8900
                  E-mail: jmgrant@jmgrantlaw.com

Scheduled Assets: $1,227,346

Scheduled Debts: $6,898,691

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-14351.pdf

The petition was signed by Ricardo R. Cortese, managing member.


SAGECREST II: Dist. Ct. Says Drastic Sanctions Unwarranted
----------------------------------------------------------
WestLaw reports that a bankruptcy court abused its discretion in
entering, as a discovery sanction, a preclusion order that had the
effect of necessarily requiring entry of judgment in favor of the
other party without first considering the effectiveness of a less
drastic sanction.  The bankruptcy court had not previously imposed
a lesser sanction that proved ineffective or warned of the
possibility of this severe sanction. Absent exceptional
circumstances, a court must consider the efficacy of less drastic
remedies before imposing a severe sanction for a discovery abuse.
In re Sagecrest II, LLC, --- B.R. ----, 2011 WL 130353 (D. Conn.).

This decision reverses the Honorable Alan H.S. Shiff's ruling
dated Nov. 12, 2010, covered in the Troubled Company Reporter on
Dec. 3, 2010.

                       About SageCrest II

SageCrest II, LLC, SageCrest Finance, LLC, SageCrest Dixon, Inc.,
SageCrest Holdings Ltd., SCFR and SC Limited are part of a group
of funds commonly known as SageCrest Funds.  SageCrest II serves
as the domestic fund within the SageCrest Funds.  SCFR and SC
Limited serve as the offshore funds within the SageCrest Funds.

SC II directly on indirectly owns several special purpose entities
that hold (directly or indirectly) specific investments
investments of the SageCrest Funds, including a life insurance
portfolio, specialty finance loans to third parties an real estate
investments.

SC Limited and SCFR are Bermuda exempted companies limited by
shares and are not debtors in the Bankruptcy cases.  SC Holdings
is also a Bermuda exempted company limited by shares and is a
wholly owned subsidiary of SC Limited and SCFR.

SageCrest Finance is a Delaware limited liability company that was
formed as a wholly owned subsidiary of SageCrest II on March 22,
2007.

SageCrest Dixon is a special purpose entity within the SageCrest
Funds that owns real property at 900 Dixon Road in Toronto,
Canada, formerly the site of the Constellation Hotel.  SageCrest
Dixon is a wholly owned subsidiary of SageCrest Canada Holdings,
Inc., which is a wholly owned subsidiary of SageCrest II.

The Debtors primarily operate through through two lines of
business: structured finance and real estate investment and
development.

SageCrest Finance and SageCrest II filed Chapter 11 petitions on
August 17, 2008 (Bankr. D. Conn. Case Nos. 08-50755 and 08-50754),
and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case
No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No.
08-50844), followed.  The cases are jointly administered under
Lead Case No. 08-50754.

The Debtors estimate their assets at $100 million to $500 million.

On October 7, 2008, the United States Trustee appointed a
committee of equity security holders, including in its membership
defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-
Asset Fund, LP.  The Equity Committee is comprised of former
investors in SageCrest II with all committee members claiming they
redeemed their investments in that debtor.  Asserting they are
creditors -- and not equity holders -- of SageCrest II, both
Topwater and Wood Creek resigned from the Equity Committee.

Affiliate Antietam Funding LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Conn. 10-52523) on October 20.  Antietam
Funding LLC estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.

Antietam's primary asset is a portfolio of life insurance
investments.

As reported in the Troubled Company Reporter, competing plans of
reorganization have been proposed in these proceedings.


SCHUTT SPORTS: SSI and Committee File Liquidating Chapter 11 Plan
-----------------------------------------------------------------
SSI Liquidating Inc., known as Schutt Sports Inc. before it sold
its football-helmet making business, and the official committee of
unsecured creditors in SSI's Chapter 11 case, filed a proposed
liquidating Chapter 11 plan on Feb. 18.

A hearing on the adequacy of the disclosure statement explaining
the Plan is scheduled for March 23.  Objections are due March 18.
After the Disclosure Statement is approved, the Plan Proponents
can begin soliciting votes on -- then seek confirmation of -- the
Plan.

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

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

As reported in the Feb. 16, 2011 edition of the Troubled Company
Reporter, the Debtor has received approval of a settlement with
competitor creditors and Riddell Inc., which agreed to drop a
long-running court battle over football-helmet patents.  The
settlement was designed to pay off major creditors from the
proceeds of the sale of Schutt's business to an affiliate of
Platinum Equity LLC.

According to the Disclosure Statement, holders of administrative
claims and secured claims will be paid -- or were paid -- in full.

The Debtor's remaining assets -- constituting $250,000 in cash and
deposits, proceeds from a summary judgement against former
officers and directors, and avoidance actions -- will be
distributed to unpaid creditors.  The disclosure statement has
blanks where general unsecured claims owed $15.9 million and
critical trade vendor claimants owed $2.3 million later will be
told how much they can expect to recover from their claims.
Holders of equity interests won't be receiving anything.

The liquidation analysis hasn't yet been inserted into the
disclosure statement.

                        Riddell Settlement

Pursuant to the Riddell settlement, $7.5 million of the proceeds
from the sale to Platinum Equity held in escrow for payment of
critical suppliers will be distributed as follows:

     * Critical suppliers will be paid $5.3 million from the
       escrow;

     * General unsecured creditors will receive $400,000;

     * Creditors who supplied goods within 20 days of bankruptcy
       will split $800,000;

     * Windjammer Mezzanine & Equity Fund II LP, the holder of a
       $17.4 million subordinated mezzanine note, will be paid
       $1 million.

Pursuant to the settlement, Riddell's infringement claim was
approved for $29 million.  In full satisfaction of the claim,
Riddell received $1 million cash from the Debtor after the
settlement was approved.  Riddell is also entitled to a $70,000
administrative claim, which was promptly paid by the Debtor after
the settlement was approved.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SEAHAWK DRILLING: Files Schedules of Assets And Liabilities
-----------------------------------------------------------
Seahawk Drilling Inc. and its debtor-affiliates filed separate
schedules of assets and liabilities with the U.S. Bankruptcy Court
for the Southern District of Texas, disclosing:

                                  Total          Total
Company Name                     Assets         Liabilities
------------                     ------------   -----------
Seahawk Drilling LLC              $417,151,773   $166,853,937
Seahawk Drilling Inc              $208,190,199   $438,533,624
Seahawk Global Holdings LLC       $37,570        $56,355
Energy Supply International LLC   $35,145,955    $32,910,195
Seahawk Mexico Holdings LLC       $497,041       $0
Seahawk Drilling Management LLC   $16,364,895    $15,565,391
Seahawk Drilling USA LLC          $0             $0

A full-text copy of the schedules of Seahawk Drilling LLC is
available for free at http://ResearchArchives.com/t/s?73c8

A full-text copy of the schedules of Seahawk Drilling Inc is
available for free at http://ResearchArchives.com/t/s?73cf

A full-text copy of the schedules of Seahawk Global Holdings LLC
is available for free at http://ResearchArchives.com/t/s?73ca

A full-text copy of the schedules of Energy Supply International
LLC is available for free at http://ResearchArchives.com/t/s?73cb

A full-text copy of the schedules of Seahawk Mexico Holdings LLC
is available for free at http://ResearchArchives.com/t/s?73cc

A full-text copy of the schedules of Seahawk Drilling Management
LLC is available for free at http://ResearchArchives.com/t/s?73cd

A full-text copy of the schedules of Seahawk Drilling USA LLC is
available for free at http://ResearchArchives.com/t/s?73ce

                Statement of Financial Affairs

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Seahawk Drilling Inc., has filed a detailed list of
its financial operations with the bankruptcy court.  According to
Ms. Stech, most of the 60-page document shows recent payments that
company officials made before the filing, but the document also
provides a snapshot into everyday life on the Gulf Coast rigs.

                    About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEMINOLE WALLS: Chapter 7 Trustee Wins Celebrity Photo Suit
-----------------------------------------------------------
WestLaw reports that a transfer orchestrated by a corporate
Chapter 11 debtor's principal prior to conversion of the case to
one under Chapter 7, when the principal would have lost control of
the corporate assets that he transferred, was avoidable by the
Chapter 7 trustee as actually fraudulent to creditors under
Florida law.  The transfer was to a friend of the principal
pursuant to an agreement that allowed the principal to retain a
great deal of control over the assets and to benefit from a
subsequent resale thereof. Moreover, the principal completely hid
the transfer from the court and estate creditors.  Finally, the
transfer occurred on the eve of conversion and involved the
debtor's largest asset, and the debtor was insolvent at the time,
as evidenced by its conversion to Chapter 7 two days later.  In re
Seminole Walls & Ceilings Corp.,
--- B.R. ----, 2011 WL 522012 (Bankr. M.D. Fla.) (Jennemann, J.).

A copy of the Honorable Karen S. Jennemann's Findings of Fact and
Conclusions of Law dated Feb. 9, 2011, entered in Musselman v.
Jasgur, et al., Adv. Pro. No. 04-ap-77 (Bankr. M.D. Fla.), and
Musselman v. Africh Management & Investments, Inc., et al., Adv.
Pro. No. 04-ap-79 (Bankr. M.D. Fla.), is available at
http://pacer.flmb.uscourts.gov/pdf-new/53711499.pdfat no charge.

Carla Musselman serves as the Chapter 7 Trustee in In re Seminole
Walls & Ceilings Corp. (Bankr. M.D. Fla. Case No. 01-01966), and
can be reached at:

           Carla Musselman
           1619 Druid Road
           Maitland, FL 32751

Ms. Musselman's attorney is:

           Bradley M. Saxton, Esq.
           P.O. Box 1391
           Orlando, FL 32802


SENSIVIDA MEDICAL: Restates 2009 Financials to Correct Errors
-------------------------------------------------------------
SensiVida Medical Technologies, Inc., filed on Feb. 16, 2011,
Amendment No. 2 to its quarterly report on Form 10-Q for the
quarter ended May 31, 2009, to correct errors resulting from the
review of its financial statements by its independent accounting
firm.  The Company incorrectly classified the cancellation of
certain related party debt as income of $1,209,179.  Upon
subsequent review, the cancellation of the debt was reclassified
to additional paid in capital.

In addition, the Company recorded additional general and
administrative costs of $56,932.  Product development costs were
also increased $4,960 because various vendors had delayed their
invoicing until after the quarterly report was filed.  Interest
expense was also corrected from $40,586 to $50,514, because of an
error in tabulating various columns from the accrual worksheet.

The above corrections resulted in a reduction of income totaling
$1,280,999. Since the cancellation of debt was reclassified to
additional paid in capital, the summary of corrections increased
the shareholders deficit approximately $71,800.

The independent review of the financial statements also resulted
in the reclassification within the balance sheet of $250,000 of
preferred stock subscribed from the equity section to a current
liability.

The Company reported a net loss of $560,271 for the three months
ended May 31, 2009, compared with a net loss of $578,656 for the
three months ended May 31, 2008.

The Company had no revenues during the three months ending May 31,
2009, and May 31, 2008.

The Company' balance sheet at May 31, 2009, showed $2.9 million in
total assets, $4.2 million in total liabilities, all current, and
a stockholders' deficit of $1.3 million.

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

               http://researcharchives.com/t/s?73c2

                     August 31, 2009 Form 10-Q

SensiVida Medical also filed on Feb. 16, 2011, Amendment No. 2 to
its quarterly report on Form 10-Q for the quarter ended Aug. 31,
2009, as a result of the review of its financial statements by its
independent accounting firm.  The Company incorrectly classified
the cancellation of certain related party debt as income of
$1,209,179.  Upon subsequent review, the cancellation of the debt
was reclassified to additional paid in capital.

In addition, product development costs were increased $45,889 from
$166,525 to $212,414, because various vendors had delayed their
invoicing until after the quarterly report was filed.  Interest
expense was also corrected from $90,352 to $100,280 because of an
error in tabulating various columns from the accrual worksheet
from the first quarter and not discovered until the review of the
financial statements.

The above corrections resulted in reduction of income totaling
$1,265,662 for the six months ended August 31, 2009.  Since the
cancellation of debt was reclassified to additional paid in
capital, the summary of corrections increased the shareholders
deficit approximately $56,500.

The independent review of the financial statements also resulted
in the reclassification within the balance sheet of $250,000 of
preferred stock subscribed from the equity section to a current
liability.

The Company reported a net loss of $1.0 million for the six months
ended Aug. 31, 2009, compared with a net loss of $996,347 for the
six months ended Aug. 31, 2008.

The Company had no revenues during the six months ending Aug. 31,
2009, and Aug. 31, 2008.

The Company' balance sheet at Aug. 31, 2009, showed $2.8 million
in total assets, $3.1 million in total liabilities, all current,
and a stockholders' deficit of $277,978.

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

               http://researcharchives.com/t/s?73c3

                     Nov. 30, 2009 Form 10-Q

SensiVida Medical filed on Feb. 16, 2011, Amendment No. 2 to its
quarterly report on Form 10-Q for the quarter ended Nov. 30, 2009,
as a result of the review of its financial statements by its
independent accounting firm.  The Company incorrectly classified
the cancellation of certain related party debt as income of
$1,209,179.  Upon subsequent review, the cancellation of the debt
was reclassified to additional paid in capital.

In addition, product development costs were increased $5,352 from
$243,085 to $248,437, because various vendors had delayed their
invoicing until after the quarterly report was filed.  Interest
expense was also corrected from $129,253 to $125,049 because of an
error in duplicating an accrual of interest in the third quarter.

The above corrections resulted in reduction of income totaling
$1,210,327 for the nine months ended Nov. 30, 2009.  Since the
cancellation of debt was reclassified to additional paid in
capital, the summary of corrections increased the shareholders
deficit approximately $1,100.

The independent review of the financial statements also resulted
in the reclassification within the balance sheet of $250,000 of
preferred stock subscribed from the equity section to a current
liability.

The Company reported a net loss of $1.3 million for the nine
months ended Nov. 30, 2009, compared with a net loss of $1.7
million for the nine months ended Nov. 30, 2008.

The Company had no revenues during the nine months ending Aug. 31,
2009, and Aug. 31, 2008.

The Company' balance sheet at Nov. 30, 2009, showed $2.7 million
in total assets, $3.2 million in total liabilities, all current,
and a stockholders' deficit of $519,421.

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

               http://researcharchives.com/t/s?73c3

                     About SensiVida Medical

Based in West Henrietta, New York, SensiVida Medical Technologies,
Inc. (formerly Mediscience Technology Corp.) has operated in one
business segment and continues to be engaged in the design and
development of medical diagnostic instruments that detect cancer
in vivo in humans by using light to excite the molecules contained
in tissue and measuring the differences in the resulting natural
fluorescence between cancerous and normal tissue.  Effective
March 3, 2009, with the merger of SensiVida Medical Systems, Inc.,
into the Company's wholly-owned subsidiary BioScopix, Inc., the
Company's technology will also focus on the automation of analysis
and data acquisition for allergy testing, glucose monitoring,
blood coagulation testing, new tuberculosis testing, and
cholesterol monitoring.


SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

In addition, S&P assigned guaranteed operating subsidiary Sinclair
Television Group Inc.'s proposed $100 million tranche A term loan
maturing March 2016 and $240 million tranche B term loan maturing
October 2016 an issue-level rating of 'BB+' (two notches higher
than the 'BB-' corporate credit rating on Sinclair Broadcast).
The recovery rating on this debt is '1', indicating S&P's
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  The company plans to use term loan
proceeds to finance tender offers for $70 million of Sinclair's
outstanding 6% convertible subordinated debentures due 2012 and to
refinance its existing tranche B term loan.

In conjunction with the corporate credit rating upgrade, S&P
raised its issue-level rating on STG's senior secured credit
facilities to 'BB+' from 'BB'.  The recovery rating on this debt
remains unchanged at '1'.

S&P also raised the issue-level rating on STG's second-lien notes
to 'BB-' (at the same level as the 'BB-' corporate credit rating)
from 'B+'.  The recovery rating on this debt remains unchanged at
'3'.

The ratings on the company's unsecured debt issues were raised to
'B' (two notches lower than the 'BB-' corporate credit rating)
from 'B-', with the recovery rating remaining at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
debtholders in the event of a default.  (For the recovery
analysis, see Standard & Poor's recovery report on Sinclair, to be
published on RatingsDirect as soon as possible following the
release of this report.)

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.

Lease-adjusted debt to EBITDA declined to 4.1x as of Dec. 31,
2010, from 7.0x at year-end 2009.  Under S&P's base case scenario
of low-single-digit revenue percentage decline in 2011, S&P
believes the company can maintain average-eight-quarter trailing
debt to EBITDA below S&P's threshold level of 5.5x for the 'BB-'
rating, despite its expectation of increased shareholder dividends
and potential acquisitions.

Sinclair is one of the largest non-network-owned TV broadcasters
in the U.S., with 58 stations reaching about 22% of the country's
households.  The company's size confers efficiencies with respect
to marketing, programming, overhead, and capital expenditures.
Most of Sinclair's stations are affiliated with the Fox (20
stations), MyNetworkTV (16), ABC (9), or CW (10) networks.  S&P
views the company's business risk profile as weak, because its
portfolio consists of generally lower-ranked stations and it holds
investments in a number of underperforming real estate and other
non-TV assets.


SINCLAIR TELEVISION: Moody's Affirms 'Ba3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Baa3, LGD2, 12% ratings to
Sinclair Television Group, Inc.'s new credit facilities consisting
of a new $100 million Term Loan A and a new $240 million Term Loan
B.  Moody's also affirmed the Ba3 Corporate Family Rating and Ba3
Probability-of-Default Rating, for its parent, Sinclair Broadcast
Group, Inc. Ratings for all other debt instruments remain
unchanged; however, Loss-Given-Default point estimates were
updated for the new debt mix.  The SGL-2 Speculative Grade
Liquidity Rating and the stable outlook remain unchanged.

                        Ratings Rationale

The proposed new credit facilities include lower pricing and
extended maturities compared to the existing Term Loan B facility
(L+4.0%) due 2015.  Net proceeds from the new Term Loan A due 2016
(indicative L+2.25%) and the new Term Loan B due 2016 (indicative
L+3.25%) will be used to refinance the existing Term Loan B
facility ($270 million outstanding) and call the remaining $70
million of 6% convertible debentures due 2012 issued by the parent
company.  Proposed limitations on restricted payments, permitted
additional indebtedness, acquisitions and investments are being
relaxed to allow a greater percentage of excess cash to be used to
pay dividends and fund potential acquisitions.  The extension of
debt maturities following the assumed successful completion of the
refinancing, at more favorable pricing, in conjunction with
Moody's expectations that the company will be comfortably in
compliance with unchanged leverage covenants (7.25x total debt-to-
EBITDA and 3.25x first lien debt-to-EBITDA, each decreasing
thereafter) and interest coverage covenants (1.15x -1.35x)
continue to support the ratings.

This is a summary of the actions and Moody's ratings for Sinclair:

Issuer: Sinclair Broadcast Group, Inc.

Unchanged:

  -- Corporate Family Rating, Unchanged at Ba3

  -- Probability of Default Rating, Unchanged at Ba3

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

  -- 4.875% Convertible Senior Subordinated Notes, Unchanged at B2
     (LGD6, 96% revised from LGD6, 95%)

Issuer: Sinclair Television Group, Inc.

Assignments:

  -- New Senior Secured Term Loan A (due March 2016), Assigned
     Baa3, LGD2, 12%

  -- New Senior Secured Term Loan B (due October 2016), Assigned
     Baa3, LGD2, 12%

Unchanged:

  -- Senior Secured Revolver (due June 2011), Unchanged at Baa3,
     LGD2, 12% (from LGD1, 9%)

  -- Senior Secured Revolver (due December 2013), Unchanged at
     Baa3, LGD2, 12% (from LGD1, 9%)

  -- Senior Secured Second Lien Notes (due 2017), Unchanged at
     Ba3, LGD4, 53% (from LGD3, 47%)

  -- Senior Unsecured Notes (due 2018), Unchanged at B2, LGD6,
     91% (from LGD5, 87%)

To be Withdrawn:

  -- Senior Secured Term Loan B (due October 2015), Baa3, LGD1, 9%
     (to be Withdrawn following successful completion of
     refinancing and ensuing pay down)

Sinclair recently announced an offering for a new $100 million
term loan A due March 2016 and a new $240 million term loan B due
October 2016.  Net proceeds will be used to refinance all of the
existing $270 million term loan B due 2015 and to fund the take
out of the remaining $70 million of the parent company's 6%
convertible debentures due 2012 (unrated).

The affirmed Ba3 CFR reflects the refinancing of near term
maturities and incorporates Sinclair's improved financial profile
driven primarily by a recovery in ad revenues for its core
television properties as reflected in the company's better than
expected financial results in the 4th quarter of 2010 and Moody's
stable industry outlook for 2011 and 2012.  The ratings
accommodate the potential for greater outflows of excess cash as
contemplated by the increased baskets for restricted payments and
other investments.  Moody's note that despite Moody's projected
decrease in revenues and EBITDA for 2011, due largely to the
absence of record levels of political ad spending in 2010, Moody's
expect debt-to-EBITDA ratios will remain within existing financial
covenants.  Providing further stability, Sinclair recently renewed
its affiliation agreement with Fox and entered into a multi-year
carriage deal with Time Warner Cable, providing a 12-24 month
window before significant agreements will need to be negotiated.
In the event of an extended NFL lockout for the 2011-2012 season,
Moody's believe the net impact would not be significant.

The stable outlook reflects Moody's expectations that total debt-
to-EBITDA will remain below 5.0x (including Moody's standard
adjustments) and that funded debt balances will remain below
$1.25 billion, absent debt financed acquisitions.  The Ba3 CFR
reflects still high financial risk, nonetheless, and the inherent
cyclicality of the broadcast television business, among other
factors.  Somewhat mitigating these risks are the company's TV
station portfolio, which includes 38 stations that benefit from
favorable duopoly structures and 4 stations that benefit from
joint service arrangements, a diverse offering of network
affiliations, and a national footprint covering 35 markets.

Moody's would consider a downgrade if debt-to-EBITDA ratios were
sustained above 5.75x (incorporating Moody's standard adjustments)
as a result of deteriorating operating performance due to weak
advertising demand or as a result of acquisitions, distributions
or liquidity becoming strained due to deteriorating covenant
cushion or reduced revolver availability in the absence of
adequate cash balances.  Moody's would consider a potential
upgrade of the CFR if Sinclair's debt-to-EBITDA ratio were
sustained comfortably below 4.25x with free cash flow-to-debt
ratios in the high single digit range and good liquidity.

The last rating action occurred on September 20, 2010 when Moody's
upgraded Sinclair's CFR to Ba3 from B1, its PDR to Ba3 from B1, as
well as other debt instruments of Sinclair Broadcast Group, Inc.
and Sinclair Television Group, Inc.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 television stations in 35 markets
primarily through STG and its local marketing agreements with
10 stations.  Sinclair generated revenue of approximately
$767 million for the trailing twelve months ended December 2010.


SIRIUS XM: Reports $43.05 Million Net Income in 2010
----------------------------------------------------
Sirius XM Radio Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$43.05 million on $2.82 billion of total revenue for the year
ended Dec. 31, 2010, compared with a net loss of $352.04 million
on $2.47 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion
in total assets, $7.17 billion in total liabilities and
$207.64 million in stockholders' equity.

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

               http://ResearchArchives.com/t/s?73d0

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

                           *     *     *

Sirius carries (i) a 'B+' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.


SOLUTIA INC: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Solutia
Inc., including its corporate credit rating to 'BB' from 'BB-'.
The outlook is stable.

At the same time, S&P assigned its 'BB+' issue rating (one notch
higher than the corporate credit rating) to Solutia's proposed
$700 million first-lien senior secured term loan, due 2017.  S&P
assigned a '2' recovery rating to this loan, indicating its
expectation of substantial (70% to 90%) recovery for lenders in
the event of a default.  S&P raised the issue rating on Solutia's
existing first-lien debt to 'BB+' from 'BB-' and revised the
recovery rating on this debt to '2' from '3'.  The '2' recovery
rating indicates S&P's expectation for substantial recovery (70%
to 90%) in the event of a payment default.

S&P raised the issue rating on Solutia's unsecured debt to 'BB-'
from 'B+'.  The recovery rating remains '5', which indicates S&P's
expectation for modest recovery (10% to 30%) in the event of a
payment default.

S&P expects proceeds from the proposed term loan to pay down
outstanding amounts under the existing $850 million term loan.
S&P will withdraw its ratings on the company's existing term loan
on completion of the proposed transaction.

"S&P's rating actions reflect improvements to the company's
financial profile, and its expectation that Solutia's satisfactory
business profile, along with a prudent financial policy, will
sustain credit metrics at levels appropriate for the ratings,"
said Standard & Poor's credit analyst Paul Kurias.

Pro forma for recent 2010 acquisitions, and recent debt paydowns,
including $50 million in January 2011, S&P expects the key ratio
of funds from operations to total debt to be approximately 20% at
year-end 2010.  S&P expects the ratio to improve in 2011 to more
than 20%, consistent with its expectation for this ratio at the
current rating.  S&P also expect at least a modest improvement in
leverage metrics in 2011 based on S&P's assumption that the
company will continue to benefit from the ongoing economic
recovery, and that its portfolio of specialty businesses will
continue to generate high operating margins (before depreciation
and amortization) in the 25% area.  Solutia has demonstrated a
recent track record of improving earnings -- EBITDA on a last-12-
month basis improved to about $504 million as of Dec. 31, 2010,
from about $424 million in 2009.  S&P expects that the company
will continue to be prudent in its use of debt, and maintain
leverage at appropriate levels after factoring in growth
initiatives including acquisitions.

The rating on Saint Louis, Mo.-based Solutia Inc. reflects the
company's significant financial risk profile, along with a
satisfactory business risk profile, characterized by high
operating margins, geographic diversity, and good market shares.

Solutia's specialty chemical businesses hold clear leadership
positions in their niche markets.  The relatively small size of
these markets, along with the company's technological capability
and global manufacturing footprint, contribute to these leadership
positions.  In many of its businesses, the company's products meet
specialized customer requirements.  This focus and the critical
nature of the company's products to end customers contribute to
Solutia's lofty margins and S&P expects will enable the company to
withstand pressures brought about by raw material inflation or
pricing related competitive issues.  S&P expects EBITDA to improve
in 2011.  The businesses are geographically diverse with about 75%
of Solutia's revenue derived from markets overseas.  Endmarket
diversity is expected to improve with the acquisition of Etimex
Solar and the increased focused on energy solutions markets.
Still, the business has meaningful exposure to automobiles and
architectural endmarkets, but some of the risk of exposure to such
cyclical endmarkets is offset by the value-added content of its
products, which sustains growth, and that fact that Solutia also
caters to more stable aftermarket demand in these segments.  In
addition, the company's competitive position in these segments is
expected to provide some insulation from volatility in these
markets.

The stable outlook reflects S&P's expectation that credit measures
will remain appropriate for the ratings.  S&P expects that the
company will continue to benefit from the improving outlook in its
end markets.  S&P assume a steady growth in revenues over the next
year and operating margins of about 25%.  S&P's ratings do not
factor in acquisitions that elevate leverage metrics or meaningful
shareholder rewards.  S&P could raise its ratings if operating
performance continues to improve or if the company continues to
pay down meaningful amounts of debt so that the ratio of FFO to
total debt improves to above 20% on a sustainable basis.  A
faster-than-expected improvement to operating performance could
result from revenue growth above the mid-single-digit level S&P
assumed and operating margins well in excess of 25%.

S&P could lower the ratings if revenue growth unexpectedly stalls,
if margins decline to about 20% or lower, or if large acquisitions
raise debt levels and push the ratio of funds from operations to
total debt meaningfully below 20%, with limited prospects for
improvement.


SWADENER INVESTMENT: Tulsa Office-Building Owner in Chapter 11
--------------------------------------------------------------
Swadener Investment Properties LLC filed a bare-bones Chapter 11
petition (Bankr. N.D. Okla. Case No. 11-10322) on Feb. 18 in its
hometown.  The Debtor estimated assets and debts in excess of $10
million.  Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen,
Orbison, in Tulsa, represents the Debtor.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates Swadener Investment owns a 97,000-square-foot, high-rise
office building in Tulsa, Oklahoma.  The property is located at
5810 East Skelly Drive, just off Interstate 44.

Swadener Investment's Chapter 11 case summary is found in the
Feb. 21, 2011 edition of the Troubled Company Reporter.


TEXTRON INC: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and long-term
debt ratings for Textron Inc. and Textron Financial Corporation at
'BB+'.  The Rating Outlook has been revised to Positive from
Stable.  TXT's and TFC's short-term ratings have been affirmed at
'B'.  The short-term ratings for TFC are being withdrawn as TFC is
not expected to be active in the short-term debt market in the
foreseeable future.

TFC's ratings are linked to TXT's ratings through a support
agreement and other factors.  The support agreement requires TXT
to maintain full ownership, minimum net worth of $200 million and
fixed charge coverage of 1.25 times.  Other factors supporting the
rating linkage include a shared corporate identity, common
management, including the recent integration of TFC's treasury and
certain other functions, and the extension of intercompany loans
to TFC.

The Positive Outlook recognizes substantial progress liquidating
TFC's non-captive portfolio, overall debt reduction and declining
leverage, and improving cash flow from the company's manufacturing
operations.  The significance of previous concerns about liquidity
has diminished relative to the pace and size of the liquidation of
TFC's non-captive portfolio thus far and as visibility improves
for TFC's remaining portfolio liquidation and debt maturities.
Covenant compliance under TXT's and TFC's bank facilities is also
less of a concern.  TXT repaid its bank facility in 2010 and TFC
has reduced usage under its facility by $550 million, with plans
to repay the remainder before maturity in 2012.

Other factors that support the ratings include TXT's access to
capital markets, stability provided by TXT's defense-related
businesses, and stabilizing albeit weak demand in Cessna's
business jet market.  Fitch believes TXT's leverage could fall
further as earnings improve.  At the end of 2010, gross
debt/EBITDA at TXT's manufacturing business was approximately
2.3x-2.4x on a preliminary basis compared to 4.0x at the end of
2009.

Additionally, with respect to TFC, supporting factors include the
overall adequacy of TFC's portfolio assets to support repayment of
TFC's debt and a corresponding expectation that near-term support
from TXT to complete the restructuring of TFC, including the
liquidation of the non-captive portfolio, will remain at modest
levels

Given the underlying credit quality of the remaining non-captive
portfolio, particularly the timeshare and golf mortgage assets,
which represent the largest components of the remaining non-
captive exposure, a significant rating concern is the ability of
the company to generate expected proceeds from liquidation of the
timeshare and golf mortgage assets.  TXT-related rating concerns
reflect low unit deliveries and margins at Cessna, and pension
contributions.

Fitch views TXT's financial profile, including the planned
restructuring of TFC, as consistent with a low investment grade
rating.  Through completion of the restructuring of TFC, Fitch
believes TXT has the capacity to support TFC's efforts to
liquidate the non-captive assets at anticipated loss rates and re-
balance TFC's operations and capital structure.  However, if cash
generated from the liquidation of TFC's non-captive portfolio is
markedly lower than expected due to higher credit losses or
discounting, the impact on TXT's liquidity could be material and
limit TXT's ability to invest in its manufacturing business.  This
would likely alter current positive rating momentum.

TXT's support for TFC is expected to include both capital
contributions and intercompany loans to TFC.  TFC's ongoing losses
require TXT to contribute capital under a support agreement, but
TFC's liquidity was sufficient in 2010 to pay dividends to TXT
well in excess of capital contributions.  Future capital
contributions, net of dividends, may be nominal given TFC's
estimate that the liquidation of its non-captive portfolio can be
completed within existing capital levels.  Support in the form of
outstanding loans to TFC amounted to approximately $300 million-
$400 million as of Jan. 1, 2011.  Due to losses at TFC, and
depending on the timing of TFC's receivables liquidation, TXT may
advance additional intercompany loans to fund TFC's debt
repayment.  TFC currently expects to report losses through 2012
but at declining levels.  It expects the captive business to be
near break even in 2011.

Fitch believes TXT has sufficient liquidity to support TFC at
modest levels based on TXT's solid cash balances and free cash
flow.  At the end of 2010 consolidated cash totaled $931 million
including $898 million at the manufacturing businesses.  TXT's
manufacturing cash flow from operations in 2010 was better than
anticipated by Fitch, due largely to higher volumes late in the
year at Cessna, Bell and Kautex.  If these recent demand trends
continue, TXT's operating cash flow could improve further in 2011
and strengthen its ability to support TFC if necessary.

Fitch estimates TXT's free cash flow could be around $500 million
or more in 2011 after pension contributions, increases in capital
expenditures and R&D spending, and dividends.  TXT expects to
contribute $250 million to its pension plans in 2011, including
approximately $150 million of voluntary contributions.
Contributions in subsequent years could be significant depending
on market conditions.

TXT's consolidated debt declined by $3.2 billion during 2010
including a $2 billion reduction at TFC and $1.2 billion at TXT.
TFC's managed debt was nearly $3.7 billion as of Jan. 1, 2011.  It
included $1.4 billion of bank debt that it plans to repay before
the scheduled maturity in 2012.  TXT repaid its bank facility in
2010 and plans to put a new credit line in place during the first
half of 2011.  Debt maturities at TXT are modest through 2012, at
less than $200 million.  Approximately $900 million is due in
2013, including $600 million face amount of convertible debt for
which the conversion price was well below the stock price as of
Jan. 1, 2011.  TXT intends to repay principal with cash.

Parts of TXT's manufacturing businesses began to recover in 2010.
Overall performance is being supported by defense business in the
Systems and Bell segments, including helicopters and unmanned
aerial vehicles.  These program categories are well supported in
the U.S. defense budget although they could be subject to margin
pressure.  Furthermore, these segments have a substantial
installed base which generates service revenue.  Near term
operating weakness is concentrated at Cessna.  Cessna's business
jet market has been at trough levels longer than expected but
appears to be stabilizing or even improving slightly.  Cessna's
deliveries increased materially in the fourth quarter of 2010
which reduced a previous buildup of unsold aircraft.  Despite
recent positive signs including lower inventories of used jets and
rising orders, a significant recovery for business jets is not
expected before 2012.  Deliveries in the fourth quarter also
increased in Bell's commercial helicopter business compared to low
levels earlier in the year.

Although TXT completed restructuring efforts across all of its
businesses during 2010, margins at Cessna likely will stay at low-
to-mid-single digits until the recovery strengthens due to the
difficulty in covering overhead costs while volumes are low.
Deliveries at Cessna could be flat to slightly higher in 2011 but
dollar sales could see relatively more improvement than unit
deliveries due to an expected shift in product mix toward larger
aircraft and away from Cessna's very light Mustang.  Ongoing
industry concerns include the availability of financing and
competitive pressure as the business jet market becomes more
global.

In the Industrial segment, Kautex is seeing stronger sales due to
strength in automotive production.  The segment's E-Z-Go, Jacobsen
and Greenlee units are also seeing better results although weak
non-residential construction activity is likely to have a modest
negative impact through 2011.

Fitch affirms these ratings:

TXT

  -- IDR at 'BB+';
  -- Senior unsecured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

TFC

  -- IDR affirmed at 'BB+';
  -- Senior unsecured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Junior subordinated notes at 'B+';
  -- Short-term IDR at 'B', and withdrawn;
  -- Commercial paper at 'B', and withdrawn.

Approximately $6.1 billion of debt outstanding at Dec. 31, 2010,
is affected by the ratings, including $2.4 billion at TXT and
$3.7 billion at TFC.  Fitch includes in debt the full $600 million
of TXT's 4.5% convertible notes, rather than the discounted amount
as reported.


TRAVELCLICK INC: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on New York City-based TRAVELCLICK Inc.
The outlook is stable.

At the same, S&P assigned a 'B' issue-level rating and '4'
recovery rating to TRAVELCLICK's proposed $230 million first-lien
senior secured credit facility, consisting of a $20 million
revolving credit facility due 2016, a $160 million term loan B due
2016, and a $50 million delayed-draw term loan exercisable within
the first two years of closing.  The '4' recovery rating indicates
S&P's expectations for average (30%-50%) recovery for lenders in
the event of a payment default.  The company will use the proceeds
from the new senior secured facilities to refinance its existing
debt and, along with cash on hand, to make an acquisition.

"The rating on TRAVELCLICK reflects its narrow business profile,
modest revenue and EBITDA base, and S&P's view that the company's
ownership structure and acquisitive growth strategy are likely to
preclude sustained deleveraging," said Standard & Poor's credit
analyst Andrew Chang.  Consistent profitability through the
industry downturn, moderately improving travel industry
conditions, and relatively high recurring revenue base all partly
offset those factors.


TROPICANA ENT: Adamar Says NRF Fund Should Be Reduced to $0
-----------------------------------------------------------
Adamar of NJ In Liquidation, LLC, formerly known as Adamar of New
Jersey, Inc., and Manchester Mall, Inc., submitted to the U.S.
Bankruptcy Court for the District of New Jersey a supplemental
brief to its Motion to Expunge a $1.6 million United Fund Claim.
The Supplemental Brief specifically addresses applicability of
Section 1405(a) of the Labor Code to the matter.  It does not
address the NJ Debtors' rights to file other objections to the
Fund Claim.

The NJ Debtors are seeking to reduce and expunge a $1,605,000
administrative expense claim filed by National Retirement Fund,
designated as Claim No. 779, for withdrawal liability under the
Employment Retirement Income Security Act of 1974, Section 1381 of
the Labor Code, et seq. National Retirement Fund asserted that the
NJ Debtors' sale of substantially all of their assets triggered a
complete withdrawal from the Fund and that it is entitled to an
administrative expense claim under Section 503(b)(1)(A) of the
Bankruptcy Code for the postpetition portion of the NJ Debtors'
2009 unfunded vested benefits pool.

The National Retirement Fund is one of the fringe benefit funds
the NJ Debtors make contributions to on behalf of employees
covered by the NJ Debtors' collective bargaining agreement with
the UNITE HERE International Union.

The NJ Debtors argued that under Section 1405(a) of the Labor
Code, they were a withdrawing employer not undergoing a
reorganization that sold their assets in a bona fide and arm's-
length transaction to an unrelated party.  The NJ Debtors also
said that after closing of their asset sale, their liquidation or
dissolution value was zero dollars.

National Retirement Fund objected to the Expungement Motion,
arguing that the NJ Debtors were an employer "undergoing
reorganization" under Chapter 11 and, therefore, could not
utilize Section 1405(a) of the Labor Code to limit their
withdrawal liability.  The Fund also contended that the NJ
Debtors' dissolution or liquidation value after the Closing was
not $0.  National Retirement Fund stated that the Court should
consider "the Available Post-Closing Cash" as an asset of the NJ
Debtors that may satisfy the Fund Claim.

Representing the NJ Debtors, Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, notes
that National Retirement Fund mentioned for the first time at the
Nov. 16, 2010 hearing on the Motion that Section 1405(b) of the
Labor Code may apply to the present case, while not necessarily
committing to any argument that it does.

In relation to their Supplemental Brief, the NJ Debtors
incorporate by reference the arguments made in their Motion and
Reply to avoid duplication.

The NJ Debtors state that they do not believe Section 1405(b) of
the Labor Code applies to the facts of the present case and that
Section 1405(a) contemplates the "exact situation presented by
this case."  The statute contemplates a "bona fide sale of all or
substantially all of the employer's assets in an arm's-length
transaction to an unrelated party," following which only a
"liquidation or dissolution value" would remain, Ms. Volkov
points out.

"Because the NJ Debtors' liquidation or dissolution value after
the Closing was $0, any alleged withdrawal liability they might
have to National Retirement Fund should be reduced to $0
precisely within the construct of Section 1405(a) of the Labor
Code," Ms. Volkov asserts.

If Section 1405(b) of the Labor Code applies in this case, the NJ
Debtors should nevertheless be allowed to eliminate any potential
withdrawal liability under Section 1405(a) of the Labor Code, Ms.
Volkov asserts.

In the event the Court denies the Motion or rules that Section
1405(b) of the Labor Code is the only applicable statute in the
current case, the inquiry into the allowance of the Fund Claim
will not end there, according to Ms. Volkov.  The NJ Debtors
should be afforded the opportunity to take discovery and file
additional objections to the Fund Claim based on priority and
amount, she says.

With respect to National Retirement Fund's discussion of the
Multiemployer Pension Plan Amendments Act of 1980's "sale of
assets" exemption from withdrawal liability during the Hearing,
Ms. Volkov asserts that it is irrelevant as the purchasers of the
NJ Debtors' assets did not agree to assume any liability of the
NJ Debtors under ERISA and did not agree to post a bond as
required by Section 1384 of the Labor Code.  "Any discussion by
National Retirement Fund of Section 1384 is irrelevant," she
maintains.

                   Purchasers Support Motion

Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and
Tropicana AC Sub Corp. -- the purchasers or specified parties in
the Amended Purchase Agreement for the sale of substantially all
of the NJ Debtors' assets -- filed a brief in support of, and
joinder in, the NJ Debtors' Motion, Reply, and Supplemental Brief
in support of the Motion.  They agree that the Fund Claim should
be reduced to $0 in accordance with Section 1405(a) of the Labor
Code and expunged.

The Purchasers filed their brief to respond to an argument raised
by National Retirement Fund at the November 16 Hearing.  The Fund
argued that the Court should consider "the Available Post-Closing
Cash" or the Escrow Fund as an asset of the NJ Debtors that may
be used to satisfy the Fund Claim.

On behalf of the Purchasers, Oscar N. Pinkas, Esq., at SNR Denton
US LLP, in Short Hills, New Jersey, asserts that National
Retirement Fund's argument is:

  (i) outside the scope of relief requested in the Motion and
      should not be considered by the Court.  The only issue
      before the Court is whether Section 1405(a) or (b) of the
      Labor Code applies to the Fund Claim; and

  (b) without any merit and is "totally wrong."  Neither the
      "Available Post-Closing Cash" nor the cash in an escrow
      fund related to the asset sale are assets of the NJ
      Debtors.  All cash -- and substantially all other assets
      -- owned by the NJ Debtors were purchased free and clear
      by the Specified Parties.  The Amended Agreement and Sale
      Order make clear that the Specified Parties did not assume
      or agree to pay the Fund Claim.

To the extent cash is being held by the NJ Debtors in the Escrow
Fund or otherwise, it is an asset of the Specified Parties funded
by them upon the Closing of the sale and was dedicated to the
payment of specific claims, Mr. Pinkas elaborates.  Any excess is
owned by and reverts to the Specified Parties, he relates.

National Retirement Fund's assertion that the Escrow Fund may be
used to satisfy the Fund Claim is, therefore, incorrect as courts
routinely approve sales of assets under Section 363 of the
Bankruptcy Code in which purchasers disclaim liabilities they do
not want to assume or pay, Mr. Pinkas points out.

The Purchasers thus ask the Court:

  (i) to hold that the Motion seeks an advisory opinion on the
      basis that the Fund Claim will never be paid, even if
      allowed, because of the Section 363(m) protections
      afforded to the Purchasers' purchase of all of the NJ
      Debtors' cash and cash equivalents free and clear, or,

(ii) assuming arguendo that the Court reaches the merits of the
      Motion, to reduce the Fund Claim to $0 in accordance with
      Section 1405(a) of the Labor Code and expunge the same
      claim.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning
casinos and resorts in Atlantic City, New Jersey and Evansville,
Indiana, obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711)
to effectuate a sale of the Atlantic City Resort and Casino to
a group of Investors-led by Carl Icahn.   Judge Judith H.
Wizmur presides over the cases.  Manchester Mall is a wholly
owned subsidiary of Adamar that owns and operates certain real
property utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: Lightsway Amends Complaint vs. Yung, et al.
----------------------------------------------------------
Lightsway Litigation Services, LLC, as trustee of the Tropicana
Litigation Trust, amended its adversary complaint against William
J. Yung, III; Wimar Tahoe Corporation, formerly known as
Tropicana Casino and Resorts, Inc.; and Columbia Sussex
Corporation in a court filing dated Feb. 9, 2011.

Lightsway filed its original complaint almost a year ago,
alleging that the Original Defendants engaged in gross
misconduct, recklessly mismanaged the Tropicana Casino Debtors'
business and operations, and aided and abetted in actionable
breach of their fiduciary obligations to one ore more of the
Debtors -- which ultimately led to insolvency of the Debtors.

Lightsway filed the First Amended Complaint in time to beat the
Feb. 9, 2011 deadline for such filing set by U.S. Bankruptcy
Court for the District of Delaware.  The previous deadline was
previously set for the last week of January.  The Court allowed
the extension to allow further discussions among the parties on
whether or not and how Lightsway will seek equitable
subordination in the Amended Complaint.

Joe Yung, 1994 William J. Yung Family Trust, CSC Holdings,
LLC, JMBS Casino Trust, and Casuarina Cayman Holdings, LLC,
are no longer named as defendants under the Amended Complaint.
Lightsway earlier filed a separate pleading with the Court,
seeking dismissal of Joe Yung, the Yung Family Trust, CSC, JBMS
and Casuarina from the adversary complaint, without prejudice.

Under the Amended Complaint, Lightsway specifically seeks a
declaratory judgment that any claims filed by Defendants William
Yung, Wimar and Columbia in the Debtors' bankruptcy cases should
be equitably subordinated, if and when those claims are allowed.

Joseph Grey, Esq., at Cross & Simon LLC, in Wilmington, Delaware,
relates that the Defendants have filed claims against the Debtors
on various grounds, including alleged administrative and priority
claims, indemnity agreements with third parties, payments made in
connection with a certain "Park Cattle litigation," and tax-
related claims.  Wimar and Columbia also filed motions for
summary judgment seeking allowance of their claims.

Mr. Grey asserts that Lightsway is entitled to a declaration of
its right to equitable subordination of the Defendants' claims
because:

  -- the Defendants have engaged in inequitable conduct;

  -- the misconduct resulted in injury to the plaintiff and the
     plaintiff's beneficiaries, creditors of the Debtors and
     conferred an unfair advantage on the Defendants; and

  -- equitable subordination is not inconsistent with the
     provisions of the Bankruptcy Code.

Lightsway reiterates its allegations of breach of fiduciary
obligation against Mr. Yung; and allegations of (i) aiding and
abetting, (ii) breach of contract, and (iii) breach of implied
covenant of fair dealing against Columbia and Wimar.

Lightsway is filing the Complaint on behalf of the Debtors and
pursuant to the Litigation Trust established under the Debtors'
confirmed Chapter 11 Plans.

A full-text copy of the Amended Complaint is available for free
at http://bankrupt.com/misc/Tropi_Lightsway1stAmdCmplt.pdf

The Defendants have until March 11, 2011, to file a response to
the Amended Complaint.

The status conference on the Complaint is postponed until the
omnibus hearing on Feb. 23, 2011, at 11:00 a.m.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: Two Claimants Oppose Bar Date Enforcement
--------------------------------------------------------
As reported in the Feb. 2, 2011 edition of the Troubled Company
Reporter, pursuant to Section 501 of the Bankruptcy Code and Rules
3003(c)(2) and (3) of the Federal Rules of Bankruptcy Procedure,
Adamar of NJ In Liquidation, LLC, formerly known as Adamar of New
Jersey, Inc., and Manchester Mall, Inc., ask the U.S. Bankruptcy
Court for the District of New Jersey to enforce the May 27, 2009
Bar Date Order.  Counsel to the NJ Debtors, Ilana Volkov, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey, noted that there are certain known creditors that received
the Bar Date Notice, but failed to file a proof of claim on or
before the Bar Date.  A list of these Estopped Creditors is
available at no charge at:

    http://bankrupt.com/misc/TropiA_EstoppedParties012511.pdf

                  M. Ortiz and S. Perez Object

Martiza Ortiz and Sandra Perez asked the U.S. Bankruptcy Court
for the District of New Jersey to deny Adamar New Jersey's Motion
for enforcement of the Bar Date Order, or in the alternative,
modify the proposed order because the Enforcement Motion is "not
appropriate as sought and is grossly over broad."

Mses. Ortiz and Perez asserted that they sustained injuries
during the course of their employment at Adamar NJ, d/b/a
Tropicana Casino and Resort, which gave rise to various workers'
compensation claims.  Both individuals are identified by the NJ
Debtors' counsel as Estopped Parties.  Mses. Ortiz and Perez are
also listed in Schedule F of the NJ Debtors' filings and
identified as having a workers' compensation claim, Francis J.
Ballak, Esq., at Goldenberg, Mackler, Sayegh, Mintz, Pfeffer,
Bonchi & Gill, A Professional Corporation, in Northfield, New
Jersey, related.

Mr. Ballak noted that the Enforcement Motion seeks entry of an
order that would require dismissal with prejudice of any
prepetition workers' compensation claim, which Msses. Ortiz Perez
may have.

On behalf of Msses. Ortiz and Perez, Mr. Ballak argued that:

    * Any order on the pending Motion should not deny nor
      prohibit the rights to proceed against insurance, if
      available.  The interest of Adamar with regards to the
      workers' compensation claims were protected by applicable
      insurance and matters involving the applicable insurance
      carriers were settled with a Court-approved settlement.
      The medical care and compensation provided have all been
      paid through available insurance;

    * There has not been any impact upon the NJ Debtors nor is
      there a chance of future prejudice to them.  Msses.
      Ortiz's and Perez's claims are small in comparison to the
      size of the NJ Debtors' estate and in light of applicable
      insurance, those claims should have no impact; and

    * The requested relief is overbroad in that it seeks a
      dismissal with prejudice of the claims.  Under the
      statutory scheme for workers' compensation in New Jersey,
      in the event employees are left without an ability to
      obtain payment from the employer or insurance, the
      employee then would have a statutory right to make a claim
      against the Guaranty Fund.  The relief sought by the NJ
      Debtors would deny this right and ability.  Any order
      which may be entered should not deny these employees the
      ability to assert claims against the Guaranty Fund.

With regards to Ms. Ortiz, a request for review and modification
of the Settlement has been made as her condition had worsened,
according to Mr. Ballak.  The worsening of her condition was not
known before the Petition Date and has only recently developed,
Mr. Ballak related.  He believes that the request for review and
modification will also be covered by the applicable insurance.
Ms. Ortiz's claim was listed as unknown and unliquidated in the
NJ Debtors' Schedule F.

While Ms. Perez's matter has been completely settled as of
Feb. 7, 2011, there remains some time under which, if appropriate,
she would be able to make an application for review and
modification if her condition worsens, according to Mr. Ballak.
Ms. Perez should not be denied her rights in the event her
condition or symptoms worsen in the future, Mr. Ballak contended.

An amended list of the Estopped Creditors, those who have received
the Bar Date Notice but failed to file a proof of claim on or
before the Bar Date, is available at no charge at:

    http://bankrupt.com/misc/TropiA_AmEstoppedParties020711.pdf

                         *     *     *

Judge Judith H. Wizmur granted the Enforcement Motion as to
certain Estopped Creditors, which excludes Martiza Ortiz and
Sandra Perez.

The applicable Estopped Creditors are barred, estopped, and
enjoined forever from asserting against the Debtors claims that
arose before April 29, 2009, and the Debtors are discharged
forever from any and all indebtedness or liability arising from
those claims.

The applicable Estopped Creditors will cause to be dismissed with
prejudice any and all complaints, proceedings, or actions in any
forum or court, and any workers' compensation actions, claims, or
charges against the Debtors within 30 days, Judge Wizmur orders.
They are forever barred from filing or initiating a lawsuit,
proceeding or action, or workers' compensation action, charge, or
claim against the Debtors for claims that arose before the
Petition Date.

The hearing with respect to Martiza Ortiz's and Sandra Perez's
claims has been adjourned to March 15, 2011, at 2:00 p.m.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TUBO DE PASTEJE: IUSA Has Deal to Cover Tubo-Cambridge Lee Plans
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Industrias Unidas SA, a Mexico City-based
manufacturer of copper and electrical products, said that it has
agreement in principle with creditors for a $371 million debt
swap.

According to Mr. Rochelle, the bankruptcy court on Feb. 22
extended the exclusive rights of IUSA units Tubo de Pasteje SA and
Cambridge-Lee Holdings Inc. to propose a Chapter 11 plan until
March 7.

In requesting the exclusivity extension, the companies said there
was a "term sheet outlining the terms of a consensual
restructuring."  Tubo said it hoped the plan would be filed in the
"near term."

Holders of $200 million in 11.5% senior notes due 2016 are to
receive new secured notes, according to the statement.

                       About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009 following a Nov. 15 payment default on US$200 million
in 11.5% senior notes due 2016.  Tubo and its subsidiary sought
bankruptcy protection when the 30-day grace period was nearing its
end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


UNISYS CORP: Debt Reduction Cues Fitch's Positive Watch
-------------------------------------------------------
Fitch Ratings has placed Unisys Corporation's ratings on Rating
Watch Positive following the company's proposal to reduce total
debt by up to $383 million based on Fitch's estimates, or
approximately 46%, funded with the sale of $225 million of three-
year mandatorily convertible preferred stock and $220 million of
existing cash on hand.  Based on Fitch's prior criteria and
recently issued exposure draft criteria for assigning equity
credit to hybrid securities, the new preferred stock would likely
qualify for 100% equity credit primarily due to the security's
mandatory equity conversion, loss absorption benefits for
bondholders, short-term maturity of three years and manageable
equity dilution of approximately 10% upon conversion, assuming an
estimated conversion premium of 20%.  Approximately $840 million
of debt is affected by Fitch's rating actions.

Under the terms of the secured note indentures, Unisys has 90 days
to use the net proceeds from an equity offering to redeem up to
35% of the first- and second-lien debt at a reduced redemption
price of 112.75% and 114.25%, respectively, compared with the
tender offer price.  Furthermore, the ultimate amount of secured
debt reduction is also contingent upon the outcome of Unisys'
concurrently announced tender offer to repurchase up to
$220 million of first- and second-lien notes, respectively,
excluding accrued and unpaid interest, at an average redemption
price of nearly 123%, including the early tender premium of 4%
that expires on March 24, 2011.  As a result of the aforementioned
uncertainties, Fitch expects to resolve the Rating Watch Positive
upon expiration of the company's tender offering on April 8, 2011.

Fitch believes successful execution of the proposed secured debt
reduction initiatives in terms of receipt of targeted net proceeds
from the preferred stock offering and a fully subscribed tender
offer will most likely result in at least a one notch upgrade of
Unisys' 'B+' Issuer Default Rating reflecting:

  -- A significant 46% decline in total outstanding debt to $467
     million on a pro forma basis from approximately $840 million
     as of Dec. 31, 2010, excluding unamortized debt discounts.

  -- A nearly 25% increase in pro forma free cash flow to
     approximately $166 million from $134 million in 2010 due to
     lower pro forma after-tax interest expense, according to
     Fitch's estimates.  In addition to the decline in total debt,
     Fitch projects pro forma interest expense will also benefit
     from a 50 basis point decline in the weighted average
     interest rate to 12.3% since the first- and second-lien notes
     pay the highest annual interest rates in the current debt
     structure of 12.75% and 14.25%, respectively. Fitch notes the
     $51 million pre-tax decline in pro forma interest expense
     will be partially offset by an estimated $15 million-$20
     million of annual dividends on the new preferred stock.

  -- A material improvement in Unisys' credit protection measures
     on a pro forma basis.  Fitch estimates pro forma total
     leverage (total debt/operating EBITDA) will decline to 0.7
     times from 1.3x as of year-end 2010, while cash flow-
     based leverage (total debt/free cash flow) will strengthen to
     2.7x from 6.3x.  Lastly, Fitch projects pro forma interest
     coverage (operating EBITDA/ interest expense) of
     approximately 11x compared with 6x in 2010. Fitch notes there
     is variability in the pro forma credit protection measures
     attributable to the amount and mix of secured debt ultimately
     tendered.  In a worst case tender offer scenario in which no
     debt is tendered, total debt would still decline by
     approximately $210 million, assuming the preferred stock
     offering is successful, resulting in pro forma total
     leverage, cash flow-based leverage and interest coverage of
     1x, 3.6x and 9x, respectively.

  -- A more manageable pro forma annual debt maturity schedule
     with aggregate maturities of $248 million from 2014-2015,
     consisting of approximately $156 million in 2014 and
     $92 million in 2015, compared with current aggregate
     maturities of nearly $622 million, consisting of $375 million
     and $247 million in the corresponding years.

Fitch anticipates the secured debt may be upgraded by one notch
depending on the revised IDR, while the senior unsecured notes
will most likely be upgraded by two notches due to the combination
of an IDR upgrade and stronger recovery prospects given the
material reduction of secured debt in the debt structure.
Assuming successful execution of the proposed secured debt
reduction initiatives, Fitch estimates total secured debt will
decline to $238 million on a pro forma basis, or 0.4x EBITDA for
2010, from nearly $622 million currently, thereby greatly
improving the recovery prospects for the senior unsecured debt
holders in the event of default.

Fitch has placed these ratings for Unisys on Rating Watch
Positive:

  -- IDR 'B+';
  -- First lien senior secured notes at 'BB+/RR1';
  -- Second lien senior secured notes at 'BB+/RR1';
  -- Senior unsecured notes at 'B+/RR4'.


UNISYS CORP: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

The positive outlook reflects Unisys' planned reduction of
leverage (about 4x prior to the proposed tender, adjusted for
pension liability and operating leases) as well as improvements in
operating performance, including solid recurring free cash flow.
Given the relatively high cash balance ($828 million as of
December 31, 2010 compared to reported debt of $824 million) of
the company and the company's stated objective to reduce debt by
75% by the end of 2013, Moody's expect the company will continue
to pay down debt throughout 2011.  The positive outlook also
considers Moody's expectation that Unisys will grow revenues by
low single digits over the next year with modest profitability and
free cash flow consistent with recent levels arising from a more
streamlined services portfolio.

The B1 CFR is supported by a diversified services portfolio, which
includes a relatively stable Public Services portfolio (40%+ of
total revenues) and international revenues which account for more
than half of total revenues.  The B1 rating is constrained by a
significant unfunded pension liability of nearly $1.4 billion and
the company's modest size relative to much larger competitors with
greater financial resources and a higher offshore labor mix.

Unisys' rating could be upgraded if the company were to
demonstrate sustainable organic revenue growth, solid improvements
in operating margins, consistent free cash flow, and a meaningful
reduction in leverage (i.e., Moody's adjusted debt to EBITDA,
including unfunded pension obligations, of less than 3x and free
cash flow to debt of at least 10% on a sustained basis).

The proposed preferred stock issuance is expected to be
$225 million of gross proceeds, with the ability of the
underwriters to exercise a 15% green-shoe to bring the full
issue as high as $259 million.  The net proceeds from the
preferred stock issuance will be used primarily to claw back up
to $98.7 million face value of the 12.75% senior secured notes due
in 2014 and $86.3 million face value of the 14.25% senior secured
notes due in 2015.  Simultaneously, the company also announced
that it will tender for additional secured notes using a maximum
of $220 million of cash on hand.

These ratings were affirmed (assessments revised):

  -- Corporate family rating of B1;

  -- Probability-of-default rating of B1;

  -- $385 million 12.75% Senior Secured 1st Lien Notes due 2014
     ($375 million outstanding) of Ba1 (LGD 1, 8%);

  -- $247 million 14.25% Senior Secured 2nd Lien Notes due 2015 of
     Ba2 (LGD 2, 21% from 20%);

  -- $400 million 8% Senior Unsecured Notes due 2012 ($68 million
     outstanding) of B2 (LGD 4, 67%);

  -- $210 million 12.5% Senior Unsecured Notes due 2016 ($151
     million outstanding) of B2 (LGD 4, 67%);

  -- Speculative Grade Liquidity rating of SGL-2

The last rating action was taken on August 13, 2010, when Moody's
upgraded Unisys' PDR to B1 from B3 based on Unisys' improved
operating performance over the last year including solid free cash
flow, reduced balance sheet debt, improved liquidity profile and
credit metrics.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
provides I/T services and technology hardware to commercial and
governmental clients worldwide.


UNISYS CORP: S&P Puts 'B+' Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'B+' corporate credit rating, on Blue Bell,
Pa.-based Unisys Corp. on CreditWatch with positive implications.
The CreditWatch action reflects the expected improvement in the
company's leverage profile.

With the proposed mandatory convertible preferred stock issuance
(which S&P is giving full equity consideration) and debt
redemption, Unisys would materially reduce its funded debt level.
Pro forma for the reduction in debt from the preferred stock
issuance alone, debt to EBITDA would be 3.2x as of Dec. 31, 2010,
down from 4.0x in fiscal 2009.

"However," said Standard & Poor's credit analyst Martha Toll-Reed,
"Unisys' financial profile includes underfunded post-retirement
liabilities, which comprise the majority of its adjusted total
debt, and will temper Unisys' ability to reduce leverage in the
near-to-intermediate term."

Unisys reported improved operating margins and stable EBITDA
levels in 2010, despite an 8% decline in total revenues (excluding
discontinued operations).

"S&P expects consistent profitability levels in the near term, and
some stabilization of revenues, based on generally improving IT
spending trends," added Ms. Toll-Reed.  In addition, S&P expects
Unisys to have adequate liquidity pro-forma for completion of the
cash tender offer.

S&P will monitor the company's progress with both the mandatory
convertible preferred stock issuance, and the additional cash
tender offer.  Although Unisys improved the level and consistency
of its operating performance in 2010, ongoing revenue declines
will likely limit an upgrade to one notch.


UNITED REFINING: Moody's Assigns 'B3' Rating to $350 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 3, 44%) rating to
United Refining Company's proposed $350 million senior secured
notes offering.  Simultaneously, Moody's affirmed United's B3
Corporate Family Rating and B3 Probability of Default rating.
Proceeds from the notes offering will be used to fund a tender
offer for United's existing $325 million senior unsecured notes
due 2012.  The rating outlook is stable.

                        Ratings Rationale

United's B3 Corporate Family Rating reflects the company's single
refinery status, which exposes its cashflows to unplanned
downtime, its exposure to inherently volatile and cyclical
refining margins, its high financial leverage profile (as measured
on a debt to complexity and debt to capitalization basis), and the
potential for high working capital needs driven by highly volatile
crude prices.

The B3 Corporate Family Rating is supported by the company's long
operating history and niche market position within the northwest
Pennsylvania, southwest New York and eastern Ohio markets, the
refinery's ability to run at least 70% heavy sour crudes, enabling
the company to take advantage of light/heavy crude differentials
when they are sufficiently wide, and its retail network of
convenience stores, which offers a modest degree of earnings
diversification and a steady source of its gasoline product sales.

United has historically generated volatile and cyclical earnings
and cash flows due to inherent volatility, seasonality and
cyclicality in refining margins, and margin pressure on asphalt
when high crude costs cannot be passed on in product prices or
when light heavy crude differentials are narrow.  United's
earnings and cash flow in fiscal 2010 were very weak, being
negatively impacted by the recent shutdown of Line 6B on
Enbridge's Lakehead system, non-cash LIFO inventory charges, the
weak refining market in the beginning of the fiscal year and
planned maintenance work.  Moody's notes that the company's first
quarter results in fiscal 2011 have improved from fourth quarter
fiscal 2010 levels and Moody's expect the company will continue to
generate improved results in fiscal 2011, driven by higher
utilization levels and more supportive light heavy differentials
and crack spreads.

United's financial leverage ranks among the highest for all
independent refiners rated by Moody's.  As of November 30, 2010,
United's pro forma debt/complexity barrels (as adjusted for
pensions and operating leases) was approximately $785/barrel, as
compared the B-rated peer average of approximately $540/barrel,
and its debt/capitalization ratio was about 91%, as compared to
the B-rated average of 53%.

United projects free cash flow generation over the near to medium
term as it has only modest capital expenditure needs, which with
the benefit of the excess cash flow offer in the proposed notes
could result in lower debt balances.  However, if light heavy
spreads were to narrow or refining margins weaken, debt balances
could further rise.  In addition, the excess cash flow offer is
based on a certain leverage ratio, and the proposed notes permit
significant dividends to United's controlling shareholder once
this leverage ratio is achieved.  While Moody's notes that the
parent company has not taken any material dividends out of United
since fiscal 2008, historically, dividends have been significant.
Dividends drain capital that could be used for additional debt
reduction, reinvestment or building a credit cushion for weaker
margin or operating environments.

Under Moody's Loss Given Default Methodology, the proposed $350
million senior secured notes are rated on par with United's B3
Corporate Family Rating.  The notes will be secured by a first-
lien on United's refinery assets and a pledge of the stock of its
pipeline subsidiary and will have unsecured subsidiary guarantees.
The company's $130 million revolving credit facility is secured by
a first-lien claim on United's current assets.  The B3 rating on
the notes is restrained by lack of a full asset collateral
package, weak coverage of debt by book assets and low recent
refinery valuations, which have reflected secular weakness in the
refining sector, particularly in PADD I.

The stable rating outlook assumes Untied will maintain adequate
liquidity and generate improved earnings and cash flows during
fiscal 2011.

Materially reduced leverage (debt/complexity barrels below
$700/barrel) and strong operating performance could result in a
positive rating action.  On the other hand, diminished liquidity,
debt financed dividends or a period of prolonged refinery downtime
could pressure the rating.

United Refining Company is headquartered in Warren, Pennsylvania.


UNITED REFINING: S&P Assigns 'B+' Rating to Senior Note Offering
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to United Refining Co.'s proposed senior secured note
offering.  S&P has assigned a '2' recovery rating to this debt,
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of payment default.  S&P's 'B' corporate credit
rating and negative outlook on the company remain unchanged.

The refiner plans to use the proceeds to retire its $324 million
of senior unsecured notes due August 2012.  As of Nov. 30, 2010,
United had $520 million of adjusted debt.

Standard & Poor's Ratings Services ratings on Warren, Penn.-based
United Refining (United) reflects the company's currently weak
liquidity position, its reliance on one refinery for most of its
cash flows to service debt and other obligations, the refinancing
risk associated with maturities in 2011 and 2012, and its exposure
to the cyclical PADD 1 region.  The current rating reflects S&P's
expectation that liquidity, which was more than $70 million on
Nov. 30, 2010, will be sufficient to cover fixed spending
requirements in 2011 of $50 million (liquidity will be further
supported by an approximately $36 million tax credit due by the
spring and potential proceeds from business interruption or
settlements from Enbridge as a result of the 6B rupture).  S&P
characterize the business profile as vulnerable and the financial
risk profile as highly leveraged.

                          Ratings List

          Corporate credit rating          B/Negative/--

                            New Rating

               Proposed senior secured note     B+
                Recovery rating                 2


US ONCOLOGY: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn the B2 corporate family
rating and all other ratings for US Oncology Holdings, Inc.'s.  US
Oncology was acquired by McKesson Corporation (rated Baa2) and as
a result, all of its rated public outstanding debt has been repaid
in full.  This concludes a review for possible upgrade initiated
on November 1, 2010.

Ratings withdrawn:

US Oncology Holdings, Inc.

  -- B2 Corporate Family Rating
  -- B2 PDR
  -- Caa1 (LGD6, 90%) senior unsecured notes

US Oncology, Inc.

  -- Ba3 (LGD2, 27%) senior secured 2nd lien notes
  -- B3 (LGD5, 74%) senior subordinated notes

                        Ratings Rationale

Moody's last rating action was on Nov. 1, 2010, when Moody's place
the ratings on US Oncology Holdings, Inc. and US Oncology, Inc.
under review for possible upgrade, following Moody's understanding
that McKesson plans to refinance the existing debt of U.S.
Oncology.

US Oncology, headquartered in The Woodlands, Texas, provides
services to physicians, manufacturers and payers that expand
patient access to advanced cancer care in the United States.  US
Oncology supports a cancer treatment and research network that
promotes the availability and use of evidence-based medicine and
shared best practices.  US Oncology's experience throughout most
aspects of the cancer care delivery system, from drug development
to distribution and outcomes measurement, improves the efficiency
and safety of cancer care.


US ONCOLOGY: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including its 'B' corporate credit rating, on Texas-based
US Oncology Inc. Its parent, US Oncology Holdings, became a direct
wholly owned subsidiary of McKesson Corp. (A-/Stable/A-2) on
Dec. 30, 2010, in accordance with the merger agreement announced
Nov. 1, 2010.  At the same time, US Oncology Inc. terminated its
2009 credit agreement.

As of Feb. 17, 2011, McKesson had repaid the (Holdings) senior
unsecured floating rate-rate toggle notes due 2012, the 9.125%
senior secured notes due 2017, and the 10.75% senior subordinated
notes due 2014.


W.R. GRACE: Bankr. Judge Clarifies Plan Approval Order
------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware extended to Feb. 28, 2011, the time for
parties to file objections to her Jan. 31, 2011 order confirming
W.R. Grace & Co.'s plan of reorganization.

The extension of the objection deadline came after Anderson
Memorial Hospital, the State of Montana, and Her Majesty the Queen
in Right of Canada sought for the extension of the objection
deadline and to clarify that the time for filing a notice of
appeal is tolled by its filing of a motion for clarification of
the Jan. 31 Order.

Judge Fitzgerald, in a separate clarificatory order, directed that
this paragraph is incorporated into her Jan. 31 Order:

    To the extent required under Section 157(d) of the Judiciary
    and Judicial Procedures, the Bankruptcy Court reports to the
    U.S. District Court for the District of Delaware and
    recommends that the District Court enter an order issuing
    and affirming the Confirmation Order, including, without
    limitation, the injunction pursuant to Section 524(g)(3) of
    the Bankruptcy Code in accordance with the terms of the
    Joint Plan and the attendant Plan documents and the
    recommended findings of fact, conclusions of law, and the
    Memorandum Opinion Overruling Objections to the First
    Amended Joint Plan.

Judge Fitzgerald also amended the caption of the Jan. 31 Order to
read "Order Confirming First Amended Joint Plan of Reorganization
as Modified through Dec. 23, 2010, and Recommending that the
District Court Enter an Order Issuing and Affirming this Order and
Adopting Recommended Findings of Fact and Conclusions of Law."

Judge Fitzgerald further amended the caption of the document
accompanying the Jan. 31 Order to read "Memorandum Opinion
Regarding Objections to Confirmation of First Amended Joint Plan
of Reorganization and Supplemental Findings of Fact and
Conclusions of Law."

The Bankruptcy Court, at the behest of Arrowpoint Capital Corp.,
amended Item 32 on page 8 of Annex III of Doc. No. 26155 to
correct the company's name from "Arrowood Capital Corp." to
"Arrowpoint Capital Corp."

Prior to the entry of the clarification order, BNSF Railway
Company filed a statement saying, "[i]n any event, any order
entered by this Court regarding the Plan Proponents' 'Request for
Clarification' or AXA Belgium's request for an extension of time,
cannot be in derogation of interested parties' rights.  Clearly,
it would strain fundamental concepts of due process and
established Federal appellate practice to either enter an order on
the very day that an applicable deadline would expire, or to
retroactively 'clarify' as the Debtors suggest, by ruling that
such deadline applies."
The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000
in cash, plus interest accrued from Dec. 21, 2005, until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Files Conformed Copy of Confirmed Plan
--------------------------------------------------
W.R. Grace & Co., together with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos PI Future Claimants'
Representative, submitted with the U.S. Bankruptcy Court for the
District of Delaware a conformed copy of the Plan Proponents'
First Amended Joint Plan of Reorganization as of Dec. 23, 2010,
and related Plan Documents.

The Plan, filed Feb. 21, is the latest version of the Plan, which
version conformed with the recent amendments submitted by the
Debtors to the Court.  The February 21 Conformed Plan includes the
agreed-to changes set forth in the certification of counsel filed
in December 2010 regarding the timing of interest payments to
certain holders of general unsecured claims arising from the
Debtors' Prepetition Credit Facilities.

The Feb. 21 Plan also includes the changes regarding an amended
definition included in the Amended Canadian Zonolite Attic
Insulation Minutes of Settlement filed Jan. 19, 2011.

Certain typographical errors were corrected in Sections 7.7(ll)
and (mm) of the Joint Plan to conform to the language in the
Confirmation Order involving references to certain sections of the
agreement between the Debtors and Sealed Air.

Furthermore, Exhibits 5 and 6 to the Joint Plan have been updated
to include accurate information regarding insurance settlements
through the date on which the Confirmation Order was entered.
Exhibit 5 to the Joint Plan -- the Schedule of Settled Asbestos
Insurance Companies Entitled to Section 524(g) Protection -- has
been updated to include the names of insurers who have entered
into Court-approved settlements since Dec. 8, 2010 that, under
the Joint Plan, would entitle them to protection under Section
524(g) of the Bankruptcy Code.  Exhibit 5 has also been updated so
that the names of certain insurers conform to the actual names of
those insurers as stated in the settlement agreements.

Schedule 2 to Exhibit 6 to the Joint Plan has been updated to
reflect all Asbestos Insurance Settlement Agreements approved by
the Court since the filing of the fifth set of modifications to
the Joint Plan on Dec. 8, 2010.  Schedule 3 to Exhibit 6 has
been updated to reflect that certain prepetition Asbestos
Insurance Reimbursement Agreements have been superseded by Court-
approved settlements.

A full-text copy of the February 21 Conformed Plan is available
for free at http://bankrupt.com/misc/gracefeb21plan.pdf

A blacklined version of Exhibit 5 to the Joint Plan -- Schedule of
Settled Asbestos Insurance Companies Entitled to Section 524(g)
Protection -- is available for free at:

           http://bankrupt.com/misc/26369_exA.pdf

A blacklined version of Exhibit 6 to the Joint Plan -- Asbestos
Insurance Transfer Agreement -- is available for free at:

           http://bankrupt.com/misc/26369_exB.pdf

The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from Dec. 21, 2005 until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock.  As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or
before July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Contribute $236MM to Pension Plan
---------------------------------------------------------
W.R. Grace & Co. and its units seek the Bankruptcy Court's
authority to make a series of contributions in 2011 totaling up to
$236 million for the benefit of their U.S. defined benefit
employee retirement plans.

The 2011 Contribution is comprised of:

  1. A $55.8 million minimum pension contribution, in addition
     to the $9.9 million the Debtors already paid in January
     2011; and

  2. An additional contribution of up to $180 million.

The Debtors have concluded that, under all likely scenarios, they
will be required by statute to contribute to their Retirement
Plans an amount equal to the $180 million Additional Contribution
plus the contributions during the 2011-17 time period.  In
consultation with their advisors, the Debtors have further
concluded that they will accrue a number of tangible benefits,
including up to approximately $82.4 million in cash savings, if
they make the Additional Contribution to the Plan Trust now, in
2011, instead of making those payments piecemeal from now through
2017.

In particular, the Additional Contribution will:

  * Generate cash tax savings in 2011 of up to approximately
    $56 million;

  * Reduce over the 2011-17 time period estimated cash pension
    contributions by approximately $26.4 million, and reduce
    projected pension expenses by a similar amount;

  * Generate an internal rate of return of up to 21% based on
    the foregoing cash savings of up to approximately
    $82.4 million;

  * Reduce unfunded pension liabilities by more than 60% in
    2011, from approximately $367 million to $133 million;

  * Reduce volatility in future pension benefit obligations and
    associated required cash pension contributions and pension
    expenses; and

  * Create a "pre-funding credit" that will enable the Debtors
    to better manage their annual free cash flow during the
    critical years directly following emergence from bankruptcy.

The Additional Contribution will further optimize the Reorganized
Debtors' capital structure at exit and in the years following by
exchanging highly volatile and uncertain unfunded pension benefit
obligations for a fixed amount of debt at a contractual interest
rate, Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court.  The need to act now to optimize the
capital structure has gained fresh urgency with the Court's recent
entry of the confirmation order on Jan. 31, 2011, he asserts.

The Additional Contribution may require the Debtors to increase
the anticipated size of their exit financing needs, but the
Debtors, in consultation with their advisors, have concluded that
they have more than ample liquidity and debt capacity to pay all
allowed claims contemplated by the Chapter 11 Plan, regardless of
whether their exit financing needs increase as a result of having
made the Additional Contribution, Mr. Paul asserts.

The Debtors intend to frontload the 2011 Contribution by making,
on or before March 31, 2011, the entire Additional Contribution
plus the statutory minimum contribution of approximately
$13 million, which must be paid in April 2011, for a total of
$193 million.  The Debtors intend to contribute the remaining
balance of the 2011 Contribution on these dates:

     July 2011              $13.2 million
     September 2011         $16.3 million
     October 2011           $13.2 million

The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from Dec. 21, 2005 until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock.  As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on November 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or
before July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YAIR ISRAEL BABAYOFF: Court Converts Case to Chapter 7
------------------------------------------------------
Bankruptcy Judge Elizabeth S. Stong converted the Chapter 11
bankruptcy case of Yair Israel Babayoff to a liquidation
proceeding under Chapter 7 of the Bankruptcy Code, at the behest
of creditor Solomon Fachlaev.  The creditor sought dismissal or
conversion of the Chapter 11 case.  A copy of the Court's Feb. 16,
2011 memorandum decision is available at http://is.gd/UGRawyfrom
Leagle.com.

Yair Israel Babayoff indicates that he is the sole owner of a six-
family residential property located at 1416 Putnam Avenue in
Brooklyn.  Mr. Babayoff, pro se, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 09-40780) on Feb. 3, 2009.  An official
committee of unsecured creditors has not been appointed.  On
March 5, 2010, the Court entered an Order retroactive to Dec. 28,
2009, authorizing the retention of Steinberg, Fineo, Berger &
Fischoff, P.C., as the Debtor's counsel.  Counsel appeared on
behalf of the Debtor in connection with several hearings and
filings until Aug. 24, 2010, when the Court entered an Order
granting the firm's motion to withdraw based upon, among other
grounds, the firm's statement that the Debtor would not provide
information necessary to prepare a disclosure statement.

Solomon Fachlaev is represented in the case by:

          Gregory Messer, Esq.
          LAW OFFICES OF GREGORY MESSER, PLLC
          26 Court Street (Suite 2400)
          Brooklyn, NY 11201
          Telephone: 718-858-1474
          E-mail: gremesser@aol.com


* Drop in Small Business Ch. 11 Outpaces Decline in Consumer Cases
------------------------------------------------------------------
The story behind the economic picture appears to include some
positive business credit trends based on the results of a recent
study conducted by Equifax Commercial Information Solutions.
According to Equifax data, small business bankruptcies dropped for
the sixth consecutive quarter -- declining 18% in Q4 2010 from the
previous year.  On a national level, small business bankruptcies
continue to decline at a faster rate than consumer bankruptcies,
which decreased less than 1.0% from Q4 2009 to Q4 2010.  This
analysis raises some interesting questions.  Are bankruptcy rates
showing some signs of stabilization? Will this trend continue?

"While changing economic conditions continue to bring both market
challenges and opportunities, the rate of small business
bankruptcy appears to be waning and even showing signs of
improvement," Dr. Reza Barazesh, senior vice president, Commercial
Information Solutions.  "While a number of factors could impact
this trend over the next year, recent developments suggest that
the landscape for small businesses will be more stable in the
future."

The Equifax Bankruptcy GPS: Mapping Bankruptcy Trends

Integral to this study was the Equifax Bankruptcy GPS, an index
that compares small business and consumer bankruptcy petitions
quarter over quarter.  Equifax Commercial Information Solutions
developed this index to closely track bankruptcy petitions for
both small businesses and individuals over time.  The chart below
shows the latest results from the Equifax Bankruptcy GPS --
findings which suggest that small business bankruptcies reached
their ceiling and are now trending downward.  According to Equifax
analysis, small business bankruptcy petitions decreased 26% in Q4
2010 since reaching their highest point during the economic
downturn in Q2 2009.  On the other hand, consumer bankruptcy
petitions experienced a slower rate of decline over the same time
period.

Chart 1: Small Business/Consumer Quarterly Petitions for
Bankruptcy

Note: Equifax classifies a small business as a commercial entity
of fewer than 100 employees.  As part of the study, Equifax
analyzed Chapter 7, 11 and 13 filings.

Market Conditions: At the Forefront of Improved Bankruptcy Trends?

It looks like we may have come full circle since the onset of the
economic downturn and legislative developments such as the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.
Equifax data shows that both small business and consumer
bankruptcies peaked in Q4 2005 -- around the same time that
legislative changes took effect.  While these numbers experienced
a sharp decline in Q2 2006, an increase in bankruptcy petitions
was seen throughout 2007 and 2008 as the nation navigated through
economic turbulence.  This trend continued until Q2 2009 when
small business bankruptcies hit a historic high following
legislative changes and the nation's economic downturn.  Following
behind were consumer bankruptcies which hit their highest point
four quarters later in Q2 2010.  Despite all these ups and downs,
2010 saw a return to bankruptcy levels similar to those
experienced in the first half of 2005 -- just as bankruptcy
legislation was passed.

Chart 2: Small Business/Consumer Bankruptcy Petitions, Pre & Post
Legislation

Equifax Commercial Information Solutions

Equifax Commercial Information Solutions is the leading provider
of small business intelligence.  We provide the information and
expertise necessary for companies to best understand and manage
their dealings with small business customers, prospects and
suppliers.  Our best-in-class commercial credit risk data,
combined with highly predictive scoring, corporate linkage, and
innovative technology, enables companies to make quick, confident
credit decisions and minimize potential losses.  Leveraging our
EFX ID(R) keying and linkage technology, companies can also gain
greater visibility into their supply chain as well as improve the
precision of their sales and marketing efforts -- from customer
acquisition to retention and expansion.

Equifax is a registered trademark of Equifax Inc.  EFX ID is a
registered trademark of Equifax Inc.  Inform, Enrich, Empower is a
trademark of Equifax Inc.  All rights reserved.  Printed in the
U.S.A.


* Lehman Represents 90% of All Bankruptcy Claim Trades
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for January, $2.55 billion in traded claims were
reported to the country's bankruptcy courts.  January's 636 in
reported trades represented 7% fewer than December.  In dollar
amount, January's trades were 35% more than December.

According to Mr. Rochelle, Lehman Brothers Holdings Inc. and
brokerage subsidiary Lehman Brothers Inc. accounted for more than
90% in dollar amount of all claims with trades.  They were
responsible for 237 trades amounting to $2.3 billion.  In number
of trades, Lehman was also the leader, producing 37% of the
country's total.

Mesa Air Group Inc., which confirmed a Chapter 11 plan in January,
came in second place in dollar amount of trades, with $170
million.  Mesa's traded claims were only 7% of Lehman's total.


* Moody's: January's Zero Defaults a First Since June 2007
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports there were no defaults in January on debt rated by Moody's
Investors Service, a phenomenon that last occurred in June 2007.
As further testament to improving balance sheets among junk-rated
companies, Moody's reported that the liquidity-stress index
declined in January to 4.7%, the lowest since the index was 4.2%
in July 2005.  Moody's predicts the default rate on junk-rated
companies will decline to 1.7% in January 2012 from 3% last month.
In January 2010, the default rate was more than 10 percentage
points higher at 13.7%.


* Christie Says Health Costs May Bankrupt Governments
-----------------------------------------------------
Terrence Dopp at Bloomberg News reported last week that New Jersey
Governor Chris Christie said during a speech to the American
Enterprise Institute that the U.S. has to raise the Social
Security retirement age and that Medicaid and Medicare will
bankrupt federal and state governments unless costs are cut.
The speech, titled "It's Time to Do the Big Things," echoed one
Gov. Christie made the prior week to the Union League in
Philadelphia, in which he said Republicans need to focus on
controlling spending, reining in federal entitlements, instituting
merit pay for teachers and ending tenure.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Ronald Hatch
   Bankr. D. Ariz. Case No. 11-03695
      Chapter 11 Petition filed February 15, 2011

In Re Jeffrey Flame
   Bankr. C.D. Calif. Case No. 11-11926
      Chapter 11 Petition filed February 15, 2011

In Re Mavash Morady
   Bankr. C.D. Calif. Case No. 11-11951
      Chapter 11 Petition filed February 15, 2011

In Re Ronald Villegas
   Bankr. C.D. Calif. Case No. 11-12113
      Chapter 11 Petition filed February 15, 2011

In Re Vahigh Dadayan
   Bankr. C.D. Calif. Case No. 11-16452
      Chapter 11 Petition filed February 15, 2011

In Re Alan Murray
   Bankr. N.D. Calif. Case No. 11-10535
      Chapter 11 Petition filed February 15, 2011

In Re Anh Hoang
   Bankr. N.D. Calif. Case No. 11-51399
      Chapter 11 Petition filed February 15, 2011

In Re Walter Parks
   Bankr. N.D. Calif. Case No. 11-10521
      Chapter 11 Petition filed February 15, 2011

In Re Yoli's Mexican Food, a California Corporation
        fdba Jalisco Cafe
        dba Little Jalisco's
   Bankr. N.D. Calif. Case No. 11-10530
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/canb11-10530p.pdf
         See http://bankrupt.com/misc/canb11-10530c.pdf

In Re Todd Willems
   Bankr. M.D. Fla. Case No. 11-01978
      Chapter 11 Petition filed February 15, 2011

In Re Hilda Prusack
   Bankr. S.D. Fla. Case No. 11-13861
      Chapter 11 Petition filed February 15, 2011

In Re Horto-Flora, LLC
   Bankr. S.D. Fla. Case No. 11-13867
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/flsb11-13867.pdf

In Re Best Well Service Inc.
   Bankr. D. Kan. Case No. 11-10285
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/ksb11-10285.pdf

In Re Best Energy Services Inc.
   Bankr. D. Kan. Case No. 11-10286
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/ksb11-10286.pdf

In Re Bob Beeman Drilling Company Inc.
   Bankr. D. Kan. Case No. 11-10287
      Chapter 11 Petition filed February 15, 2011

In Re Best Energy Ventures LLC
   Bankr. D. Kan. Case No. 11-10288
      Chapter 11 Petition filed February 15, 2011

In Re Ruth Seng
   Bankr. W.D. Mich. Case No. 11-01392
      Chapter 11 Petition filed February 15, 2011

In Re Michael Raasch
   Bankr. D. Neb. Case No. 11-40351
      Chapter 11 Petition filed February 15, 2011

In Re Richard Farrington
   Bankr. E.D. N.C. Case No. 11-01142
      Chapter 11 Petition filed February 15, 2011

In Re Richard Wezner
   Bankr. E.D. Pa. Case No. 11-11084
      Chapter 11 Petition filed February 15, 2011

In Re JJ Transit, LLC
        fdba KJ Transit, LLC
   Bankr. W.D. Pa. Case No. 11-20809
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/pawb11-20809.pdf

In Re Sabre Defence Industries LLC
        aka Sabre Defence Industries
        aka Sabre Defence
        aka Sabre
   Bankr. M.D. Tenn. Case No. 11-01431
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/tnmb11-01431.pdf

In Re Hilton Head Investments, LLC
   Bankr. N.D. Texas Case No. 11-31022
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/txnb11-31022.pdf

In Re Tae Oh
   Bankr. E.D. Va. Case No. 11-11063
      Chapter 11 Petition filed February 15, 2011

In Re 415 Main Street Associates LLC
   Bankr. W.D. Va. Case No. 11-60370
      Chapter 11 Petition filed February 15, 2011
         filed pro se

In Re Lake Centre, Inc.
   Bankr. W.D. Va. Case No. 11-60380
      Chapter 11 Petition filed February 15, 2011
         See http://bankrupt.com/misc/vawb11-60380.pdf

In Re Filliol's Custom Cabinet Doors Inc.
   Bankr. E.D. Wash. Case No. 11-00689
      Chapter 11 Petition filed February 15, 2011
         filed pro se

In Re Cosmas Mahagama
   Bankr. C.D. Calif. Case No. 11-16574
      Chapter 11 Petition filed February 16, 2011

In Re Declan Kavanagh
   Bankr. C.D. Calif. Case No. 11-11959
      Chapter 11 Petition filed February 16, 2011

In Re Steven Mehr
   Bankr. C.D. Calif. Case No. 11-12166
      Chapter 11 Petition filed February 16, 2011

In Re Alma Carpenter
   Bankr. S.D. Calif. Case No. 11-02444
      Chapter 11 Petition filed February 16, 2011

In Re Serino Ristorante Italiano LLC
   Bankr. S.D. Fla. Case No. 11-13989
      Chapter 11 Petition filed February 16, 2011
         filed pro se

In Re Flowers, Cards, Gifts & Things, Inc.
        dba Island Flowers & Gifts
   Bankr. N.D. Ga. Case No. 11-54667
      Chapter 11 Petition filed February 16, 2011
         See http://bankrupt.com/misc/ganb11-54667.pdf

In Re Thomas Lim
   Bankr. N.D. Ga. Case No. 11-54684
      Chapter 11 Petition filed February 16, 2011

In Re Llinois Management Company, Inc.
   Bankr. N.D. Ill. Case No. 11-06118
      Chapter 11 Petition filed February 16, 2011
         See http://bankrupt.com/misc/ilnb11-06118.pdf

In Re James Herzet
   Bankr. D. Kan. Case No. 11-20347
      Chapter 11 Petition filed February 16, 2011

In Re Legion Service Center, Inc.
   Bankr. D. Md. Case No. 11-12938
      Chapter 11 Petition filed February 16, 2011
         See http://bankrupt.com/misc/mdb11-12938p.pdf
         See http://bankrupt.com/misc/mdb11-12938c.pdf

In Re Stone Resources, Inc.
        aka Natural Stone Care
        aka Marble Life of Delaware Valley
   Bankr. E.D. Pa. Case No. 11-11124
      Chapter 11 Petition filed February 16, 2011
         See http://bankrupt.com/misc/paeb11-11124.pdf

In Re Rafael Rivera Quinones
   Bankr. D. Puerto Rico Case No. 11-01166
      Chapter 11 Petition filed February 16, 2011

In Re Akowski Masonry, Inc.
   Bankr. D. Ariz. Case No. 11-03967
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/azb11-03967.pdf

In Re James Bennitt, Jr.
   Bankr. D. Ariz. Case No. 11-04053
      Chapter 11 Petition filed February 17, 2011

In Re Anita Larks
   Bankr. C.D. Calif. Case No. 11-16881
      Chapter 11 Petition filed February 17, 2011

In Re Todd Downey
   Bankr. E.D. Calif. Case No. 11-24039
      Chapter 11 Petition filed February 17, 2011

In Re Kristina Valenzuela
   Bankr. S.D. Calif. Case No. 11-02550
      Chapter 11 Petition filed February 17, 2011

In Re Lawrence Mertes
   Bankr. D. Colo. Case No. 11-12922
      Chapter 11 Petition filed February 17, 2011

In Re Lawrence S. Mertes, P.C.
   Bankr. D. Colo. Case No. 11-12924
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/cob11-12924p.pdf
         See http://bankrupt.com/misc/cob11-12924c.pdf

In Re Meyers Scott
   Bankr. S.D. Ind. Case No. 11-01496
      Chapter 11 Petition filed February 17, 2011

In Re Brahm Frank
      Ann Frank
   Bankr. D. Md. Case No. 11-13076
      Chapter 11 Petition filed February 17, 2011

In Re WMS LLC And Eric Strohmeyer Et Al.
   Bankr. D. Md. Case No. 11-13085
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/mdb11-13085.pdf

In Re Greg Hibbitts Transport Company
        aka Beline Haulers, Inc.
   Bankr. W.D. Mich. Case No. 11-01520
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/miwb11-01520.pdf

In Re Robert Pascual
   Bankr. D. Nev. Case No. 11-12219
      Chapter 11 Petition filed February 17, 2011

In Re Lynn Stuart
   Bankr. D. N.J. Case No. 11-14510
      Chapter 11 Petition filed February 17, 2011

In Re Salsa & Soul, Ltd.
   Bankr. S.D.N.Y. Case No. 11-22249
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/nysb11-24449.pdf

In Re S & S Investments 1, LLP
   Bankr. D. N.D. Case No. 11-30147
      Chapter 11 Petition filed February 17, 2011
         filed pro se

In Re S & S Investments 2, LLP
   Bankr. D. N.D. Case No. 11-30148
      Chapter 11 Petition filed February 17, 2011
         filed pro se

In Re Southland, LLC
        dba Southland Holdings
   Bankr. D. S.C. Case No. 11-00986
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/scb11-00986.pdf

In Re Theo Kampert
   Bankr. M.D. Tenn. Case No. 11-01496
      Chapter 11 Petition filed February 17, 2011

In Re Enzo Group LLC
   Bankr. W.D. Texas Case No. 11-10366
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/txwb11-10366.pdf

In Re Gary Gaston
   Bankr. W.D. Wash. Case No. 11-11711
      Chapter 11 Petition filed February 17, 2011

In Re Wolford Contractors Supply, LLC
   Bankr. S.D. W.Va. Case No. 11-20112
      Chapter 11 Petition filed February 17, 2011
         See http://bankrupt.com/misc/wvsb11-20112.pdf

In Re Phillip Tidwell
   Bankr. M.D. Ala. Case No. 11-10264
      Chapter 11 Petition filed February 18, 2011

In Re Cho Kendall
   Bankr. C.D. Calif. Case No. 11-12303
      Chapter 11 Petition filed February 18, 2011

In Re Marc Paul
   Bankr. C.D. Calif. Case No. 11-17132
      Chapter 11 Petition filed February 18, 2011

In Re Ramon Contreras
   Bankr. C.D. Calif. Case No. 11-17125
      Chapter 11 Petition filed February 18, 2011

In Re Danny Martin
   Bankr. E.D. Calif. Case No. 11-11901
      Chapter 11 Petition filed February 18, 2011

In Re Aaron Gruver
   Bankr. N.D. Calif. Case No. 11-30615
      Chapter 11 Petition filed February 18, 2011

In Re CTD Real Estate Solutions, Inc.
   Bankr. N.D. Calif. Case No. 11-41752
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/canb11-41752.pdf

In Re Thanh Do
   Bankr. N.D. Calif. Case No. 11-51506
      Chapter 11 Petition filed February 18, 2011

In Re Theodoras Koliatsis
   Bankr. N.D. Calif. Case No. 11-30620
      Chapter 11 Petition filed February 18, 2011

In Re James Barker
      Michelle Barker
   Bankr. D. Colo. Case No. 11-12981
      Chapter 11 Petition filed February 18, 2011

In Re Julase Incorporated
        dba Structural Steel of Brevard
   Bankr. M.D. Fla. Case No. 11-02100
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/flmb11-02100.pdf

In Re Chin Chin Enterprises, Inc.
        dba Chin Chin Chinese Restaurant
   Bankr. N.D. Ga. Case No. 11-54821
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/ganb11-54821.pdf

In Re Fourstar Enterprises, LLC
   Bankr. N.D. Ga. Case No. 11-20624
      Chapter 11 Petition filed February 18, 2011

In Re Lawrence Prawl
   Bankr. D. Kan. Case No. 11-10331
      Chapter 11 Petition filed February 18, 2011

In Re Kevin Landry
   Bankr. W.D. La. Case No. 11-50196
      Chapter 11 Petition filed February 18, 2011

In Re Bennett Rowland
   Bankr. E.D. N.C. Case No. 11-01233
      Chapter 11 Petition filed February 18, 2011

In Re Fashion Style Inc.
        dba NOUS
   Bankr. D. Puerto Rico Case No. 11-01292
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/prb11-01292.pdf

In Re Sr. Enrique Gonzalez Marti
   Bankr. D. Puerto Rico Case No. 11-01256
      Chapter 11 Petition filed February 18, 2011

In Re Kelan LLC
   Bankr. E.D. Va. Case No. 11-11148
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/vaeb11-11148.pdf

In Re Donna Reid
   Bankr. W.D. Wash. Case No. 11-11779
      Chapter 11 Petition filed February 18, 2011

In Re Eric Park
   Bankr. W.D. Wash. Case No. 11-41201
      Chapter 11 Petition filed February 18, 2011

In Re Compania Petrolera Caribe Inc.
        dba Gasolinas Caribe
   Bankr. D. Puerto Rico Case No. 11-01223
      Chapter 11 Petition filed February 18, 2011
         See http://bankrupt.com/misc/prb11-01223.pdf

In Re Ivan Ho
   Bankr. C.D. Calif. Case No. 11-12319
      Chapter 11 Petition filed February 19, 2011

In Re Steve Woo
   Bankr. C.D. Calif. Case No. 11-12312
      Chapter 11 Petition filed February 19, 2011

In Re Instituto Biblico Pablo VI Fundacion De Amigos, Inc.
   Bankr. M.D. Fla. Case No. 11-02205
      Chapter 11 Petition filed February 19, 2011
         See http://bankrupt.com/misc/flmb11-02205.pdf

In Re Barnegat Light Plumbing, LLC
   Bankr. D. N.J. Case No. 11-14786
      Chapter 11 Petition filed February 19, 2011
         See http://bankrupt.com/misc/njb11-14786.pdf

In Re Myers Forest Products, Inc.
   Bankr. M.D. N.C. Case No. 11-50255
      Chapter 11 Petition filed February 19, 2011
         See http://bankrupt.com/misc/ncmb11-50255p.pdf
         See http://bankrupt.com/misc/ncmb11-50255c.pdf



                           *********

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
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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
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