TCR_Public/110225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 25, 2011, Vol. 15, No. 55

                            Headlines

401 GROUP: Case Summary & 20 Largest Unsecured Creditors
9401 SOUTHWEST: Files for Chapter 11 Protection in Houston
9401 SOUTHWEST: Voluntary Chapter 11 Case Summary
AEOLUS PHARMACEUTICALS: Names Russell Skibsted as Sr. VP & CFO
AIRPARK VILLAGE: Files Schedules of Assets & Liabilities

AIRPARK VILLAGE: Section 341(a) Meeting Scheduled for March 16
AIRPARK VILLAGE: Taps Kenneth Buechler as Bankruptcy Counsel
AMBAC FINANCIAL: AAC Sues JPM Over Securitizations
AMBAC FINANCIAL: District Court Dismisses IRS Suit vs. AAC
AMBAC FINANCIAL: Has Until July to File Plan

ANGIOTECH PHARMACEUTICALS: To Amend Terms Under Floating Rate Note
APPLESEED'S INTERMEDIATE: Has OK to Pay $50MM to Critical Vendors
APPLESEED'S INTERMEDIATE: Eastman Footwear Out of Creditors Panel
APPLESEED'S INTERMEDIATE: Wins Final Nod of $140-Mil. DIP Loans
ARTECITY PARK: Court Directs Escrow Agent to Return Deposit Funds

ASPIRE INTERNATIONAL: 2 Directors Ink Agreement with Perfisans
ASPIRE INTERNATIONAL: To Buy Candid Global for 10-Mil. Shares
ATLANTIS HEALTH: To Lay Off 25% of Full-Time Staff
BAYMEADOWS LODGING: Case Summary & 11 Largest Unsecured Creditors
BELL ALIANT: S&P Assigns 'BB+' Rating on Preferred Shares

BERNARD L MADOFF: Picard Can Pursue Claims Against Chais Estate
BERNARD L MADOFF: Court Dismisses Investors' Suit v. Broker
BLOCKBUSTER INC: Centro, et al., Ask for Payment or Eviction
BLOCKBUSTER INC: Four Florida Wants Payment of Admin. Claim
BLOCKBUSTER INC: Says Summit Conversion Plea Untimely

BLUE HERON: To Cease Operations; 175 Workers Displaced
BON SECOUR: Hancock Gets Lift Stay to Assert Rights on Property
BORDERS GROUP: Commences Omnibus Motions to Reject Leases
BORDERS GROUP: Proposes Lease Rejection Procedures
BORDERS GROUP: Wins Interim Approval to Honor Insurance Programs

BORDERS GROUP: Wins Interim OK to Limit Trading to Keep $300M NOLs
BUILDERS FIRSTSOURCE: Incurs $24.61-Mil. Net Loss in 4th Quarter
CALIFORNIA COASTAL: Wins Confirmation of Reorganization Plan
CAMTECH PRECISION: Court Grants PNCEF Relief From Automatic Stay
CANO PETROLEUM: Engages Blackhill to Provide Advisory Services

CENTRAL PACIFIC: Fitch Upgrades Issuer Default Ratings 'B-'
CHATEAU WEST: Voluntary Chapter 11 Case Summary
CHATSWORTH INDUSTRIAL: Plan Exclusivity Extended Until March 31
CLAIRE'S STORES: Proposed $450MM of 8.875% Sr. Notes Priced at Par
CLEARWIRE CORP: Adopts Annual Performance Bonus Plan

CLEARWIRE CORP: Incurs $2.30 Billion Net Loss 2010
CONQUEST PETROLEUM: Relocates Principal Offices to Texas
CONSTAR INT'L: To Present Plan for Confirmation on April 25
CONSTAR INT'L: Gets Interim Nod of $60 Million Exit Loan
CORTABELLA, INC: Case Summary & 20 Largest Unsecured Creditors

CRYSTALLEX INT'L: Seeks Arbitration of Dispute vs. Venezuela
CUMULUS MEDIA: Signs Exclusivity Deal with Citadel on Merger Talks
DAE AVIATION: Moody's Upgrades Corporate Family Rating to 'Caa1'
D.B. ZWIRN: SEC Clears Founder From Accounting Scandal
DIETRICH'S SPECIALTY: Bank May Foreclose on Berks County Property

DOLLAR THRIFTY: To Repurchase Up to $100-Mil. of Stock
DOMINION CLUB: Gets $1.5 Million Loan From Loch Levan
EARTHRENEW IP: Canadian Sale Order Given Full Force in U.S.
ELES BROS: Selling Four Parcels in Pittsburgh for $265,000
ELWOOD ENERGY: S&P Downgrades Rating on $402 Mil. Bonds to 'BB-'

EMIVEST AEROSPACE: To Auction Substantially All Assets on March 14
EMIVEST AEROSPACE: March 21, 2011 General Claims Bar Date Set
EMIVEST AEROSPACE: Judge Approves $11-Mil. Stalking Horse Deal
EMPIRE RESORTS: To Expand Monticello Casino and Raceway Facility
EURO SPORTS: Voluntary Chapter 11 Case Summary

EXIDE TECHNOLOGIES: High Court Denies Appeal of Trademark Ruling
FAIRVUE CLUB: Selling Remaining Assets to Gallatin for $90,000
FLYING TARPON: Case Summary & 5 Largest Unsecured Creditors
FONAR CORP: Has Three Consecutive Quarters of Net Income
FRANK PARSONS: Wants to Borrow $425,000 From Massmutual Policies

GENERAL MOTORS: Insists of Dismissal of Toyota & NUMMI Suits
GENERAL MOTORS: New GM In Talks With Bob Lutz for Return
GENERAL MOTORS: Old GM Files Supplement to Chapter 11 Plan
GENERAL MOTORS: Proposes to Assume & Assign Contracts to ERT
GENERAL MOTORS: Seeks Approval of $773MM Environmental Settlement

GENERAL MOTORS: TPC Lenders Insist on Valuation Proceedings
GIORDANO'S ENTERPRISES: Asks Court To Extend Filing of Schedules
GIORDANO'S ENTERPRISES: Has Interim OK to Obtain DIP Financing
GOTTSCHALKS INC: Expects Plan to Be Effective Not Later Than May 1
GARDEN OPERATION: Aims to Leverage Relations with Vendors

GOODRICH PETROLEUM: Moody's Puts 'Caa1' Rating on $225 Mil. Notes
GREAT ATLANTIC & PACIFIC: Files Supp. List of Closing Stores
GREAT ATLANTIC & PACIFIC: Schedules Deadline Moved to March 25
GREAT ATLANTIC & PACIFIC: Wants to Removal Period Until July 12
GREATER SOUTHEAST: Court Grants Epstein Becker $124T in Fees

HAWKER BEECHCRAFT: Incurs $304.30 Million Net Loss in 2010
HCA HOLDINGS: Reports $1.57 Billion Net Income in 2010
HEALTHSOUTH CORP: Reports $789.9-Mil. Net Income in 4th Qtr.
HERCULES OFFSHORE: Files February Fleet Status Report
HERTZ CORP: Moody's Assigns 'Ba1' Rating to $1.6 Bil. Loan

HERTZ CORP: S&P Assigns 'BB' Rating to $1.6 Bil. Senior Loan
HOLLY CORPORATION: Frontier Deal Cues Moody's Rating Review
HONOLULU SYMPHONY: Heritage Global Tapped to Auction Assets
HPT DEVELOPMENT: Still in Dispute With Heritage Over Valuation
IA GLOBAL: Expects $4-Mil. to $5-Mil. Revenue for Fiscal Q3

INTERNATIONAL COAL: Reports $30.11 Million Net Income in 2010
ISTAR FINANCIAL: Taps JPMorgan to Arrange $3 Billion in Financing
ISTAR FINANCIAL: Fitch Upgrades Issuer Default Rating to 'B-'
ISTAR FINANCIAL: S&P Puts 'CCC' Rating on CreditWatch Positive
JAVO BEVERAGE: Wins Final Approval of $6-Mil. Factor Agreement

JERRY MCGUIRE: Claims Court Denies Govt.'s Motion to Dismiss
JMC STEEL: S&P Affirms Corporate Credit Rating at 'B'
JULIAN'S RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICALS: Issues $32.3-Mil. in Class A Shares
KING SPORTS: Case Summary & Largest Unsecured Creditor

LIFEMASTERS SUPPORTED: Plan Outline Hearing Continued to March 10
LONE TREE: Initial Hearing on Plan Confirmation Set on March 3
LYONDELL CHEMICAL: Unit Loses Fight Over $74-Million Glidden Claim
MALIBU ASSOCIATES: Has Access to U.S. Bank's Cash Until June 30
MANOR VENTURES: Voluntary Chapter 11 Case Summary

MB AIRMONT: Case Summary & 13 Largest Unsecured Creditors
MCKESSON CORP: Moody's Affirms P)Ba1 Preferred Shelf Rating
MEMC ELECTRONIC: S&P Assigns 'BB' Corporate Credit Rating
MICHAEL W. CURTIS: Voluntary Chapter 11 Case Summary
MICHAELS STORES: Fourth Quarter Sales Increase by 2.4%

MIDTOWN DEVELOPMENT: Court Wants Disclosure Statement Amended
MILLENNIUM MULTIPLE: Files Liquidation Plan & Disc. Statement
MISSION REAL: Disclosure Statement Hearing Set for March 1
MYSPACE INC: Allen & Co. Schedules Meetings with Suitors
NAVISTAR INT'L: Authorized Common Shares Increased to 220MM

NEWPAGE CORP: Incurs $674 Million Net Loss in 2010
NEW COVENANT: Case Summary & 20 Largest Unsecured Creditors
NOWAUTO GROUP: Incurs $610,300 Net Loss in Dec. 31 Quarter
OCEAN PLACE: AFP 104 Asks for Dismissal of Chapter 11 Case
OCEAN PLACE: Taps Lowenstein Sandler as Bankruptcy Counsel

OCEAN PLACE: Wins Interim Authority to Use AFP Cash Collateral
OVERLAND STORAGE: Incurs $909,000 Net Loss in Dec. 31 Quarter
PACIFIC DEVELOPMENT: Central Bank Granted Stay Relief for DIP Loan
PARADISE GROWERS: Case Summary & 2 Largest Unsecured Creditors
PINNACLE DEVELOPMENT: Case Summary & Creditors List

POTATO FARMS: Case Summary & 3 Largest Unsecured Creditors
REVEILLE RESOURCES: Section 341(a) Meeting Scheduled for March 24
REVEILLE RESOURCES: Taps Okin Adams as Bankruptcy Counsel
REVEILLE RESOURCES: Hires Robert Ogle as CRO
REVEL AC: S&P Assigns 'B-' Corporate Credit Rating

REVLON INC: Reports $327.30 Million Net Income in 2010
ROBB & STUCKY: March 7 Auction to Decide Fate
ROUND TABLE: Closes Store at Downtown Arcata
RUGGED BEAR: Court Authorizes Interim Use of Cash Collateral
SANTA FE: Case Summary & 20 Largest Unsecured Creditors

SEMCRUDE LP: Appeal on Confirmation Order Equitably Moot
SERENA SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
SHERIDAN GROUP: Moody's Assigns 'B2' Rating to $160 Mil. Loan
SHERIDAN GROUP: S&P Assigns 'B' Rating to New $160 Mil. Loan
SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary

SKYLINE WOODS: 8th Cir. Rejects Bid to Reopen Chapter 11 Case
SKYPORT GLOBAL: Bankr. Court Rules on Suit vs. CenturyTel
SOCIETY OF JESUS: Creditors File 37 Suits to Recover $3.1 Million
SOMERSET PROPERTIES: Taps Lewis Firm to Handle Malpractice Claim
STARPOINTE ADERRA: CCS Acquires Aderra Condominium

STATE INSULATION: Files for Chapter 11 Due to Mesothelioma Claims
STATE INSULATION: Case Summary & 20 Largest Unsecured Creditors
STRATEGIC AMERICAN: Closes Acquisition of Galveston Bay Energy
SUPERSTITION PROMENADE: Voluntary Chapter 11 Case Summary
SUSTAINABLE ENVIRONMENTAL: Posts $329,100 Loss in Dec. 31 Quarter

TAYLOR BEAN: SEC Charges Former Treasurer for Role in Fraud
TEACHERS PROTECTIVE: AM Best Cuts Financial Strength Rating to C++
THERMOENERGY CORP: Scott Fine, et al., Hold 30.4% Equity Stake
TIGRENT INC: Eliot Rose Discloses 7.17% Equity Stake
TIGRENT INC: Tapestry Investment Holds 6.39% Equity Stake

TOWING AND RECOVERY: Charles Suit Goes Back to State Court
TOWNSENDS INC: Court Approves $24.9 Million Sale to Omtron USA
TOWNSENDS INC: Court Set March 29 as Claims Bar Date
TOYS 'R' US: Public Offering Cues Fitch to Retain Positive Watch
TRANS ENERGY: Mark Woodburn Discloses 7.2% Equity Stake

TRAVELCLICK INC: Moody's Assigns 'B1' Rating to $230 Mil. Loan
TRIBECA MARKET: Files for Chapter 11 Bankruptcy Protection
TRIBECA MARKET: Case Summary & 20 Largest Unsecured Creditors
TRIPLE H: Case Summary & 3 Largest Unsecured Creditors
TROPICANA ENT: OpCo Files Post-Confirmation Report for Q4

TROPICANA ENT: Wimar Tahoe Asserts $2 Mil. Admin. Expense Claim
TYSON FOODS: Fitch Upgrades Issuer Default Rating From 'BB+'
UNI-PIXEL INC: Hires Liolios to Lead Investor Relations Program
UNIFI INC: Partially Completed Redemption of $30MM Senior Notes
USEC INC: Board of Directors Add Two Noted Executives

USEC INC: Revises 4 Milestones Under DOE 2002 Agreement
USG CORP: Prem Watsa Discloses 15.13% Equity Stake
VALENCE TECHNOLOGY: Wins Infringement Lawsuit Against Phostech
VALLEJO, CA: Retirees Say Bankruptcy Plan Favors Lenders
WASTE INDUSTRIES: Moody's Assigns 'B1' Corporate Family Rating

WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
WESTLB AG: Prudential's $27M Suit Over Ethanol Plants Survives
WHOLE FOODS: Moody's Upgrades Corporate Family Rating to 'Ba2'
W.R. GRACE: BNSF & Libby Claimants Appeal CNA Settlement Order
W.R. GRACE: Renews Motion for Access to Rule 2019 Documents

W.R. GRACE: Wants Lift Stay for Locke Suit to Continue
WYNDHAM WORLDWIDE: Moody's Assigns 'Ba1' Rating to $250 Mil. Notes

* U.S. Distress Ratio Falls to 4%, Says S&P
* S&P: Corp. Credit Ratings Useful Benchmark for Bond Spreads
* Moody's Sees Higher Recovery Rate on Defaulted US Corp. Debt

* S&P Updates Annual Study of Sovereign Defaults

* Distressed Commercial Real Estate Has Dropped, Report Says
* SBA Launches Refinancing Program for Commercial Real Estate

* SecondMarket Says Bankruptcy Claims Fell in January 2011

* BOOK REVIEW: Partners: Forming Strategic Alliances in Health
                         Care

                            *********

401 GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The 401 Group, LLC
        33 Village Parkway, Suite 100
        Circle Pines, MN 55014

Bankruptcy Case No.: 11-41181

Chapter 11 Petition Date: February 22, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Ann P. Johnson, Esq.
                  MLG BANKRUPTCY GROUP LLC
                  7241 Ohms Lane, Suite 240
                  Edina, MN 55439
                  Tel: (952) 841-0000
                  E-mail: ajohnson@morrislawmn.com

Scheduled Assets: $3,405,011

Scheduled Debts: $9,110,408

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb11-41181.pdf

The petition was signed by Vikram Uppal, secretary and treasurer.


9401 SOUTHWEST: Files for Chapter 11 Protection in Houston
----------------------------------------------------------
Houston-based 9401 Southwest Houston, LLC, filed a bare-bones
Chapter 11 petition (Bankr. S.D. Tex. Case No. 11-31519) in its
hometown on Feb. 23.

The Debtor is a "single asset real estate" as defined in 11 U.S.C.
Sec. 101 (51B).  The Debtor owns property at 9401 Southwest
Freeway, in Houston.  The Debtor estimated assets and debts of
$10 million to $50 million as of the Chapter 11 filing.

The Debtor did not explain in court documents the reason for the
bankruptcy filing.

The Debtor, however, disclosed that Harris County, et al., and
MidFirst Bank are its secured creditors.  Unsecured creditors
include Equitex Property Consultants, Investment Grade Loans,
Inc., The Andrew Alan Lewis Revocable Trust, and CT Corporation.


9401 SOUTHWEST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 9401 Southwest Houston, LLC
        9401 Southwest Freeway
        Houston, TX 77074-1407

Bankruptcy Case No.: 11-31519

Chapter 11 Petition Date: February 23, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Edward L. Rothberg, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: rothberg@hooverslovacek.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Andrew A. Lewis, manager.


AEOLUS PHARMACEUTICALS: Names Russell Skibsted as Sr. VP & CFO
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., appointed Russell L. Skibsted as its
senior vice president and chief financial officer effective
Feb. 15.

"We welcome Russell to the Aeolus team and are pleased to have an
accomplished professional of his caliber leading our financial
operations," said John L. McManus, president and chief executive
officer of Aeolus Pharmaceuticals.  "His extensive financial
management experience, strategic planning skills, and leadership
will be outstanding assets to Aeolus as we enter the next phase of
our company's development and transition to a period of rapid
growth."

Mr. Skibsted is a seasoned executive with over 25 years of
experience in finance, acquisitions, partnering, marketing and
operations, with companies ranging from start-ups to a Fortune 5.
He has significant private equity, public market, operations and
transaction experience with both public and private companies.
Prior to joining Aeolus, he was Senior Vice President and Chief
Business Officer of Spectrum Pharmaceuticals where he led global
strategy, M&A, licensing, fund-raising, & IR/PR.  At Spectrum he
completed a significant partnership and an asset sale that
generated over $62 million in non-dilutive funding to the company
in 2008.  Previously, he was CFO at Hana Biosciences, where he led
the process of bringing the company public & completed two
financings.  Before joining Hana, Mr. Skibsted was Partner and CFO
at Asset Management Company, one of the oldest and most respected
venture capital firms in the Silicon Valley, where he oversaw the
financial & administrative functions, public & private portfolios,
& aviation operations.  Russell Skibsted earned an MBA from the
Stanford Graduate School of Business and a BA in economics from
Claremont McKenna College.

Pursuant to Mr. Skibsted's offer letter agreement with the
Company, dated Sept. 1, 2010, the Company offered Mr. Skibsted
full-time employment as its Senior Vice President, Chief Financial
Officer and Secretary commencing upon the announcement of a
contract for the development of AEOL 10150 as a medical
countermeasure with the Biomedical Advanced Research and
Development Authority.  On Feb. 15, 2011, the Company announced a
contract with BARDA for the development of AEOL 10150 and
concurrently appointed Mr. Skibsted to the position of Senior Vice
President, Chief Financial Officer and Secretary in accordance
with the terms of the Offer Letter.  The Offer Letter provides
that Mr. Skibsted will be entitled to a monthly salary of $20,833
and that Mr. Skibsted will be entitled to participate in all of
the Company's current customary employee benefit plans and
programs, subject to eligibility requirements, enrollment criteria
and the other terms and conditions of such plans and programs.  In
addition, pursuant to the Offer Letter, Mr. Skibsted was granted a
stock option to purchase 360,000 shares of the Company's common
stock under the Company's 2004 Stock Option Plan.  The stock
option has an exercise price of $0.60 per share, the closing stock
price on the date of grant, and will vest at a rate of 30,000
shares per month over a period of twelve months from the date of
grant.

                         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.  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.


AIRPARK VILLAGE: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Airpark Village, LLC, has filed with the U.S. Bankruptcy Court for
the District of Colorado its schedules of assets and liabilities,
disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                    $15,000,000
B. Personal Property                   $112,195
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $8,307,722
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $125,458
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $130,979
                                    -----------        -----------
      TOTAL                         $15,112,195         $8,564,158

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.


AIRPARK VILLAGE: Section 341(a) Meeting Scheduled for March 16
--------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Airpark
Village, LLC's creditors on March 16, 2011, at 10:30 a.m.  The
meeting will be held at U.S. Trustee 341 Meeting Room, 1999
Broadway, 8th Floor, Suite 830, Room C, Denver, CO 80202.

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

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

Aurora, Colorado-based Airpark Village, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-12790) on
Feb. 16, 2011.  Kenneth J. Buechler, Esq., at Buechler Law Office
LLC, serves as the Debtor's bankruptcy counsel.  In its schedules,
the Debtor disclosed $15,112,195 in total assets and $8,564,158 in
total debts.


AIRPARK VILLAGE: Taps Kenneth Buechler as Bankruptcy Counsel
------------------------------------------------------------
Airpark Village, LLC, seeks the Bankruptcy Court's permission to
hire Buechler Law Office, L.L.C., as its bankruptcy counsel.

Prior to the bankruptcy filing, the Firm received the total amount
of $11,039 in retainers from the Debtor.  The Firm rendered
services to the Debtor in conjunction with pre-bankruptcy
planning, legal advice and costs, including the filing fee, in the
amount of $5,520.  The Firm applied the $5,520 to the retainer for
the pre-petition services.

The Law Firm is holding $5,519 as retainer in its trust account
subject to Court approval.  The Law Firm asserts a security
interest in the retainer from the Debtor.

In the event the case is converted to a Chapter 7 proceeding, the
security interest may enable the Law Firm to receive payment of
its fees and expenses to the extent of the retainer while other
administrative expenses remain unpaid.  Any sums remaining at the
close of the representation will be refunded to the client.  To
the best of the Debtor's knowledge, there are no liens or
interests in the retained funds other than the security interest
claimed by the Law Firm.

The Firm's hourly rates are:

                                         Rate
                                     -------------
     Kenneth J. Buechler, Esq.       $250 per hour
     Paralegals                       $95 per hour

The firm may be reached at:

          Kenneth J. Buechler, Esq.
          BUECHLER LAW OFFICE, L.L.C.
          1828 Clarkson Street, Suite 200
          Denver, Colorado 80218
          Tel: 720-381-0045
          Fax: 720-381-0382
          E-mail: ken@kjblawoffice.com

Baesed in Aurora, Colorado, Airpark Village, LLC, filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-12790) on
February 16, 2011.  Judge Sidney B. Brooks presides over the case.
The Debtor has scheduled assets of $15,112,195 and debts of
$8,564,158.


AMBAC FINANCIAL: AAC Sues JPM Over Securitizations
--------------------------------------------------
Ambac Assurance Corp. filed a complaint against J.P. Morgan Chase
& Co.'s EMC Mortgage and J.P. Morgan Securities units in a New
York state court, alleging that it was fraudulently induced to
participate in mortgage-backed securitizations, Elizabeth Amon of
Bloomberg News reported.

Under the complaint, AAC seeks to be made whole as if it had
never entered into the 2005 to 2007 transactions worth millions
of dollars, Bloomberg related.

AAC further alleged that JPMorgan engaged in a bad-faith strategy
and rejected Bear Stearns's findings of loans that breached
representations, Bloomberg disclosed.  "Bear Stearns's material
representations, omissions and breaches of the parties'
agreements fundamentally altered and essentially gutted the
parties' bargain," AAC wrote in the complaint according to
Bloomberg.

According to the AAC complaint, Bear Stearns induced investors to
buy and AAC to insure securities backed by a pool of mortgages
and that Bear Stearns disregarded the quality of the loans to
increase the volume of securitizations, Bloomberg relayed.  AAC
stated that when the market collapsed, JPMorgan acquired Bear
Stearns and prevented EMC from honoring its promises to buy back
defective loans, Bloomberg added.

The case is Ambac Assurance Corp. v EMC Mortgage Corp.,
650421/2011, New York state Supreme Court (Manhattan), Bloomberg
related.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: District Court Dismisses IRS Suit vs. AAC
----------------------------------------------------------
Judge Barbara B. Crabb dismissed the lawsuit commenced by the
U.S. Internal Revenue Service against Ambac Assurance Corporation,
Wisconsin Insurance Commissioner Theodore K. Nickel, and the
Wisconsin State Circuit Court for Dane County.

The IRS asserted in its lawsuit that the defendants doesn't have
the jurisdiction nor the power to stop the IRS from collecting or
assessing AAC's tax liabilities, including $700 million in
disputed tax refunds.  The Dane County Circuit Court recently
confirmed a plan of rehabilitation for AAC, which puts the tax
refund amounts in an AAC segregated amount.

The dismissal of the IRS lawsuit increases the chances that AAC
will retain $700 million in tax refunds regardless of whether the
IRS believes it is entitled to recoup those refunds, The Bond
Buyer relates.

In an 11-page decision signed on Feb. 17, 2011, Judge Crabb
of the U.S. District Court for the Western District of Wisconsin
said the federal court lack jurisdiction to consider the legality
of a state court's order made in the context of an insurance
rehabilitation proceeding that enjoined the U.S. Government from
taking certain actions against the claims-paying assets of the
segregated account of AAC.

At a February 11 hearing before Judge Crabb, the IRS asserted
that state courts lacked any jurisdiction, authority or right to
rule on internal revenue laws and that the Dane County Circuit
Court injunction orders are null and void as a matter of federal
law, The Bond Buyer relayed.

"Even if the jurisdictional statutes were not reverse-preempted,
I would abstain from exercising jurisdiction on the basis of
principles of comity and federalism set forth In re Burford v.
Sun Oil Co., 319 U.S. 315 (1943)," Judge Crabb opined.  In
Burford, the U.S. Supreme Court held that federal courts should
abstain from interfering with specialized, ongoing state
regulatory schemes, Judge Crabb explained.

Judge Crabb noted that, as stated in her remand order, abstention
was appropriate for reasons that, among other things, Wisconsin
has a great interest in maintaining a uniform insurance
rehabilitation process that provides strong protection to
policyholders.

The IRS removed the AAC rehabilitation proceeding to the
Wisconsin District Court in December 2010.  In January 2011,
Judge Crabb remanded the AAC rehabilitation proceeding back to
the Dane County Circuit Court for lack of jurisdiction.  The IRS
appealed from the remand order to the U.S. Court of Appeals for
the Seventh Circuit, which issued an order directing the agency
to file a memorandum explaining why the appeal should not be
dismissed for lack of jurisdiction in light of the rule that "an
order remanding a case to state court based on a lack of subject
matter jurisdiction . . . is not reviewable on appeal."  The IRS
filed a responsive memorandum on Feb. 3, 2011, to which the
OCI responded on Feb. 8.  A decision on the jurisdictional
question remains pending.

AAC is the operating arm of Ambac Financial Group, which entity
has filed for bankruptcy protection in November 2010 in the U.S.
Bankruptcy Court for the Southern District of New York.

A full-text copy of Judge Crabb's Opinion and Order is available
for free at http://bankrupt.com/misc/Ambac_DCFeb17Opinion.pdf

Subsequently, the IRS took an appeal from the District Court's
Feb. 17 Opinion and Order to the U.S. Court of Appeals for the
Seventh Circuit.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Has Until July to File Plan
---------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York granted Ambac Financial Group, Inc.,
a four-month extension to formulate a Chapter 11 plan and solicit
acceptances of that plan, Tiffany Kary of Bloomberg News reported.

The extension ruling is two months short of AFG's proposed six-
month extension of its exclusive plan filing and solicitation
periods.  With Judge Chapman's ruling, AFG is expected to file a
Chapter 11 plan by early July, Bloomberg stated.

Bloomberg related that the exclusivity hearing ran for seven
hours last Feb. 18.  "I've never heard of another case where
there's such a long, full bore, all-out ugly hearing," over the
company's right to control its bankruptcy, Judge Chapman said at
the Feb. 18 hearing, according to Bloomberg, calling the case
a "hit parade of complexity" for its disputes among creditors,
the bankruptcy holding company, Wisconsin regulators overseeing
its operating unit and the Internal Revenue Service.

AFG Chief Executive Officer David H. Wallis appeared at the
hearing asserting that if all of the $700 million in net
operating losses were to be extricated from Ambac Assurance
Corporation, AAC starts paying tax and that would be to the
detriment of policy holders, according to Bloomberg.

Counsel to the Official Committee of Unsecured Creditors, Anthony
Princi, Esq., at Morrison & Foerster LLP, in New York, disagreed
with Mr. Wallis, saying the action is not likely as it would be
too detrimental to the policy holders that the Wisconsin Office
of the Insurance Commissioner seeks to protect, Bloomberg
relayed.

Before the hearing, the Creditors' Committee asserted a formal
objection to the exclusivity extension request, asking the Court
to deny the request or limit the extension to 30 days.  Among the
Committee's contentions discussed at the hearing is the
possibility that AFG's Chapter 11 case could convert into a
Chapter 7 liquidation if AFG fails to file plan sooner than in
six months, Bloomberg stated.  To this, Judge Chapman said, "A
Chapter 7 won't happen in this court, you heard it first," the
report relayed.

The Committee also voiced concern that AFG's requested six-month
extension of the Exclusive Periods will lead to a significant and
potentially fatal drain on the Company's resources.

Mr. Princi said it has become clear to the Committee that the
delay in formulating a plan is motivated by, and stems from, the
fact that AFG's management is hopelessly conflicted by their dual
positions with AFG and AAC.  That conflict is highlighted by the
substantial monies paid to AFG's management in the form of
bonuses paid by AAC, the Committee alleged.  "Because a
confirmable plan that is in the best interests of the Debtor and
its creditors will necessarily contain provisions that are
adverse to AAC, the Debtor's management does not want to -- and
cannot be trusted to -- promulgate a plan of that kind," Mr.
Princi insisted.

In support of the Committee's objection, Mr. Princi and Ari
Lefkovits, a director at the Committee's financial advisor Lazard
Freres & Co. LLC filed with the Court separate declarations.

Mr. Princi disclosed that the Committee provided AFG on Feb. 14,
2011, with a detailed term sheet and asked the Company to file a
plan based on that term sheet.  AFG stated that it does not want
to file a plan that does not have the Wisconsin OCI's consent.
The Committee thus informed AFG that as a fiduciary to unsecured
creditors, it can not and will not support a plan that does not
contain a fair resolution of the issue regarding the amount of
NOLs to be allocated to AAC and the amount to be paid by AAC for
the use of the NOLs, either with or without the OCI's consent,
Mr. Princi noted.

Mr. Lefkovits stated that assuming AFG's annual cash needs upon
emergence from Chapter 11 are about $8 million and should AFG
emerge from Chapter 11 in July 2011, it would then have enough
cash to fund operations for approximately three years.  Assuming
that the Chapter 11 case lasts until Nov. 2011 and a monthly
cash burn rate of $3 million, AFG would emerge from Chapter 11
with approximately $14 million of cash or an amount that would
last fewer than two years, he disclosed.

Representing AFG, Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP,
in New York, emphasized that the value and future liability of
AFG and AAC are directly related and dependent on each other.
She further argued that despite the Committee's assertions, no
Chapter 11 plan exists that will satisfy the Committee and not
inflame the OCI -- thus increasing the risk of the loss of all of
AAC to rehabilitation proceedings, at the time when a plan of
rehabilitation involving the AAC Segregated Account has been
successfully confirmed, preserving value for its policyholders
and its common shareholders.

Ms. Weiss further contended that neither AFG's management nor its
counsel is conflicted.  She also clarified that there is no
"impasse" in the negotiations among AFG, OCI and the Committee.
In fact, she pointed out, the Debtor continues to pursue a
negotiated restructuring with the Committee and OCI and expects
to receive from the OCI a revised term sheet.  The Debtor has
scheduled meetings with the Committee and its professionals and
the OCI for February 22 and 23.

AFG is saying it has not irrevocably ruled out the Committee's
plan proposal, but believes that the proposed plan contains
serious execution risk and could result in years of protracted
litigation with OCI and the IRS.

Stefan Feuerabendt, a managing director at Blackstone Advisory
Partners LP, submitted with the Court a declaration in support
of AFG's reply to the Committee's Objection.  He pointed out
that AFG can afford a six-month exclusivity extension as it has
$70.4 million in available financial resources as of the 2010
year-end.  He added that AFG's liquidity after emergence from
bankruptcy could be materially improved if a settlement were
reached with the OCI that permitted a cash payment from AAC to
AFG.  But even without a settlement with the OCI, Mr. Feuerabendt
said, if AFG emerges by Oct. 31, 2011, it should have sufficient
liquidity to operate through 2014; and if the Company was to
emerge by July 2011, it should have sufficient liquidity to
operate for approximately four years.

Mr. Feuerabendt told Judge Chapman at the Feb. 18 hearing that the
OCI has a proposed resolution of disputes between AAC and AFG that
could involve some cash payments to AFG, according to Bloomberg.
He, however, declined to specify the terms of OCI's offer, adding
that the amounts of a cash payment "would be better than numbers I
described in my affidavit" filed with the Bankruptcy Court, the
report related.

Judge Chapman has yet to issue a formal order on the exclusivity
extension ruling for AFG.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


ANGIOTECH PHARMACEUTICALS: To Amend Terms Under Floating Rate Note
------------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., has reached an agreement with the
holders of a majority of the Company's existing Senior Floating
Rate Notes due 2013 to amend the terms of the previously announced
Floating Rate Note Support Agreement, dated as of Oct. 29, 2010 in
connection with the Company's proposed exchange of its Existing
Floating Rate Notes for new floating rate notes due 2013.

Under the terms of the Sixth Amendment, the Company agreed to
amend the FRN Support Agreement to provide that, among other
things: (i) the New Floating Rate Notes to be issued in connection
with the FRN Exchange Offer would accrue interest subject to a
LIBOR floor of 1.25%; (ii) the indenture governing the New
Floating Rate Notes would impose restrictions on the Company's
ability to apply net proceeds received from certain asset sales;
and (iii) the Consenting Noteholders party to the FRN Support
Agreement would not oppose the recapitalization transactions
currently contemplated by the Company.  Concurrent with the
execution of the Sixth Amendment, additional holders of Existing
Floating Rate Notes executed joinders to the FRN Support
Agreement, thereby bringing the aggregate level of support for the
FRN Exchange Offer to approximately 89% of the outstanding
Existing Floating Rate Notes.

As previously announced, the FRN Exchange Offer will be open to
all qualifying holders of the Existing Floating Rate Notes. New
Floating Rate Notes will be secured by second-priority liens over
the assets, property and undertakings of the Company and certain
of its subsidiaries and will otherwise be issued on substantially
similar terms as the Existing Floating Rate Notes, other than as
noted above and certain previously announced amendments to
covenants in respect of the incurrence of additional indebtedness,
asset sales and the definitions of permitted liens and change of
control.

The Sixth Amendment will be filed by the Company on both SEDAR and
EDGAR, and the above description of the Sixth Amendment is
qualified in its entirety by reference to the complete text of the
Sixth Amendment.

               About Angiotech Pharmaceuticals

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

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

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

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

As reported by the Troubled Company Reporter on Feb. 21, 2011, the
Supreme Court of British Columbia has accepted for filing a plan
of compromise or arrangement, with terms and conditions materially
consistent with Angiotech's recapitalization transaction.  The
Canadian Court granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4.  The purpose of the meeting is for the Affected
Creditors to consider and vote on the Plan.  If the Plan is
approved by the required majority of Affected Creditors, the
Angiotech Entities intend to bring a further motion on or about
April 6 seeking a sanctioning of the Plan by the Court.  The
Canadian Court also granted an order establishing a procedure for
the adjudication, resolution and determination of claims of
Affected Creditors for voting and distribution purposes under the
Plan and fixing a claims bar date of March 17, 2011.


APPLESEED'S INTERMEDIATE: Has OK to Pay $50MM to Critical Vendors
-----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC and its debtor-affiliates
obtained a final bankruptcy court order authorizing, but not
directing, them to pay up to $50 million in prepetition claims of
so-called critical vendors and suppliers pursuant to a procurement
policy.

Upon filing for bankruptcy, the Debtors immediately sought
permission to pay outstanding prepetition amounts to certain
vendors and suppliers, that in their business judgment, are
critical to their business operations, as well as those vendors
and suppliers that may discontinue or already have discontinued
providing goods and services absent payment of their prepetition
claims.  Critical vendors include suppliers of long replacement or
lead time goods, suppliers of high volume purchases, and of
special make-up units and custom-made goods.

The Debtors believe that certain of the Critical Vendors hold
claims that likely are entitled to administrative priority status
under Sec. 503(b)(9) of the Bankruptcy Code on account of goods
delivered within 20 days of the Petition Date.  As of the
bankruptcy petition date, the Debtors estimate that 503(b)(9)
claims total roughly $22 million or roughly 44% of all Critical
Vendor Claims, and roughly 20% of all trade and vendor claims as
of the petition date.

One day after the bankruptcy filing, the Court authorized the
Debtors to pay critical vendor claims up to $25 million.

The Debtors initially identified more than $70 million in
potential critical trade claims and, through discussions with
their lenders and careful consideration, have narrowed that pool
significantly.  The Debtors estimate that the Critical Vendors
represent less than 5% of all trade creditors as of the Petition
Date.

                  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.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to
$1 billion in its Chapter 11 petition.

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.

Counsel to the agent for the Debtors' prepetition asset-based
revolving credit facility and DIP "Tranche A" credit facility is:

          William D. Brewer, Esq.
          WINSTON & STRAWN LLP
          200 Park Avenue
          New York, NY 10166
          Telephone: (212) 294-6793
          E-mail: wbrewer@winston.com

Counsel to the agent for the Debtors prepetition first lien term
loan and DIP "Tranche B" credit facility is:

          James P. Seery Jr., Esq.
          SIDLEY AUSTIN LLP
          787 Seventh Avenue
          New York, NY 10019
          Telephone: 212-839-5448
          E-mail: jseery@sidley.com

Counsel to the agent for the Debtors' prepetition second lien
notes and unsecured notes is:

          Douglas Mannal, Esq.
          KRAMER LEVIN NAFTALIS AND FRANKEL LLP
          1177 Avenue of the Americas
          New York, NY 10036
          E-mail: dmannal@kramerlevin.com
          Telephone: 212-715-9313


APPLESEED'S INTERMEDIATE: Eastman Footwear Out of Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, filed a
new list of members of the official committee of unsecured
creditors of Appleseed's Intermediate Holdings LLC and its debtor-
affiliates.

Eastman Footwear Group Inc., which was in the original list of
members, was excluded from the new list.

The current members of the Creditors Committee are:

   1) RR Donnelley & Sons Company
      Attn: Dan Pevonka
      3075 Highland Parkway, Downers
      Grove, Illinois 60515
      Tel: 630-322-6931
      Fax: 630-322-6052

   2) Gould Paper Corp.
      Attn: Michael Ritter
      11 Madison Avenue
      New York, New York 10010
      Tel: 212-301-8682
      Fax: 212-547-3409

   3) News America Marketing
      Attn: Joseph M Borrow
      20 Westport Road
      Wilton, Connecticut 06897
      Tel: 203-563-6304
      Fax: 203-563-6736

   4) Protex International
      Attn: Carl Jenkins
      1771 Cardinal Way
      Hatfield, Philadelphia 19440
      Tel: 215-721-7504
      Fax: 215-721-7505

   5) Seasons Apparel Inc.
      Attn: Mitchel Nichnowitz
      1010 Crenshaw Blvd., Suite 250
      Torrance, California 90501
      Tel: 732-821-4779
      Fax: 732-940-0468

   8) Valassis
      Attn: Hal Manoian
      One Target Centre
      Windsor, Connecticut 06095
      Tel: 860-285-6336
      Fax: 860-285-6480

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                  About Appleseed's Intermediate

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

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

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on Jan. 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  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: Wins Final Nod of $140-Mil. DIP Loans
---------------------------------------------------------------
The Hon. Kevin J. Gross of the U.S. Bankruptcy Court, District of
Delaware authorized Appleseed's Intermediate Holdings LLC and its
debtor-affiliates to access, on a final basis, postpetition
secured financing from a syndicate of lenders led by UBS AG,
Stamford Ranch, as administrative agent for the "tranche A
lenders", and by Ableco Finance LLC, as administrative agent for
the "tranche B lenders."

As reported in the Jan. 25, 2011 edition of the Troubled Comapny
Reporter, the DIP lenders have committed to provide up to $140
million, comprised of these facilities: (i) a senior secured
first-out revolving credit facility equal to the lesser of (a)
$100 million or (b) the Tranche A borrowing base; and (ii) a
senior secured term loan in the initial amount of $35 million and
a delayed draw amount of $5 million available under certain
circumstances.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.  A copy of the DIP
financing agreement is available for free at:

               http://ResearchArchives.com/t/s?7274

The DIP facility will mature four months after the closing date.
As a condition to closing the DIP Facility, the Debtors must pay
all indebtedness and expenses under the prepetition asset-backed
lending facility, subject to challenge by third parties, including
any statutory committee of unsecured creditors.

The DIP Credit Agreement includes milestones, including
confirmation of a Chapter 11 plan within 90 days of the Petition
Date, or the sale of substantially all of the Debtors' assets, to
be completed within 125 days of the Petition Date, subject to
intermediate milestones.

The DIP facility will incur interest that is the sum of (i) either
the Alternate Base Rate (with a floor of 3.50% for Tranche A loans
and 5.50% for Tranche B loans) or Adjusted LIBOR Rate (with a
floor of 1.50% for Tranche A loans and 3.50% for Tranche B loans)
plus (ii) the Applicable Margin, which will be:

             Alternate Base Rate Loans   Adjusted LIBOR Rate Loans
             -------------------------   -------------------------
Tranche A               3.00%                     4.00%
Tranche B               8.50%                    10.50%

The DIP Agents are granted valid, binding, continuing,
enforceable, fully perfected and unavoidable first-priority senior
priming security interests in and liens upon all prepetition and
postpetition assets of the Debtors.  The DIP Lenders are granted
superpriority administrative claims.

The DIP lien is subject to a $1,500,000 carve-out for U.S. Trustee
and Clerk of Court fees, fees payable to professional employed in
the Debtors' case, and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

The Debtors are required to pay: (i) a commitment fee on the
unused amounts under the Tranche A DIP Facility of 0.25% per annum
(payable monthly in arrears); (ii) a Tranche A DIP Facility
closing fee equal to 0.75%; (iii) a commitment fee for the Tranche
B DIP Facility equal to 1.00%; and (iv) letter of credit fees
payable by the Debtors to (A) the issuing bank, including a
fronting fee equal to 0.125% and (b) the Tranche A Lenders letter
of credit participation fees equal to the Applicable Margin for
Adjusted LIBOR Rate Loans under the Tranche A DIP Facility.

                        Cash Collateral Use

The Court also authorized the Debtors to use the cash collateral.

As of December 2010, the Debtors have outstanding secured and
unsecured indebtedness totalling approximately $725.1 million,
which includes:

  a. $38.4 million outstanding under the ABL credit agreement with
     American Capital Strategies, Ltd., and UBS Securities LLC, as
     joint lead arrangers and joint bookrunners, American Capital
     Financial Services, Inc., as syndication agent, UBS Loan
     Finance LLC, as swingline lender and UBS AG, Stamford Branch,
     as issuing bank, administrative agent and co-collateral
     agent, and Wells Fargo Bank, National Association, as
     successor to Wells Fargo Retail Finance, LLC, as co-
     collateral agents and the lenders party thereto from time to
     time;

  b. $324.1 million outstanding under the first lien credit
     agreement with American Capital Strategies, Ltd., and UBS
     Securities LLC, as joint lead arrangers and joint
     bookmanagers, UBS Securities LLC, as syndication agent,
     Wilmington Trust FSB as successor to American Capital
     Financial Services, Inc., as administrative agent and the
     lenders party thereto from time to time;

  c. $289.3 outstanding under the second lien purchase agreement
     with American Capital Strategies, Ltd., as sole lead arranger
     and bookmanager, American Capita, Ltd., as documentation
     agent and administrative agent; and

  d. with respect to AIH only, $73.3 outstanding under the AIH
     note purchase agreement with American Capital, Ltd., as
     administrative agent and American Capital Strategies, Ltd.,
     as sole lead arranger and bookrunner, and the purchasers
     party thereto from time to time.

The Prepetition Agents are granted, as adequate protection,
replacement liens on the prepetition collateral and the DIP
collateral.

The Prepetition ABL Lenders' replacement liens will be junior to
the senior prepetition ABL permitted liens with respect to the ABL
priority collateral, junior to the senior prepetition term loan
permitted liens with respect to the term loan priority collateral
and senior to any other liens.  The Prepetition ABL Lenders'
replacement liens will be junior and subordinate only to the
Carve-Out and (i) the senior prepetition ABL permitted liens with
respect to the ABL priority collateral and (ii) the senior
prepetition term loan permitted liens with respect to the term
loan priority collateral.  The Prepetition ABL Agent is granted an
allowed administrative claim, to the extent that the Prepetition
ABL Lenders' replacement liens don't adequately protect the
diminution in the value of the Prepetition ABL Lenders' interests
in the prepetition collateral from the Petition Date.  As
additional adequate protection, the Prepetition ABL Agent will be
entitled to ongoing payment of the prepetition ABL agreement
expenses.

The Prepetition First Lien Term Loan Lenders' replacement liens
will be junior and subordinate only to the Carve-out, the DIP
Facility liens, the Prepetition ABL Lenders' replacement liens
with respect to the ABL priority collateral, the Prepetition ABL
Lenders' replacement liens with respect to the term priority
collateral other than to the extent that they secure the payment
of subject prepetition ABL agreement expenses (i) and the senior
prepetition ABL permitted liens with respect to the ABL priority
collateral and (ii) the senior prepetition term loan permitted
liens with respect to the term loan priority collateral.  The
Prepetition First Lien Term Loan Lenders' replacement liens and
liens of the prepetition first lien term loan secured parties will
be senior to the Prepetition ABL Lenders' replacement liens with
respect to the term priority collateral to the extent that they
secure the payment of subject prepetition ABL agreement expenses.
The First Lien Term Loan Agent is granted an allowed
administrative claim, to the extent that the Prepetition First
Lien Term Loan Lenders' replacement liens don't adequately protect
the diminution in the value of the Prepetition First Lien Term
Loan Lenders' interests in the prepetition collateral from the
Petition Date.  As additional adequate protection, the Prepetition
First Lien Term Loan Administrative Agent will be entitled to the
ongoing payment of the first lien term loan expenses.

The Prepetition Second Lien Term Loan Lenders' replacement liens
will be junior and subordinate only to the Carve-out, the DIP
facility liens, the Prepetition ABL Lenders' replacement liens
with respect to the ABL priority collateral, the Prepetition ABL
Lenders' replacement liens with respect to the term priority
collateral other than to the extent that they secure the payment
of subject prepetition ABL agreement expenses and (i) the
Prepetition First Lien Term Loan Lenders' replacement liens and
the senior prepetition ABL permitted liens with respect to the ABL
priority collateral and (ii) the Prepetition First Lien Term Loan
Lenders' replacement liens and the senior prepetition term loan
permitted liens with respect to the term loan priority collateral.
The Prepetition Second Lien Term Lenders' replacement liens and
the lines of the prepetition second lien term loan secured parties
will be senior to the Prepetition ABL Lenders' replacement liens
with respect to the term priority collateral to the extent that
they secure the payment of subject prepetition ABL agreement
expenses.  The Second Lien Term Loan Agent is granted an allowed
administrative claim, to the extent that the Prepetition Second
Lien Term Loan Lenders' replacement liens don't adequately protect
the diminution in the value of the Prepetition Second Lien Term
Loan Lenders' interests in the prepetition collateral from the
Petition Date.  As additional adequate protection, the Prepetition
Second Lien Term Loan Administrative Agent will be entitled to the
ongoing payment of the second lien term loan expenses.

                     About Orchard Brands

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
hold stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on Jan. 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serves 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 Debtors' notice and claims 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.

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.


ARTECITY PARK: Court Directs Escrow Agent to Return Deposit Funds
-----------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol signed an Agreed Order on Jan. 12,
2011, directing Fidelity National Title Insurance Company to turn
over deposit funds to various creditors who purchased condominium
units from Artecity Park LLC et al.  A copy of the Agreed Order is
available at http://is.gd/9c4FkMfrom Leagle.com.

                      About Artecity Park LLC

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

Affiliates Artecity Management IXC (Case No. 10-41406), Artecity
Holding Ltd. (Case No. 10-31407), Artepark South Development LLC
(Case No. 10-31412, BKC-AJC), Artecity Plaza LLC (Case No.
10-31411), Artecity Governor LLC (Case No. 10-31409), and Park
Villas Development LLC (Case No. 10-31413) filed separate
Chapter 11 petitions.  The cases are jointly administered under
Artecity Management, LLC.

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

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


ASPIRE INTERNATIONAL: 2 Directors Ink Agreement with Perfisans
--------------------------------------------------------------
On Feb. 14, 2011, the Board of Directors of Aspire International,
Inc. entered into an acquisition agreement among Bok Wong and To
Hon Lam, and Perfisans Networks Corporation.  Pursuant to the
terms of the Agreement, Bok Wong and To Hon Lam acquired all of
the outstanding stock of the wholly owned subsidiary Perfisans
Networks Corporation for consideration of $10.

                     About Aspire International

Aspire International Inc. was incorporated in Oct. 14, 1997, in
the state of Maryland.  The Company is currently focused on
developing the Manganese mining located in GuangXi, China through
its wholly owned foreign entity Aspire GuangXi Inc.  The Company
is also conducting further studies on its iron mining site in
Cambodia.  The Company is headquartered in Markham, Ontario, in
Canada.

The latest quarterly report, filed Dec. 21, 2010, showed that the
Company at March 31, 2009, had $1,164,681 in total assets,
$6,938,447 in total liabilities, and a stockholders' deficit of
$5,773,766.

DNTW Chartered Accountants, LLP, in Markham, Ontario, Canada,
expressed substantial doubt about Aspire International's ability
to continue as a going concern, following the Company's 2008
results.  The independent auditors noted of the Company's
significant cumulative operating losses.


ASPIRE INTERNATIONAL: To Buy Candid Global for 10-Mil. Shares
-------------------------------------------------------------
On Feb. 14, 2011, Aspire International Inc. and Candid Global
Resources Hong Kong Ltd., entered into an Asset Purchase Agreement
whereby Candid Global agreed to sell 100% of its assets, including
the sub-entity known as "Mygos" and related trademarks and
intellectual property, for 10,000,000 common shares of Aspire
International.

Candid Global Resources Hong Kong Ltd. is a Hong Kong Limited
Liability Company providing online-shopping services business.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?73ea

                     About Aspire International

Aspire International Inc. was incorporated in Oct. 14, 1997, in
the state of Maryland.  The Company is currently focused on
developing the Manganese mining located in GuangXi, China through
its wholly owned foreign entity Aspire GuangXi Inc.  The Company
is also conducting further studies on its iron mining site in
Cambodia.  The Company is headquartered in Markham, Ontario, in
Canada.

The latest quarterly report, filed Dec. 21, 2010, showed that the
Company at March 31, 2009, had $1,164,681 in total assets,
$6,938,447 in total liabilities, and a stockholders' deficit of
$5,773,766.

DNTW Chartered Accountants, LLP, in Markham, Ontario, Canada,
expressed substantial doubt about Aspire International's ability
to continue as a going concern, following the Company's 2008
results.  The independent auditors noted of the Company's
significant cumulative operating losses.


ATLANTIS HEALTH: To Lay Off 25% of Full-Time Staff
--------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that Atlantis Health Plan this week said it will lay off 25
workers, or about a quarter of its full-time staff.  Crain's
relates Atlantis filed a Department of Labor notice this week
announcing the mass layoffs, which won't actually take place until
mid-May.

Crain's notes Atlantis is in the process of restructuring after a
cash infusion from a new investor earlier this year.  Crain's
relates a $16 million recapitalization by Dr. Kiran Patel in
January saved Atlantis from insolvency and being shut down by New
York state insurance regulators.  Dr. Patel now owns a majority of
the stock in Atlantis' holding company.

As reported by the Troubled Company Reporter on Aug. 31, 2010,
Crain's New York Business said Atlantis is insolvent by nearly
$20 million, according to the state Department of Insurance.
Crain's said Atlantis was negotiating with DOI and an unnamed
private investor on terms for injecting $12 million into the
company.

                    About Atlantis Health Plan

New York-based Atlantis Health Plan -- http://www.atlantishp.com/
-- is a doctor-owned managed care plan and a wholly owned
subsidiary of Atlantis Health Systems.  AHS is a privately owned
New York Corporation.


BAYMEADOWS LODGING: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Baymeadows Lodging, Inc.
        dba Four Points By Sheraton Baymeadows Jacksonville
        8520 Baymeadows Road
        Jacksonville, FL 32256

Bankruptcy Case No.: 11-01144

Chapter 11 Petition Date: February 22, 2011

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

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

Scheduled Assets: $3,882,021

Scheduled Debts: $7,838,156

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-01144.pdf

The petition was signed by Jayesh Parag, president.


BELL ALIANT: S&P Assigns 'BB+' Rating on Preferred Shares
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'P-3
(High)' Canada scale and 'BB+' global scale preferred shares
ratings to Atlantic Canada-based Bell Aliant Inc.'s C$250 million
(with an option for up to an additional C$37.5 million) cumulative
rate reset preferred shares, series A.  The preferred shares are
being issued by Bell Aliant Preferred Equity Inc., which is a
subsidiary of Bell Aliant Inc.  The company intends to use the net
proceeds to fund a voluntary C$200 million contribution to Bell
Aliant's pension plans and for general corporate purposes,
including the repayment of debt under Bell Aliant's commercial
paper program and to finance its fiber-to-the-home and other
investments.  S&P expects the offering to close on or about March
9, 2011, subject to certain conditions, including obtaining
necessary regulatory approvals.

The series A preferred shares will be fully and unconditionally
guaranteed by Bell Aliant Regional Communications Inc.
(BBB/Stable/--), a subsidiary of Bell Aliant Inc. The guarantee
will be subordinated to all of the debt of Bell Aliant Regional
Communications that is stated to be pari passu or subordinate to
such guarantee, and will rank senior to the common shares.  The
preferred shares will pay cumulative dividends of C$1.2125 per
share per year, yielding 4.85% per year, payable quarterly, for
the initial five-year period ending March 31, 2016.  The dividend
rate will be reset on March 31, 2016, and every five years
thereafter, at a rate equal to the five-year Government of Canada
bond yield plus 2.09%.  The preferred shares are redeemable by the
company on or after March 31, 2016.

The 'P-3 (High)' Canada scale and 'BB+' global scale ratings on
the preferred shares takes into consideration the subordinated
ranking of the securities and is consistent with Standard & Poor's
corporate ratings criteria and methodology.  For analytical
purposes, Standard & Poor's has qualified these preferred shares
as a hybrid capital with "intermediate" equity content, giving
them 50% equity credit in relation to S&P's calculation of credit
ratios.  Standard & Poor's expects pro forma adjusted debt
leverage and corresponding adjusted credit protection measures to
remain relatively stable following the preferred share issuance.

"The 'BBB' corporate credit rating and stable outlook on Bell
Aliant reflect what S&P views as the company's satisfactory
business risk profile, supported by its solid market position as
the incumbent telecommunications service provider in Atlantic
Canada as well as in several rural markets of Ontario and Quebec;
its ability to sustain relatively strong operating margins despite
increased competition; and meaningful cash flow generation from a
base of 3.8 million customer service connections," said Standard &
Poor's credit analyst Madhav Hari.  "The rating also reflect what
S&P considers the company's intermediate financial risk profile,
characterized by S&P's expectations that Bell Aliant will adhere
to a moderate financial policy, including improving its adjusted
debt to EBITDA to its target of 2.5x; meaningful free operating
cash flow generation from relatively mature operations; and
adequate liquidity," Mr. Hari added.

These factors are partially offset in S&P's view by rising
competition from cable operators offering triple-play services,
which S&P expects to be available to about 80% of the households
within the next couple of years; ongoing local and long-distance
losses not being fully offset by DSL gains; product breadth too
weak to profitably offset erosion of legacy revenue given the lack
of facilities-based wireless; limited deployment of Internet
protocol TV services to date; and somewhat weak credit protection
measures for the ratings, including adjusted debt to EBITDA of
about 2.8x for the 12 months ended Dec. 31, 2010.

                           Ratings List

                          Bell Aliant Inc.

             Corporate credit rating     BBB/Stable/--

                          Rating Assigned

                C$250 million series A pref. shares

               Canada scale               P-3 (High)
               Global scale               BB+


BERNARD L MADOFF: Picard Can Pursue Claims Against Chais Estate
---------------------------------------------------------------
U.S. Bankruptcy Judge Burton R. Lifland has authorized Irving H.
Picard, the trustee seeking to recover assets for victims of
Bernard Madoff's fraud, to continue to pursue claims against
family members of Los Angeles money manager Stanley Chais and
related entities.

Mr. Picard is seeking to recover $1.1 billion from Mr. Chais's
estate, his family or entities he controlled.  Mr. Chais, who died
in September, had denied wrongdoing before his death.

Mr. Picard has alleged that Mr. Chais's daughter and two sons, as
well as trusts created for his family's benefit, knew or should
have known Mr. Madoff was engaged in a fraud and that they failed
to conduct reasonable due diligence.

Chad Bray, writing for Dow Jones Newswires, reports that the judge
allowed several fraudulent-transfer claims to proceed, denying a
request to dismiss those allegations.  However, the judge granted
a request to dismiss Mr. Picard's demand that certain fund
transfers be immediately turned over to the trustee as part of an
accounting of those assets.

"The trustee may or may not prove the requisite facts to establish
the elements of his claims after discovery and a trial on the
merits," Judge Lifland said.  "Nevertheless, the trustee's claims
have been adequately pled."

The report notes the Securities and Exchange Commission dropped
its own lawsuit against Mr. Chais in January. The voluntary
dismissal order left the door open for the SEC to bring a lawsuit
against his estate at a later date and noted Mr. Picard was
pursuing a lawsuit to recover funds.

                  Immediate Turnover Claim Denied

Judge Lifland refused to dismiss trustee Irving Picard's lawsuit
seeking to recover allegedly fraudulent withdrawals made by
Mr. Chais and his family partnership during a 13-year period
starting in 1995.

According to Bloomberg News, Judge Lifland did dismiss
Mr. Picard's claim seeking the immediate turnover of transferred
funds.  Mr. Picard sued Mr. Chais and related entities in May 2009
saying Mr. Chais was a beneficiary of the Ponzi scheme for at
least 30 years and "knew or should have known that they were
reaping the benefits of manipulated purported returns, false
documents and fictitious profits."

Mr. Chais, who was among Mr. Madoff's largest investors, denied
wrongdoing and said he was duped by Madoff.  Mr. Chais died in
September at age 84.  The defendants in the Picard suit are Chais
family members and trusts that the family oversees, according to
Lifland's ruling.

                      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.


BERNARD L MADOFF: Court Dismisses Investors' Suit v. Broker
-----------------------------------------------------------
Martin A. Schulman, M.D., Martin Schulman, Individual Retirement
Account, and Suzanne Schulman, v. Alvin J. Delaire, Jr., Case No.
10 Civ. 3639 (S.D.N.Y.), allege that the Defendant, a securities
broker, bears responsibility for losses that they incurred as a
result of their investments with non-parties Bernard L. Madoff,
Bernard L. Madoff Investment Securities, LLC, and the Madoff Fund.
The Plaintiffs claim violations of the Section 10(b) of the 1934
Securities Exchange Act (the "Exchange Act"), 15 U.S.C. Sec.
78j(b), an unspecified breach of the 1933 Securities Act, 15
U.S.C. Secs. 77a et seq., and a number of related state law
claims.  Plaintiffs allege that the Defendant's fraudulent
misstatements and omissions induced them to invest and ultimately
lose $9,600,000.  Defendant moves to dismiss.

District Judge Harold Baer Jr. held that the complaint fails to
state a claim for fraud with sufficient particularity.  The
complaint fails to establish that Mr. Delaire owed a fiduciary
duty to the plaintiffs.  Accordingly, Judge Baer dismissed the
suit.  A copy of the Court's Feb. 22, 2011 Opinion and Order is
available at http://is.gd/Q59VmKfrom Leagle.com.

                      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: Centro, et al., Ask for Payment or Eviction
------------------------------------------------------------
Centro Properties Group, UBS Realty Investors, LLC, Federal Realty
Investment Trust and Rodeo Holdings LLC ask the Court to require
the Debtors to pay all accrued postpetition amounts owing and due
under their leases, or in the alternative, to issue an order
deeming the Leases rejected, as well as for an order granting them
relief from the automatic stay pursuant to Section 362(d) of the
Bankruptcy Code.

The Landlords are the owners or agent for the owners of numerous
shopping centers in which the Debtors operate or previously
operated retail businesses pursuant to written leases, which have
not been assumed, assumed and assigned, or rejected by the
Debtors, Jeffrey Meyers, Esq., at Ballard Spahr LLP, in
Philadelphia, Pennsylvania -- Meyers@ballardspahr.com -- tells
Judge Burton Lifland.

The postpetition obligations arising under the Leases, consisting
primarily of unpaid rent and related charges for the month of
February 2011, have not been paid, Mr. Meyers asserts.

The approximate amounts owing and due, excluding any unpaid stub
rent, under the Leases are:

A. Centro Leases

                                                        Amount
Store #   Shopping Center        Location                Owed
-------   ---------------        --------               ------
  37101   Wakefield Commons      Raleigh, NC            $8,977
  39533   Western Village        Cincinnati, OH         13,666
  42043   Ivyridge               Philadelphia, PA       10,726
   TBD    Lexington Rd Plaza     Versailles, KY          4,580
  48423   Jefferson Park         Mt. Pleasant, TX        5,421
  48080   Wynnewood Village      Dallas, TX              7,232
  92782   Festival Centre        N. Charleston, SC       7,557
  39312   The Vinyards           E. Lake, OH             5,125
  13044   Stockbridge Village    Stockbridge, GA         9,891
  26009   Southfield Plaza       Southfield, MI         10,279
  42029   County Line Plaza      Souderton, PA           6,658
  55062   Fox Run Shopping C.    Prince Frederick, MD    6,166
  9025    Killingly Plaza        Killingly, CT           6,941
  90376   Village West           Allentown, PA          17,819
  33028   Capital Shopping C.    Concorde, NH            7,688
  37065   University Commons     Wilmington, NC          7,408
  17278   Rivercrest Shopping    Crestwood, IL           9,866
  18584   Speedway Super C.      Speedway, IN            8,175
    TBD   Williamson Square      Franklin, TN            8,733
  55062   Fox River Plaza        Burlington, WI          4,554
  27008   Southport Centre       Apple Valley, MN       14,092
  94033   Roseville Center       Roseville, MN          14,437
  42153   Warminster Town Ctr.   Warminster, PA         12,661
  48417   Trinity Commons        Fort Worth, TX         12,249
  42060   Shops at Prospect      West Hempfield, PA      8,012
   6329   San Dimas Plaza        San Dimas, VA          16,650
  48270   Crossing at Fry Rd.    Katy, TX               12,038
  48596   Plantation Plaza       Klute, TX               7,253
  12517   Marketplace, Wycliffe  Lake Worth, FL          8,644
  48417   Tops Plaza             Northridgeville, OH     4,350

B. UBS Leases

                                                       Amount
Store #   Shopping Center        Location                Owed
-------   ---------------        --------               ------
   4031   Scottsdale Town Ctr.   Scottsdale, AZ        $16,944
    TBD   Rancho San Diego       San Diego, CA             TBD

C. Federal Leases

                                                       Amount
Store #   Shopping Center        Location                Owed
-------   ---------------        --------               ------
  36947   Fresh Meadows          Fresh Meadows, NY     $18,796
  12014   Delmar Village         Boca Raton, FL         25,692
  17034   Garden Market S. C.    Western Springs, IL    11,640
  17268   North Lake Commons     Lake Zurich, IL        12,599
  94240   Mt. Vernon Plaza       Alexandria, VA          3,948

D. Rodeo Lease

                                                       Amount
Store #   Shopping Center        Location                Owed
-------   ---------------        --------               ------
    TBD   Larchmont Boulevard    Los Angeles, CA       $83,000

Throughout the pendency of their Chapter 11 cases, the Debtors'
counsel has regularly represented to the Court that it was their
intention to pay the rent owed to landlords in a timely fashion,
Mr. Meyers says.  Consistent with that, the Debtors expressly
represented to the Court in their request to extend time to assume
or reject unexpired leases that the extension they were seeking
should be granted because they were current in the rental payments
and would remain current pending a decision to assume or reject
their leases, he continues.

It is clear that Section 365(d)(3) of the Bankruptcy Code requires
the Debtors to pay Lease obligations as they come due, thereby
balancing the Debtors' decision to retain the leasehold, and the
captive landlord's inability to evict the Debtors during the
extended lease decision period, Mr. Meyers contends.  He points
out that the plain language of the Bankruptcy Code, under Section
365(d)(3), requires the Debtors to timely perform all postpetition
obligations owing and due under the Leases, including the payment
of rent and related charges.

Centro, et al., believes that the Debtors have paid other
administrative expenses, and possibly rent owed to other shopping
center landlords for the month of February 2011.  They argue that
it is unfair and inconsistent with the fundamental tenets of the
Bankruptcy Code for the Debtors to be permitted to breach their
undisputed postpetition obligations to the Landlords, while
picking and choosing to pay other administrative creditors in a
timely fashion.

As a result of the Debtors' payment default under the Leases,
"cause" exists to terminate the automatic stay imposed by Section
362(a) of the Bankruptcy Code to permit the Landlords to exercise
their rights pursuant to the terms of the Leases to regain
possession of their leased premises in accordance with the terms
of the Leases and applicable state law, Mr. Meyers further argues.

                     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 Sept. 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: Four Florida Wants Payment of Admin. Claim
-----------------------------------------------------------
Four Florida Shopping Centers Properties, Limited Partnership,
pursuant to Section 503(b) of the Bankruptcy Court, asks the Court
to award the payment of administrative rent and other expenses for
all postpetition sums due under a lease, plus attorneys' fees,
costs and all other lease related charges.

Blockbuster, Inc., is party to a prepetition lease with Four
Florida for the use of a non-residential real property located at
3139 Forest Hill Boulevard, in West Palm Beach, Florida.  At the
time of the bankruptcy filing, Blockbuster was in default under
the terms of the Lease, and remains in default, as a result of its
failure to pay all postpetition charges due under the Lease, Craig
I. Kelley, Esq., at Kelley & Fulton, P.A., in West Palm Beach,
Florida, informs the Court.

Pursuant to the terms of the Lease, Blockbuster is obligated to
pay base rent and other charges as additional rent in the
aggregate amount of $13,128, plus sales taxes, common area
maintenance fees, real estate taxes and insurance costs, Mr.
Kelley says.  He asserts that Blockbuster has failed to make full
payment of those charges in violation of the Lease.

Mr. Kelley contends that rejection of the Lease, with an effective
date of Dec. 31, 2010, as authorized by the Court, constitutes
a default under the Lease giving rise to a Lease rejection claim
for $157,545, for which Four Florida will file a proof of claim.
He asserts that Blockbuster maintained possession of the leased
premises at Four Florida's expense through and including
Dec. 31, 2010.

Four Florida remains liable for real estate taxes and other costs
associated with meeting its obligations under the Lease, while
Blockbuster continued to conduct business from the premises and
benefited from the Lease through and including the Lease rejection
date, Mr. Kelley argues.  Accordingly, he says, Blockbuster should
be directed to immediately pay Four Florida all amounts owing for
postpetition charges under the Lease as an administrative priority
claim.

                     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 Sept. 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: Says Summit Conversion Plea Untimely
-----------------------------------------------------
Blockbuster Inc. responded to the request of Summit Distribution
LLC that the bankruptcy court order immediate payment or send
Blockbuster Inc. to Chapter 7 liquidation.

"The Motion is an inappropriate and untimely attempt by Summit to
unfairly advantage its position vis-a-vis other administrative
creditors in these [Ch]apter 11 cases," Stephen Karotkin, Esq., at
Weil, Gotshal & Manges LLP, in New York, tells the Court on behalf
of the Debtors.

As previously reported, Summit Distribution LLC asked the United
States Bankruptcy Court for the Southern District of New York to
compel the Debtors to immediately pay its administrative expense
claim pursuant to Sections 105(a), 363(b) and 503(b) of the
Bankruptcy Code, or in the alternative, grant it relief from the
automatic stay to permit reclamation of its goods and converting
the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy
Code for cause.

Summit is unable to meet any of the factors necessary to grant
immediate payment of its administrative expense claim, Mr.
Karotkin argues, citing Garden Ridge Corp., 323 B.R. 136, 143
(Bankr. D. Del. 2005).  He, however, says that at the time of the
filing of the request, the Debtors' records indicate that Summit's
administrative expense claim is $9,360,599.

In the alternative, Summit seeks the unprecedented relief of
reclamation by claming it was misled into believing a debtor
already in bankruptcy was solvent, or that the Debtors used the
very documents that explained the limitations on their ability to
use cash collateral to trick Summit into believing no risk existed
to its repayment, Mr. Karotkin contends.

Absent an ability to reclaim its goods or receive immediate
payment, Summit seeks to derail the Debtors' entire Chapter 11
proceedings, without regard for other creditors, by requesting
conversion of these Chapter 11 cases into Chapter 7 cases, Mr.
Karotkin asserts.  He insists that all three requested remedies by
Summit are inappropriate.

Mr. Karotkin tells Judge Burton Lifland that Blockbuster currently
anticipates to demonstrate at the hearing on the request its
intention to pursue a course of action that will serve to maximize
the value of its assets in an orderly fashion as opposed to the
immediate conversion to Chapter 7.

                     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 Sept. 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)


BLUE HERON: To Cease Operations; 175 Workers Displaced
------------------------------------------------------
Suzanne Stevens at the Portland Business Journal reports that Blue
Heron Paper Co. in Oregon City will cease operations, leaving
approximately 175 workers without jobs.

According to the report, employee-owned Blue Heron had been trying
to reorganize in Chapter 11.  The Debtor fired 50 of its workers
two weeks after seeking bankruptcy protection.

"The initial plan was successful in restoring profitability and
the company received meaningful support from its suppliers and
other creditors," Portland Business Journal quotes Blue Heron
President Mike Siebers as stating, "but lately those profits began
to erode due to escalating waste paper prices and limited
availability of that raw material."

                         About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company --
http://www.blueheronpaper.com/-- produces newsprint, and high
bright and heavyweight groundwood specialty printing papers.

Blue Heron filed for Chapter 11 protection (Bankr. D. Ore. Case
No. 09-40921) on Dec. 31, 2009.  David B. Levant, Esq., at Stoel
Rives LLP, in Portland, Oregon, serves as bankruptcy counsel to
the Debtor.  Attorneys at Barran Liebman LLP have been tapped as
labor and employment counsel.  The Debtor also employed Vanden Bos
& Chapman, LLP, as special counsel.  The Company estimated $10
million to $50 million in assets and debts as of the Chapter 11
filing.


BON SECOUR: Hancock Gets Lift Stay to Assert Rights on Property
---------------------------------------------------------------
The Court granted Hancock Bank's motion for relief from automatic
stay in Bon Secour Partners, LLC's bankruptcy case.

Hancock is a creditor holding a claim secured by the Debtor's real
property.  The obligation of the Debtor to Hancock is currently
evidenced by an amended renewal promissory note, executed on
Jan. 27, 2009, effective Sept. 15, 2008, in the principal amount
of $3,545.761.  In connection with the execution of the promissory
note, the Debtor executed a future advanced mortgage, security
agreement and fixture filing granting Hancock a first lien on the
Real Property.  At the time of the bankruptcy filing, the
Promissory Note had matured and the Debtor was in default under
the terms of the Promissory Note.

Hancock alleged that Debtor had no equity in the property and the
property is not necessary for the effective reorganization of the
Debtor because he could not reorganize because the Debtor cannot
generate sufficient income to fund a plan.  In addition Hancock
alleged that cause existed and that Hancock was not adequately
protected because the Debtor was in default under the terms of the
note at the time of the filing and it cannot commence making
monthly post-petition payments to Hancock.  The Debtor opposed
Hancock's motion.

Hancock and the Debtor had entered a stipulation, which provides
for the restructure of the obligation of the Debtor to Hancock.
Hancock will retain its lien and agree to reduce the obligation of
the Debtor to Hancock to an amount equal $2,305,000, the appraised
value of the Real Property at the time of the hearing.  Hancock
and the Debtor have reached an agreement to extend the maturity
date of the Promissory Note, adjust the interest rate and provide
for specific repayment terms.  The automatic stay will lift
automatically upon the Debtor's default under the Stipulation.

The Stipulation was intended to allow the Debtor to be able to
retain ownership of the Real Property, make payments on the
Promissory Note and hold the property for sale or future
development.

Hancock Bank is represented by Strasburger & Price, LLP, and
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP.

Dallas, Texas-based Bon Secour Partners, LLC, filed for Chapter 11
bankruptcy protection on Nov. 3, 2009 (Bankr. N.D. Tex. Case
No. 09-37580).  Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
assets and debts at $10 million to $50 million.


BORDERS GROUP: Commences Omnibus Motions to Reject Leases
---------------------------------------------------------
In their first omnibus motion to reject unexpired leases, Borders
Group and its units seek the Court's permission to reject these
four unexpired non-residential real property leases, effective as
of the Petition Date:

                                                     Rent per
  Lessor                  Leased Premises              Month
  ------                  ---------------            ---------
  Hawkins-Smith,          Milwaukee Marketplace,       $57,940
  Hawkins-Smith           1123 N. Milwaukee
  Management, Inc.        Boise, Idaho

  1600 Pearl Street, LLC  1600 Pearl Street Mall,       74,291
                          Boulder, Colorado 80302

  Camelot LLC             Block E, 600 Hennepin
                          Ave, Suite 130,
                          Minneapolis,                  60,918
                          Minnesota

  BDC Grove City          3900 Gantz Rd. Grove          50,000
  Portfolio, LP           City, Ohio

The Debtors relate that the store and distribution center
locations associated with each of the Leases to be rejected were
closed before the Petition Date and that they have vacated the
Leased Premises.  They have removed personal property at the
Leased Premises to the extent that (i) it was cost effective to
do so, and (i) it could be utilized in their ongoing business
operations.  The Debtors also disposed of a limited amount of
personal property that has no value or unnecessary to their
operations and left behind Personal Property of de minimis value
in the Leased Premises.

The Debtors note that as of the Petition Date, they continue to
pay rent, certain property taxes, utilities, insurance and other
related charges associated with the Leases.  By rejecting the
Leases, the Debtors estimate that they will be able to achieve
cost savings of about $22.7 million in rent and other related
obligations over the remaining terms of the Leases.

                       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: Proposes Lease Rejection Procedures
--------------------------------------------------
Borders Group Inc. and its units ask the Court to approve certain
proposed expedited procedures for the future rejection of
unexpired leases.

The Debtors are parties to hundreds of unexpired leases,
including real property leases for their retail locations.  The
Debtors previously filed a motion seeking, among other things, to
sell certain assets through store closing sales and expect
closing 202 of their underperforming retail stores.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that although the Debtors are still
reviewing the Leases and may assume certain Leases in connection
with the administration of their Chapter 11 cases, there will
inevitably be a large number of Leases that no longer provide any
benefit to their estates and should be rejected.  To facilitate
an expeditious and efficient process for rejecting those
burdensome Leases, the Debtors propose to implement these
procedures:

  (A) The Debtors will file on their Chapter 11 case dockets a
      notice setting forth the proposed rejection of one or more
      Leases, and will serve the Rejection Notice on: (i) the
      non-Debtor counterparty under the applicable Lease at the
      last known address available to the Debtors; (ii) counsel
      to the statutory committee of unsecured creditors
      appointed in these Chapter 11 cases; (iii) counsel for the
      DIP Agents: (x) Morgan, Lewis & Bockius LLP, counsel for
      the Working Capital Agent, (y) Riemer & Braunstein LLP,
      counsel for GA Capital LLC; (iv) Kelley Drye & Warren LLP,
      attorneys for certain landlords; (v) Lowenstein Sandler
      PC, attorneys for certain trade vendors; and (vi) the U.S.
      Trustee for Region 2.

  (B) With respect to non-residential real property Leases to be
      rejected, the Rejection Notice will set forth (i) the
      street address of real property that is the subject of the
      Lease, (ii) the remaining term of the Lease, and (iii) the
      name and address of the affected landlord.  With respect
      to personal property Leases to be rejected, the Rejection
      Notice will provide (i) the name and address of the Lease
      counterparty, and (ii) a brief description of the personal
      property Lease to be rejected.  All Rejection Notices will
      be accompanied by a copy of an order granting the
      Rejection Procedures Motion.

  (C) Should a party-in-interest object to the Debtors' proposed
      rejection of a Lease, that party must file an objection
      with the Court so as to be actually received by these
      parties within 10 days after the date the Rejection Notice
      is filed: (i) counsel for the Debtors, Kasowitz, Benson,
      Torres & Friedman LLP; (ii) the U.S. Trustee; (iii)
      counsel for the Creditors' Committee; (iv) counsel for the
      DIP Agents: (x) Morgan, Lewis & Bockius LLP, counsel for
      the Working Capital Agent, (y) Riemer & Braunstein LLP;
      (v) Kelley Drye & Warren LLP, attorneys for certain
      landlords; and (vi) Lowenstein Sandler PC, attorneys for
      certain trade vendors.

  (D) If no objection to a Rejection Notice is timely filed, the
      applicable Lease will be deemed rejected on the effective
      date set forth in the Rejection Notice, or, if no date is
      set forth, the date the Rejection Notice is filed with the
      Court.

  (E) If a timely objection to a Rejection Notice is filed and
      received in accordance with the Rejection Procedures, the
      Debtors will schedule a hearing on that objection and will
      provide at least five days' notice of that hearing to the
      objecting party and the Objection Notice Parties.  If the
      Court ultimately upholds the Debtors' determination to
      reject the applicable Lease, then the applicable Lease
      will be deemed rejected (i) as of the Rejection Date, or
      (ii) as otherwise determined by the Court.

  (F) Claims arising out of the rejection of Leases must be
      filed, on or before the later of (i) the deadline for
      filing proofs of claim established by the Court in the
      Debtors' Chapter 11 cases, or (ii) 45 days after the
      Rejection Date.  If no proof of claim is timely filed,
      such claimant will be forever barred from asserting a
      claim for rejection damages and from participating in any
      distributions that may be made in connection with these
      Chapter 11 cases.

  (G) If the Debtors have deposited funds with a Lease
      counterparty as a security deposit or other arrangement,
      the Lease counterparty may not setoff or otherwise use
      that deposit without the prior authority of the Court or
      agreement of the parties.

The proposed Rejection Procedures will essentially streamline the
Debtors' ability to reject burdensome Leases and thus, minimize
unnecessary postpetition obligations, while providing Lease
counterparties with adequate notice of the rejection of any Lease
and an opportunity to object to the rejection within a reasonable
time period, Mr. Friedman asserts.

The Debtors also seek Court permission, prior to and through the
Rejection Date, to remove from premises that are the subject of
any rejected Lease personal property that the Debtors have
installed in or about the leased premises, which property is
either owned by the Debtors, leased by the Debtors from third
parties, or subject to any equipment financing agreements with
third parties.  To the extent the Debtors determine that any of
their interest in the property has little or no value and that
the preservation of the property will only add expenses to their
estates, the Debtors seek the Court's authority to abandon the
property remaining at premises subject to a rejected Lease as of
the Rejection Date.  The Debtors clarify that no personal
property subject to a true lease will be abandoned without first
rejecting the underlying lease for that property.

If the Debtors propose to abandon personal property that is (i)
subject to a true lease, and (ii) located at a premises that is
the subject of a Rejection Notice, that Rejection Notice will
indicate the abandonment, and the Debtors propose that the
automatic stay be deemed modified to permit the personal property
lessor to retrieve that abandoned property within seven days of
the date the Rejection Notice is filed.

                       About Borders Group

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

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

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

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

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

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

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


BORDERS GROUP: Wins Interim Approval to Honor Insurance Programs
----------------------------------------------------------------
Borders Group Inc. and its units sought and obtained an interim
order from the Court authorizing them to continue to honor their
insurance policies without interruption, on the same basis, and in
accordance with the same practices and procedures that were in
effect prior to the Petition Date.

In the ordinary course of business, the Debtors maintain numerous
insurance policies that provide coverage for, among other things,
general liability, automobile liability, property damage,
earthquake damage, directors' and officers' liability, commercial
crime, fiduciary liability, media liability and cyber liability.
The Insurance Policies are maintained through several different
insurance carriers, a list of which is available for free at:

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

For the 2010/2011 policy period, the annual premiums for the
Insurance Policies totaled approximately $4.97 million, according
to David M. Friedman, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York.

The Court has also authorized the Debtors to pay, in their sole
discretion, all insurance obligations, including all premiums,
claims, deductibles, administrative fees and expenses, broker's
fees, and all other costs, charges and obligations arising under
or relating to the Insurance Policies, which become due during
the interim period.

The Debtors are further authorized to renew their Insurance
Policies or obtain replacement coverage, as needed, in the
ordinary course of business.

The Debtors are also permitted to enter into postpetition premium
financing agreements or PFAs related to the Insurance Policies
and new insurance policies, as needed.  Mr. Friedman relates that
the Debtors have financed certain insurance premiums through PFAs
with third-party lenders.  For the 2011/2012 policy period, the
Debtors plan to finance all lines of coverage, besides director
and officer liability insurance, through PFAs using two third-
party lenders -- Westfield Insurance Company and AFCO.  Both PFAs
have been finalized as of the Petition Date.

Mr. Friedman specifies that the Debtors maintain casualty
insurance, letters of credit and executive insurance.  The
Debtors' casualty lines of insurance coverage (i.e., general
liability and auto liability) each contain some form of
deductible, whereby the Insurance Carrier provides coverage
from the initial dollar of exposure and then seeks reimbursement
from the Debtors for the deductible amount established under the
terms of the applicable Insurance Policy and pursuant to any
agreements for deductible and/or loss limit reimbursement.  The
casualty Insurance Policies are secured by a letter of credit.
The Debtors have posted two separate letters of credit through
Bank of America, N.A., in the amount of $22,188,000 and
$1,400,000 to secure their deductible obligations under the
general liability, auto liability and workers' compensation
Insurance Policies.  The Debtors have also made premium payments
in the approximate aggregate amount of $1.5 million for their
Insurance Policies designated as executive insurance policies for
the 2010/2011 policy period.  These policies include the Debtors'
director and officer liability policies and related special
coverage.

                        Insurance Brokers

The Debtors employ several parties, including the Hylant Group,
Inc., Marsh Inc., and Mercer Insurance Group, as their insurance
brokers, to assist with the procurement and negotiation of many
of their Insurance Policies:

  * The Debtors' current contract with Hylant covers the period
    beginning on July 1, 2010, and ending on June 30, 2011.
    Pursuant to its contract with the Debtors, Hylant has been
    paid a flat fee of $50,000.

  * The Debtors' current contract with Marsh covers the period
    beginning on Aug. 1, 2010, and ending on July 31, 2012.
    For the period commencing Aug. 1, 2010 and ending on
    July 31, 2011, Marsh is to be paid $264,000 in quarterly
    installments.  Under this fee agreement, the Debtors still
    owe Marsh $66,000, which they have wrapped into their PFA
    with AFCO.  Starting on Aug. 1, 2011, and through the end
    of the contract term, the Debtors will pay Marsh $275,000 in
    quarterly installments.

  * The broker fee owed to Mercer is incorporated into the Marsh
    contract fee agreement, and no separate amount is owed to
    Mercer.

                 Workers' Compensation Program

The Debtors maintain workers' compensation liability insurance or
pay into a state-administered workers' compensation fund in all
50 states and the Commonwealth of Puerto Rico; and provide
employees with workers' compensation coverage for claims arising
in any jurisdiction from or related to the workers' employment by
the Debtors.

Consistent with the Court's order, the Debtors are authorized,
but not directed, to maintain and administer their Workers'
Compensation Programs in the ordinary course of business and pay
all claims and costs related to it.

Moreover, the Debtors' banks are directed to receive, honor,
process and pay checks or electronic transfers drawn on the
Debtors' bank accounts relating to the Insurance Obligations.

The Court will convene a hearing on March 15, 2011, to consider
final approval of the Debtors' request.

                       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 Limit Trading to Keep $300M NOLs
------------------------------------------------------------------
Borders Group Inc. and its units sought and obtained interim Court
approval of uniform procedures designed to protect the potential
value of their net operating tax loss carryforward amounts,
potential net unrealized built-in losses in their assets, capital
loss carryforwards and certain other tax and business credit.

The Debtors estimate that, as of Feb. 16, 2011, they have:
(i) NOLs of at least $300 million; (ii) potential consolidated
Built-in Losses in the range of about $100 million; (iii) Capital
Loss Carryforwards of about $56 million; and (iv) carryforward
wage credits of approximately $1.7 million.

The Tax Attributes are valuable assets of the Debtors' estates
because the Internal Revenue Code of 1986, as amended, generally
permits corporations to carry over their losses and tax credits
to offset future income, thus reducing tax liability, David M.
Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, relates.

To that end, the Claims Trading Procedures are designed to
(a) impose restrictions and notification procedures to ensure
the Debtors receive the full benefits of the automatic stay,
and (b) notify holders of the stock of Borders Group, Inc., and
holders of claims against the Debtors of the injunction imposing
restrictions and notification requirements by making available to
all holders of Borders Stock or Claims (x) an interim procedures
notice to be effective nunc pro tunc Feb. 16, 2011, and (y) a
final procedures notice.

A copy of the Claims Trading Procedures is available for free at:

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

The Debtors aver that their ability to preserve the Tax
Attributes may be seriously jeopardized unless procedures are
established to ensure that trading in certain interests in their
estates and claims against them are either precluded or closely
monitored and made subject to Court approval.  On the other hand,
the Debtors also recognize that some trading in BGI Stock and
Claims may not, under certain circumstances, pose a serious risk
to their Tax Attributes and thus, the relief requested in the NOL
Motion is narrowly tailored to permit certain trading to
continue.  The Debtors also preserve the ability to waive, in
writing, in appropriate circumstances, any and all restrictions,
stays and notification procedures contained in the NOL Motion.

Judge Arthur J. Gonzalez ruled that until further Court order to
the contrary, any acquisition, disposition or other transfer in
violation of the restrictions set forth in the Claims Trading
Procedures will be null and void ab initio as an act in violation
of the automatic stay pursuant to Sections 362 and 105(a) of the
Bankruptcy Code.

The Debtors will serve notice of the entry of the Interim
Order describing the authorized trading restrictions and
notification requirements to: (i) the U.S. Trustee for Region
2; (ii) creditors holding the thirty largest unsecured claims
against the Debtors' estates; (iii) counsel for the DIP Agents;
(iv) Kelley Drye & Warren LLP, attorneys for certain landlords;
(v) Lowenstein Sandler PC, attorneys for certain trade vendors;
(vi) Fried, Frank, Harris, Shriver & Jacobson LLP, attorneys for
General Growth Properties, Inc.; (vii) Bingham McCutchen LLP,
attorneys for Bank of America, N.A.; (viii) any person who has
filed Schedule 13D, 10 or 13G with the U.S. Securities and
Exchange Commission since Jan. 1, 2010 with regard to the
beneficial ownership of Borders Stock; (ix) any record holder of
Borders Stock or through a nominee holder, to that nominee holder
or the designated mailing agent for that nominee holder; (x) the
SEC; and (xi) the Internal Revenue Service.

The Debtors will also post the Interim Procedures Notice on their
case administration website hosted by The Garden City Group, Inc.,
at www.bordersreorganization.com

The Debtors will submit a notice of the entry of the Interim
Order for publication on the Bloomberg newswire service and
arrange for publication of that notice in national editions of
The Wall Street Journal and The New York Times.

Nothing in the Interim Order will preclude any person or entity
desirous of acquiring or disposing of any claim or interest from
requesting relief from the Interim Order subject to the Debtors'
rights to oppose that relief, Judge Gonzalez held.  Likewise,
nothing in the Interim Order or in the NOL Motion will be deemed
to prejudice, impair or otherwise alter or affect the rights of
any holders of interests in or claims against the Debtors,
including in connection with the treatment of any of those
interests or claims under any Chapter 11 plan, Judge Gonzalez
clarified.

The Debtors may waive, in writing, any and all restrictions,
stays, and notification procedures contained in the Interim
Order.

Any objection to the final approval of the NOL Motion must be
made on or before March 8, 2011.  If timely objections are
received, the Court will hold a hearing to consider final
approval of the NOL Motion on March 15.  If no Objections are
timely filed, the Debtors will submit to the Court a final order
granting the NOL Motion.

                       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)


BUILDERS FIRSTSOURCE: Incurs $24.61-Mil. Net Loss in 4th Quarter
----------------------------------------------------------------
Builders Firstsource, Inc., reported a net loss of $24.61 million
on 147.09 million of sales for the three months ended Dec. 31,
2010, compared with net income of $6.57 million on $153.96 million
of sales for the same period a year ago.

The Company also reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$412.80 million in total assets, $253.29 million in total
liabilities, and $159.51 million in stockholders' equity.

"Actual U.S. single-family starts were 471,100 in 2010, a 5.9
percent increase over 2009.  This is the first time in the past
five years there has been a year-over-year increase in housing
starts," said Floyd Sherman, Builders FirstSource's chief
executive officer.  Commenting on the recent quarter, Mr. Sherman
added, "However, it is evident that challenging conditions still
persist, as actual U.S. single-family starts for the fourth
quarter of 2010 were 95,600, a decrease of 8.7 percent compared to
the fourth quarter of 2009.  In the South Region, as defined by
the U.S. Census Bureau and which encompasses our entire geographic
footprint, actual single-family starts were 49,900, down 9.3
percent from the fourth quarter of 2009, and single-family units
under construction were 116,800, a decrease of 8.2 percent
compared to the fourth quarter of 2009.  Despite this decline in
construction activity, our sales of $147.1 million for the current
quarter were down just 4.5 percent when compared to sales of
$154.0 million in the fourth quarter of 2009.  These sales
results, even when adjusted for commodity inflation, would
indicate we gained market share during the quarter.  We look to
continue this trend, but only where these gains are at acceptable
margins."

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

               http://ResearchArchives.com/t/s?73e5

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.  It has a 'Caa1'
long term corporate family rating and 'Caa3' probability of
default ratings, with negative outlook, from Moody's Investors
Service.

In July 2010, when S&P revised the rating outlook to negative and
affirmed the ratings, S&P said the 'CCC+' corporate credit rating
reflects what S&P considers to be the company's vulnerable
business risk and highly leveraged financial profile.  The rating
also reflects Builders FirstSource's exposure to the new
residential construction market, which is experiencing a prolonged
slump, faces highly competitive markets, and has a limited end-
market focus.  In addition, the company's EBITDA loss was
approximately $32 million for the 12 months ended June 30, 2010,
compared with $29 million for the same period a year ago, leading
to its highly leveraged financial profile.  Given its weak
earnings, a trend S&P expects to continue in the near term,
combined with low levels of housing starts and highly competitive
market conditions, S&P expects EBITDA to remain negative through
the remainder of 2010.


CALIFORNIA COASTAL: Wins Confirmation of Reorganization Plan
------------------------------------------------------------
California Coastal Communities, Inc. disclosed the United States
Bankruptcy Court for the Central District of California has
confirmed the Company's plan of reorganization with respect to its
Chapter 11 bankruptcy cases.  The Company expects to satisfy the
various conditions to the Plan and emerge from bankruptcy on
March 1, 2011.

Chief Executive Officer Raymond J. Pacini commented, "We thank our
lenders for their support and look forward to exiting bankruptcy
within a week.  With the working capital provided by our lenders,
we recently started construction of eight new homes at our
Brightwater community in Huntington Beach.  We are well-positioned
toprovideuniquecoastal homes at Brightwater and are extremely
encouraged by our recent success in selling ten new homes within
the first seven weeks of the year.  We plan to build on that
success by releasing new prices and floor plans for our homes on
March 5th that will enable us to better compete in the Huntington
Beach market.  We are excited about the future.  The market is
evolving daily and the combination of low mortgage rates and
attractively-priced, ocean-close homes in an exceptional locale
provides an incredible opportunity for today's home buyers."

The Company is a residential land development and homebuilding
company operating in Southern California.  The Company's principal
subsidiaries are Hearthside Homes which is a homebuilding company,
and Signal Landmark which owns 110 acres on the Bolsa Chica mesa
where sales commenced in August2007 at the 356-home Brightwater
community.  Hearthside Homes has delivered over 2,300 homes to
families throughout Southern California since its formation in
1994.

                      About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal and certain of its wholly-owned subsidiaries
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Lead Case No. 09-21712) on Oct. 27, 2009.  Joshua M. Mester, Esq.,
in Los Angeles, California, serves as counsel to the Debtors.  The
Company's financial advisor is Imperial Capital, LLC.  California
Coastal disclosed $4.23 million in assets and $250.5 million in
liabilities as of the Chapter 11 filing.


CAMTECH PRECISION: Court Grants PNCEF Relief From Automatic Stay
----------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida has granted PNCEF, LLC's motion for
relief from automatic stay in Camtech Precision Manufacturing,
Inc., et al.'s bankruptcy case.  The automatic stay is lifted to
permit PNCEF to take possession of the Debtor's property.  The
relief granted permits PNCEF to enforce all rights to the
property.

Creditor PNCEF leased certain equipment to the Debtor pursuant to
two lease agreements -- Lease Agreement 85281000 and Lease
Agreement 96777000 -- entered into by and between PNCEF and the
Debtor.  PNCEF maintained a security interest in the equipment
leased to the Debtor.  PNCEF's security interests were duly and
property perfected by the filing of UCC-1 financing statements
with the New York Secretary of State and the Texas Secretary of
State.

The Debtor is in default under the Lease Agreement 85281000.
Pursuant to that agreement, the Debtor was to make monthly rent
payments to PNCEF in the amount of $18,929.96.  The Debtor
defaulted under the terms of that agreement by failing to make the
Nov. 4, 2009 payment and all payments due thereafter.  The balance
owing to PNCEF pursuant to Lease Agreement 85281000 is
$543,465.88.  The fair market value of the equipment leased under
that agreement is $400,000.

The Debtor is in default under the Lease Agreement 96777000.
Pursuant to that agreement, the Debtor was to make monthly rent
payments to PNCEF in the amount of $6,759.83.  The Debtor
defaulted under the terms of that agreement by failing to make the
Oct. 21, 2009 payment and all payments due thereafter.  The
balance owing to PNCEF pursuant to Lease Agreement 96777000 is
$229,591.66.  The fair market value of the equipment leased under
that lease agreement is $135,000.

Pursuant to the remedy provisions found in each of the agreements,
upon default by the Debtor, PNCEF is entitled to recover the
stipulated loss value equal to the remaining lease payments due
under each lease.

The Debtor has no equity in the equipment, and PNCEF lacks
adequate protection for its security in the equipment.  The
equipment isn't necessary for an effective reorganization.

                      About Camtech Precision

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.


CANO PETROLEUM: Engages Blackhill to Provide Advisory Services
--------------------------------------------------------------
On Feb. 10, 2011, Cano Petroleum, Inc., and its owned and
affiliated entities executed an Engagement Letter with Blackhill
Partners LLC, pursuant to which Blackhill will provide financial
advisory and other consulting services to Cano in exchange for a
retainer fee of $85,000, a monthly fee of $50,000 and a
termination fee of $250,000 upon termination of Blackhill's
engagement for any reason other than gross negligence or willful
misconduct.  Blackhill's engagement may be terminated at any time
with or without cause: (i) by Blackhill, upon thirty days' prior
written notice to Cano; or (ii) by Cano, (A) at any time during
Blackhill's engagement if Cano's Board of Directors determines
that Blackhill has engaged in gross negligence or willful
misconduct, or (B) after March 10, 2011, upon thirty days' prior
written notice to Blackhill.

On Feb. 11, 2011, Cano announced the departure of S. Jeffrey
Johnson as Chairman of the Board of Directors and Chief Executive
Officer, effective Feb. 10, 2011.  Mr. Johnson's Employment
Agreement with Cano, dated Jan. 1, 2006, as amended, terminated
effective as of Feb. 10, 2011.  Cano appointed Mr. Donald Niemiec,
a member of Cano's Board of Directors, to the position of Chairman
of the Board of Directors, effective Feb. 10, 2011.

In conjunction with the financial advisory services to be provided
to Cano by Blackhill pursuant to the Engagement Letter, Cano
appointed James R. Latimer III, Managing Director of Blackhill, to
serve as Chief Executive Officer of Cano and as a member of Cano's
Board of Directors.  The appointment of Mr. Latimer is effective
as of Feb. 10, 2011, and his term as Chief Executive Officer of
Cano will continue through the period of Blackhill's engagement.
Mr. Latimer will serve on the Audit Committee of Cano's Board of
Directors.

In addition to serving as a Managing Director of Blackhill,
Mr. Latimer, 64, has headed Explore Horizons, Incorporated, a
privately held exploration and production company based in Dallas,
Texas since 1993.  Previously, Mr. Latimer was co-head of the
regional office of what is now Prudential Financial, Inc.  He was
a director of Prize Energy and its audit committee chairman from
October 2000 until its acquisition by Magnum Hunter Resources in
March 2002, and he continued as a director and the audit committee
chairman of Mangum Hunter until October 2004.  In addition, Mr.
Latimer's prior experience includes senior executive positions
with several private energy companies, consulting with the firm of
McKinsey & Co. and service as an officer in the United States Army
Signal Corps.  Mr. Latimer graduated with a B.A. in Economics from
Yale University in 1968 and an M.B.A. from Harvard University in
1970.  He has received the Chartered Financial Analyst and
Certified Public Accountant designations.

Mr. Latimer currently serves as a director on the Board of
Directors of Enron Creditors Recovery Corp., f/k/a Enron
Corporation, Explore Horizons, Incorporated, NGP Capital Resources
Company, Blackhill and Blackhill Advisors LP, and, in the past
five years, has served as a director on the Board of Directors of
Energy Partners, Limited.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CENTRAL PACIFIC: Fitch Upgrades Issuer Default Ratings 'B-'
-----------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Evolving
the long-term Issuer Default Ratings of Central Pacific Financial
Corp. and its banking subsidiary, Central Pacific Bank to 'B-'
from 'CC' following the completion of its previously announced
$325 million capital raise led by the private equity firms, The
Carlyle Group and Anchorage Capital Group.  The Rating Outlook is
Stable.

With the capital raise, CPF's capital ratios now exceed the
enhanced levels (10% Tier 1 Leverage ratio and 12% Total Risk-
Based ratio) required by the Consent Order with the FDIC and the
Hawaii Division of Financial Services.  Further, CPF's largely new
management team has been successful in de-risking the balance
sheet by significantly reducing the level of problem credits,
particularly its exposure to California commercial real estate.
While non-performing assets are still elevated at 14.14% and
commercial real estate remains a significant concentration, the
level of risk in the portfolio has been materially reduced and the
prospect of the company returning to profitability has
considerably improved.  CPF's ratings could move higher should
credit quality continue to improve and the company returns to
profitability, while maintaining its newly enhanced capital base.
However, if credit problems persist causing the company to incur
losses that erode its current capital position, CPF's ratings
would face downward pressure.

Additionally, Fitch has downgraded the Individual Rating of CPF
and Central Pacific Bank to 'F' from 'E' indicating Fitch's
opinion that CPF would have defaulted if it had not received some
form of external support namely the capital infusion and the U.S.
Treasury's willingness to convert its $135 million of CPP
preferred stock into common shares on a discounted basis to
facilitate the recapitalization.  As per Fitch's Global Financial
Institutions Rating Criteria, the 'F' Individual Rating is
retrospective in character and financial institutions at this
rating level will be re-rated on the basis of their unsupported
financial strength within the next 30 days with an anticipated
outcome of 'D/E'.  Separately, with the exchange of the preferred
stock issued to the US Treasury for common stock, Fitch has
withdrawn its preferred stock rating on that issue.

Headquartered in Honolulu, HI, CPF operates 34 branches.  As of
Dec. 31, 2010, CPF had $3.9 billion in assets.

Fitch has upgraded and removed from Rating Watch Evolving these
ratings:

Central Pacific Financial Corp

  -- Long-term Issuer Default Rating to 'B-' from 'CC';
  -- Short-term IDR to 'B' from 'C'.

Central Pacific Bank

  -- Long-term IDR to 'B-' from 'CC';
  -- Long-term deposits to 'B/RR3' from 'CCC/RR3';
  -- Short-term IDR to 'B' from 'C';
  -- Short-term deposits to 'B' from 'C'.

Fitch has downgraded these ratings:

Central Pacific Financial Corp.

  -- Individual downgraded to 'F' from 'E'.

Central Pacific Bank

  -- Individual downgraded to 'F' from 'E'.

Fitch has affirmed these ratings:

Central Pacific Financial Corp.

  -- Support '5';
  -- Support floor 'NF'.

Central Pacific Bank

  -- Support '5';
  -- Support floor 'NF'.

CPB Capital Trust I, II, & IV
CPB Statutory Trust III & V

  -- Trust preferred securities 'C/RR6'.

Fitch has withdrawn this rating:

Central Pacific Financial Corp.

  -- Preferred stock 'C/RR6'.


CHATEAU WEST: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Chateau West Apartments, LLC
        6310 Asher Avenue
        Little Rock, AR 72209

Bankruptcy Case No.: 11-11101

Chapter 11 Petition Date: February 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Basil V. Hicks, Jr., Esq.
                  BASIL V. HICKS, JR., ATTORNEY AT LAW
                  P.O. Box 5670
                  N. Little Rock, AR 72119-5670
                  Tel: (501) 301-7700
                  Fax: (501) 301-7999
                  E-mail: basil.hicks@comcast.net

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by William Tull, Jr., member.


CHATSWORTH INDUSTRIAL: Plan Exclusivity Extended Until March 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended, at the behest of Chatsworth Industrial Park, LP, the
exclusive period within which the Debtor must obtain acceptances
of its proposed plan of reorganization through and including
March 31, 2011.

The Debtor has already filed a plan but said it needed more time
to work towards a consensual resolution with Keybank, N.A., and to
discuss the general terms of a consensual plan.

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 on Dec. 23, 2009 (Bankr. C.D.
Calif. Case No. 09-27368).  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and $1 million to $10 million in debts.


CLAIRE'S STORES: Proposed $450MM of 8.875% Sr. Notes Priced at Par
------------------------------------------------------------------
Claire's Stores, Inc., announced the pricing of $450 million
aggregate principal amount of 8.875% senior secured second lien
notes due 2019.  The Notes were priced at par.  The Notes will
initially be issued by Claire's Escrow Corporation, a wholly-owned
first-tier subsidiary of the Company, created solely to issue the
Notes.  Settlement is scheduled to occur on March 4, 2011.

The Escrow Issuer will merge with and into the Company upon the
availability of the Company's financial statements for the fiscal
year ended Jan. 29, 2011 demonstrating compliance with certain
existing debt covenants.  Upon the merger, the Notes will be
guaranteed by all of the Company's direct or indirect wholly-owned
domestic restricted subsidiaries which guarantee the Company's
senior secured credit facility and secured on a second-priority
basis by all assets of the Company and the guarantors that are
pledged as collateral to secure the Company's senior secured
credit facility.  If the merger does not occur by March 31, 2011,
the Notes will be redeemed at par plus all accrued but unpaid
interest through the date of redemption.

The Company intends to use the net proceeds of the offering of the
Notes to reduce outstanding indebtedness under the Company's
current credit facility.

The Notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The Notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       About Claire's Stores

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

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

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

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

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

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


CLEARWIRE CORP: Adopts Annual Performance Bonus Plan
----------------------------------------------------
On Feb. 10, 2011, Clearwire Corporation approved and adopted an
Annual Performance Bonus Plan, which replaces the bonus plan
established in 2007 and set to expire later this year.  The
purpose of the Bonus Plan is to provide for bonus awards to
designated employees of the Company, including executive officers,
in order to assist the Company in attracting, retaining and
motivating employees.  The Bonus Plan is administered by the
Compensation Committee of the Company, and the Committee has the
exclusive authority and responsibility to make all determinations
and take all other actions necessary for the Plan's
administration, including, without limitation, the power to:

   (i) select participants;

  (ii) determine the amount of awards granted to participants
       under the Bonus Plan;

(iii) determine the conditions and restrictions, if any, subject
       to which the payment of awards will be made; and

  (iv) certify that the conditions and restrictions applicable to
       the payment of any award have been met.

The Compensation Committee may grant awards subject to any or all
of the following: (i) attainment of time-based vesting conditions;
(ii) attainment of any performance goal established by the
Committee with respect to any performance period; or (iii) the
Committee's evaluation of a participant's individual performance
for the Company or its subsidiaries.  Awards may be paid in whole
or in part in cash, common stock of the Company, or other
property.  In the event of a material inaccuracy in the Company's
statements of earnings, gains or other criteria that reduces
previously reported net income, the Company will have the right to
take appropriate action to recoup from a participant any portion
of any award received by a participant the payment of which was
tied to the achievement of one or more specific earnings targets,
if, as a result of such material inaccuracy, such Participant
otherwise would not have received payment in respect of such
Award.

A full-text copy of the Annual Performance Bonus Plan is available
for free at http://ResearchArchives.com/t/s?73d5

                     About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the company's recent disclosure with the
Securities and Exchange Commission regarding the uncertainty about
its ability to obtain additional capital and continue as a going
concern.  In Clearwire's 2010 third-quarter earnings report and
conference call, the company indicated that it expected to run out
cash by mid-2011, which is consistent with S&P's earlier comments.
Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLEARWIRE CORP: Incurs $2.30 Billion Net Loss 2010
--------------------------------------------------
Clearwire Corporation announced a net loss of $751.95 million on
$180.67 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $423.92 million on $79.91
million of revenue for the same period a year ago.

The Company also reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

A full-text copy of the press release announcing the 2010
financial results is available for free at:

                http://ResearchArchives.com/t/s?73e6

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company disclosed in its Form 10-Q for the third quarter ended
Sept. 30, 2010, that its expected continued losses from operations
and the uncertainty about its ability to obtain sufficient
additional capital raise substantial doubt about the Company's
ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the company's recent disclosure with the
Securities and Exchange Commission regarding the uncertainty about
its ability to obtain additional capital and continue as a going
concern.  In Clearwire's 2010 third-quarter earnings report and
conference call, the company indicated that it expected to run out
cash by mid-2011, which is consistent with S&P's earlier comments.
Cash totaled around $1.4 billion as of Sept. 30, 2010.


CONQUEST PETROLEUM: Relocates Principal Offices to Texas
--------------------------------------------------------
Conquest Petroleum Incorporated has moved its principal offices to
13131 Champions Drive, Suite 205, Houston, TX 77069.

                     About Conquest Petroleum

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

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

As reported in the Troubled Company Reporter on Aug. 5, 2010, M&K
CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that the
Company has insufficient working capital and recurring losses from
operations.


CONSTAR INT'L: To Present Plan for Confirmation on April 25
-----------------------------------------------------------
Constar International Inc. will present its pre-arranged plan for
confirmation at a hearing on April 25, 2011.  Objections to
confirmation of the Plan are due April 15.

Yesterday's Troubled Company Reporter published Constar's
announcement that the Bankruptcy Court has approved the
explanatory disclosure statement, paving the way for the Debtor to
proceed to the voting and plan confirmation process.  Voting
deadline is on April 15.

Holders of secured floating rate notes owed a total of
US$221.4 million are entitled to vote but 75% of the noteholders
have already promised support for the Plan.  Pursuant to the Plan,
$100 million of the debt to noteholders will be converted into new
term debt in the face amount of US$70 million and convertible
preferred stock of US$30 million.

General unsecured claimants, expected to recover 0% to 14% of
their claims, are entitled to vote on the Plan.  The general
unsecured claims consist of (i) $18 million in unpaid unsecured
debt (unsecured claims of critical vendors have been paid) and
(ii) the $121.4 million deficiency claim of the senior
noteholders.  Holders of general unsecured claims will receive
100% of the equity in the reorganized debtor.  With the size of
their deficiency claim, the noteholders will become the majority
owners of the reorganized Company.

Holders of administrative claims and secured claims are not
impaired and are deemed to accept the Plan.  Interest holders, who
won't be receiving anything and would have their interests
cancelled, are deemed to reject the Plan.

The Debtors expect to emerge from bankruptcy with 60% less funded
debt.  If the Joint Plan is confirmed, Constar anticipates
emerging from chapter 11 no later than June 1, 2011.

A copy of the disclosure statement explaining the Plan, as amended
on Feb. 22, 2011, is available for free at:

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

                   About Constar International

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

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

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on Jan. 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.


CONSTAR INT'L: Gets Interim Nod of $60 Million Exit Loan
--------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an interim order authorizing Constar International to enter into a
$60 million senior secured asset-based exit revolving loan
facility commitment letter with Wells Fargo and pay fees and
expenses related to the loan.

The Jan. 14, 2011 edition of the Troubled Company Reporter
indicated that Constar sought permission to enter into an exit
financing commitment letter with Wells Fargo.  A full-text
copy of the Financing Commitment Letter is available for
free at http://is.gd/UVBkTc

The Debtor's entry into an agreement for exit financing is a
condition precedent to consummation of the Debtor's proposed
Chapter 11 Plan.

Wells Fargo will provide the Debtors with a secured revolving loan
and letter of credit facility for $60 million.  The Credit
Facility has a term of four years from the Closing Date.

The Credit Facility may be structured with a separate revolving
loan facility to be provided in Euros and Sterling to the UK
Borrower of up to the equivalent of $10 million in each case as
the Lender and the Debtors may agree and subject to the additional
or other terms and conditions as the Agent and the Debtors may
agree.  The Debtors will have the option to increase the Maximum
Credit by up to an aggregate of $20 million, subject to the terms
set forth in the Commitment Letter.

The proceeds of the Credit Facility will be used to repay the
outstanding allowed administrative expenses and allowed claims all
in accordance with the Plan, including all obligations under the
DIP credit facility and other debt to be specified, or costs,
expenses and fees in connection with the Credit Facility in
accordance with the Plan and for working capital of the Debtors
and other proper corporate purposes.

The Debtors may elect that Revolving Loans bear interest at a rate
per annum equal to (a) the Base Rate plus the Applicable Margin or
(b) the Eurodollar Rate plus the Applicable Margin.  Swingline
Loans will bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin.

After Event of Default, interest rate for letters of credit may be
increased by 2% per annum above the highest pre-default rates.
The increased rate will also be applicable to Revolving Loans and
LC's outstanding in excess of the Borrowing Base.  The events of
default will include any failure by the Debtors or guarantors to
observe or perform any of the material terms or conditions of any
material order, stipulation, or other arrangement entered by or
with the Bankruptcy Court in the Chapter 11 cases or otherwise
under or in connection with the Plan; any material provision of
the confirmation order will be vacated, reversed or stayed or
modified or amended, without the consent of the Lender.

Pursuant to the Commitment Letter, the Debtors agree to pay "all
reasonable and documented out-of-pocket fees, costs, and
Expenses . . . incurred by or on behalf of Wells Fargo . . . in
connection with (i) legal and business due diligence, (ii) the
preparation, negotiation, execution, and delivery of this
Commitment Letter and any and all documentation for the Credit
Facility, and (iii) the enforcement of any of Wells Fargo's rights
and remedies under this Commitment Letter."

To fund the expense reimbursement obligation, the Debtors agree to
pay Wells Fargo a $150,000 deposit (which they did prepetition).
The Debtors further agree that -- upon receiving Court permission
to enter into the Commitment Letter -- they will pay Wells Fargi
the first tranche of the applicable underwriting fee for the
Credit Facility that is set forth in the Fee Letter, to wit, an
amount that is 0.50% of the aggregate amount of the Credit
Facility ($300,000).

The Debtors will pay the Lender:

     (A) Unused Line Fee: Calculated at 0.50% per annum if average
         outstanding Revolving Loans and LCs in any month are less
         than 50% of Maximum Credit, and 0.375% per annum if
         average outstanding Revolving Loans and LCs are equal to
         or greater than 50% of Maximum Credit, payable monthly in
         arrears.  Swingline Loans not considered in the
         calculation of the unused line fee.

     (B) Letter of Credit Fees: The Debtors will pay to (a) the
         Lender, for the account of Lenders on the daily
         outstanding balance of LCs, a letter of credit fee
         calculated at a rate per annum based on the then
         Applicable Margin for Revolving Loans using the
         Eurodollar Rate and (b) to Issuing Bank, the fees as are
         agreed, in each case under clauses (a) and (b), payable
         monthly in arrears.  In addition, The Debtors will pay
         customary issuance, arranging and other fees of the
         Issuing Bank.

     (C) Audit, Appraisal and Examination Fees: The Debtors will
         pay (a) a fee of $1,000 per day, per auditor, plus
         reasonable out-of-pocket expenses for each field
         examination of the Loan Parties performed by personnel
         employed by the Lender, (b) if implemented, a fee of
         $1,000 per day, per applicable individual, plus
         reasonable out-of-pocket expenses for the establishment
         of electronic collateral reporting, and (c) the actual
         charges paid or incurred by the Lender if it elects to
         employ the services of one or more third persons to
         perform field examinations or quality of earnings
         analyses of Loan Parties, to establish electronic
         collateral reporting systems, to appraise the Collateral,
         or any portion thereof, or to assess the Loan Parties'
         business valuation.

                    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 Jan. 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.

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

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


CORTABELLA, INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cortabella, Inc.
          dba Cortesse's Bistro
        172 San Marco Avenue
        Saint Augustine, FL 32084

Bankruptcy Case No.: 11-01184

Chapter 11 Petition Date: February 23, 2011

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,132,000

Scheduled Debts: $1,434,400

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-01184.pdf

The petition was signed by Sami Osta, president.


CRYSTALLEX INT'L: Seeks Arbitration of Dispute vs. Venezuela
------------------------------------------------------------
Crystallex International Corporation announced that it has filed a
Request for Arbitration before the Additional Facility of the
World Bank's International Centre for Settlement of Investment
Disputes against the Bolivarian Republic of Venezuela pursuant to
the Agreement between the Government of Canada and the Government
of the Republic of Venezuela for the Promotion and Protection of
Investments.

The arbitration has been commenced following the failure of the
Venezuelan Government to propose any resolution to the dispute
notified by Crystallex on Nov. 24, 2008 and the subsequent
unlawful termination on Feb. 3, 2011, of the Mine Operation
Contract it had entered into with Corporacion Venezolana de
Guayana.  The claim is for breach of the Treaty's protections
against expropriation, unfair and inequitable treatment and
discrimination.

Crystallex seeks the restitution by Venezuela of Crystallex's
investments, including the MOC, and the issuance of the Permit and
compensation for interim losses suffered, or, alternatively full
compensation for the value of its investment in an amount in
excess of US$3.8 billion.

                  About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."


CUMULUS MEDIA: Signs Exclusivity Deal with Citadel on Merger Talks
------------------------------------------------------------------
Cumulus Media Inc. confirmed that it has entered into an
exclusivity agreement with Citadel Broadcasting Corporation to
negotiate a merger agreement under which Cumulus would acquire all
of the outstanding common stock and warrants of Citadel at a price
of $37.00 per share.  Citadel owns and operates 225 radio stations
in over 50 markets and also operates the Citadel Media business,
which is among the largest radio networks in the US.

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

Cumulus expects to fund the cash portion of the purchase price
with up to $500 million in equity financing from Crestview
Partners and Macquarie Capital, and the remainder through debt
financing to be led by UBS Investment Bank and Macquarie Capital.
Cumulus, which previously announced the pending acquisition of the
remaining equity interests that it does not currently own in
Cumulus Media Partners LLC, also expects to complete a refinancing
of all of the outstanding debt of Cumulus, CMP and Citadel as part
of the proposed transaction.

Cumulus anticipates that the transaction, after giving effect to
anticipated synergies, will be accretive relative to Cumulus'
current Adjusted EBITDA trading multiple.

After giving effect to the proposed acquisition, Cumulus would own
572 radio stations across approximately 120 US markets.  A
combination of Cumulus and Citadel, together with CMP, would
provide Cumulus with:

     * A truly national platform with approximately 120 US
       markets, including 8 of the top 10 markets;

     * A balance sheet with lower overall leverage and a
       simplified capital structure;

     * A significantly enhanced equity market capitalization for
       Cumulus, which would provide greater trading liquidity and
       strategic flexibility;

     * The scale necessary to effectively compete and invest in
       the local digital media marketplace; and

     * A network for the syndication of content and technology
       assets.

Execution of a definitive merger agreement with Citadel is
subject, among other things, to completion of due diligence and
financing arrangements.  There can be no assurance the parties
will reach a definitive agreement or, if an agreement is reached,
that a transaction will be completed or on what terms.  Any
transaction would be subject to the approval of each company's
board of directors, as well as obtaining regulatory and
shareholder approvals, and other customary conditions.

UBS Investment Bank and Macquarie Capital are acting as financial
advisors, and Jones Day is acting as legal counsel, to Cumulus in
the transaction.  JPMorgan Securities LLC and Lazard are acting as
financial advisors, and Weil, Gotshal & Manges LLP is acting as
legal advisor, to Citadel.

                           About Citadel

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

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

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

                           *     *     *

Citadel carries a 'BB-' corporate credit rating from Standard &
Poor's Ratings Services, and a 'Ba2' Corporate Family Rating from
Moody's Investors Service.

As reported in the Troubled Company Reporter on Feb. 22, 2011,
Standard & Poor's placed its 'BB-' corporate rating for Citadel,
as well as all related issue-level ratings, on CreditWatch with
negative implications, following the announcement that the company
has entered exclusive negotiations with Cumulus Media Inc.
regarding a potential merger.  Despite significantly increased
scale, geographic diversity, and potentially higher pricing power,
S&P believes that the combined entity's increased financial risk
reflects a rating more in line with the 'B' category.

                        About Cumulus Media

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

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

                           *     *     *

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

As reported by the Trouble Company Reporter on Feb. 22, 2011,
Moody's placed the ratings of Cumulus Media, Inc., on review for a
possible upgrade following the announced terms of the proposed
acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by
Cumulus.  Moody's believes that the potential for lower leverage,
synergies and favorable diversification from the proposed
acquisition improves the financial profile of the company.  The
acquisition terms include a $500 million equity infusion, and
Moody's expects Cumulus's Moody's adjusted debt/EBITDA leverage
will decrease by more than 1 turn, from leverage of 7.6x at LTM
9/30/2010 (including Moody's standard adjustments).

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

"The positive outlook revision reflects the asset and cash flow
diversification benefits that Cumulus will gain in acquiring
Cumulus Media Partners LLC," said Standard & Poor's credit analyst
Andy Liu.


DAE AVIATION: Moody's Upgrades Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service upgraded DAE Aviation Holdings, Inc.'s
corporate family rating to Caa1 from Caa2, its probability of
default rating to Caa1 from Caa2, its secured bank credit facility
ratings to B2 from B3, and its senior unsecured rating to Caa2
from Caa3, and changed the rating outlook to stable from negative.
The ratings upgrade is heavily influenced by DAE's successful
amendment to its bank credit facility which substantially reduces
the near term potential that a financial covenant breach could
result in a default event in Moody's view.  The upgrade also
reflects Moody's belief that improving market conditions should
enable DAE to generate modest earnings growth that will facilitate
organic deleveraging despite the potential that cash flow may
remain consumptive.  The outlook change signals that Moody's do
not expect negative rating movements in the near term as the
amendment provides the company with sufficient liquidity for the
next 12 months.

                        Ratings Rationale

DAE's Caa1 corporate family rating is influenced by its highly
leveraged capital structure (estimated Debt/ EBITDA of about 6x at
Q4/10) and Moody's expectations that working capital requirements
will steadily consume the company's cash balances over the next
couple of years.  As well, while liquidity should remain
sufficient for the next 12 months, headroom to the amended
covenants is limited in Moody's view and continued compliance
could become challenging beginning in Q2/12 should earnings growth
lag behind Moody's expectations.  Nonetheless Moody's believe the
covenant amendment provides the company with sufficient financial
flexibility to maneuver through 2011.  During this time, recent
contract wins and an expected increase in aviation activity should
support modestly higher demand for DAE's maintenance, repair and
overhaul services.  In turn, Moody's expects DAE may generate mid-
single digit revenue growth and relatively stable margins,
enabling the company's leverage to reduce towards 5.5x.  The
rating is also supported by Moody's view that DAE maintains a good
competitive position in a market that has solid long term
fundamentals.

The rating could be moved up should the company maintain an
adequate liquidity profile and sustain adjusted leverage below
5.5x.  Downward rating action could occur if it appears likely
that the company will not be able to maintain covenant compliance
and adjusted leverage will be sustained above 6.5x.

Moody's last rating action on DAE was on Jan. 29, 2009, when
Moody's downgraded the company's corporate family rating to Caa2
from B3 while maintaining a negative outlook.

Headquartered in Tempe, Arizona, DAE Aviation Holdings, Inc., is
a 100%-owned indirect subsidiary of Dubai Aerospace Enterprises
LTD, and is a leading provider of MRO, and aircraft completion
and modification services to the regional, business, military
and general aviation industries.  Annual revenue is about
$1.35 billion.


D.B. ZWIRN: SEC Clears Founder From Accounting Scandal
------------------------------------------------------
FINAlternatives, citing Opalesque, reports that the Securities and
Exchange Commission's New York office has recommended that no
enforcement action be filed against Daniel Zwirn, founder of D.B.
Zwirn & Co., relating to a valuation scandal at the defunct hedge
fund.  According to the report, the SEC has completed its
investigation of the firm, launched three years ago after the
hedge fund announced it was closing its doors in the wake of the
accounting scandal.

FINAlternatives notes Mr. Zwirn told investors in 2007 it had
uncovered improper accounting during its 2006 financial audit,
including improper financial transfers and accounting of expenses,
like those involving Mr. Zwirn's use of a private jet.  The firm,
which said it had resolved the issues and reimbursed investors,
also alerted the SEC to the accounting issues as well as the
failure of a former manager to "follow a systematic pricing
methodology" for illiquid assets.

The revelations, according to FINAlternatives, led investors to
flee D.B. Zwirn, which in turn led to the hedge fund pulling the
plug.

Bloomberg News reported in April 2009 that D.B. Zwirn & Co.'s
$2.5 billion in hedge-fund assets would be taken over by Fortress
Investment Group LLC.  Bloomberg said Mr. Zwirn told investors
in February 2008 he planned to wind down his flagship D.B. Zwirn
Special Opportunities Fund LP.  Bloomberg said Mr. Zwirn decided
to close the fund when investors asked to withdraw more than
$2 billion after a delay in the release of the fund's 2006
financial audit.  He told investors in the main fund in 2008 that
they might have to wait as long as four years to get all their
money back.


DIETRICH'S SPECIALTY: Bank May Foreclose on Berks County Property
-----------------------------------------------------------------
Bankruptcy Judge Richard E. Fehling terminated the automatic stay
in the bankruptcy case of Dietrich's Specialty Processing, LLC, at
the behest of VIST Bank and permitted the lender to exercise its
state court remedies against the Debtor's real estate property at
61 Vanguard Drive, Exeter Township, Berks County, Pennsylvania.

VIST said in its Motion for Stay Relief that as of Jan. 25, 2011,
it is owed $5.127 million by the estate, including $450,000 in DIP
financing provided to the Debtor.  The bank's loans are secured by
all of the Debtor's assets.  VIST said the Debtor has not received
a satisfactory offer for the Berks County property.  The bank also
said cause exist under 11 U.S.C. Sec. 362(d)(1) to terminate the
automatic stay because there is no adequate protection of its
interest in the Real Estate.  In addition, because VIST's liens
fully encumber all of the Debtor's property, the Debtor has no
equity in the property.  With no equity, the Real Estate is
therefore not necessary for the Debtor's reorganization.

VIST clarified that it is not seeking relief from the stay to
pursue its remedies against any collateral other than the Real
Estate at this time.

The Debtor has consented to the bank obtaining relief from the
stay.

VIST is represented by:

          Gretchen M. Santamour, Esq.
          STRADLEY RONON STEVENS & YOUNG, LLP
          2600 One Commerce Square
          Philadelphia, PA 19103
          Telephone: 215-564-8523

As reported by the Troubled Company Reporter on Feb. 24, 2011, the
Debtor is facing a request by Roberta A. DeAngelis, the U.S.
Trustee for Region 3, for dismissal of the case or conversion to
Chapter 7 liquidation.  The Court will hold a hearing on the U.S.
Trustee's request on March 24, at 11:00 a.m.  According to the
U.S. Trustee, 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.

                    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.


DOLLAR THRIFTY: To Repurchase Up to $100-Mil. of Stock
------------------------------------------------------
Dollar Thrifty Automotive Group, Inc.'s Board of Directors has
authorized a share repurchase program providing for the repurchase
of up to $100 million of DTG stock.  The share repurchase program
is discretionary and has no expiration date.  Shares will be
repurchased at times and amounts based on market conditions and
other factors.  Additionally, share repurchases will be subject to
applicable purchase limitations under the Company's senior secured
credit facilities.  The share repurchase program may be suspended
or discontinued at any time.

"Over the past few years, the Company has demonstrated the ability
to generate significant and sustainable cash flow.  While our
primary focus is to invest in the business in a manner that
generates a high return on assets, we will evaluate all
appropriate alternatives for investment of cash, including the
potential return of excess cash to our shareholders through the
program we are announcing," said Scott L. Thompson, President and
CEO.

Subject to applicable law, the Company may repurchase shares
directly in the open market, in privately negotiated transactions,
or pursuant to derivative instruments or plans complying with SEC
Rule 10b5-1, among other types of transactions and arrangements.


                       About Dollar Thrifty

Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma.  The Company's brands, Dollar Rent A Car and Thrifty Car
Rental, serve travelers in over 70 countries.  Dollar and Thrifty
have over 600 corporate and franchised locations in the United
States and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

The Company's balance sheet at June 30, 2010, showed $2.5 billion
in total assets, $2.0 billion in total liabilities, and
$467.8 million in stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on August 2, 2010,
Standard & Poor's Ratings Services said its ratings on Dollar
Thrifty (DTAG; B-/Watch Pos/--) remain on CreditWatch with
positive implications.  This follows Avis' (B+/Stable/--) July 28,
2010 bid to acquire DTAG.  S&P initially placed the ratings on
DTAG on CreditWatch with positive implications on April 26, 2010,
when the company announced that it had signed a definitive
agreement to be acquired by another competitor, Hertz Global
Holdings Inc. (B/Watch Pos/--).

S&P said the acquisition would result in an increase in market
share for either Avis Budget or Hertz in the U.S.  There currently
are three major on-airport car rental companies: Hertz, Avis
(parent of the Avis and Budget brands), and Enterprise Rent-A-Car
Co. (parent of the Enterprise, Alamo, and National brands), each
with about a 30% market share.  DTAG accounts for most of the
balance.

As reported by the TCR on August 10, 2010, Dominion Bond Rating
Service commented that Dollar Thrifty's ratings, including its
Issuer Rating of B (high) are unaffected following the Company's
announcement of second quarter 2010 earnings results.  All ratings
remain Under Review Positive, where they were placed on April 28,
2010.

DBRS acknowledged DTAG's continued progress in refinancing
maturing debt and improved access to the capital markets.  During
the quarter, DTAG established two new funding facilities totaling
$500 million and repaid $200 million of maturing notes.  DTAG's
next medium term note maturity is $600 million, which will begin
to amortize in December 2010.  Given the Company's solid liquidity
and improved access to the capital markets, DBRS sees these
maturities as manageable.

In November 2009, S&P raised its corporate credit rating of Dollar
Thrifty to 'B-' from 'CCC', in light of the Company's improved
operating and financial performance that began in mid-2009.
Moody's Investors Service also upgraded Dollar Thrifty's
Probability of Default Rating to 'B3' from 'Caa2' and Corporate
Family Rating to 'B3' from 'Caa3'.


DOMINION CLUB: Gets $1.5 Million Loan From Loch Levan
-----------------------------------------------------
Michael Schwartz at Richmond BizSense reports that Loch Levan
Limited Partnership, an entity tied to founder and owners of the
Dominion golf and country club in western Henrico County, in
Virginia, has agreed to lend $1.5 million to Dominion Club, L.C.,
while it works through Chapter 11 bankruptcy protection.

Richmond BizSense notes that Dominion Club, a private country club
with more than 700 members, is currently paying monthly rent of
$92,700 for the use of the land under the golf course, which it
doesn't own, to Loch Levan.  "The debtor will have funds to make
sure it can operate," Richmond BizSense quotes Vernon Inge, an
attorney with LeClair Ryan representing the Debtor, as saying.

According to the report, the majority of the creditors in the
bankruptcy filing are current and former Dominion Club members,
and one of the potential outcomes, both sides have stated, is for
the members to take ownership of the club.  Tyler Brown, an
attorney with Hunton & Williams, is representing the creditors.

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.
In its bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.


EARTHRENEW IP: Canadian Sale Order Given Full Force in U.S.
-----------------------------------------------------------
Upon consideration of the motion of RSM Richter Inc., in its
capacity as the court-appointed receiver and duly authorized
foreign representative for EarthRenew IP Holdings LLC, et al., in
Canadian receivership proceedings commenced under the Bankruptcy
and Insolvency Act (Canada), R.S.C. 1985, c. B-3, as amended,
pending before the Court of Queen's Bench of Alberta in the
Judicial District of Calgary, the U.S. Bankruptcy Court for the
District of Delaware entered, on Feb. 18, 2011, an order
recognizing the Canadian Court's approval of the sale of
substantially all of the Debtors' assets to 089021 B.C. Ltd.
pursuant to the terms and conditions of the Asset Purchase
Agreement, dated Oct. 13, 2010, between RSM, as Receiver, and
089021 B.C.

The Delaware Court had previously entered an order recognizing the
Canadian proceedings.

                 About EarthRenew IP Holdings LLC

Dover, Del.-based EarthRenew IP Holdings LLC filed for protection
from U.S. creditors under Chapter 15 of the U.S. Bankruptcy Code
on Oct. 20, 2010, in the U.S. Bankruptcy Court for the District of
Delaware (Case No. 10-13363).  Michael R. Nestor, Esq., and Donald
J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Del., serve as counsel to Robert J. Taylor, the
foreign representative.  The Debtor's petition estimated assets of
$500,001 to $1 million and liabilities of $1 million to $10
million as of the Petition Date.

Affiliates of EarthRenew also filed separate Chapter 15 petitions.


ELES BROS: Selling Four Parcels in Pittsburgh for $265,000
----------------------------------------------------------
Jeffrey J. Sikirica, the Chapter 11 Trustee overseeing Eles Bros.,
Inc.'s Chapter 11 proceeding, is asking the U.S. Bankruptcy Court
for the Western District of Pennsylvania for authority to sell
four parcels of real estate located at 801 Knoll Drive in
Pittsburgh, Pa., to the Urban Redevelopment Authority for
$500,000.  Objections, if any, must be filed and served by
March 3, 2011.  The Honorable Thomas P. Agresti has scheduled a
sale hearing for Mar. 10, at which time he will entertain any
higher and better offers.  Arrangements for inspection of the
property prior to the sale hearing may be made with:

         Jeffrey J. Sikirica
         121 Northbrook Drive
         Gibsonia PA 15044
         Telephone: 724-625-2566
         E-mail: TrusteeSikirica@consolidated.net

Eles Bros, Inc., sought chapter 11 protection (Bankr. W.D. Pa.
Case No. 05-23954) on April 1, 2005.  A chapter 11 plan,
projecting a distribution to unsecured creditors, was confirmed in
the Debtor's Chapter 11 case on Oct. 29, 2010.


ELWOOD ENERGY: S&P Downgrades Rating on $402 Mil. Bonds to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on U.S. electricity generator Elwood Energy LLC's $402 million
8.159% amortizing senior secured bonds due 2026 to 'BB-' from
'BB'.  The outlook remains negative.  At the same time, S&P
affirmed the '3' recovery rating on the bonds, indicating S&P's
expectation of meaningful recovery (50% to 70%) in a payment
default scenario.

The bonds are secured by a first-priority mortgage on Elwood
Energy LLC's interest in the electricity generating facility,
among other security.

"S&P bases the rating on the Elwood Energy project's credit
profile," said Standard & Poor's credit analyst Matthew Hobby.
"In January 2008, S&P raised the rating following a series of PJM
Interconnection capacity auctions that cleared at prices of $40.80
to $174.29 per megawatt-day for 2007-2011.  However, the last two
capacity auctions for delivery in 2012-2013 (May 2009) and 2014-
2015 (May 2010) cleared at much lower prices -- $16.46 and $27.73
per megawatt-day, respectively, which alone would not cover debt
service in many years after 2012 and could cause the project to
rely on revenue from peak energy sales."

Elwood is a 1,409 megawatt peaking power plant consisting of nine
simple-cycle units about 50 miles southwest of Chicago.  It sells
into the PJM Interconnection's Northern Illinois control area.


EMIVEST AEROSPACE: To Auction Substantially All Assets on March 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Emivest Aerospace Corporation to sell substantially all of its
assets in an auction led by MT, LLC.

The Debtor scheduled an auction on March 14, 2011, at the offices
of DLA Piper LLP (US), 1251 Avenue of the Americas, New York City.
Competing bids are due March 10, at 5:00 p.m. (prevailing Eastern
Time).

The Court will consider the sale of the assets to MT, LLC, or the
winning bidder at a hearing on March 15 at 2:00 p.m.  Objections,
if any, are due March 11, at 5:00 p.m.

MT, LLC, agreed to purchase the Debtor's assets for $7,625,00 in
cash plus the assumption of liabilities, including certain secured
liabilities in the aggregate amount of $3,212,500 relating to SJ30
aircraft serial nos. 009 and 012.  The purchase price will be
payable as: (i) $6,675,000 will be paid at the closing; and (ii)
the remainder will be paid by upon the expiration of the removal
period.

In the event of any competing bids for the assets, resulting in
MT, LLC, not being  the successful buyer, it will receive a
breakup fee of 3% of the purchase price and an expense
reimbursement in an amount not to exceed $75,000 for all
reasonable and actual costs and expenses to be paid at the time of
the closing of the sale with such third  party buyer.

The sale will be on an ?as is, where is, and with all the faults?
basis.

                     About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


EMIVEST AEROSPACE: March 21, 2011 General Claims Bar Date Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established March 21, 2011, at 4:00 p.m. as the general bar date
for the filing proofs of claim against the Debtor for all
prepetition claims.  The bar date for governmental units is
April 18, 2011, at 4:00 p.m.

The Bankruptcy Court also ordered that the last day for filing
requests for payment of administrative expenses that accrued prior
to Feb. 1, 2011, against the Debtor is on March 21, 2011, at 4:00
p.m.

Proofs of claim and requests for payment of administrative
expenses must be filed so as to be actually received on or before
the deadline, as applicable, by Donlin Recano & Company, Inc., at:

     a) if by U.S. mail:

     Donlin, Recano & Company Inc.
     Re: Emivest Aerospace Corporation
     P.O. Box 2008, Murray Hill Station
     New York, NY 10156

     b) if via delivery by hand, courier, or overnight service:

     Donlin, Recano & Company, Inc.
     Re: Emivest Aerospace Corporation
     419 Park Avenue South, Suite 1206
     New York, NY 10016

                     About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


EMIVEST AEROSPACE: Judge Approves $11-Mil. Stalking Horse Deal
--------------------------------------------------------------
Bankruptcy Law360 reports that Emivest Aerospace Corp. gained
bankruptcy court approval Wednesday to enter into an $11 million
sale agreement with a stalking horse bidder that will serve as a
floor bid in an upcoming auction.

Judge Mary F. Walrath signed off on the agreement with Utah-based
MT LLC, along with procedures for the March 14 auction, Law360
relates.

                     About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


EMPIRE RESORTS: To Expand Monticello Casino and Raceway Facility
----------------------------------------------------------------
Empire Resorts, Inc., announced it is exploring the possibility of
expanding its existing Monticello Casino and Raceway facility.
The Company says it has engaged the necessary professionals to
commence the preliminary architectural, design and environmental
work required to seek approval under New York State's
Environmental Quality Review Act for such potential expansion.

The Company's preliminary expansion plan consists of an
entertainment and hospitality expansion to Monticello Casino and
Raceway with the goal of increasing its VGM revenues and offering
additional amenities to its guests.  The Company's preliminary
plan contemplates a renovation of its existing gaming area and
selected support space and the construction of a 200-room hotel,
two restaurants, one of which will offer a fine dining option;
covered and attached parking for 900 vehicles, a state of the art
simulcast racing room located adjacent to the VGM gaming area of
the facility and a 25,000 square feet multi-purpose function room
to accommodate banquets, special events, small conferences, and
live entertainment for up to 1,200 guests.  The Company's longer
term master plan for the site contemplates two additional phases
of construction that would include two additional hotel towers of
200 rooms each, a spa, a year-round family entertainment
attraction and additional food and beverage amenities.  The second
and third phases of the expansion will be dependent on the success
of the Phase 1 expansion.  Planning beyond Phase I is in the
preliminary stages and will be addressed as part of our SEQRA
work.

The Company is working with representatives from state and local
governments to increase the feasibility of the expansion project.
The Company has no assurance that any governmental assistance will
be made available to it or as to the amount or terms thereof.  The
Company intends to seek funding for the Phase 1 expansion from
private sector sources.  The form and terms of such financing are
not currently known, nor whether such financing will be available
to the Company at terms that are acceptable.

The implementation and completion of the Phase 1 expansion, as
well as any other future expansions, are dependent on numerous
factors, many of which are not in our control.  Such risks include
but are not limited to the satisfaction of all SEQRA procedures,
the availability of acceptable financing, receipt of assistance
from state and local governments, cooperation from state and local
governments regarding zoning and permitting, construction risks
and increased competition.  The Company can provide no assurance
that its plans can be successfully completed and, if completed,
will provide the financial returns required to make the expansion
successful.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Sept. 30, 2010, showed
$74.91 million in total assets, $63.20 million in total
liabilities, and stockholders' equity of $11.71 million.

Auditor Friedman LLP, in New York, after auditing the Company's
2009 results, said Empire Resorts' ability to continue as a going
concern depends on the Company's ability to fulfill its
obligations with respect to its $65 million of 5-1/2% senior
convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


EURO SPORTS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Euro Sports, LLC
        320 Edinburgh Drive, Suite A
        Winter Park, FL 32792

Bankruptcy Case No.: 11-02347

Chapter 11 Petition Date: February 23, 2011

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

Debtor's Counsel: Aldo G. Bartolone, Jr., Esq.
                  BARTOLONE & BATISTA, LLP
                  948 S. Semoran Boulevard, Suite 102
                  Orlando, FL 32807
                  Tel: (407) 306-8066
                  Fax: (407) 306-9393
                  E-mail: agb@bartolonelaw.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Arthur J. DeBaise M.D., managing
member.


EXIDE TECHNOLOGIES: High Court Denies Appeal of Trademark Ruling
----------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Supreme Court on Tuesday
refused to hear Exide Technologies' challenge to a ruling that its
bankruptcy did not nullify a trademark agreement it made with
EnerSys Delaware Inc. in a $135 million deal for its industrial
battery business.

As reported in the Troubled Company Reporter on June 4, 2010,
Bloomberg News said EnerSys won back the right to use the Exide
trademark on industrial batteries as the result of a June 1
victory in the 3rd U.S. Circuit Court of Appeals in Philadelphia.
EnerSys, a Reading, Pennsylvania-based maker and distributor of
industrial batteries, bought the business from Exide Technologies
in 1991 for $135 million.  As part of the arrangement, Exide
granted EnerSys a perpetual, exclusive license for use of the
trademark on industrial batteries.  The agreement required payment
of no royalties.

Exide, after filing for Chapter 11, filed a motion with the
bankruptcy court to reject the license agreement as an executory
contract.  The bankruptcy judge granted the motion, and a district
judge affirmed on appeal.  EnerSys appealed again, and the 3rd
Circuit recently reversed, finding that the license agreement
wasn't an executory contract and therefore couldn't be rejected, a
bankruptcy term that basically means terminated.

According to Law360, Exide had attempted to bring its case to the
Supreme Court after the U.S. Court of Appeals for the Third
Circuit in June reversed rulings from federal bankruptcy court.

The case is EXIDE TECHNOLOGIES v. ENERSYS DELAWARE, INC., No. 10-
422 (U.S.).

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


FAIRVUE CLUB: Selling Remaining Assets to Gallatin for $90,000
--------------------------------------------------------------
Fairvue Club Properties, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Tennessee for authority to sell certain of
its remaining assets to Gallatin Golf, LLC, for the purchase price
of $90,000.  Gallatin Golf is a wholly owned subsidiary of Fairvue
Plantation Homeowners Association, Inc., whose members consist of
all of the owners of the lots at the Fairvue Plantation
development.

By orders entered Nov. 19, 2010, for the benefit of American
Security Bank & Trust, Nov. 19, 2010, for the benefit of First
State Bank, and Dec. 23, 2010, for the benefit of VGM Financial
Services, relief from stay was granted regarding the Debtor's real
property assets, including its 18-hole golf course and clubhouse
known as Fairvue Golf Club, and certain turf equipment.  Since the
entry of these orders, American Security and First State Bank have
foreclosed on the collateral securing their indebtedness.

The assets to be sold include:

a) All inventory, equipment, computer hardware, computer software,
   furniture, fixtures, contract rights, licenses (excluding
   permits to sell alcoholic beverages) and general intangibles;

b) All trademarks and trade names, including "Fairvue Lakes Golf
   Course", "Fairvue Plantation Golf Club" and "Fairvue Plantation
   Club";

c) All ledgers, books and records;

d) All limited liability membership interests in Plantation Pointe
   Golf Club, LLC

e) All pumps and pump equipment used for the irrigation of Fairvue
   Golf Club;

f) All rights in the Pump House Easement Agreement between
   Blueridge Venture, Inc., and TLP DevCo LLC dated April 24,
   2003;

g) That certain 2007 Chevrolet cargo van;

h) That certain 2000 GMC Sierra;

i) That certain 2006 trailer; and

j) That certain 2006 utility trailer.

The Debtor does not believe that there are any liens on the assets
to be sold other than the equipment liens held by Wells Fargo and
VGM and the inventory lien asserted by First State Bank.

                About Fairvue Club Properties, LLC

Based in Gallatin, Tennessee, Fairvue Club Properties, LLC, owns
the Fairvue Plantation, a 504-acre development featuring 650 home
sites, two 18-hole golf courses, and 5-miles of shoreline around
Old Hickory Lake, a reservoir in north central Tennessee.  The
Company filed for Chapter 11 bankruptcy protection on Dec. 1, 2009
(Bankr. M.D. Tenn. Case No. 09-13807).  William L. Norton, III,
Esq., at Bradley Arant Boult Cummings LLP, in Nashville, Tenn.,
assists the Debtor in its restructuring effort.  The Company
disclosed $13,287,625 in assets and $17,215,175 in liabilities as
of the Petition Date.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
estimating both assets and debts between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, estimating both assets
and debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a Chapter 7 debtor.


FLYING TARPON: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Flying Tarpon, Inc.
        1078 Blue Hill Creek Drive
        Marco Island, FL 34145

Bankruptcy Case No.: 11-02946

Chapter 11 Petition Date: February 22, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Christian B. Felden, Esq.
                  FELDEN AND FELDEN, P.A.
                  201 Shannon Oaks Circle, Suite 200
                  Cary, NC 27511
                  Tel: (888) 808-9291
                  Fax: (888) 808-9991
                  E-mail: cbfelden@feldenandfelden.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-02946.pdf

The petition was signed by Peter McFarland, president.


FONAR CORP: Has Three Consecutive Quarters of Net Income
--------------------------------------------------------
FONAR Corporation announced Tuesday its financial results for the
second quarter of fiscal 2011, which ended Dec. 31, 2010.  During
the quarter, net income and also income from operations, was
$1.4 million.  This compares to the second quarter of fiscal
2010, which ended Dec. 31, 2009, when the net loss and also the
loss from operations was $1.3 million.  The Company has had three
consecutive quarters of positive net income, and four consecutive
quarters of positive income from operations.

For the first six months ended Dec. 31, 2010, income from
operations was $1.9 million as compared to a loss from operations
of $2.7 million for the six month period ended Dec. 31, 2009.  Net
income was $1.7 million for the first six months of fiscal 2011 as
compared to a net loss of $3.0 million for the first six months of
fiscal 2010.

Total revenues for the second quarter of fiscal 2011 were
$8.0 million as compared to $8.2 million for the same period ended
Dec. 31, 2009.  Total revenues for the six months ended Dec. 31,
2010, were $16.7 million as compared to $15.7 million for the same
period ended Dec. 31, 2009.

As of Dec. 31, 2010, FONAR had installed 149 UPRIGHT(R) Multi-
Position(TM) MRI units worldwide.

As of Dec. 31, 2010, total cash, cash equivalents and marketable
securities were approximately $2.0 million, an approximate 50%
increase from $1.3 million as of June 30, 2010.  Total current
assets were $15.2 million, total assets were $24.1 million, total
current liabilities were $24.9 million, and total long-term
liabilities were $2.8 million.

Raymond Damadian, president and founder of FONAR, said, "Hard
work, difficult cut-backs and an outstanding product, the FONAR
UPRIGHT(R) Multi-Position(TM) MRI are behind our record-setting
quarterly net income of $1,363,000.  The cut-backs have been
particularly hard but have been offset by the enthusiasm in our
recently enacted business strategy, which capitalizes on the
scanning center management business.  At each of the scanning
centers that we manage, our UPRIGHT(R) Multi-Position(TM) MRI
scanners had more patient throughput during the second quarter of
fiscal 2011 than were scanned in the second quarter of
fiscal 2010."

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

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

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

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

                      Stockholders' Deficit;
               Going Concern Doubt Previously Issued

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.

                     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.


FRANK PARSONS: Wants to Borrow $425,000 From Massmutual Policies
----------------------------------------------------------------
Frank Parsons Inc. sought and obtained court approval to borrow
$425,000 from its life insurance policies with Massachusetts
Mutual Life Insurance Company.

The Debtor availed of the loan to pay its expenses and to complete
and deliver shipments to customers, according to its lawyer,
Irving Walker, Esq., at Cole, Schotz, Meisel, Forman & Leonard
P.A., in Baltimore, Maryland.

Mr. Walker said the loan was included in the Company's 13-week
budget approved by Wells Fargo Bank N.A. and incorporated into the
"debtor-in-possession" loan from the bank.  He added that the
Company could fall below the performance requirements under the
DIP loan without immediate access to the MassMutual loan.

Repayment of the loan is not required since it will reduce the
cash surrender value or death benefits under the insurance
policies, Mr. Walker further said.

Frank Parsons will still have $263,192 in remaining cash value
under the insurance policies after the $425,000 loan is advanced.

                        The DIP Financing

As reported in the Jan. 18, 2011 edition of the Troubled Company
Reporter, Frank Parsons sought and obtained interim authorization
from the Hon. Robert A. Gordon of the U.S. Bankruptcy Court for
the District of Maryland to obtain postpetition secured financing
from a syndicate of lenders led by from Wells Fargo Bank, N.A., as
administrative agent.

The DIP lenders have committed to provide up to $5 million.
The Court authorized the Debtor to use up to $3.4 million --
$2.3 million, if Final Hearing is within two weeks; $3.4 million
if Final Hearing is in three weeks.  More information is available
for free in the Ratification And Amendment Agreement, a copy of
which is available for free at:

               http://ResearchArchives.com/t/s?7238

The DIP facility will mature on (i) the sixth-month anniversary of
the Petition Date; (ii) the confirmation of a plan of
reorganization in the Chapter 11 case; or (iii) the last
termination date set forth in the interim court order, unless the
final court order has been entered prior to such date, and in such
event, then the last termination date set forth in the final court
order.  The DIP facility will incur interest at Prime plus 21/2%.

                       About Frank Parsons

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

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

Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole
Schotz Meisel Forman & Leonard, PA, serve as the Debtor's
bankruptcy counsel.  The Debtor has also tapped SSG Capital as an
investment banker to explore strategic options.  WeinsweigAdvisors
LLC is the financial advisor to the Debtor.  Delaware Claims
Agency, LLC, is the claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.


GENERAL MOTORS: Insists of Dismissal of Toyota & NUMMI Suits
------------------------------------------------------------
"Faced with unambiguous language stating that Motors Liquidation
Company had no obligation to purchase vehicles absent individual
sales contracts, New United Motor Manufacturing, Inc. ("NUMMI")
and Toyota Motor Corporation attempt to circumvent the governing
contracts by asserting that NUMMI was unlike MLC's other tier-one
suppliers and that their claims are unique," Joseph H. Smolinsky,
Esq., at Weil, Gotshal & Manges LLP, in New York, counsel to the
Debtors, tells the Court.

Those assertions, however, have no bearing on the parties' rights
and obligations under the plain language of the governing
agreements, Mr. Smolinsky avers.  What is relevant, he asserts, is
the unambiguous terms of the obligations, if any, under the
contracts that governed the parties' relationship.  Because MLC
has not breached any of those agreements, the complaints should be
dismissed, he insists.

In their objections to the Motions to Dismiss, NUMMI -- citing the
1983 Memorandum of Understanding -- contends that MLC was
obligated to keep NUMMI viable and to share in costs relating to
NUMMI's wind down, Mr. Smolinsky notes.  However, those claims
must fail because NUMMI lacks standing to bring them as it was not
a party to the 1983 MOU and that language of the agreement under
which NUMMI seeks to recover was expressly superseded by a
contract to which NUMMI is a party and which precludes the relief
sought in the complaints, he clarifies.  He also contends that
NUMMI and Toyota ignore the unambiguous language of the Vehicle
Supply Agreement and 2006 Memorandum of Understanding, which
expressly provide that NUMMI has no obligation to supply and MLC
has no obligation to purchase any products until the parties enter
a contract of that kind.  As NUMMI and Toyota have not allege the
existence of those contracts, their claims must fail, he asserts.

Likewise, MLC was not required to purchase any Pontiac Vibes from
NUMMI through 2012 under the express terms of the relevant
agreements, let alone agree to a replacement vehicle for the Vibe
or purchase any replacement vehicles, Mr. Smolinsky continues.
Moreover, NUMMI and Toyota failed to identify any unreasonable
actions taken by MLC, which must be alleged to state a claim, he
points out.  By arguing that MLC promised to purchase Pontiac
Vibes from NUMMI through 2012, NUMMI and Toyota impermissibly seek
to substitute generalized business discussions that occurred
during in-person meetings for the express language of contracts
that do not obligate MLC to purchase any vehicles at all from
NUMMI, he contends.

For those reasons, MLC asks the Court to dismiss the complaints
for failure to state a claim upon which relief can be granted.

                   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: New GM In Talks With Bob Lutz for Return
--------------------------------------------------------
General Motors Company is in talks with Robert Lutz about bringing
back the former product chief as a paid consultant, The Detroit
News reported.

While the details of the talks are unclear, Mr. Lutz continues to
have a close relationship with the automaker and the parties have
been in discussions in formalizing Mr. Lutz's advisory role, The
Detroit News relayed, citing sources privy to the talks.

GM did not comment on "speculation about Mr. Lutz's return," the
report noted.  Mr. Lutz said, in a phone interview with The
Detroit News, a formal offer has not been made, but stated that he
would be "very happy to consider" an offer as consultant to the
automaker.

The U.S. Department of the Treasury, however, is against Mr.
Lutz's comeback on the grounds that since he left the company last
May, paying him so close to his retirement could look like a
sweetheart deal, The Daily Beast said, citing a source.  The Daily
Beast noted that the Government could soften its opposition in
three months, marking a year after Mr. Lutz's retirement.

                   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 Files Supplement to Chapter 11 Plan
----------------------------------------------------------
Motors Liquidation Company and its debtor affiliates submitted to
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York on Feb. 18, 2011, a supplement
to their Amended Joint Chapter 11 Plan of Reorganization.

The supplement contains the avoidance action trust agreement
entered into among the Debtors, Wilmington Trust Company, as trust
administrator of the Avoidance Action Trust for the benefit of the
general unsecured creditors, and FTI Consulting Inc., as trust
monitor of the Trust.

The sole purpose of the trust is to liquidate and distribute its
assets to the Plan in accordance with Section 301.7701-4(d) of the
Treasury Regulations, namely:

  (i) the avoidance action commenced by the Official Committee
      of Unsecured Creditors against JPMorgan Chase Bank, N.A.,
      individually and as administrative Agent, and various
      lenders to a term loan agreement dated Nov. 29, 2006,
      among General Motors Corporation, JPMorgan and various
      institutions as lenders and agents as transferred to the
      Avoidance Action Trust;

(ii) the proceeds of the Avoidance Action; and

(iii) the cash held and maintained by the Trust Administrator
      for the purpose of paying the fees and expenses incurred
      by the Trust Administrator in connection with the Trust
      and any obligations imposed on the Trust Administrator
      or the Trust, including fees and expenses relating to
      the performance of the Trust Administrator's obligations
      under this Trust Agreement and the Plan.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, discloses that the Debtors will reserve $1.5 million for
the Avoidance Action Trust Administrative Cash.

The Avoidance Action Trust Assets will be transferred to the
Avoidance Action Trust, free and clear of liens and claims, on
the date selected by the Debtors, with the consent of the U.S.
Department of the Treasury and the Creditors' Committee or if the
Creditors' Committee will have been dissolved, the Trust Monitor,
which transfer will occur on or before Dec. 15, 2011.  Mr. Miller
clarifies that the DIP Lenders will maintain their liens on the
Avoidance Action Trust Administrative Cash and the DIP Lenders
will not demand acceleration of their liens on the Avoidance
Action Trust Administrative Cash except in accordance with the
DIP Credit Agreement.

To the extent any Avoidance Action Trust Assets cannot be
transferred to the Avoidance Action Trust because of a
restriction on transferability under applicable non-bankruptcy
law that is not superseded by Section 1123 of the Bankruptcy Code
or any other provision of the Bankruptcy Code, those assets will
be retained by the Debtors or any successor, including without
limitation, the GUC Trust, Mr. Miller says.

The Debtors will also deliver to the Avoidance Action Trust a
complete list of all General Unsecured Claims, both Allowed and
Disputed, reflected on the claims registry as of the Avoidance
Action Trust Transfer Date, including the names and addresses of
all holders of those General Unsecured Claims, whether those
claims have been Allowed or are Disputed, and the details of all
objections in respect of Disputed General Unsecured Claims.

A full-text copy of the Avoidance Action Trust Agreement is
available for free at:

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

                   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: Proposes to Assume & Assign Contracts to ERT
------------------------------------------------------------
Motors Liquidation Co. and its units seek the Bankruptcy Court's
permission to assume lease, brokerage, maintenance, partnership,
operating, easement, access and license agreements and assign
those contracts to the environmental response trust on the
effective date of the Amended Joint Chapter 11 Plan of
Reorganization.

A schedule of 112 contracts to be assumed and assigned to the ERT
is available for free at:

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

Under the Plan, the Debtors will be creating an Environmental
Response Trust to hold, manage and dispose of certain properties
subject to the Environmental Response Trust Consent Decree and
Settlement Agreement.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that because the Properties to which the Contracts
pertain will be transferred to the ERT upon confirmation of the
Plan, the Debtors will no longer benefit from or require the
Contracts.  Likewise, given that the Contracts are essential to
the administration, maintenance and management of the Properties,
the Debtors have determined, in consultation with the proposed
trustees of the ERT, that the Contracts should be assumed and
assigned to the ERT, he points out.

Mr. Smolinsky further notes that the ERT will have a continuing
need for the various administrative and maintenance Contracts
that pertain to the Properties so that the Properties can be
appropriately remediated and ultimately sold and put to
beneficial use in the future.  Thus, the assumption and
assignment of the Contracts will relieve the debtors of any
potential rejection damages claims, he relates.

The Debtors have also verified that there are currently no
outstanding amounts owed to the Contract counterparties and,
therefore, that they need to make no cure payments.  If no
objection is asserted with respect to the proposed cure amounts
to the Contracts, the counterparty should be forever barred
from asserting claims arising from defaults prior to the
effective date of assumption; provided that the Debtors will
continue to make payments under the Contracts in the ordinary
course of business.

In addition, the Debtors have committed to fund the ERT with
approximately $262 million to finance the various administrative
needs and activities of the ERT, including satisfying all
projected obligations under the Contracts.  These funds are in
addition to the funds available for remediation activities.
Because the ERT will be more than adequately funded, each
Contract counterparty has adequate assurance of future
performance by the assignee, Mr. Smolinsky assures the Court.

The Debtors also seek a waiver of the notice requirements under
Rule 6004(a) of the Federal Rules of Bankruptcy Procedure and the
10-day stay of an order authorizing the use, sale, or lease of
property under Rule 6004(h).

The Court will consider the Debtors' request on March 3, 2011.
Objections are due no later than Feb. 24.

                       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: Seeks Approval of $773MM Environmental Settlement
-----------------------------------------------------------------
The United States, on behalf of the U.S. Environmental Protection
Agency and the U.S. Department of the Treasury, asks the
Bankruptcy Court to approve the Environmental Response Trust
Consent Decree and Settlement for the resolution of the Debtors'
environmental liabilities asserted by the EPA, 14 states or state
agencies and the tribe, as incorporated in the Amended Joint
Chapter 11 Plan of Reorganization.

As reported in the Oct. 25, 2010 edition of the Troubled Company
Reporter, the Debtors has signed a $773 million environmental
response trust consent decree and settlement agreement they
entered with the United States Government and 15 other parties.

The signing parties are the states of Delaware, Illinois, Indiana,
Kansas, Michigan, Missouri, New Jersey, New York, Ohio, and
Wisconsin; the Commonwealth of Virginia; the Louisiana Department
of Environmental Quality; the Massachusetts Department of
Environmental Protection; the Department of Environmental
Protection of the Commonwealth of Pennsylvania, and the Saint
Regis Mohawk Tribe.

Under the Settlement Agreement, the Debtors will place certain
properties and other assets of the Debtors into an environmental
response trust to resolve disputes relating to the Properties, a
schedule of which is available for free at:

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

After reviewing all comments received, the U.S. Government has
determined that the ERT Settlement Agreement is fair, reasonable
and consistent with environmental law.  The settlement
memorialized in the ERT Settlement Agreement was reached after
lengthy negotiations and the parties weighed the merits, costs,
risks and delays that litigation would entail against the value
of settlement, according to Natalie N. Kuehler, Esq., --
natalie.kuehler@usdoj.gov -- assistant U.S. attorney for the
Southern District of New York.

Indeed, the public comments concerning the ERT Settlement
Agreement do not indicate that the ERT Settlement Agreement is
inappropriate, inadequate or improper, Ms. Kuehler contends.  The
public comments can be group into these categories:

(1) The Agreement should be expanded to provide funding for the
    Lower Ley Creek, Salina Landfill, Old Ley Creek Channel and
    Lake Bottom areas, which comprise the Onondaga Lake Superfund
    Site in New York, or the reservations relating to these other
    areas affiliated with the Onondaga Site should be expanded or
    clarified.

    Given the limited funding available in these Chapter 11
    cases, the ERT Settlement Agreement appropriately prioritizes
    cleanups by taking into account principles of bankruptcy law
    and environmental law, including whether properties are owned
    by the Debtors, whether cleanup orders have been issued, and
    whether there are other significant viable potentially
    responsible parties, Ms. Kuehler asserts.

(2) Onondaga County and the Town of Salina, both of New York and
    their taxpayers should not be required to pay for the cleanup
    of Lower Ley Creek, Old Ley Creek Channel or the Town of
    Salina landfill.

    Ms. Kuehler explains that the terms and cost of the remedy
    selected for the Lower Ley Creek area of the Onondaga site,
    the Massena Superfund Site in New York and any other property
    for which the ERT Settlement Agreement provides cleanup
    funding, however, will be or have been determined by the EPA
    or the States pursuant to an administrative process in which
    members of the public have an opportunity to participate.

(3) The Agreement is designed to protect federal interests,
    especially those of the Treasury Department.

    The Government does not have any holdings in the Debtors, Ms.
    Kuehler clarifies.  Although the Treasury Department did act
    as Old GM's DIP lender, Onondaga County's allegations that
    the U.S. Government controlled the Debtors or that the ERT
    Settlement Agreement is intended to solely benefit the
    United States lack any factual basis, she contends.  The
    $536 million from the DIP Loan Proceeds provided by Treasury
    Department are the sole source of cash funding available to
    cover Debtors' environmental liabilities, and there is no
    expectation that the Treasury Department will recoup those
    funds, she points out.

(4) The notice provided for submitting public comments and
    attending the public meeting in Syracuse, New York, was
    insufficient, and an additional public meeting should have
    been held in Massena, New York;

    Ms. Kuehler relates that the U.S. Government's 30-day public
    comment period was also properly noticed in the Oct. 28,
    2010, Federal Register Notice.  The U.S. Government held a
    public meeting on Dec. 15, 2010, and notice by publication on
    Dec. 13, 2010 in the Syracuse Post Standard, as well as
    distribution via the Onondaga Site email list, which has
    over 800 interested parties who have registered as
    subscribers.  Nobody has submitted any comments since
    Dec. 29, 2010, and no one has asked for an extension, she
    stresses.

(5) MLC and its former executives should be fined and held
    criminally liable for Old GM's releases of hazardous
    substances.

    Ms. Kuehler says the ERT Settlement Agreement expressly
    reserves the Government's rights against Debtors with respect
    to criminal liabilities.  Regarding civil fines or penalties,
    none of the commenters has provided any facts whatsoever that
    indicate that the U.S. Government has improperly compromised
    any claim for civil fines or penalties in the Agreement, she
    avers.

(6) The Agreement should include damages for the adverse health
    effects suffered by the people living in the vicinity of the
    Superfund site in Massena, New York.

    The U.S. Government does not have claims against Debtors for
    adverse health effects suffered by the public as a result of
    Debtors' releases of hazardous substances, and any of those
    claims asserted by the affected individuals are neither
    addressed nor otherwise impacted by the ERT Settlement
    Agreement.

(7) The covenants not to sue and contribution protection
    provisions of the Agreement should be amended.

    Finality is precisely what the proposed ERT Settlement
    Agreement seeks to provide by limiting future lawsuits
    against the Trust so that the Trust will be able to fund and
    undertake the contemplated cleanups, Ms. Kuehler emphasizes.
    To the extent that unexpected cost overruns are incurred, the
    Trust's cushion funding account further provides an
    additional potential source of funding for the Properties,
    she points out.

The remaining questions do not indicate that the ERT Settlement
Agreement is unreasonable, unfair or contrary to the CERCLA, Ms.
Kuehler insists.

Full-text copies of the public comments are available for free
at http://bankrupt.com/misc/GM_PublicComments.pdf

"The settlement terms provide for a reasonable likelihood of
sufficient funding for the future cleanup of the properties, and
reasonably balance the litigation risks for the estimated future
cleanup costs at the covered sites, including the strength of the
Government' and the other governmental environmental claimants'
case against the Debtors; the Debtors' bankruptcy, and the need
to recover funds for cleanup and minimize the expense and
potential delay of protracted litigation," Ms. Kuehler tells
Judge Robert Gerber.

The Court will consider approval of the ERT Settlement Agreement
on March 3, 2011, in connection with confirmation of the Plan.

                       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: TPC Lenders Insist on Valuation Proceedings
-----------------------------------------------------------
Wells Fargo Bank Northwest, N.A., as agent, on behalf of certain
lenders known as "TPC Lenders" has filed a motion seeking to
initiate valuation proceedings for the two facilities of General
Motors Corporation -- a transmission manufacturing plant in White
Marsh, Maryland and a distribution center in Memphis, Tennessee --
as contemplated by the order approving the sale of most of the
Debtors' assets.

Old GM, however, objects to the proposal.  While the Debtors
understand the requirements of the Sale Order, the Debtors are
concerned about the timing of the TPC Lenders' request for a
valuation hearing at this time, counsel to the Debtors, Joseph
H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York
tells Judge Gerber.  "It is not appropriate for the Debtors to
be required to engage in discovery, briefing and a contested
valuation hearing while simultaneously prosecuting confirmation
of their Amended Joint Chapter 11 Plan of Reorganization," Mr.
Smolinsky stresses.

General Motors LLC ("New GM") also objects to the proposal. New GM
insists that the language of the Sale Order is clear; the "fair
market value" method -- and no other valuation standard -- is to
be used to value the TPC Property.

In response to the objections, Wells Fargo says that it agrees
with New GM that negotiations between the parties are at an
impasse and that judicially supervised proceedings are necessary
to move towards resolution of this valuation dispute.  However,
New GM seeks to delay those proceedings without providing
legitimate reasons to deny the TPC Lenders' valuation request,
Steven M. Bierman, Esq., at Sidley & Austin LLP, in New York,
asserts.

Mr. Bierman contends that New GM's failure to properly follow the
Sale Order and Section 506 of the Bankruptcy Code, and failure to
produce a competing appraisal that is based upon the appropriate
methodology or reality as of the Petition Date, virtually compels
that the TPC Lenders' valuation be accepted as the TPC Value as
defined in the Sale Order.  Any legal dispute concerning valuation
methodology can be briefed, argued and decided while the parties
conduct the discovery and prepare for an evidentiary hearing, he
insists.

Mr. Bierman also points out that the Debtors' Response sets forth
no legitimate reason for delaying these proceedings.  To the
extent that Debtors might, theoretically, have some involvement in
the valuation proceedings, there is no reason why the Debtors'
limited participation cannot be handled contemporaneously or after
the confirmation proceedings, he tells the Court.  If anything,
the Debtors should welcome and encourage the expeditious and
prompt resolution of this remaining claim, he says.

                   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)


GIORDANO'S ENTERPRISES: Asks Court To Extend Filing of Schedules
----------------------------------------------------------------
Giordano's Enterprises, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the deadline for the filing of schedules of assets and
liabilities, lists of equity security holders and statements of
financial affairs until March 22, 2011.

Given the size and complexity of their business operations, the
number of creditors, and the fact that certain prepetition
invoices have not yet been received or entered into the Debtors'
financial accounting systems, the Debtors have begun, but not yet
finished, compiling the information that will be required in order
to complete the Schedules and Statements.  The Debtors believe
that they may have several hundred creditors.  Completing the
Schedules and Statements will require the collection, review and
assembly of information from multiple sources.  Due to the
complexity and diversity of their operations and the numerous
critical operational matters that the Debtors' accounting and
legal personnel must address in the early days of these Chapter 11
Cases, the Debtors anticipate that they will be unable to complete
their Schedules and Statements by March 2, 2011.

The meeting of creditors, pursuant to Section 341 of the U.S.
Bankruptcy Code, is scheduled for March 29, 2011.  The Debtor
wants the deadline for the schedules to be moved seven days prior
to the meeting.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

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

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection on Feb. 16, 2011 (Bankr. N.D. Ill. Lead Case
No. 11-06098).  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Kevin H Morse, Esq., and Michael L.
Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.


GIORDANO'S ENTERPRISES: Has Interim OK to Obtain DIP Financing
--------------------------------------------------------------
Giordano's Enterprises, Inc., et al., sought and obtained
authorization from the Hon. Eugene R. Wedoff of the U.S.
Bankruptcy Court to incur postpetition debt from Fifth Third Bank
on an emergency basis pending a final hearing.  The Court also
authorized the Debtors use the cash collateral of Fifth Third
Bank.

Michael L. Gesas, Esq., at Arnstein & Lehr LLP, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

Prior to the Petition Date, Fifth Third made certain loans and
other financial accommodations to certain of the Debtors pursuant
to a certain amended and restated loan agreement dated as of
Aug. 27, 2007, by and between the Debtors as the borrowers and
Fifth Third as the lender.  As of the Petition Date, the
indebtedness was not less than $13,560,662, exclusive of accrued
and accruing amounts.

In addition, prior to the Petition Date, Fifth Third made certain
loans and other financial accommodations to certain of the Debtors
pursuant to a certain amended and restated business loan agreement
dated as of Oct. 21, 2010, by and between the Debtors as the
borrowers and Fifth Third as the lender.  As of the Petition Date,
the indebtedness was not less than $31,927,998, exclusive of
accrued and accruing amounts.

The adequate protection to be provided to Fifth Third is:
(a) replacement liens; (b) allowed Section 507(b) Claim, to the
extent that the adequate protection of the interests of Fifth
Third in the prepetition collateral granted proves insufficient;
and (c) each of the Debtors, John Apostolou, Eva Apostolou
(individually and as trustees of the John Apostolou Trust Dated
June 20, 1986, and Eva Apostolou Trust Dated Jan. 5, 1998,
respectively) will agree that effective upon the change in control
date and written acceptance of appointment by Fred Caruso or his
designee, (i) the directors serving on the boards of directors of
each of the Apostolou Controlled Debtors organized as a
corporation will be deemed removed and replaced with replacement
control party as sole director of each Debtor and (ii) the limited
liability company agreements of the Apostolou Controlled Debtors
organized as limited liability companies will be replaced with new
limited liability company agreements approved by replacement
control party.

                         Postpetition Debt

The DIP Lender has committed to provide up to $35,983,563,
provided, however that pending the final hearing, the maximum
principal amount of Postpetition Debt outstanding will not at any
time exceed $2,500,000.  A copy of the DIP financing agreement is
available for free at http://ResearchArchives.com/t/s?73eb

The Postpetition Debt will be granted superpriority administrative
expense status, with priority over all costs and expenses of
administration of the cases that are incurred under any provision
of the U.S. Bankruptcy Code.  In addition, the DIP Lender will be
granted the postpetition liens to secure the postpetition debt.

At the DIP Lender's election, the DIP financing will terminate on
(a) the date on which the DIP Lender provides written notice to
the counsel for the Debtors and the counsel for any Committee of
the occurrence and continuance of an event of default; and (b)
March 17, 2011, if the final court order isn't entered by that
date.  The DIP facility will incur interest at LIBOR plus 8.00%;
adjusted every 30 days.  In the event of default, the Debtors will
pay an additional 3.0% default interest per annum.

The Debtors will pay to the DIP Lender a closing fee in an amount
equal to $50,000, 50% of which will be fully earned, due and
payable immediately upon the closing of the postpetition credit
agreement, and 50% of which will be fully earned, due and payable
upon entry of the final court order.

The Debtors will also pay to DIP Lender commitment fees for the
period from the Closing Date to the final maturity date equal to
the average of the daily excess of the DIP revolver commitment
over the aggregate principal amount of outstanding DIP revolver
loans, multiplied by 3.50% per annum, commitment fees to be
payable monthly in arrears on the last day of each calendar month,
commencing on the first such day to occur after the Closing Date,
and on the final maturity date.

Fifth Third has agreed to an up to $25,000 carve-out of its
collateral for all U.S. trustee fees and the fees and expenses
awarded by the Court to Debtors' bankruptcy counsel, Debtors'
consultant, and to the Committee's counsel.

                          Cash Collateral

The Debtors can use the cash collateral until April 29, 2011, and
will use the money pursuant to a budget, a copy of which is
available for free at:

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

The Debtors will deposit all cash collateral in their possession
or control into the blocked account.  The Debtors will cause all
depository banks at which any Debtor maintains a deposit account
to remit the available balance in the accounts to the Blocked
Account on a daily basis.  Other banks are prohibited from
asserting setoff against or administrative freeze of any cash
collateral held in any Debtor's account maintained at the bank,
other than with respect to the customary fees and expenses
associated with the nature of the deposit and cash management
services rendered to the applicable Debtor or with respect to
chargebacks to the applicable Debtor's account resulting from
returned checks or other returned items.

The Debtors don't have, and hereby covenant not to sue the
prepetition lender, and its affiliates, subsidiaries, agents,
officers, directors, employees, advisors, consultants,
predecessors in interest, successors and assigns on account of any
claims, counterclaims, causes of action, defenses or setoff rights
relating to the prepetition documents, the prepetition liens, the
prepetition debt or otherwise.

                           Final Hearing

The Court has set for March 17, 2011, at 1:30 p.m. a final hearing
on the Debtors' request to use cash collateral and obtain DIP
financing.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

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

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection on Feb. 16, 2011 (Bankr. N.D. Ill. Lead Case
No. 11-06098).  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Kevin H Morse, Esq., and Michael L.
Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's
bankruptcy counsel.  Giordano's Enterprises estimated assets and
debts of $0 to $50,000 in its Chapter 11 petition.


GOTTSCHALKS INC: Expects Plan to Be Effective Not Later Than May 1
------------------------------------------------------------------
Bankruptcy Judge Kevin Carey entered an order confirming the
Chapter 11 plan of liquidation of Gottschalks Inc. on Feb. 18.

It took Gottschalks two years since the petition date, and a year
after the Plan filing, to win approval of the Plan.  The Debtor
obtained approval of the explanatory disclosure statement in
January 2010 and voting was done a month later.  Confirmation
hearings on the Plan began in March 2010.

The parties entitled to vote on the Plan -- the "other" secured
claimants and the unsecured claimants -- voted in favor of the
Plan.

River Park Properties III and General Electric Capital Corp. filed
objections to the Plan.  River Park was a defendant to a lawsuit
(Adv. Pro. No. 09-52319) commenced by the Debtor but the parties
later reached a settlement in January 2011.  GE Capital was the
lender who provided loans to the Debtor both prepetition and
postpetition.  GECC was not entitled to vote on the Plan as it was
promised a 100% recovery.

The confirmed Plan provides that the effective date will occur not
later than May 1, 2011.

A copy of the Plan, modified on Feb. 1, 2011, is available for
free at:

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

                      About Gottschalks Inc.

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

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


GARDEN OPERATION: Aims to Leverage Relations with Vendors
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a prepetition lawsuit filed
by a landlord in Secaucus, N.J., against Garden Operation Realty
LP resulted in the appointment of a rent receiver who recently won
a court order of possession that could have resulted in the
"imminent padlocking" of the space the company leases there.  The
Chapter 11 filing automatically halts all pending litigation
against the Debtor.

With such breathing room, the Debtor's president and founder
Helmer Toro said the Company can leverage its "excellent
relations" with customers and vendors in order to keep on baking,
the report discloses.

                      About Garden Operation

Garden Operation is the parent of New York bagel manufacturer H&H
Bagels.  H&H Bagels is a renowned bagel store at 80th Street and
Broadway in Manhattan.  Garden Operation is controlled by Helmer
Toro, who founded H&H in 1972.

The Company disclosed $1.4 million in assets and $5.1 million in
liabilities in its bankruptcy petition.  The Debtor said it owes
$3.4 million to the Internal Revenue Service.

Garden Operation Realty filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 11-10668) in Manhattan on Feb. 17, 2011. Randy
M. Kornfeld, Esq., at Kornfeld & Associates, P.C., in New York,
represents the Debtor in the Chapter 11 case.


GOODRICH PETROLEUM: Moody's Puts 'Caa1' Rating on $225 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 first time rating to
Goodrich Petroleum Corporation's planned $225 million senior
unsecured note offering.  Moody's also assigned a B3 Corporate
Family Rating and a SGL3 Speculative Grade Liquidity Rating.  The
rating outlook is stable.

"Based on the high percentage of natural gas in its reserves and
production, its small scale, and its relatively high leverage,
Goodrich is weakly positioned with a B3 CFR," said Stuart Miller,
Moody's Senior Analyst.  "Our rating determination was influenced
by the company's longevity through numerous industry cycles and
its prospective acreage position in the oil window of the Eagle
Ford Shale."

                        Ratings Rationale

The proposed note offering will be used to redeem and/or defease
the $175 million of 3.25% senior convertible notes, which become
putable in December 2011.  The remaining proceeds will be used for
general corporate purposes.

The primary drivers for Goodrich's rating are its concentrated
asset base, the size and composition of its production, its
leveraged balance sheet, and its relatively high finding and
development costs.  Goodrich's reserve position is concentrated in
East Texas and North Louisiana with more than 95% of its
production comprised of natural gas.  In 2010, management took
steps to address these concentration issues by leasing acreage in
the oil "window" of the Eagle Ford Shale in South Texas.  This
area is expected to account for the majority of Goodrich's
drilling budget in 2011 and 2012.

At year end 2010, the company's leverage ratios mapped to Caa
levels based on Moody's E&P industry rating methodology grid: the
ratio of debt to proved developed reserves was over $14 per BOE
and the ratio of debt to average daily production was over $29,000
per BOE.  This high leverage position is offset to some degree by
Goodrich's performance over the last three years of reducing
finding and development cost (all sources) from $37 to $20 per
BOE.  The assigned B3 CFR assumes that the company will be
successful in developing its Eagle Ford Shale acreage, it will
increase the oil proportion of its production, it will reduce its
leverage ratios by increasing production and proved developed
reserves, and it will continue to manage its finding and
development costs lower.  The B3 rating also incorporates the
assumption that there will be significant negative free cash flow
in 2011, a moderate out spend in 2012, and near breakeven free
cash flow in 2013.  Goodrich is one of the weaker companies with a
B3 CFR, and should the company fail to execute on any of these
milestones, its rating could be negatively impacted.

Goodrich's SGL-3 rating reflects adequate liquidity as the company
is expected to outspend cash flow over the next two years and will
rely on its credit facility to fund a portion of its capital
budget.  With the completion of the $225 million senior note
offering and the repayment or defeasance of the $175 million of
3.25% convertible senior notes, Goodrich will have cash on hand of
approximately $63 million.  Goodrich intends to fund its 2011 and
2012 drilling program using cash, internally generated cash flow,
and borrowings under its $350 million senior secured revolving
credit facility.  Availability under the revolving credit is
subject to a borrowing base which is currently set at
$225 million.  Therefore, total liquidity after the note offering
will be $288 million.

The Caa1 rating on the proposed $225 million senior notes due 2019
reflects both Goodrich's overall probability of default, to which
Moody's assigns a PDR of B3, and a loss given default of LGD 4
(67%) using Moody's Loss Given Default Methodology.  The notching
of the notes below the CFR reflects the priority of claim that the
senior secured revolving credit facility would be entitled to in a
liquidation or bankruptcy.

The stable outlook reflects the expectation that it will take over
two years for Goodrich to grow production and reserves, and to
reduce leverage to the point where a positive rating action could
be considered.  Additionally, it is unlikely that the company's
credit profile will deteriorate given the positive momentum in the
company's finding and development cost and business plan to focus
on the development of its acreage in the oil window of the Eagle
Ford Shale.  To be considered for a positive rating action, the
company's production should be approaching 20,000 BOE per day and
its leverage should be under $10 per BOE of proved developed
reserves.  An increase of the ratio of debt to average daily
production to $32,000 per BOE would indicate a decline in
operating efficiency from its current levels and could lead to a
downgrade in the CFR.

This is a first time rating for Goodrich Petroleum Corporation.

Goodrich Petroleum Corporation is headquartered in Houston, Texas.


GREAT ATLANTIC & PACIFIC: Files Supp. List of Closing Stores
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors filed with the Court a supplemental list of stores
that are subject to closings to provide more specific information
about the leases associated with those stores.  The supplemental
list is available without charge at:

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

As reported in the Feb. 18, 2011 edition of the Troubled Company
Reporter, the Debtors are seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York to close 32
of their stores in six states.  The closings include 17 stores in
New Jersey, nine in New York, three in Pennsylvania and one each
in Delaware, Maryland and Connecticut.  The Debtors intend to
close the stores by April 15, 2011, and vacate them by April 30,
2011.  The original list of closing stores provided by the Debtors
is available without charge at:

         http://bankrupt.com/misc/A&P_32ClosedStores.pdf

                            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: Schedules Deadline Moved to March 25
--------------------------------------------------------------
The Bankruptcy Court approved a stipulation between The Great
Atlantic & Pacific Tea Company Inc. and its affiliated debtors and
the U.S. Trustee for the Southern District of New York extending
to:

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

(2) March 25, 2011, the deadline for filing their schedules of
     assets and liabilities, schedules of current income and
     expenditures, and schedules of executory contracts and
     unexpired leases.

                            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 to Removal Period Until July 12
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors ask Judge Robert Drain to extend the deadline to remove
pending civil actions from March 14, 2011, to July 12, 2011.

Under Rule 9027(a)(2) of the Federal Rules of Bankruptcy
Procedure, if the claim or cause of action in a civil action is
pending when a case under the Bankruptcy Code is commenced, a
notice of removal may be filed in the bankruptcy court only
within the longest of (i) 90 days after the order for relief in
the case under the Code, (ii) 30 days after entry of an order
terminating a stay, if the claim or cause of action in a civil
action has been stayed, or (iii) 30 days after a trustee
qualifies in a chapter 11 reorganization case but not later than
180 days after the order for relief.

As of Dec. 12, 2010, the Debtors were parties to about 2,000
civil actions pending in various state and federal courts.  Most
of these cases seek recovery of personal injury claims.

"The treatment of the civil actions will have a significant
effect on the Debtors' estates given the fact that any insurance
applicable to many of the civil actions is subject to a
significant deductible," says Ray Schrock, Esq., at Kirkland &
Ellis LLP, in New York.

Mr. Schrock says that many of the civil actions are subject to
removal pursuant to Section 1452 of the Bankruptcy Code, which
applies to claims relating to bankruptcy cases.

The Debtors were not able to undertake an analysis of the civil
actions to determine which of them are subject to the automatic
stay as well as develop a strategy to determine which of the
civil actions should be removed because they have been more
focused on stabilizing their businesses and administering their
Chapter 11 cases, according to Mr. Schrock.

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).


GREATER SOUTHEAST: Court Grants Epstein Becker $124T in Fees
------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., awarded Epstein Becker &
Green P.C., $124,402 in attorneys' fees and costs against DLA
Piper, the attorneys and law firm that represented the plaintiff
in the adversary proceeding, Sam J. Alberts, Trustee for the DCHC
Liquidating Trust, v. Paul Tuft, et al., Adv. Pro. No. 04-10459
(Bankr. D. D.C.).   A copy of Judge Teel's Jan. 13, 2011
memorandum decision is available at http://is.gd/n1ilwGfrom
Leagle.com.

A Memorandum Decision of Aug. 9, 2010, addressed the motion of
Epstein Becker & Green P.C., for an award of attorneys' fees and
expenses. The court ruled that Sam J. Alberts, lead counsel for
the plaintiff, was subject to sanctions, and directed that Epstein
Becker file a statement of costs, expenses, and attorney's fees
that reasonably flowed from and occurred as a result of Mr.
Alberts' groundless motion seeking to vacate the order granting
summary judgment and to reopen discovery (including fees and
expenses reasonably incurred in pursuing the motion for
sanctions).

Greater Southeast Community Hospital filed for chapter 11
protection on Nov. 20, 2002 (Bankr. D. D.C. Case No. 02-02250).
Attorneys at Weil, Gotshal & Manges LLP, represented the Debtor in
its restructuring.


HAWKER BEECHCRAFT: Incurs $304.30 Million Net Loss in 2010
----------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, reported a net loss of
$304.30 million on $2.80 billion of total sales for the year ended
Dec. 30, 2010, compared with a net loss of $451.60 million on
$3.19 billion of total sales during the prior year.

The Company said that the $393.8 million decrease in sales was
largely attributable to lower aircraft deliveries in the Company's
business and general aviation (B&GA) segment as a result of
depressed demand across the general aviation market.  During 2010,
the Company delivered 238 business and general aviation aircraft
compared to 309 during the same period in 2009.

The Company's balance sheet at Dec. 31, 2010, showed $3.21 billion
in total assets, $3.42 billion in total liabilities, and
$214.40 million in total deficit.

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

               http://ResearchArchives.com/t/s?73e7

                      About Hawker Beechcraft

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

                           *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service and a 'CCC+'
long-term corporate credit rating from Standard & Poor's Ratings
Services.


HCA HOLDINGS: Reports $1.57 Billion Net Income in 2010
------------------------------------------------------
HCA Holdings, Inc., filed its annual report on Form 10-K with the
U.S. Securities and Exchange Commission.  The Company reported net
income of $1.57 billion on $30.68 billion of revenue for the year
ended Dec. 31, 2010, compared with net income of $1.37 billion on
$30.05 billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $23.85 billion
in total assets, $34.64 billion in total liabilities and
$10.79 billion in stockholders' deficit.

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

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

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months
ended Sept. 30, 2010, the company recognized revenue in excess
of $30 billion.

                           *     *     *

In November 2010, Moody's Investors Service confirmed the existing
ratings of HCA, including the 'B2' Corporate Family and
Probability of Default Ratings.  Moody's assigned a Caa1 (LGD6,
96%) rating to HCA, Inc.'s proposed offering of $1.525 billion of
senior unsecured notes due 2021 to be issued at a parent holding
company.

HCA's 'B2' Corporate Family Rating anticipates that the company
will continue to operate with significant leverage.  Pro forma for
the proposed debt financed distribution Moody's estimate that
adjusted leverage would have been 5.2 times at Sept. 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.


HEALTHSOUTH CORP: Reports $789.9-Mil. Net Income in 4th Qtr.
------------------------------------------------------------
Healthsouth Corporation announced its results of operations for
the fourth quarter and year ended Dec. 31, 2010.  The Company
reported net income of $789.90 million on $520.70 million of net
operating revenue for the three months ended Dec. 31, 2010,
compared with net income of $46.90 million on $486.20 million of
net operating revenue for the same period a year ago.

The Company also reported net income of $939.80 million on
$1.99 billion of net operating revenue for the year ended Dec. 31,
2010, compared with net income of $128.80 million on $1.91 billion
of net operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $2.37 billion in total liabilities and $2.20
million in total shareholders' deficit.

"The fourth quarter of 2010 was a strong finish to another
excellent year for HealthSouth," said Jay Grinney, president and
chief executive officer of HealthSouth.  "Discharges, net
operating revenues, pre-tax income from continuing operations, and
cash flows from operations all grew impressively in the quarter
compared to the fourth quarter of 2009 as our hospitals maintained
their focus on providing outstanding patient care.  We also
strengthened our balance sheet by issuing two new senior notes
that, along with existing cash on hand and a draw on our revolver,
allowed us to repay our term loan facility and reduce our net
long-term debt by $144 million during the quarter.  We believe
these actions, together with the solid fundamentals of our
business model, position HealthSouth for another year of growth in
2011."

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

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

                      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.

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


HERCULES OFFSHORE: Files February Fleet Status Report
-----------------------------------------------------
On Feb. 16, 2011, Hercules Offshore, Inc. posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report."  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status, which contains information for
each of the Company's drilling rigs, including contract dayrate
and duration.  The Fleet Status Report also includes the Hercules
Offshore Liftboat Fleet Status Report, which contains information
by liftboat class for January 2011, including revenue per day and
operating days.

A full-text copy of the Fleet Status Report is available at no
charge at http://ResearchArchives.com/t/s?73d6

                      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.

                         *     *     *

Hercules Offshore carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.

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

In November 2010, Moody's Investors Service downgraded the
Corporate Family Rating of Hercules Offshore 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.




HERTZ CORP: Moody's Assigns 'Ba1' Rating to $1.6 Bil. Loan
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to The Hertz
Corporation's $1.6 billion Senior Secured Term Loan.  The
company's corporate family rating and probability of default
rating remain at B1.  The Speculative Grade Liquidity rating is
SGL-3 and the rating Outlook is Stable.

                        Ratings Rationale

Hertz's B1 CFR rating and the Ba1 rating assigned to the new term
loan reflect the improving fundamentals in the daily car rental
market, and the actions the company has taken to strengthen its
balance sheet and liquidity position.  Proceeds from the new term
loan will be used to refund an existing term loan.

Healthier fundamentals in the car rental sector should support
further improvement in Hertz's credit profile.  Car rental
companies are managing the size of their fleets in a prudent
manner, moderate price increases are occurring in the leisure
sector, and used car prices should remain strong into 2011.  In
addition, the major competitors in the car rental sector are
focusing on improving returns through reducing costs and raising
ancillary revenues.  There appears to be less focus on attempts to
gain share through price reductions.  Consequently, the overall
pricing environment is likely to be more favorable.

Hertz should also benefit from the bottoming out of demand within
the equipment rental market.  Moody's expects demand to flatten
through early 2011 and to rise gradually during the balance of the
year.

Hertz has made considerable progress in strengthening its capital
structure as conditions in the capital and ABS markets have
improved.  Recent transactions have enabled it to achieve a more
solid funding structure for its rental fleet, extend the maturity
profile, lower the interest burden on its corporate debt, and
strengthen its liquidity profile.  These financing actions
include: the launch of the new $1.6 billion term loan; the current
syndication of a 5-year $1.8 billion ABL facility (unrated); the
refunding of approximately $1.6 billion of corporate debt during
early 2011; and the completion of approximately $5.8 billion in
fleet refundings during the past twelve months in the domestic and
international ABS markets, and the secured debt markets.

Hertz's liquidity profile is adequate and will be supported by
approximately $1 billion in unrestricted cash (pro forma for
debt pay downs) and considerable availability under the new
$1.8 billion ABL.  In addition, the company has sufficient fleet
funding in place through 2011 and corporate debt maturities during
2011 are modest.

The stable outlook is based on the likelihood that improving
industry fundamentals, combined with Hertz's ongoing cost cutting
initiatives, should support further improvement in credit metrics
through 2011 to levels that support the B1 rating.

If Hertz were able to sustain EBIT/interest near 2x (compared with
.9x for the LTM through Sept.) and debt/EBITDA approximating 3x
(compared with 4.4x for LTM through Sept.), there could be upward
pressure on the rating.

However if EBIT/interest coverage were to remain below 1.2x and
debt /EBITDA above 4x during an extended period, there could be
some downward pressure on the rating.  Rating pressure could
potentially occur if Hertz were to resubmit an offer for Dollar
Thrifty Automotive Group, Inc.

The last rating action on Hertz was a change in outlook to stable
on November 30, 2010.


HERTZ CORP: S&P Assigns 'BB' Rating to $1.6 Bil. Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating on Hertz Corp.'s $1.6 billion senior secured term loan
credit facility maturing in 2018.  The rating is two notches
higher than the 'B+' corporate credit rating on Hertz.  The
recovery rating is '1', indicating S&P's expectation that lenders
would receive very high (90% to 100%) recovery of principal in
the event of a payment default.  The facility is composed of a
$1.35 billion senior secured term loan facility and a prefunded
$250 million synthetic letter of credit facility.  The facility is
refinancing the existing $1.65 billion senior term facility that
matures in 2012.

On Dec. 20, 2010, S&P raised the corporate credit ratings on Hertz
Global Holdings Inc. and its major operating subsidiary, Hertz
Corp., to 'B+' from 'B' and removed them from CreditWatch, where
they had been placed with positive implications on April 26, 2010.

                           Ratings List

                            New Rating

                            Hertz Corp.

                          Senior Secured

          US$1.35 bil. term bank ln due 2018         BB
           Recovery Rating                           1
          US$250 mil. bank ln due 2018               BB
           Recovery Rating                           1


HOLLY CORPORATION: Frontier Deal Cues Moody's Rating Review
-----------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the ratings of Holly Corporation and Frontier Oil Corporation in
response to the announcement by the two companies of their
agreement to merge in a stock-for stock transaction.

The review for possible upgrade reflects the benefits to both
Holly and Frontier of the merger, including a significant increase
in refining capacity, enhanced operational diversification and the
potential for modest corporate and operating synergies.  The
review also reflects the conservative pro-forma leverage of the
combined entity due to the equity financing of the transaction and
relatively low leverage positions of both Holly and Frontier.  The
combined entity's pro-forma financial leverage at Sept. 30, 2010,
is approximately $253 per complexity barrel (including the debt of
Holly Energy Partners, L.P., a master limited partnership for
which Holly is the general partner), and $153 excluding HEP's
debt, which is conservative relative to the high yield independent
refining peer group.

During the review process, Moody's will focus on the strategic
benefits of the merger and the ability for the combined entity's
credit quality to be able to withstand cyclical troughs in
refining margins.  Despite recent improvements in U.S. refining
margins, Moody's believe margins will continue to be volatile and
cyclical.  Moody's review will also include an assessment of
management's future growth strategy for the combined company,
discretionary and non-discretionary capital spending requirements,
the combined entity's liquidity profile and management's financial
policies with respect to dividends and share buybacks.

Assuming the acquisition is completed as currently planned,
Moody's believes there is a strong likelihood that the Corporate
Family Rating of the combined entity will be at least Ba2.
However, the ratings on Holly Corporation's and Frontier Oil
Corporation's unsecured notes will be subject to the combined
entity's final capital structure, parent and subsidiary
guarantees, as well as the level of financial disclosure available
in order to maintain ratings.

Moody's ratings on HEP were not impacted by the rating actions.
HEP was not placed under review for possible upgrade due to its
relatively small size and scale and higher leverage profile.
Moody's note that HEP should benefit from the ownership of a
stronger and more diversified parent, with additional drop down
opportunities.  However, Moody's believe that given HEP's function
as an acquirer of parent level midstream projects, and the
underlying need master limited partnerships have for high levels
of fixed coupon capital, HEP will remain more leveraged than the
new combined parent.

The merger is subject to various conditions, including shareholder
and regulatory approvals, and is expected to close in the third
quarter of 2011.

Ratings under review are Holly Corporation's Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating and B1 senior unsecured
bond ratings.  Also under review are Frontier Oil Corporation's
Ba2 Corporate Family Rating, Ba2 Probability of Default Rating and
Ba3 senior unsecured bond ratings.

Holly Corporation is an independent refining and marketing company
headquartered in Dallas, Texas.

Frontier Oil Corporation is an independent refining and marketing
company headquartered in Houston, Texas.


HONOLULU SYMPHONY: Heritage Global Tapped to Auction Assets
-----------------------------------------------------------
Heritage Global Partners has been selected by Chapter 7 Trustee,
Richard Yanagi, to conduct a live auction of assets of the
Honolulu Symphony.  The Trustee's Motion to engage Heritage Global
Partners is currently subject to final approval from the United
States Bankruptcy Court for the District of Hawaii.  Following
approval, the bulk sale auction will be held in Honolulu, Hawaii
and staged via live webcast on Thursday, March 17 at 10 am HST.

Assets of the Honolulu Symphony include world-class instruments,
one-of-a-kind musical arrangements, a comprehensive music library,
office furnishings, memorabilia, art, artifacts, and much more.

If a bulk buyer is not secured, the Honolulu Symphony assets will
be sold live at the auction, while the music library consisting of
over 2,300 lots of Classical Symphonic arrangements and Hawaiian
sheet music will be sold online.  This sale will begin at the
conclusion of the Bulk Asset Auction on Thursday, March 17 at 12
pm HST and held through 5:00 p.m. HST on Friday, March 18.

"The Honolulu Symphony auction is a once-in-a-lifetime opportunity
for music enthusiasts, institutions, patrons of the arts,
philanthropists, universities and those who want to preserve a
110-year-old symphony orchestra, which is currently the oldest in
United States, west of the Rocky Mountains," David Barkoff,
Director of Sales, Heritage Global Partners.  "Our goal is to
secure a bulk buyer to sustain this legacy, as we want nothing
more than to keep the arts alive."

Over the years, the Honolulu Symphony has endured two World Wars,
the Great Depression, financial crises, and changing musical and
cultural trends.  In December 2010 it was announced that the
symphony would be liquidated under Chapter 7 and end operations.

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners is an asset advisory and auction services firm,
which assists large and small companies with buying and selling of
assets.  Heritage Global Partners offers asset brokerage, asset
inspection, asset valuations, industrial equipment auctions, and
real estate auctions among other services.

A fully refundable deposit will be required by parties interested
in bidding in bulk in the Honolulu Symphony auction.  Photographs,
a list of instruments, music library contents and specific auction
location information, when finalized, can be found on the Heritage
Global Partners website at http://www.hgpauction.com/

                      About Honolulu Symphony

Honolulu Symphony Society filed for Chapter 11 protection on
Dec. 18, 2009 in its hometown (Bankr. D. Hawaii Case No. 09-
02978), saying assets are less than $500,000 while debt exceeds $1
million.  The symphony blamed the filing on a decline in donations
which left the orchestra unable to cover costs, since ticket sales
represent only 30% of the budget.

In December 2010, the bankruptcy judge entered an order converting
the Honolulu Symphony Society's bankruptcy case from Chapter 11 to
Chapter 7 liquidation.  The judge said he can't see any benefit in
keeping the symphony in Chapter 11 that would generate additional
expenses.


HPT DEVELOPMENT: Still in Dispute With Heritage Over Valuation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona began
hearings in July 2010 to consider the adequacy of the disclosure
statement explaining HPT Development Corp.'s Chapter 11 plan in
October last year.  The hearing, however, has been continued a
number of times due a dispute with Heritage Bank, on the valuation
of the Debtor's properties.

Heritage Bank, owed $10.98 million in principal under a secured
construction loan and $1.4 million in principal under a business
loan, sought from the bankruptcy court a declaration that the
Debtor was a "single asset real estate," and that the bank should
be allowed to proceed with the pending trustee's sales of the
properties.  The Debtor opposed, asserting that the property has
equity as it is currently valued at $14.65 million, well in excess
of the bank's secured claims.  The Debtor has also commenced an
adversary proceeding against Heritage to enjoin the bank from
proceeding with a civil lawsuit.

Early this month, the Debtor filed a plan supplement containing a
"liquidation analysis".  According to the liquidation analysis,
"[t]he Debtor asserts, but Heritage Bank disagrees, that the
amount of the secured claims is less than the value of the
assets."  The Debtor asserts that the assets have market value
totaling $14,868,000, compared to secured claims totaling
$13,302,000.

"If the Debtor is correct, the real property being turned over to
Heritage Bank, subject to the secured claim of Maricopa County,
frees up the remaining assets for the payment of administrative,
priority and general unsecured claims".

The Debtor opposes a liquidation of the assets under Chapter 7 as
the "full market value for the assets cannot be obtained."

A copy of the Liquidation Analysis is available for free at:

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

                 About HPT Development Corporation

Paradise Valley, Arizona-based HPT Development Corporation filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. D.
Ariz. Case No. 10-06294).  Aiken Schenk Hawkins & Ricciardi P.C.
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$14,693,278 in assets and $14,952,270 in liabilities.


IA GLOBAL: Expects $4-Mil. to $5-Mil. Revenue for Fiscal Q3
-----------------------------------------------------------
IA Global Inc. announced revenue guidance for their third quarter
ended Dec. 31, 2010.

For the quarter ended Dec. 31, 2010, the company expects revenues
to be in the range of $4.0 million to $5.0 million, an increase
from $0 as compared to the three months ended Dec. 31, 2009.

Brian Hoekstra, CEO of IA Global, commented, "Over the past few
quarters, IA Global has seen significant expanded top line growth
attributed to the success of our acquired businesses and growth in
their respective international markets.  We are pleased to
announce our anticipated revenue for our third quarter ended
Dec. 31, 2010.  We would like to inform our investors that due to
the closing of our two latest acquisitions, Zest Co Ltd and
PowerDial, the company's quarterly filing on Form 10-Q is expected
to be delayed."

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $3.30 million in total current
liabilities, $2.79 million in long-term debt, and a stockholders'
deficit of $1.45 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., 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 fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


INTERNATIONAL COAL: Reports $30.11 Million Net Income in 2010
-------------------------------------------------------------
International Coal Group, Inc., filed its annual report on Form
10-K with the U.S. Securities and Exchange Commission reporting
net income of $30.11 million on $1.17 billion of total revenue for
the year ended Dec. 31, 2010, compared with net income of
$21.52 million on $1.12 billion of total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.48 billion
in total assets, $725.43 million in total liabilities and
$754.26 million in total stockholders' equity.

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

                http://ResearchArchives.com/t/s?73e8

                   About International Coal Group

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

International Coal Group carries 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service, and
'B+' corporate credit rating from Standard & Poor's Ratings
Services.

In March 2010, Moody's said the ratings "continue to reflect ICG's
elevated cost structure amidst an uncertain price environment,
inherent operating risk at its mines, history of operating and
financial challenges, significant capital spending requirements,
and uncertainty regarding mine permitting obstacles particularly
given the large percentage of surface mine production."


ISTAR FINANCIAL: Taps JPMorgan to Arrange $3 Billion in Financing
-----------------------------------------------------------------
iStar Financial Inc. on Thursday said it has engaged J.P. Morgan
to arrange up to $3 billion in new senior secured credit
facilities, comprised of a $1.50 billion A-1 tranche due June 2013
and a $1.50 billion A-2 tranche due June 2014.

The two tranches are expected to have differing interest rates.

Amortization payments will be applied first to the A-1 tranche and
then to the A-2 tranche. The Company expects that the proceeds
from the new credit facilities will be used to refinance the
Company's secured bank facilities due to mature in June 2011 and
2012 as well as repay a portion of the Company's unsecured debt
maturing in 2011.  Outstanding borrowings under the facilities
will be collateralized by a first lien on a diversified $3.75
billion collateral pool, comprised primarily of performing loans
and CTL assets.

During the fourth quarter of 2010, iStar fully prepaid its
$1 billion First Priority Credit Facility due June 2012.
Repayment of the First Priority Credit Facility allows the Company
to repurchase additional debt and equity securities subject to
limitations under the terms of its remaining credit facilities.

The Company also redeemed its remaining $312.3 million principal
amount of 10% Senior Secured Notes due 2014 subsequent to year
end.  In connection with this redemption, the Company expects to
recognize deferred gains of approximately $109.0 million as a gain
on early extinguishment of debt during the first quarter of 2011.

The repayments of secured indebtedness gives the Company
additional flexibility by reducing the amount of collateral
pledged to the secured facilities and notes.

During the quarter, the Company also repaid its 6.0% senior
unsecured notes due December 2010. In addition, the Company
repurchased $50.6 million par value of its senior unsecured notes,
resulting in a gain on early extinguishment of debt of
$5.1 million.

"Having retired $2.5 billion of secured debt over the past year,
we are now well positioned to put in place a new senior credit
facility," said David DiStaso, iStar's chief financial officer.
"Once completed, we plan to continue to reduce outstanding
indebtedness and further enhance our balance sheet strength."

The Company cautions that it has not yet received commitments for
the new credit facilities and there can be no assurance that the
Company will be successful in its efforts to complete the new
credit facility or alternative financing to address its near term
debt maturities.  The failure to consummate the new credit
facilities or alternative financing could materially adversely
affect the Company and its ability to continue as a going concern.

The Wall Street Journal's A.D. Pruitt reports that the deal, if
successful, would enable iStar to refinance $2.2 billion in debt
maturing in June, a major step in shoring up its balance sheet.
The Journal notes iStar went through a restructuring in 2009 and
was considered a bankruptcy risk a year ago.  But its prospects
have greatly improved since then with the rise in commercial real-
estate values.

According to the Journal, some analysts were raising doubts as
recently as January about whether iStar would be able to raise
enough to repay all the debt coming due in June.  But Jay
Sugarman, iStar's chief executive, has predicted the company will
be able to repay creditors in full, the report says.

According to the Journal, David Chiaverini, an analyst at BMO
Capital Markets, said this latest development wasn't that
surprising.  "A more meaningful announcement is when the deal is
actually completed," he said.

As of Dec. 31, 2010, the Company had $504.9 million of
unrestricted cash versus $1.12 billion at Sept. 30, 2010.  The
Company's gross leverage was 2.4x at Dec. 31, 2010, essentially
unchanged from the prior quarter.  After giving effect to specific
reserves, the Company's net leverage was 3.8x at the end of the
year.

Also on Thursday, iStar reported net loss allocable to common
shareholders for the fourth quarter of $67.1 million, compared to
net loss allocable to common shareholders of $159.2 million for
the fourth quarter 2009.  Net income allocable to common
shareholders for the year ended Dec. 31, 2010, was $36.3 million,
compared to net loss allocable to common shareholders of $788.6
million for the year ended Dec. 31, 2009.

As of Dec. 31, 2010, iStar had $9.174 billion in total assets,
$7.478 billion in total liabilities, $1.362 million in redeemable
noncontrolling interests, $1.648 billion in total iStar Financial
Inc. shareholders' equity, $46.524 million in noncontrolling
interests, and $1.694 billion in total equity.

A copy of iStar's earnings release is available at
http://is.gd/iNWsaE

                       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.

                           *     *     *

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.


ISTAR FINANCIAL: Fitch Upgrades Issuer Default Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings expects to upgrade iStar Financial Inc.'s Issuer
Default Rating to 'B-' from 'C' upon the successful completion of
iStar's recently announced proposed senior secured credit
facilities transaction.

Fitch also expects to rate the new senior secured credit
facilities several notches above the IDR, given that the new
credit facilities would be secured by a first lien on a collateral
pool comprised primarily of performing loans and corporate tenant
lease assets.

The expected IDR upgrade is based on iStar's improved liquidity
profile, pro forma for the expected refinancing that would extend
certain of the company's debt maturities, relieving the overhang
of significant secured loan facility maturities in June 2011 and
June 2012.

While the new debt refinancing would not reduce the amount of
total debt outstanding, iStar's debt maturity profile would become
more manageable over the next two years, with only 29% of debt
maturing, down from 72% currently.  Given the mild improvement in
commercial real estate fundamentals and value stabilization, the
company's loan and real estate owned portfolio performance will
likely improve going forward, which should improve iStar's ability
to cover fixed charges and repay upcoming indebtedness.

Despite the improvement in debt maturity profile pro forma for the
refinancing transaction, the quality of the company's loan
portfolio continues to be challenged, with non-accrual loans
representing over 43% of iStar's gross loan portfolio balance as
of Sept. 30, 2010.  In addition, non-accrual and watch list loans
together represent approximately 54% of the company's gross loan
portfolio balance as of Sept. 30, 2010.  Approximately 60% of the
company's non-accrual loans is comprised of condominium and land
loans, and 70% of real estate owned or real estate held for
investment consist of condominium and land collateral,
illustrative of iStar's lending activities having been focused on
higher risk, and weaker performing collateral.

iStar's leverage (defined as net debt divided by annualized
3Q2010 recurring operating EBITDA before non-cash impairments
and provisions) of 17.6 times remains high.  Leverage has been
between 12.8x and 17.7x since the end of 2008.  On a book
capitalization basis, the company's leverage (defined as net debt
to undepreciated book value of equity) was 3.6x as of Sept. 30,
2010, which is down from 4.9x as of Dec. 31, 2009.

Fixed charge coverage (defined as recurring operating EBITDA
before non-cash impairments and provisions divided by the sum of
interest expense and preferred stock dividends) was approximately
1.3x for the 12 months ended Sept. 30, 2010, down from 1.4x and
1.7x for the years ended Dec. 31, 2009 and 2008, respectively.
This decline in coverage is due primarily to reduced interest
income due to an increased amount of non-performing loans.
Reported EBITDA may understate the company's earnings and cash
generation power, given that the accounting for non-performing
loans and real estate owned allows iStar to recognize income only
upon cash receipt or resolution of the loan.


ISTAR FINANCIAL: S&P Puts 'CCC' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on iStar Financial Inc., including its 'CCC' long-term
counterparty credit rating, on CreditWatch with positive
implications.

The CreditWatch is driven by iStar's announcement that it is in
the process of securing a new $3.0 billion senior secured credit
facility, which management will use to repay $1.65 billion of
secured bank debt due in 2011, $400 million of unsecured bank debt
due in 2011, and $950 million of secured bank debt due in 2012.

S&P's ratings on iStar remain limited by the severe credit-quality
deterioration it suffered during the downturn and a concentration
in highly cyclical commercial real estate.   Improvement in the
firm's capital levels and funding flexibility partly offset these
negative rating factors.  From 2007 through 2010, management
was able to execute a rapid pull-back in operations through a
protracted and severe recession in CRE markets.  Throughout this
period, S&P's analysis has consistently indicated that iStar would
not become insolvent.  Nevertheless, S&P lowered the rating to
'CCC' in July 2010, because a wall of $6.5 billion in debt
maturing in 2011 and 2012 called into question management's
ability to meet obligations on time without entering into a
distressed exchange.  Significant paydowns of that debt,
culminating in the proposed $3.0 billion refinancing transaction,
should alleviate medium-term liquidity concerns.

As S&P enters second-quarter 2011, the firm remains vulnerable to
another downturn in CRE markets if the moderate improvement in
market funding for CRE assets reverses.  In the longer term,
management envisions returning to a balance sheet with low
leverage and unsecured funding for its CRE assets.  Mending the
firm's portfolio, however, will likely take an extended period.

If iStar completes the $3.0 billion transaction as proposed,
S&P expects to upgrade iStar to 'B+' from 'CCC.' In the coming
weeks, S&P will analyze the collateral securing iStar's proposed
$3.0 billion senior secured credit facility to determine if the
issue will receive the same rating as the counterparty credit
rating or one notch higher.  In addition, when the proposed senior
secured credit facility is established, S&P expects to raise its
ratings on the firm's senior unsecured debt to 'B+' from 'CCC-'.


JAVO BEVERAGE: Wins Final Approval of $6-Mil. Factor Agreement
--------------------------------------------------------------
Javo Beverage Company received approval from the U.S. Bankruptcy
Court for the District of Delaware to sell accounts receivable
under a postpetition accounts receivable under a postpetition
accounts receivable factor program with Accord Financial, Inc., in
an amount not to exceed the lesser of (i) the current remaining
funding available under the parties' factor agreement, and (ii)
$6,000,000.

The DIP Factor Facility will provide the necessary liquidity and
working capital for the Debtor's operations.

Accord Financial, as the DIP Factor, will receive superiority
claims.

As reported by the Troubled Company Reporter, Javo Beverage on
Feb. 11 received final approval of $3.3 million in financing
provided by Coffee Holdings LLC.  The investor committed to
provide up to $3.151 million of financing, of which $500,000 plus
interest and any all other amounts due the prepetition loan will
be reserved for a dollar-for-dollar roll-up of a secured revolving
promissory note, dated Jan. 6, 2011, issued prepetition to Coffee
Holdings by the Debtor.

                        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 Jan. 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.

The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel.


JERRY MCGUIRE: Claims Court Denies Govt.'s Motion to Dismiss
------------------------------------------------------------
Jerry McGuire brought an inverse condemnation claim nine years ago
in a federal bankruptcy proceeding in district court in Arizona.
He alleges that the government took his leased property by
removing a bridge he used to access the northern portion of the
property.  He demands more than $2 million in compensation.  After
a trial and appeal, the United States Court of Appeals for the
Ninth Circuit held that exclusive jurisdiction over the merits of
Mr. McGuire's claim rests in the United States Court of Federal
Claims.  McGuire v. United States, 550 F.3d 903, 906 (9th Cir.
2008).  The Ninth Circuit remanded the case with instructions to
transfer it to the Federal Claims Court, and the Federal Claims
Court received it on June 10, 2009.

On Sept. 3, 2010, defendant moved to dismiss under Rules 12(b)(1)
and 12(b)(6) of the Rules of the United States Court of Federal
Claims.  Defendant argues that jurisdiction is lacking because the
claim never ripened, even though the Ninth Circuit found it ripe.
In the alternative, defendant moves for summary judgment under
RCFC 56(c) and asserts that McGuire has failed to show a legally
cognizable property interest, that McGuire cannot show a
compensable taking, and that the government's use of its public
safety power prevents a taking from being found.

Accordingly, Federal Claims Court Judge Bohdan A. Futey denied the
government's Motion To Dismiss.  The government's Motion For
Summary Judgment is denied in part and granted in part.  Issues of
material fact exist as to whether a legally cognizable property
interest exists for purposes of the Fifth Amendment, as to whether
a taking by loss of access occurred, and as to whether a
regulatory taking occurred under Penn Central Transportation Co.
v. City of New York. 438 U.S. 104 (1978).  The Court, however,
finds that summary judgment for defendant is proper on the issue
of Mr. McGuire's claim for a categorical taking under Lucas v.
S.C. Coastal Council, 505 U.S. 1003, 1019 (1992).  The parties are
directed to submit to the Court by March 18, 2011, a Joint Status
Report, including a proposed schedule of further proceedings.

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

Mr. McGuire filed for Chapter 11 bankruptcy relief in the United
States District Court of Arizona in June 2001.


JMC STEEL: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Beachwood, Ohio-based tubular products manufacturer JMC Steel
Group, including its 'B' corporate credit rating.  The outlook is
positive.

At the same time, S&P assigned a 'BB-' issue-level rating (two
notches higher than the corporate credit rating) to the company's
proposed $400 million senior secured term loan.  The recovery
rating is '1', indicating S&P's expectations of very high (90% to
100%) recovery in the event of a default.

Proceeds from the debt transaction along with equity from the
Zekelman family will be used to partially fund the acquisition of
a portion of Carlyle's shares, refund existing debt, and pay
transaction costs.  The company is planning $800 million in bank
financing, including a $400 million asset based loan (unrated),
which will be mostly undrawn at closing and a $400 million term
loan.  The company is also planning to raise an additional
$725 million in a capital markets transaction.  The ratings are
based on preliminary terms and conditions.

"The 'B' corporate credit rating on JMC reflects the company's
weak business risk profile and aggressive financial risk profile,"
said Standard & Poor's credit analyst Marie Shmaruk.  "The
company's business is characterized by volatile end markets,
exposure to volatile steel prices, and significant reliance on
nonresidential construction spending." Pro forma for the proposed
transactions, the company will have high debt levels; S&P estimate
that adjusted debt will be about $1.3 billion, approximately $300
million higher than currently, and trailing-12 month as of
December 2010 pro forma adjusted debt to EBITDA of more than 5.5x.

"S&P's rating and outlook are based on its view that stronger
steel end markets and rising steel prices are likely to result in
better credit measures by the end of the company's fiscal year
ending in September 2011," added Ms. Shmaruk.  In S&P's view,
EBITDA performance should be sufficient to support credit measures
in line with the 'B' corporate credit rating, and if market
conditions do not weaken materially by the end of the year, ratios
could strengthen to levels consistent with a higher rating.
Specifically, S&P expects JMC Steel's adjusted EBITDA to be in the
$250 million to $275 range and adjusted debt to EBITDA to be below
5x by the end of fiscal 2011.  However, if current steel prices,
which have increased by about 50%, are sustained, adjusted debt
could fall below 4.5x, which could result in a higher rating.

JMC Steel is one of North America's largest producers of
steel pipe and tubular products, with the capacity to produce
2.6 million tons annually.  The company maintains a good
competitive position in structural tube, standard pipe, and
electrical conduit products.  However, its end markets are
highly cyclical and commercial construction, which accounts
for the majority of its sales, remains weak, and Standard &
Poor's economists do not expect an uptick until 2012.

The positive rating outlook reflects S&P's expectation that
despite higher debt levels, credit metrics should improve over
the next few quarters as steel market conditions continue to
strengthen and the company benefits from rising steel prices.
S&P expects to see significant improvement in the fiscal second
quarter of 2011 and beyond, although pricing and demand is likely
to remain volatile.  Specifically, S&P currently expect adjusted
debt to EBITDA to decline to below 5x by the end of fiscal 2011.
In addition if market conditions remain strong adjusted debt to
EBITDA could trend below 4.5x through fiscal 2012, approaching
levels S&P considers in line with a higher rating.  However,
steel markets have been volatile during the past year and price
volatility could limit improvements.  Still, given current steel
market improvements, the company could perform better.  A positive
rating action may occur if the company is successful in reducing
and maintaining debt leverage below 4.5x.

An outlook revision to stable could occur if weaker market
conditions and continued steel volatility keep credit ratios from
improving beyond the 4.5x to 5.0x range.  In addition, a negative
action could occur if industry conditions deteriorate, reversing
the current positive momentum in operating results, and weakening
the company's financial metrics -- specifically if adjusted debt
to EBITDA is above 5x and FFO/Total debt below 15%.


JULIAN'S RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Julian's Restaurant Group, LLC.
        88 S Atlantic Avenue
        Ormond Beach, FL 32176

Bankruptcy Case No.: 11-01132

Chapter 11 Petition Date: February 22, 2011

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

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

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-01132.pdf

The petition was signed by Darija P. Vidas, president.


K-V PHARMACEUTICALS: Issues $32.3-Mil. in Class A Shares
--------------------------------------------------------
On Feb. 14, 2011, K-V Pharmaceutical Company entered into a
Securities Purchase Agreement with institutional purchasers for
the private placement of 9,950,000 newly issued shares of the
Company's Class A Common Stock, $.01 par value per share, at a
price of $3.25 per share.  Subject to the satisfaction of
customary closing conditions, the Private Placement is expected to
close on or about Feb. 17, 2011.

Pursuant to the Securities Purchase Agreement, the Company agreed
that for a period of 18 months following the closing of the
Private Placement the Purchasers will have a right of first offer
to purchase any offering for cash by the Company of shares of its
common stock or any other series or class of capital stock, or any
other securities convertible or exchangeable for the Company's
common stock or any other class or series of capital stock, but
that right will not apply to offerings of certain exempted
securities.  In connection with the Private Placement, the Company
also entered into a Registration Rights Agreement, dated Feb. 14,
2011, with the Purchasers pursuant to which it has agreed to use
its best efforts to prepare and file, as soon as reasonably
practicable but in no event later than June 15, 2011, a
registration statement with the Securities and Exchange Commission
to register the Shares for resale, and to use its best efforts to
cause the Registration Statement to become effective as promptly
as possible, but in any event prior to July 15, 2011.  The Company
will be required to pay certain cash amounts as liquidated damages
of 1.5% of the aggregate purchase price of the Shares that are
registrable securities, as defined, per month if it does not meet
certain of its obligations under the Registration Rights Agreement
with respect to the registration of the Shares.

Full-text copies of the Securities Purchase Agreement and the
Registration Rights Agreement are available for free at:

               http://ResearchArchives.com/t/s?73d7
               http://ResearchArchives.com/t/s?73d8

The aggregate offering price of the Shares to be sold in the
Private Placement is approximately $32.3 million, of which an
aggregate of approximately $1.94 million will be paid to the
placement agent, Jefferies & Company, Inc., for its services in
connection with the Private Placement.

                     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 Jan. 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.


KING SPORTS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: King Sports, LLC
        1625 Glenns Bay Road
        Surfside Beach, SC 29575

Bankruptcy Case No.: 11-01108

Chapter 11 Petition Date: February 22, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Richard R. Gleissner, Esq.
                  GLEISSNER LAW FIRM, LLC
                  3610 Landmark Drive, Suite G
                  Columbia, SC 29204
                  Tel: (803) 603-2228
                  E-mail: rick@gleissnerlaw.com

Scheduled Assets: $2,133,169

Scheduled Debts: $983,401

The list of 20 largest unsecured creditors contains only one
entry:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Randy Bagley             Money Loaned           $57,101
P.O. Box 14721
Surfside Beach, SC 29587

The petition was signed by William M. McKown, member.


LIFEMASTERS SUPPORTED: Plan Outline Hearing Continued to March 10
-----------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California has further adjourned to March 10,
2011, at 10:30 a.m., the hearing to consider adequacy of the
Disclosure Statement explaining the proposed Plan of
Reorganization for LifeMasters Supported SelfCare, Inc.

The Disclosure Statement hearing was previously set for Dec. 9,
2010.

LifeMasters and the Company's official committee of unsecured
creditors are the proponents of the Plan.

As reported in the Troubled Company Reporter on April 30, 2010,
the Plan will be funded entirely by the estate funds and any
recovery of funds obtained from the pursuit of any avoidance
causes of action, including the lawsuit against defendants.
Secured claims will be paid in full out of the estate funds or by
setoff against deposit.  Priority claims will be paid in full out
of the estate funds.  General unsecured claims amounting to
$128,670 will be paid from the remaining estate funds on a pro
rata basis.  The Debtor estimates that holders of Class 3 allowed
claims will receive a distribution of 8.9% if the $108 million in
claims asserted by Center for Medicare and Medicaid Services are
allowed in full and will receive a distribution of 100% if the
claims asserted by CMS are allowed in the amount of $5.5 million
or less.  Equity interests will be paid from the remaining estate
funds on a pro rata basis.

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

               About LifeMasters Supported SelfCare

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 09-19722) on Sept. 14, 2009.  Attorneys at Levene, Neale,
Bender, Rankin & Brill L.L.P. serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Chapter 11 filing.


LONE TREE: Initial Hearing on Plan Confirmation Set on March 3
--------------------------------------------------------------
Judge Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for the
Southern District of New York scheduled a March 3, 2011 initial
hearing to consider confirmation of Lone Tree Investments, LLC and
its debtor affiliates' Joint Plan of Reorganization.  The
bankruptcy judge approved the disclosure statement accompanying
the Plan on Jan. 25, 2011.

The disclosure statement relates that the Plan will be funded by a
post-confirmation credit facility from Flagstaff Acquisitions,
LLC, continued operations of the golf facilities, the sales of
real estate and sales of Club Memberships.

The disclosure statement provides that allowed general unsecured
claims totaling $1,340,000 will be determined by the Bankruptcy
Court or by agreement of the parties.

Johnson Bank, owed $24.3 million under a prepetition revolving
loan, filed an objection to the disclosure statement, which
objection has been satisfied by the filing of the First Amended
Joint Disclosure Statement

Objections to confirmation of the Plan are due Feb. 25.  Ballots
to the Plan must be elivered on or before Feb. 25.

                        The Chapter 11 Plan

According to the Disclosure Statement, the Debtors intend to
continue operating The Pine Canyon Club and facilities as well as
continue its business as a developer of residential homes in the
Pine Canyon community.  The Debtors intend to continue to develop
and sell homes and residential lots in order to fund their
reorganization.  The Debtors' current inventory includes three
single-family residences, three condominiums, two townhomes,
20 lots on which additional townhomes can be constructed, and
80 residential lots located within the Property.

Additionally, pursuant to the Plan, the Debtors will sell to
Johnson Bank, or the highest bidder, pursuant to 11 U.S.C. Sec.
363 of the Bankruptcy Code, certain of the Debtor's real property.

The value of the property sold, according to the ATI Appraisal, is
in excess of $18.0 million.  The sale will be conducted under
these terms and conditions:

   1. Johnson Bank must credit bid a minimum of $17.0 million.

   2. Other bidders may make bids, so long as the opening bid
      exceeds $17.0 million. Increments thereafter will be in the
      amount of $100,000.

   3. The sale will be advertised in newspapers of general
      circulation in Maricopa and Coconino Counties, as well as
      other media agreed upon between the Debtors and Johnson
      Bank, or as ordered by the Court.

   4. The Court will enter an order transferring the property free
      and clear of liens and interests to the high bidder.

   5. The Court will make a fining of a good faith sale under
      Section 363(m).

   6. Purchasers of the property sold shall be entitled to the
      same rights with regard to the Pine Canyon Golf Club
      facilities and memberships, as purchasers of the property
      retained by the Debtors.

   7. The property sold will remain subject to any existing
      covenants, conditions and restrictions.

   8. The remaining balance due and owing to Johnson Bank on its
      Allowed Secured Claim will be the lesser of $8.0 million or
      the remaining amount after crediting the Johnson Bank claim
      with the high bid from the 363 sale.

   9. The remaining obligation to Johnson Bank shall mature and
      become dully due and payable on the 10th anniversary of the
      Effective Date.

The assets to be sold are:

  * Lots 9-52 and 57-60, Final Plat of Mountain Vista Condominium
    at Pine Canyon, according to the plat recorded in instrument
    no. 3430465, records of Coconino County, Arizona.

  * Tract 3F, FINAL PLAT OF DEER CREEK CROSSING UNIT ONE AT PINE
    CANYON, according to the plat recorded in Instrument No.
    3450516, records of Coconino County, Arizona.

  * Tracts 6, 7, 22 and 23, the Estates at Pine Canyon Unit One,
    according to the plat of record in Case 8, Map 92, records of
    Coconino County, Arizona.

  * Tract 9, The Estates at Pine Canyon Unit One, according to the
    plat of record in Case 8, Map 92, records of Coconino County,
    Arizona excepting therefrom any portion that has been
    resubdivided into the Estates at Pine Canyon Unit two.

                        Avoidance Actions

Johnson Bank claims to be secured by certain personal property
owned by the Debtors.  The Debtors have or will be filing an
avoidance action under Section 544 of the Bankruptcy Code, seeking
to avoid the claimed lien on the Debtors' personal property.

The Debtors are also analyzing the claim of San Francisco Peaks
Associates LP relating to an alleged agreement to transfer a Deer
Creek lot in satisfaction of its claim.

                       Creditor Recoveries

According to the Debtors' Schedules, the amount of Johnson Bank's
secured claim as of the Petition Date was $24,275,826, with
$412,251 already paid postpetition.  Based upon the ATI Appraisal,
the value of the collateral securing Johnson Bank's claim was
$60,120,000.  Accordingly, Johnson Bank's claim is oversecured and
will accrue interest, at the Plan Rate, as of the Petition Date
until the claim is paid in full.

The Debtors estimate that the claims of Club Members arising from
their respective golf membership deposits total $13 million.  The
Debtors intend to assume the Membership Plan and each Golf
Membership Agreement.  The Golf Membership Plan as it existed pre-
petition, will not be modified, except that instead of the members
being entitled to a refund of their Membership Deposit in 30
years, they will receive a refund of 100% of the amount of their
deposit (as it existed on the Petition Date), on the date that is
25 years after the date the membership was issued if the Golf
Member does not resign within 25 years.  No interest will be paid
on such refund.

The Debtors estimate that the claims of Club Members arising from
their right to a refund of their respective sports membership
deposits total approximately $500,000.  The Debtors intend to
assume the Membership Plan and each Sports Membership Agreement.
TheSports Membership Plan as it existed prepetition will not be
modified, except that the members will receive a refund of 100% of
the amount of their deposit (as it existed on the Petition Date),
on the date that is 25 years after the date the membership was
issued if the Sports Member does not resign within 25 years.  No
interest will be paid on the refund.

According to the Debtors' Schedules, the principal amount of the
claim of Flagstaff Acquisitions, LLC is approximately $17,800,000
arising from Pre-Petition Advances to the Debtors for business
operations.  The allowed unsecured claim of Flagstaff will be paid
in full after the allowed secured claim of Johnson Bank and the
allowed claims of unsecured creditors have been paid in full.
Interest will accrue and will be paid at the Plan Rate.  This
Class is impaired under the Plan.

According to the Debtors' Schedules, the principal amount of the
claim of O'Connor Investment Partnership is approximately
$1,000,000.  The allowed unsecured claim of O'Connor Investment
Partnership shall be paid in full after the secured claim of
Johnson Bank and the allowed claims of unsecured creditors have
been paid in full.  Interest will accrue and will be paid at the
Plan Rate.  This Class is impaired under the Plan.

The Debtors estimate that other creditors currently hold unsecured
claims in the approximate amount of $1,340,000.  Commencing on the
Effective Date, the claims will be paid in full, in equal
quarterly payments of principal and interest over a term of 18
months. Interest will accrue and will be paid at the Plan Rate.
This Class is impaired under the Plan.

Flagstaff Acquisitions and Central and Osborn Properties, Inc.
will retain their equity interests in the reorganized Debtors.

                Post-Confirmation Credit Facility

Flagstaff Acquisitions will extend a post-confirmation credit
facility.  The Reorganized Debtors will issue to Flagstaff
Acquisitions a Revolving Line of Credit Multiple Advance
Promissory Note providing for a line of credit in an amount up to
$5,000,000.  The Note will mature and become fully due and payable
on the fifth anniversary of the Effective Date.  The Note will
bear interest at 15% per annum.

The Reorganized Debtors will make quarterly interest only payments
to Flagstaff Acquisitions for the duration of the Note's term.
The first interest only payment will be made 90 days after the
Effective Date, and each quarterly payment thereafter will be made
on the first business day of each subsequent quarter through to
the maturity date.  Additionally, thirty 30% of the net sale
proceeds generate through the sale of any of the Retained Property
shall be remitted to Flagstaff, to a maximum of the amount then
due to Flagstaff and applied to the outstanding balance.
Flagstaff will be granted a first-position lien on the Retained
Property.

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

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

Attorneys for the Debtors can be reached at:

    John J. Hebert, Esq.
    Mark W. Roth (#010708)
    Mary B. Martin (#019196)
    Wesley D. Ray (#026351)
    POLSINELLI SHUGHART PC
    CityScape Plaza
    One E. Washington, Suite 1200
    Phoenix, AZ 85004
    Tel: (602) 650-2000
    Fax: (602) 264-7033
    E-mail: PhoenixBankruptcyECF@polsinelli.com
            jhebert@polsinelli.com
            mroth@polsinelli.com
            mmartin@polsinelli.com
            wray@polsinelli.com

                    About Lone Tree Investments

Lone Tree Investments, LLC, is the primary developer of Pine
Canyon, a 620-acre private residential golf course community in
Flagstaff, Arizona. To date, Lone Tree has sold 273, and still
owns 38, fully developed "estate lots" of a half-acre or larger
which are entitled for single-family residences.  It also owns all
of the undeveloped parcels in the subdivision that are intended
for future residential housing.

Flagstaff Acquisitions, LLC, owns 99% of Lone Tree, and Central
and Osborn Properties, Inc., which serves as manager of Lone Tree,
owns the remaining 1%.

Creekside Village Homes, LLC, a wholly owned subsidiary of Lone
Tree, has constructed and sold 92 single-family homes within the
Creekside neighborhood of Pine Canyon.

Deer Creek Crossing, LLC, a wholly owned subsidiary of Lone Tree,
is the developer of the newest neighborhood in Pine Canyon.  It
was originally platted for 38 single-family residential lots and
marketed as another "turnkey" area.  No such sales have been made
and, recently, seven of the 38 parcels were re-platted to 11
"cabin" lots on which smaller single family residences could be
built.

Elk Pass, LLC, a wholly-owned subsidiary of Lone Tree, is
developing the initial townhome neighborhood of Pine Canyon.
There are 23 planned buildings, with two attached residences in
each.  Thirteen buildings (26 residences) have been constructed
and 24 of the residences have been sold.

Mountain Vista at Pine Canyon, LLC, a wholly owned subsidiary of
Lone Tree, is developing 60 condominiums at Pine Canyon.  Three of
the planned 15 four-unit buildings (12 unit's total) have been
completed and nine of those units have been sold.

Pine Canyon Golf, LLC, a wholly owned subsidiary of Lone Tree,
operates The Pine Canyon Club and owns no real property.  It
manages the Clubhouse, golf course, fitness center and spa, pro
shop, tennis courts, swimming pools, children's activities, and
other club amenities.

Lone Tree, together with its five affiliates, filed for Chapter 11
bankruptcy protection on August 24, 2010 (Bankr. D. Ariz. Lead
Case No. 10-26776).  Lone Tree estimated its assets at $50 million
to $100 million and debts at $10 million to $50 million.

Polsinelli Shughart, P.C., serves as the Debtors' bankruptcy
counsel.  The Debtors also tapped Gammage & Burnham, P.L.L.C, as
special counsel.  Udall Law Firm L.L.P. acts as special litigation
counsel.  The Debtors also hired Guest, Schutte, Cosper &
Ledbetter, L.L.P. to assist with the accounting during their
reorganization and review the Debtors' financial statements.

The U.S. Trustee was unable to appoint a Committee of Unsecured
Creditors.


LYONDELL CHEMICAL: Unit Loses Fight Over $74-Million Glidden Claim
------------------------------------------------------------------
Bankruptcy Law360 reports that Judge Miriam Goldman Cedarbaum of
the U.S. District Court for the Southern District of New York on
Friday refused to overturn a bankruptcy court's order that may
force a Lyondell Chemical Co. affiliate to pay $73.5 million in
environmental and other contractual obligations related to the
decades-old sale of The Glidden Co.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 on April 24,
2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MALIBU ASSOCIATES: Has Access to U.S. Bank's Cash Until June 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Malibu Associates, LLC, and the
U.S. Bank National Association, authorizing the Debtor to access
the cash collateral until June 30, 2011.

The U.S. Bank is a national banking association that serves as
successor-in-interest to the Federal Deposit Insurance
Corporation, receiver for California National Bank.

The stipulation provides for:

   -- the Debtor to be in compliance with the budget long as:
      (i) the aggregate expenditures for all categories, other
      than the $10,000 per month management fee, do not exceed the
      budgeted aggregate expenses by more that 15%; and (ii) the
      expenditures with respect to any particular category of
      expenses, other than $10,000 per month management fee, do
      not exceed by more than 20%; and that the Debtor will
      provide or obtain any notice or order of the Court before
      any expense is paid that requires prior notice or order of
      the Court, including payments regarding insider
      compensation.

   -- as adequate protection for the Debtor's cash collateral use,
      the bank will have a replacement lien on all postpetition
      property of the same type and character as the property to
      the bank's prepetition lien extended.

   -- as additional adequate protection, the Debtor will provide
      the bank with reports and information related to the
      Debtor's use of the cash collateral as the bank may
      reasonably request.

The U.S. Bank is represented by Joshua D. Wayser, Esq.

The Debtor is represented by:

     Marc S. Cohen, Esq.
     Ashleigh A. Danker, Esq.
     KAYE SCHOLER LLP
     1999 Avenue of the Stars, Suite 1700
     Los Angeles, California 90067
     Tel: (310) 788-1000
     Fax: (310) 788-1200
     E-mail: mcohen@kayescholer.com
             adanker@kayescholer.com

                    About Malibu Associates, LLC

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11 on
November 3, 2009 (Bankr. C.D. Calif. Case No. No. 09-24625).
Ashleigh A. Danker, Esq., at Kaye Scholer LLP represents the
Debtor in its restructuring effort.  The Company disclosed assets
of $42,853,592, and debts of $35,758,538 as of the Petition Date.

The Court extended the Debtor's exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until
February 4, 2011, and April 4.  To date, the Debtor hasn't filed a
motion for an extension of its exclusivity periods.


MANOR VENTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Manor Ventures LLC
        c/o Lowenthal & Kofman, PC
        2001 Flatbush Avenue
        Brooklyn, NY 11234

Bankruptcy Case No.: 11-41337

Chapter 11 Petition Date: February 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: M. David Graubard, Esq.
                  KERA & GRAUBARD
                  240 Madison Avenue, 7th Floor
                  New York, NY 10016
                  Tel: (212) 681-1600
                  Fax: (212) 681-1601
                  E-mail: zaidiekgh@aol.com

Scheduled Assets: $956,500

Scheduled Debts: $1,102,335

The Company did not file a list of creditors together with its
petition.

The petition was signed by Charles Kofman, manager and member.


MB AIRMONT: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MB Airmont Farms LLC
        1686 E. Gude Drive
        Rockville, MD 20850

Bankruptcy Case No.: 11-13441

Chapter 11 Petition Date: February 22, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Lawrence A. Katz, Esq.
                  VENABLE, LLP
                  8010 Towers Crescent Drive, Suite 300
                  Vienna, VA 22182
                  Tel: (703) 760-1921
                  Fax: (703) 821-8949
                  E-mail: lakatz@venable.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 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb11-13441.pdf

The petition was signed by John B. Corgan, president of Mitchell &
Best Homebuilders LLC, Debtor's managing member.


MCKESSON CORP: Moody's Affirms P)Ba1 Preferred Shelf Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Baa2 to McKesson
Corporation's new senior unsecured note offering.  Proceeds
will be used to refinance debt assumed in conjunction with
the December 2010 acquisition of US Oncology Holdings, Inc.
At the same time, Moody's affirmed McKesson's existing ratings
(Baa2/Prime-2) and stable outlook.  In addition, Moody's is
withdrawing the ratings of both US Oncology Holdings, Inc.,
and US Oncology, Inc., concluding Moody's rating review, which
was initiated when the acquisition was announced.

                        Ratings Rationale

"While this incremental debt does reduce McKesson's financial
flexibility, it is consistent with Moody's expectations at the
time the US Oncology acquisition was announced,'' said Diana Lee,
a Moody's Senior Credit Officer.

US Oncology is among the largest acquisitions that McKesson has
made in the recent past and came on the heels of an accelerated
buyback initiative.  Moody's believe US Oncology will offer
McKesson greater opportunities to partner with community-based
oncologists and augment its existing specialty distribution
business.  However, prior to being acquired, US Oncology's EBITDA
levels and margins had been under pressure as tougher ESA
(erythropoietin-stimulating agent) prescribing guidelines for
treating anemia in cancer patients affect profitability.  Moody's
believe that the impact of further requirements or guidelines,
including the potential for CMS to issue a national coverage
decision on the use of ESAs (specifically Aranesp) is unknown at
this time.

McKesson's Baa2 rating reflects its position as one of the
nation's leading drug distributors, but also considers extremely
thin operating margins that remain subject to pressure from
customers.  Compared to its peers, however, McKesson does benefit
from its higher margin technology solutions business, which
accounts for about 15-20% of operating profits.

The stable outlook reflects Moody's expectation that McKesson will
sustain, at a minimum, financial strength ratios consistent with
its Baa2 rating (including FCF/Debt of 20% and RCF/Debt in the
40%-45% range).  It further assumes that the company is likely to
maintain leverage below the upper end of its 30-40% target
reported Debt/Capitalization ratio.

If future debt-financed acquisitions or buybacks raise leverage
above the company's targeted debt/capitalization ratio, or margins
show material deterioration, the ratings or outlook could come
under pressure.

In light of the incremental debt assumed from the acquisition of
US Oncology, an upgrade is unlikely over the foreseeable future.
Over time, if the company can achieve ongoing margin improvement
and greater balance across its various distribution and IT
segments, and can demonstrate a return to more conservative
financial policies, the ratings could face upward pressure.

Ratings assigned:

McKesson Corporation

* Baa2 new senior unsecured notes

Ratings affirmed:

McKesson Corporation

* Baa2 Senior unsecured notes
* Prime-2 Short-term rating
* Baa2 Backed Industrial Revenue Bonds
* (P)Baa2 Senior unsecured shelf
* (P)Baa3 Subordinated shelf
* (P)Baa3 Senior subordinated shelf
* (P)Baa3 Junior subordinated shelf
* (P)Ba1 Preferred shelf

McKesson Canada Corporation

* Prime-2 Short-term rating

Ratings withdrawn:

US Oncology Holdings, Inc.

* B2 CFR
* 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

The last rating action for McKesson was taken on June 21, 2010,
when Moody's raised the company's long- term and short-term
ratings to Baa2 and Prime-2, respectively.

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

McKesson Corporation, located in San Francisco, California, is a
leading pharmaceutical drug distributor.  Its information systems
business provides software and hardware support to a large portion
of the nation's hospitals.  The Company reported revenues of
nearly $110 billion for the twelve months ended Dec. 31, 2010.


MEMC ELECTRONIC: S&P Assigns 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB' corporate credit rating to MEMC Electronic
Materials Inc.

At the same time, S&P assigned its preliminary 'BB' issue-level
rating and a preliminary '4' recovery rating to the company's
proposed $500 million senior unsecured notes due 2019.  The '4'
rating indicates that unsecured creditors can expect average (30%-
50%) recovery in the event of a payment default.  The outlook is
stable.

The rating on MEMC reflects a fair business profile and
intermediate financial profile.  S&P's business risk assessment
reflects its view of the company's growing exposure to the solar
energy industry and its mid-tier competitive position in a highly
cyclical industry.  Offsetting these weaknesses are the company's
internal sourcing of polysilicon, its diversified businesses, its
position on the solar value chain, and the market position and
project pipeline of its solar power development segment.  The
intermediate financial profile reflects the necessity for the
company to deliver on optimistic growth forecasts and minimize
margin compression to maintain stability in its credit metrics.

MEMC designs, manufactures, and sells silicon wafers to the
semiconductor device and solar industries.  In addition, the
company develops, finances, monitors, and operates solar
photovoltaic power plants.  MEMC engages in three reportable
industry segments: semiconductors materials, solar materials, and
solar energy.

The stable outlook reflects MEMC's market position in different
industry segments, with favorable growth prospects and adequate
liquidity that can curtail cash flow volatility.  Upside potential
for the rating is possible if management successfully delivers on
plans for growth in the solar businesses.  S&P could lower the
rating, however, if leverage went up to 4x adjusted EBITDA because
of a weaker operating performance due to economic conditions or if
the company cannot realize projected growth across its industry
segments.


MICHAEL W. CURTIS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Michael W. Curtis Realty, LLC
        3325 S. Avenue 8E, Suite 11
        Yuma, AZ 85365

Bankruptcy Case No.: 11-04517

Chapter 11 Petition Date: February 23, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Michael W. Curtis, manager.



MICHAELS STORES: Fourth Quarter Sales Increase by 2.4%
------------------------------------------------------
Michaels Stores, Inc., announced net sales for the quarter ended
Jan. 29, 2011 were $1.331 billion, a 2.4% increase over last
year's net sales of $1.299 billion.  Same-store sales for the
quarter increased 0.7% due to a 0.3% increase in average ticket
and a 0.4% increase in transactions.  The fluctuation in exchange
rates between the Canadian and US dollars favorably affected same-
store sales for the fourth quarter by approximately 40 basis
points.

For the year, net sales increased 3.7% to $4.031 billion as a
result of a 2.5% increase in same-store sales and $47 million in
sales from new stores.  The increase in same-store sales was
driven by 1.3% increase in transactions, a 1.2% increase in
average ticket including a favorable currency translation of
approximately 70 basis points.

Year-end debt levels totaled $3.668 billion compared to $3.803
billion as of the end of fiscal 2009.  The decrease is primarily
the result of repayments of the Company's Senior Secured Term Loan
totaling $228 million partially offset by $50 million of non-cash
accretion associated with the Company's 13% Junior Discount Notes
and an incremental $44 million associated with the refinancing of
our 10% Senior Notes due 2014.  Repayments of the Senior Secured
Term Loan include an excess cash flow payment of $118 million made
in the first quarter and voluntary prepayments totaling $110
million made during the fourth quarter.

The Company's cash balance at the end of fiscal 2010 was $319
million, an increase of $102 million over last year's ending
balance.  The Company had no borrowings outstanding and $604
million of availability under its revolving credit facility.
Subsequent to year-end, the Company made an additional voluntary
prepayment of $50 million toward its Senior Secured Term Loan.

The Company also announced that on Feb. 28, 2011, Chuck Sonsteby,
Chief Administrative Officer and Chief Financial Officer, and
Thomas Melito, Vice President - Treasurer, will present at the
2011 JPMorgan Global High Yield & Leveraged Finance Conference in
Miami, Florida.  A copy of the presentation will be made available
on its corporate web site at www.michaels.com under the Investor
Relations section.

As a reminder, the Company plans to release its fourth quarter
results on Thursday, March 24, 2011, and will conduct a conference
call at 8:00 a.m. CT on that date.  Those who wish to participate
in the call may do so by dialing 866-425-6198, conference ID#
34790384.  Any interested party will also have the opportunity to
access the call via the Internet at www.michaels.com.  To listen
to the live call, please go to the website at least fifteen
minutes early to register and download any necessary audio
software.  For those who cannot listen to the live broadcast, a
recording will be available for 30 days after the date of the
event.  Recordings may be accessed at www.michaels.com or by phone
at 800-642-1687, PIN # 34790384.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 31, 2010, showed $1.78 billion
in total assets, $4.54 billion in total liabilities, and a
stockholders' deficit of $2.76 billion.

                           *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MIDTOWN DEVELOPMENT: Court Wants Disclosure Statement Amended
-------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker has directed Midtown Development
Group, Inc., to amend the disclosure statement explaining its plan
of reorganization.  The Debtor filed a "Combined Plan of
Reorganization and Disclosure Statement" on Feb. 11.  Judge Tucker
on Feb. 18 cited various problems in the disclosure statement that
the Debtor must correct.  The Debtor was required to submit an
amended combined plan and disclosure statement by Feb. 24.  A copy
of Judge Tucker's order is available at http://is.gd/fXYP9Ffrom
Leagle.com.

Midtown Development Group, Inc., based in Detroit, Michigan, filed
for Chapter 11 bankruptcy (Bank. E.D. Mich. Case No. 11-41301) on
Jan. 16, 2011.  Sheldon S. Toll, Esq. -- lawtoll@comcast.net -- at
SHELDON S. TOLL PLLC, serves as bankruptcy counsel.  In its
petition, Midtown listed $1 million to $10 million in both assets
and debts.


MILLENNIUM MULTIPLE: Files Liquidation Plan & Disc. Statement
-------------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan submitted to the
U.S. Bankruptcy Court for the Western District of Oklahoma a
Chapter 11 Plan of Liquidation and accompanying Disclosure
Statement on February 17, 2011.  Jonathan Cocks, chairman and
general manager of Millennium, signed the Plan.

The Plan calls for an orderly liquidation of the Debtor's assets
and the distribution of the proceeds to the Debtor's creditors and
participants.  All of the Participants have been placed in Class 4
and receive equal treatment in this Class.

The Debtor believes that the Plan satisfies all of the statutory
requirements of the Bankruptcy Code for confirmation and that the
Plan is proposed in good faith.

The Disclosure Statement discusses the confirmation process and
the voting procedures that holders of claims against the Debtors
must follow for their votes to be counted.  The Disclosure
Statement describes the Plan's terms and provisions, including
certain alternatives to the Plan, effects of confirmation of the
Plan, risk factors associated with the Plan, and the manner in
which distributions will be made under the Plan.  The Disclosure
Statement also describes certain implications of confirming the
Plan with respect to the Internal Revenue Service and Employee
Retirement Income Security Act of 1974.

                       Treatment of Claims

The Plan proposes certain treatments for the various claims and
interests in the Debtors.

A. Administrative Claims.  Each Allowed Administrative Claim
   will, unless otherwise agreed, be paid by the Millennium
   Liquidation Trustee either:

   -- in full in Cash by no later than the later of:

      * 15 days after the Plan's Effective Date; or

      * 15 days after becoming an Allowed Administrative Claim;
        or

   -- if the holder of an Allowed Administrative Claim files an
      election to receive a different treatment, its claim will
      be paid as agreed.

B. Classes of Claims.  The Debtor has created five Classes of
Creditor Claims.

Class 1.  Priority Claims.  Upon becoming an Allowed Priority
          Claim, each holder of the Claim will receive:

          -- the amount of the Allowed Priority Claim, in cash,
             on or as soon as practicable after the latest of:

             * 15 days after the Effective Date;

             * the date that is 15 Business Days after the Claim
               becomes an Allowed Priority Claim; or

             * the date upon which the Millennium Liquidation
               Trustee obtains sufficient funds to pay Allowed
               Priority Claims; or

          -- the time dictated by other treatment as may be
             agreed upon by the holder of the Claim and the
             Debtor or the Millennium Liquidation Trustee, as
             applicable.

Class 2.  Secured Claims.  Upon becoming an Allowed Secured
          Claim, each holder of the Claim will receive:

          -- the amount of the Allowed Secured Claim, in cash, on
             or as soon as practicable after the latest of:

             * 15 days after the Effective Date;

             * the date that is 15 Business Days after the Claim
               becomes an Allowed Secured Claim; or

             * the date upon which the Liquidation Trustee
               obtains sufficient funds to pay Allowed Secured
               Claims;

          -- all collateral securing the Allowed Secured Claim;
             or

          -- other treatment as may be agreed upon by the holder
             of the Claim and the Debtor or the Millennium
             Liquidation Trustee, as applicable.

Class 3.  Unsecured Claims Other than Participants.  The Plan
          provides that $500,000 in cash, and no more, will be
          set aside for the payment of Allowed Class 3 Claims.
          If the Class 3 Claims that become Allowed total less
          than $500,000, all Allowed Class 3 Claims will be paid
          in full in cash upon the resolution of all asserted
          Class 3 Claims.  Upon the resolution of all asserted
          Class 3 Claims, if the Class 3 Claims that become
          Allowed total more than $500,000, each holder of an
          Allowed Unsecured Claim in Class 3 will receive its Pro
          Rata Share of the $500,000 set aside for Class 3, plus
          its Pro Rata Share of any interest that may accrue on
          the $500,000 while Class 3 claims are being resolved.
          If there are funds in excess of the funds necessary to
          pay all Allowed Class 3 Claims, the excess will be used
          for the benefit of Allowed Class 4 Claimants.

Class 4.  Participant Claims.  On the Effective Date, each
          Participant, who files a claim, will:

          -- have an Allowed Participant Claim equal to his or
             her Life Benefit, as calculated in accordance with
             the Plan;

          -- have an option to purchase the Life Policy insuring
             the life of the Participant, as provided in the
             Plan; and

          -- will receive his or her Life Benefit, as provided in
             the Plan, from the Millennium Trust, in full
             satisfaction, settlement, release, extinguishment,
             and discharge of his or her Allowed Participant
             Claim and any other Claim asserted against the
             Debtor or its Estate by the Participant.

Class 5.  Subordinated Claims.  Holders of Claims in Class 5
          consist of creditors, who have either by agreement or
          by Court order subordinated the repayment on their
          claim to holders of Administrative Claimants and
          holders of Claims in Classes 1 through 4.  There are no
          creditors, who will be treated in Class 5 as of the
          filing of the Disclosure Statement.  Class 5 has been
          created to assure that any creditor whose claim is
          subordinated through future litigation or through
          claims objection has a class in which their claim will
          be treated.

          Each holder of an Allowed Subordinated Claim will be
          paid its pro rata share of the assets, if any exist, of
          the Millennium Liquidation Trust after the payment in
          full by the Millennium Liquidation Trustee of all
          Allowed Administrative Claims and all Allowed Claims in
          Classes 1, 2, 3 and 4.  Claimants in Class 5 are
          impaired.

Notwithstanding the provision for payment in full of
Administrative Claims, Class 1, Class 2 and Class 3 Claims on the
Effective Date, every voting class has been deemed impaired and
votes will be solicited from holders of claims in each Class.

To confirm the Plan in accordance with the Bankruptcy Code, the
Debtor estimates that it must have cash in the amount of $6
million to $8 million to pay all potentially allowable
Administrative Claims and creditors in Classes 1, 2, and 3 on the
Effective Date.

Copies of the Plan and Disclosure Statement are available for free
at:

   * http://bankrupt.com/misc/MMEWBP_Plan_02172011.pdf
   * http://bankrupt.com/misc/MMEWBP_DS_02172011.pdf

                    About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MISSION REAL: Disclosure Statement Hearing Set for March 1
----------------------------------------------------------
Judge Barry Russell of the U.S. Bankruptcy Court for the Central
District of California will commence a hearing on March 1, 2011,
at 10:00 a.m., to consider the adequacy of the Debtors' Disclosure
Statement accompanying its Joint First Amended Plan of
Reorganization filed on Jan. 24.

Debtors Mission Real Associates, LLC, Bundy Dimes, LLC, and Bunwil
Capital, LLC, proposed the Plan.

At the Disclosure Statement Hearing, Judge Russell will:

   -- consider the adequacy of the information contained in the
      Disclosure Statement and any objections or modifications
      thereto;

   -- fix a date for the mailing of the Plan and the Disclosure
      Statement to all creditors holding allowed claims and to
      interest holders;

   -- fix a date for the hearing on the confirmation of the Plan;

   -- fix a time within which the holders of allowed claims or
      interests may vote to accept or reject the Plan; and

   -- fix a time within which the holders of claims or interests
      may file objections to confirmation of the Plan.

Any objections to the Disclosure Statement must be filed and
served not less than 14 days prior to the March 1 hearing.

                            The Plan

Under the Plan, the Debtors, as Plan Proponents, seek to
accomplish payments by distributing proceeds of the sale of
substantially all of the estate assets, which sale has already
occurred.  The funding for the Plan will come from the Debtors'
interests in proceeds from the sale of the Wilshire Bundy
Property, liquidation of non-Cash assets and Cash on hand as of
the Plan's Effective Date.

The Debtors anticipate that they will have sufficient cash to pay
all Allowed Claims, and reserve for all Disputed Claims, plus
postpetition interest as allowable by law on the Effective Date.
Accordingly, there are no Impaired Classes of Creditors in the
Plan.

The Plan also provides for distributions to Interest Holders in
accordance with their respective interests and reservation of the
distributions to Interest Holders in instances where there are
competing Claims as to those Interests.

The Effective Date of the Plan is the 15th day following the
occurrence of all of these conditions:

   (1) the Confirmation Order in a form satisfactory to the
       Debtors will have become a Final Order; and

   (2) all other actions and documents necessary to implement the
       treatment of creditor Claims will have been effected or
       executed or, if waivable, waived by the Debtors.

In the event an appeal of the Confirmation Order is taken and a
stay pending appeal is obtained, consummation of the Plan will be
delayed pending the appeal.  Absent a stay pending appeal of the
Confirmation Order, the Debtors will proceed forward to consummate
the Plan.

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

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

                   About Mission Real Associates

Los Angeles, California-based Mission Real Associates, LLC,
together with affiliates, filed for Chapter 11 bankruptcy
protection on March 31, 2010 (Bankr. Case No. C.D. Calif. 10-
22370).  Richard K. Diamond, Esq., at Danning, Gill, Diamond &
Kolitz, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and liabilities at $10,000,001 to $50
million.

The Debtors are three of eight limited liability companies each of
which owned an interest 9 in the Wilshire Bundy Property.
Situated on the northwest comer of Wilshire Boulevard and 10 Bundy
Drive in the Brentwood District of Los Angeles, the Wilshire Bundy
Property comprises 11 approximately 1.02 acres ofland and a Class
A 14 story office building with more than 307,000 12 square feet
of office space.


MYSPACE INC: Allen & Co. Schedules Meetings with Suitors
--------------------------------------------------------
The Wall Street Journal's Jessica E. Vascellaro and Russell Adams
report that people familiar with the matter said News Corp.'s
efforts to sell Myspace are advancing, as Allen & Co. this week
begin to schedule meetings with suitors.  The sources said the
meetings, which will give interested buyers a detailed look at the
company's financials for the first time, will be scheduled for
early to mid-March.

The Journal relates a person familiar with the matter said around
20 companies, some of them financial firms, have expressed
interest in a deal.  It's possible additional parties will emerge
over the coming weeks.

Sources told the Journal News Corp. executives are considering a
handful of options, including combining Myspace with another site,
possibly in gaming or social networking, in exchange for cash and
equity in the merged company.  The sources also said executives
have talked with private-equity and venture-capital firms about
deals under which the financial partner would take over the
business and set aside stakes for News Corp. and employees of the
site.


NAVISTAR INT'L: Authorized Common Shares Increased to 220MM
-----------------------------------------------------------
At the annual meeting of stockholders of Navistar International
Corporation held on Feb. 15, 2011, upon recommendation of the
Board of Directors, the stockholders voted on and approved an
amendment to the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock from
110,000,000 shares to 220,000,000 shares.  The increase in the
number of authorized shares of Common Stock was effected pursuant
to a Certificate of Amendment, filed with the Secretary of State
of the State of Delaware on Feb. 17, 2011.  A full-text copy of
the Certificate of Amendment is available for free at:

               http://ResearchArchives.com/t/s?73e2

These proposals were also approved at the Annual Meeting:

   (1) The election of James H. Keyes, John D. Correnti and Daniel
       C. Ustian to the Board of Directors to serve a three-year
       term expiring at the 2014 Annual Meeting of the
       Stockholders and until their successors are duly elected
       and qualified.

   (2) The ratification of the selection of KPMG LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Oct. 31, 2011.

   (3) The advisory vote on executive compensation.

   (4) The advisory vote on executive compensation be held
       annually.

The Company's stockholders voted against a stockholder proposal
requesting adoption of a policy to obtain stockholder approval of
certain future severance agreements.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEWPAGE CORP: Incurs $674 Million Net Loss in 2010
--------------------------------------------------
Newpage Corporation filed its annual report on Form 10-K with the
U.S. Securities and Exchange Commission reporting a net loss of
$674 million on $3.59 billion of net sales for the year ended
Dec. 31, 2010, compared with a net loss of $318 million on
$3.10 billion on net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.51 billion
in total assets, $4.39 billion in total liabilities and
$875 million in total deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?73e9

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended Dec. 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp.'s balance sheet at June 30, 2010, showed
$3.849 billion in total assets; $488 million in current debts,
$3.192 billion in long-term debt and $482 million in other long-
term obligations; and a total deficit of $313 million.

                           *     *     *

NewPage carries a 'CCC+' corporate credit rating from, with
negative outlook, from Standard & Poor's.  It has 'Caa1' long term
corporate family and probability of default ratings from Moody's.

Standard & Poor's Ratings Services in November 2010 revised its
recovery rating on NewPage Corp.'s senior secured first-lien notes
to '4' from '3'. "S&P believes that a '4' recovery more
appropriately conveys the risk that the company's postdefault
enterprise value may be affected by stresses more severe than what
S&P's analysis contemplates given the highly cyclical industry in
which NewPage operates," said Standard & Poor's credit analyst
Tobias Crabtree.


NEW COVENANT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Covenant Missionary Baptist Church
        754 East 77th St.
        Chicago, IL 60619

Bankruptcy Case No.: 11-06830

Chapter 11 Petition Date: February 22, 2011

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

Judge: John H. Squires

Debtor's Counsel: Ernesto D. Borges, Esq.
                  LAW OFFICES OF ERNESTO BORGES
                  105 W Madison Street, 23rd Floor
                  Chicago, IL 60602
                  Tel: (312) 853-0200
                  E-mail: pbutler@billbusters.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-06830.pdf

The petition was signed by Stephen J. Thurston, president.


NOWAUTO GROUP: Incurs $610,300 Net Loss in Dec. 31 Quarter
----------------------------------------------------------
NowAuto Group, Inc., announced Tuesday results for its fiscal 2011
second quarter ended Dec. 31, 2010.  The Company reported revenue
of $1.0 million and a net loss of $610,350 versus revenue of
approximately $1.5 million and a net loss of $522,668 in the prior
year.

The Company has a new line of business made up of contract
purchases and third party point-of-sale transactions.  In
accordance with GAAP, this is reflected as Investment in Purchased
Contracts on the Balance Sheet and the profits will be recognized
over the life of the contracts as the revenue is earned.

"The present condition of the sub-prime and below sub-prime auto
market has continued to impact our industry and our company" said
CEO Scott Miller.  "While we managed to increase contract
purchases and third party point-of-sale transactions in the
quarter, our challenge has been, and will continue to be on,
maintaining accounts and collections.  Our challenge in the
current environment is to aggressively work with our customers to
maintain active contracts.  Nevertheless, we expect a difficult
environment for the foreseeable future.  Our commitment to
customers and shareholders alike remains; NowAuto will do whatever
it can to maintain productive contracts without placing imprudent
demands on our customers" Mr. Miller said.

"We have improved our system of tracking and monitoring troubled
accounts and this has aided in reducing the cost of charge-offs
and increasing our customer base" said Chief Financial Officer
Faith Forbis.  "We continue to seek other ways to improve in these
areas."

                       Stockholders' Deficit
                        Going Concern Doubt

The Company's balance sheet at Dec. 31, 2010, showed $4.7 million
in total assets, $14.2 million in total liabilities, and a
stockholders' deficit of $9.5 million.

As reported in the Troubled Company Reporter on Oct. 12, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about NowAuto Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency.

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

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

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

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

                     About NowAuto Group, Inc.

Phoenix, Ariz.-based NowAuto Group, Inc. (NAUG:PK and NWAU.PK)
operates two buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.


OCEAN PLACE: AFP 104 Asks for Dismissal of Chapter 11 Case
----------------------------------------------------------
Secured creditor AFP 104 Corp. asks the U.S. Bankruptcy Court for
the District of New Jersey to dismiss Ocean Place Development
LLC's Chapter 11 bankruptcy case.

AFP is a current holder of a final judgment in foreclosure in the
amount of $57,245,372, with per diem interest of $14,531 (without
penalties or late fees).  The AFP loan is secured by a first
mortgage lien on the Debtor's sole asset, the hotel known as the
Ocean Place Resort and Spa at One Ocean Boulevard, Long Branch,
New Jersey.  The Debtor concedes that the amount due is
approximately $57,000,000.

AFP claims that the sole purpose of the Debtor's bankruptcy filing
was to delay AFP's foreclosure sale that was scheduled for
Feb. 22, 2011.  "The circumstances surrounding the filing, the
Debtor's lack of equity in the Ocean Place Property, the timing of
the bankruptcy filing on the eve of the foreclosure sale, and the
assignment of rents are each, in and of themselves, insurmountable
obstacles to a good faith filing," AFP states.

According to AFP, the Debtor has a budget that shows that even
using AFP's rents to fund operations, the Ocean Place Property
will be in a shortfall within one week of the filing and will
continue to be in a negative cash flow through the last week of
the budget -- March 14, 2011.  The shortfall, AFP says, will be
well over $200,000, without attempting to make any interest
payments to AFP (which accrue at the rate of $14,531 per day).
AFP states that the shortfall will damage the hotel operations of
the Ocean Place Property, thereby damaging AFP's security.

AFP says that the Debtor has no employees and no significant
creditors besides AFP and certain insiders.

The Debtor has demonstrated its inability to refinance the
mortgage, states AFP.  According to William R. Dixon, the vice
president of TCL New Jersey Corp., the manager of the Debtor,
prior to bankruptcy, the Debtor sought a full refinance of AFP's
secured debt from over 100 prospective lenders without any
success.  The reason the Debtor cannot refinance is that the
Debtor has no equity in the Ocean Place Property, AFP says.

Ocean Place Development LLC, A Delaware Limited Liability Company,
dba Ocean Place Resort & Spa, filed for Chapter 11 bankruptcy
protection on Feb. 15, 2011 (Bankr. D. N.J. Case No. 11-14295).
Kenneth Rosen, Esq., at Lowenstein Sandler, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.


OCEAN PLACE: Taps Lowenstein Sandler as Bankruptcy Counsel
----------------------------------------------------------
Ocean Place Development LLC seeks permission from the Bankruptcy
Court to employ Lowenstein Sandler PC as its bankruptcy counsel.

The engagement will be led by:

          Kenneth A. Rosen, Esq.
          John K. Sherwood, Esq.
          Wojciech F. Jung, Esq.
          LOWENSTEIN SANDLER PC
          65 Livingston Avenue
          Roseland, New Jersey 07068
          Tel: 973-597-2548
          Fax: 973-597-2549
          E-mail: krosen@lowenstein.com
                  jsherwood@lowenstein.com
                  wjung@lowenstein.com

Lowenstein commenced performing legal services for the Debtor in
connection with the filing of the chapter 11 case in February
2011.  Lowenstein has been paid for all amounts owed for legal
services rendered prior to the Petition Date.  As of the Petition
Date, Lowenstein was holding a $61,818 retainer, which it will
apply to its postpetition fees and expenses as allowed by the
Court.

John Sherwood, a member of the Firm, attests that members,
counsel, and associates of Lowenstein do not have any connection
with the Debtor, its creditors or any other party-in-interest, or
their current respective attorneys or professionals, or the United
States Trustee or any person employed in the office of the United
States Trustee, or the judge presiding over the Debtor's chapter
11 case and do not represent any entity having an adverse interest
to the Debtor in connection with the Debtor's chapter 11 case.
Lowenstein is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code.

                About Ocean Place Development

Ocean Place Development owns the Ocean Place Resort & Spa, a
resort property is located on the Atlantic beachfront in Long
Branch, New Jersey, just 55 miles south of New York City and
82 miles north of Atlantic City.  The existing resort is sited on
17-acres featuring approximately 1,000 feet of ocean frontage and
is improved with a 254-room hotel that includes 40,000 square feet
of meeting space, three restaurants, a bar/lounge, a full-service
spa, and numerous resort amenities.

West Paces Hotel Group LLC is the resort's managing agent.
The number of people employed full time at the Debtor's property
ranges, depending on the season, between approximately 95 and 340.

Ocean Place Development filed for Chapter 11 protection (Bankr. D.
N.J. Case No. 11-14295) on Feb. 15, 2011.  Judge Michael B. Kaplan
presides over the case.  In its petition, the Debtor estimated
$50 million to $100 million in both assets and debts.


OCEAN PLACE: Wins Interim Authority to Use AFP Cash Collateral
--------------------------------------------------------------
Ocean Place Development LLC won interim authority to use the cash
collateral securing its obligations to AFP 104 Corp. pursuant to a
budget.

John K. Sherwood, Esq., at Lowenstein Sandler PC, told the Court
that, without the immediate use of cash collateral, the Debtor
will be unable to pay ordinary and necessary business expenses
including, but not limited to, payroll and related obligations,
taxes, utilities, amounts owed to vendors and other suppliers of
goods and services, insurance, and other costs of administering
its estate.  The use of cash collateral is critical to preserving
the value of the Debtor's estate for all parties-in-interest.

As of the Petition Date, the Debtor owed roughly $57 million to
AFP pursuant to a 2006 loan agreement between the Debtor and
Barclays Capital Real Estate Inc. as lender.  AFP is the assignee
of Barclays' interests.

Borrowings under the Loan Agreement are evidenced by two
promissory notes for $8,875,000 and $44,000,000 and are secured by
a Mortgage, Assignment of Rents and Leases, Security Agreement and
Fixture Filing executed together with the Loan Agreement.  The
Debtor also entered into a Lockbox - Deposit Account Control
Agreement with Barclays, The Bank of New York and The West Paces
Hotel Group, LLC.  The Lockbox Agreement requires that deposits of
all rents and income generated from the Debtor's property be
placed into a designated depository account at the Bank for the
benefit of AFP. JP Morgan Chase Bank, NA, has been substituted for
the Bank of New York as the "Bank" under the Lockbox Agreement.
The borrowings under the Loan Documents matured on January 9,
2008.

As of the Petition Date, the Debtor owed roughly $59.5 million on
account of certain acquisition and development loans provided by
Tiburon Shores LLC, Tiburon Capital LLC and William Dixon to the
Debtor's predecessor, which obligations were subsequently assumed
by the Debtor in 2006. In addition to these unsecured loan
obligations, the Debtor owes roughly $1.0 million to its vendors,
suppliers and service providers.

AFP has obtained a judgment against the Debtor and has scheduled a
foreclosure sale for Feb. 22.  The Debtor filed for bankruptcy to
avert that sale.  The Debtors said in court papers that AFP's
control over the Account and the Lockbox and refusal to authorize
payment of property and liability insurance have placed it in a
vulnerable position with respect to liquidity needs and asset
protection.

The Debtor submitted a five-week budget, ending March 14, to the
Court.  The Budget shows a shortfall in terms of revenues in the
near term.  The Debtor said it expects that its income may be
exceeded by its expenses through May 2011, which period
constitutes an "offseason" period for the industry in its
geographic area.  At the same time, the Debtor's long term
projections show a positive income stream and positive cash
balance of roughly $2.6 million as of August 2011.

The Debtor said its principals are prepared to provide the Debtor
with temporary post-petition financing to fund the Debtor's
operations until the summer season and positive cash flow.  The
Debtor will quickly engage, and in some sense re-engage, in
fulsome negotiations with AFP and other potential lenders and
parties in interest on the terms of the postpetition financing and
will seek the Court's approval of postpetition financing in the
near future.

Pursuant to the Interim Order, AFP is granted a replacement
perfected security interest under Section 361(2) of the Bankruptcy
Code, to the extent AFP's Cash Collateral is used by the Debtor
and to the extent of any diminution in the value of AFP's
collateral under the Loan Documents.

The Court will hold a hearing to consider the Debtor's use of the
cash collateral on a final basis, on March 9, 2011.  A full-text
copy of the Interim Order, including the five-week budget, is
available at:

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

                About Ocean Place Development

Ocean Place Development owns the Ocean Place Resort & Spa, a
resort property is located on the Atlantic beachfront in Long
Branch, New Jersey, just 55 miles south of New York City and
82 miles north of Atlantic City.  The existing resort is sited on
17-acres featuring approximately 1,000 feet of ocean frontage and
is improved with a 254-room hotel that includes 40,000 square feet
of meeting space, three restaurants, a bar/lounge, a full-service
spa, and numerous resort amenities.

Ocean Place Development is wholly owned by Tiburon Ocean Place
LLC.  West Paces Hotel Group LLC is the resort's managing agent.
The number of people employed full time at the Debtor's property
ranges, depending on the season, between approximately 95 and 340.

Ocean Place Development filed for Chapter 11 protection (Bankr. D.
N.J. Case No. 11-14295) on Feb. 15, 2011.  Judge Michael B. Kaplan
presides over the case.  In its petition, the Debtor estimated
$50 million to $100 million in both assets and debts.


OVERLAND STORAGE: Incurs $909,000 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Overland Storage, Inc., announced fiscal 2011 second quarter
results.  The Company reported a net loss of $909,000 on
$17.93 million of net revenue for the three months ended Dec. 31,
2010, compared with a net loss of $2.58 million on $20.43 million
net revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $39.82 million
in total assets, $38.31 million in total liabilities and $1.52
million in shareholders' equity.

Eric Kelly, president and chief executive officer of Overland
Storage, said, "With the support of our channel partners
worldwide, we are executing on our plan to increase sales of our
higher margin branded products and services.  Branded product
sales grew 21.7% sequentially and total branded revenue is now
92.3% of total sales, up significantly from the prior quarter."
said Kelly.  "Additionally I am happy to report that our revenue,
gross margin and operating expenses for the first half of FY 2011
were all within the guidance that we previously announced.  In
addition to achieving these financial objectives, we introduced a
new SAN product line and a new NAS product into the marketplace as
planned."

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

             http://ResearchArchives.com/t/s?73d9

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 DEVELOPMENT: Central Bank Granted Stay Relief for DIP Loan
------------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah approved a stipulation between Pacific
Development, L.C., and secured creditor Central Bank, granting
Central Bank relief from the automatic stay.

The Debtor is authorized to enter into the postpetition financing
with Central Bank for the construction of homes.

The stipulation dated Oct. 27, 2010, provides for, among other
things:

   -- Central Bank will be granted relief from automatic stay with
      respect to certain parcels of real property situated in Utah
      County;

   -- the Debtor will make, execute and deliver to Central Bank
      any and all documents that Central Bank determines are
      necessary to effectuate the terms of the stipulation,
      including, but not limited to, promissory notes for the
      renewed and reamortized obligations;

   -- Central Bank will withdraw its objection to the Debtor's
      motion to extend the exclusivity period; and

   -- so long as the Debtor's proposed plan of reorganization
      treats Central Bank's claims and remedies, Central Bank will
      not object to the Debtor's disclosure statement and will
      support the confirmation of the plan.

A full-text copy of the order and the stipulation is available for
free at http://bankrupt.com/misc/PacificDevelopment_stay_order.pdf

The Debtor is represented by:

     Blake D. Miller, Esq.
     James W. Anderson, Esq.
     MILLER GUYMON, P.C.
     165 Regent Street
     Salt Lake City, UT 84111
     Tel: (801) 363-5600
     Fax: (801) 363-5601
     E-mails: miller@millerguymon.com
              anderson@millerguymon.com

Central Bank is represented by:

     J. Scott Brown, Esq.
     PARSONS KINGHORN HARRIS
     A Professional Corporation
     111 East Broadway, 11th Floor
     Salt Lake City, UT 84111
     Tel: (801) 363-4300
     Fax: (801) 363-4378

                  About Pacific Development, L.C.

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection on March 10,
2010 (Bankr. D. Utah Case No. 10-22754).  Danny C. Kelly, Esq. at
Stoel Rives LLP represents 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.

The Official Committee of Unsecured Creditors is represented by
David P. Billings and J. Thomas Beckett at Parsons, Behle &
Latimer, P.C.


PARADISE GROWERS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paradise Growers, Inc. a California corporation
        2055 Midwick Drive
        Altadena, CA 91001

Bankruptcy Case No.: 11-17555

Chapter 11 Petition Date: February 23, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Roy C. Dickson, Esq.
                  DICKSON & ASSOCIATES
                  2323 N. Tustin Avenue, Suite I
                  Santa Ana, CA 92705
                  Tel: (714) 541-8080
                  Fax: (714) 541-8090
                  E-mail: roycd@aol.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-17555.pdf

The petition was signed by Ron Lee, president.


PINNACLE DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Pinnacle Development Number 19, L.P.
        P. O. Box 14189
        Santa Rosa, CA 95402

Bankruptcy Case No.: 11-10628

Chapter 11 Petition Date: February 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

Estimated Assets: $0 to $50,000

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

Debtor-affiliate that filed separate chapter 11 petition on
Feb. 23, 2011:

  Debtor                                    Case No.
  ------                                    --------
Pinnacle Development Number 22, L.P.        11-10629
  Assets: $0 to $50,000
$1,000,001 to $10,000,000

A list of Pinnacle Development Number 19's six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-10628.pdf

A list of Pinnacle Development Number 22's five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-10629.pdf

The petitions were signed by William Dowd, CFO.


POTATO FARMS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Potato Farms, LLC
          dba Amish Market
              Zeytuna
        53 Park Place
        New York, NY 10007

Bankruptcy Case No.: 11-10735

Chapter 11 Petition Date: February 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Stephen B. Kass, Esq.
                  LAW OFFICES OF STEPHEN B. KASS
                  225 Broadway, Suite 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640
                  E-mail: skass@sbkass.com

Estimated Assets: $0 to $50,000

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/nysb11-10735.pdf

The petition was signed by Armagan Tanir, managing member.


REVEILLE RESOURCES: Section 341(a) Meeting Scheduled for March 24
-----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Reveille
Resources (Texas), Inc.'s creditors on March 24, 2011, at 10:00
a.m.  The meeting will be held at 515 Rusk Suite 3401, Houston,
Texas.

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

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

Houston, Texas-based Reveille Resources (Texas), Inc., is an
independent oil and natural gas company engaged in the
exploration, production, development, acquisition and exploitation
of crude oil and natural gas properties, with interests in:
(a) the Coastal Field in Starr and Hidalgo Counties, Texas;
(b) the Sullivan City Field in Hidalgo Counties, Texas; (c) the
Daskam Field in Hidalgo County, Texas; (d) the Nichols Field in
Starr and Hidalgo Counties, Texas; (e) the Sam Fordyce Field in
Starr and Hidalgo Counties, Texas; (f) the North Tordilla Field in
Kenedy and Willacy Counties, Texas; (g) the Tabasco Field in
Hidalgo County, Texas; and (h) the Raymondville Field in Willacy
County, Texas.  It filed for Chapter 11 bankruptcy protection on
Feb. 15, 2011 (Bankr. S.D. Tex. Case No. 11-31317).  Matthew Scott
Okin, Esq., at Okin Adams & Kilmer LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


REVEILLE RESOURCES: Taps Okin Adams as Bankruptcy Counsel
---------------------------------------------------------
Reveille Resources (Texas), Inc., asks for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Okin Adams & Kilmer LLP as bankruptcy counsel.

Okin Adams will, among other things:

     a) assist and advise the Debtor in its consultations relative
        to the administration of this case;

     b) assist the Debtor in analyzing the claims of the creditors
        and in negotiating with creditors;

     c) assist the Debtor in the analysis of and negotiations with
        any third party concerning matters relating to, among
        other things, the terms of plans of reorganization; and

     d) review and analyze all applications, orders, statements of
        operations and schedules filed with the Court and advise
        the Debtor as to their propriety.

Okin Adams will be paid based on the hourly rates of its
professionals:

        Matthew S. Okin, Partner                 $375
        Greg Young, Partner                      $350
        Sara Mya Keith, Associate                $215

Matthew S. Okin, Esq., a partner at Okin Adams, assures the Court
that the firm is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code.

Houston, Texas-based Reveille Resources (Texas), Inc., is an
independent oil and natural gas company engaged in the
exploration, production, development, acquisition and exploitation
of crude oil and natural gas properties, with interests in:
(a) the Coastal Field in Starr and Hidalgo Counties, Texas;
(b) the Sullivan City Field in Hidalgo Counties, Texas; (c) the
Daskam Field in Hidalgo County, Texas; (d) the Nichols Field in
Starr and Hidalgo Counties, Texas; (e) the Sam Fordyce Field in
Starr and Hidalgo Counties, Texas; (f) the North Tordilla Field in
Kenedy and Willacy Counties, Texas; (g) the Tabasco Field in
Hidalgo County, Texas; and (h) the Raymondville Field in Willacy
County, Texas.  It filed for Chapter 11 bankruptcy protection on
Feb. 15, 2011 (Bankr. S.D. Tex. Case No. 11-31317).  The Debtor
estimated its assets and debts at $10 million to $50 million.


REVEILLE RESOURCES: Hires Robert Ogle as CRO
--------------------------------------------
Reveille Resources (Texas), Inc., seeks permission from the
Bankruptcy Court to employ Robert E. Ogle as its Chief
Restructuring Officer, nunc pro tunc to Feb. 15, 2011.

Mr. Ogle's function includes overseeing the Debtor's restructuring
process including, without limitation, (a) developing possible
restructuring plans or strategic alternatives for maximizing value
for stakeholders, (b) negotiating with lenders, vendors, suppliers
and other stakeholders in connection with a restructuring,
including with respect to interim or other financing and any
restructuring process, and (c) managing and overseeing 11 U.S.C
Sec. 363 asset sales (if any) and proposing plans of
reorganization or liquidation.

Mr. Ogle will also supervise the Debtor's compliance with all the
financial and administrative obligations imposed by the bankruptcy
process; supplement the efforts of the Debtor's existing
management using appropriate advisors; oversee the reduction of
the Debtor's general and administrative expenses, including
termination of employees, to the extent consistent with the goal
of maximizing the Debtor's value; and assist in the development
and implementation of a value recovery maximization program for
the Client and their stakeholders, including the coordination of
asset sales, proceeds, recovery and business wind down activities
with the assistance of professional advisors and legal counsel.

Mr. Ogle's requested compensation for professional services
rendered to the Debtor will be based upon the hours actually
expended by Mr. Ogle at his billing rate of $300.  The Debtor has
agreed to compensate Mr. Ogle for professional services rendered
at his normal and customary hourly rate.  Mr. Ogle will also seek
reimbursement of necessary expenses.

Mr. Ogle attests that he is a "disinterested person" as defined in
Sec. 101(14) of the Bankruptcy Code.  Mr. Ogle said he does not
hold or represent an adverse interest to the estate that would
impair his ability to objectively perform professional services
for the Debtor, in accordance with Sec. 1103(b) of the
Bankruptcy Code.

                     About Reveille Resources

Based in Houston, Texas, Reveille Resources (Texas), Inc., is an
independent oil and natural gas company engaged in the
exploration, production, development, acquisition and exploitation
of crude oil and natural gas properties.  It has interests in,
among others, the Coastal Field in Starr and Hidalgo Counties,
Texas; the Sullivan City Field in Hidalgo Counties, Texas; and the
Daskam Field in Hidalgo County, Texas.  Reveille's properties
cover more than 9,000 net acres, in eight core areas.

Reveille Resources filed for Chapter 11 bankruptcy (Bankr. Case
No. 11-31317) on Feb. 15, 2011.  Judge Letitia Z. Paul presides
over the case.  Matthew Scott Okin, Esq., and Sara Mya Keith,
Esq., at Okin Adams & Kilmer LLP, serve as bankruptcy counsel.  In
its petition, the Debtor listed between $10 million to $50 million
in both assets and debts.


REVEL AC: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned Atlantic City-based
Revel AC Inc. its corporate credit rating of 'B-'.  The rating
outlook is negative.

At the same time, S&P assigned Revel's $850 million first-lien
term loan due 2017 S&P's issue-level rating of 'B' (one notch
higher than the 'B-' corporate credit rating).  S&P also assigned
this debt a recovery rating of '2', indicating its expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The credit agreement also provides for a
$50 million revolving credit facility, which S&P believes will be
committed closer to the opening of the property.  The capital
structure also includes an unrated $304 million 12% second-lien
note due 2018.

The company will use proceeds from the debt issuance to fund
approximately $1 billion of remaining development and construction
costs for Revel AC, establish an interest reserve account to fund
first-lien debt service during the remaining construction period
and the first six months following opening, and to fund
transaction fees and expenses.

S&P's ratings assignment follows the recent closing of the
company's construction financing and its review of final
documentation.

"The 'B-' corporate credit rating reflects S&P's belief that the
company will be challenged to ramp up cash flow generation to a
level sufficient to satisfy debt service obligations under the
capital structure, as well as S&P's expectation for relatively
weak credit measures," said Standard & Poor's credit analyst
Michael Listner.  "The rating also reflects Revel's reliance on a
single property for cash flow generation in a challenged gaming
market and a business model that relies heavily on spurring
nascent demand from a distinct customer base -- namely cash paying
guests seeking a resort-type experience, as well as convention and
group visitors."

The property benefits from approximately $1.3 billion of equity
capital invested to date for land and construction costs and
limited risk, in S&P's view, for cost overruns and scheduling
delays given the current status of the project.  Additionally, the
company's adequate liquidity position is supported by a prefunded
interest reserve, and a meaningful portion of interest on the
company's debt will be noncash throughout the first year of
operations.  Once completed, S&P believes the facility will be the
premier property in the market, but recognize that the capital
structure necessitates a relatively quick ramp-up period in order
to generate a sufficient level of cash flow necessary to meet debt
service obligations.


REVLON INC: Reports $327.30 Million Net Income in 2010
------------------------------------------------------
Revlon, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010.  The Company reported net income of
$327.30 million on $1.32 billion of net sales for the year ended
Dec. 31, 2010, compared with net income of $48.80 million on $1.29
billion of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $1.08 billion
in total assets, $1.78 billion in total liabilities, and
$696.40 million in total stockholders' deficiency.

Commenting on the announcement, Revlon President and Chief
Executive Officer, Alan T. Ennis said, "In 2010, we continued to
execute our business strategy.  We grew the top line, improved our
financial performance and strengthened our organizational
capability with key management appointments in R&D, Marketing and
General Management.  From a financial perspective, we increased
profitability, achieved competitive operating income and EBITDA
margins, delivered our third consecutive year of positive free
cash flow and improved our capital structure by refinancing and
reducing our debt."

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

                 http://ResearchArchives.com/t/s?73e4

                          About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).


ROBB & STUCKY: March 7 Auction to Decide Fate
---------------------------------------------
Dick Hogan at The News-Press, in Florida, reports that an auction
will be held March 7, 2011, to either sell the Fort Myers-based
Robb & Stucky furniture chain or choose a company to liquidate its
inventory in a going-out-of-business sale.

According to The News-Press, U.S. Bankruptcy Judge Caryl Delano
decided to go forward with the sale process.  "It is admittedly
unorthodox to" to move so fast in a bankruptcy, the Company's
attorney Paul Singerman, told the judge as he presented a series
of motions designed to keep the high-end Robb & Stucky conducting
business for the time being.

Mr. Singerman, The News-Press discloses, said that selling the
Company's inventory would likely raise between $31 million and
$34 million.  But if an offer to buy the chain and keep it as a
going concern were more lucrative that's what would occur instead,
he stated.

                        About Robb & Stucky

Robb & Stucky Limited LLLP was founded some 96 years ago in 1915
by Virgil C. Robb & W.R. Lee in Ft. Myers, Florida, as a one-store
general merchandise emporium.  Over time, the Company has grown to
include 24 locations in four states consisting of interior
showrooms, patio showrooms, warehouses, and its corporate office.
The Debtor has showrooms or warehouses in Florida, Texas, Arizona,
North Carolina, and Nevada.  Furniture Today, a leading industry
publication, has ranked Robb & Stucky as high as 34th in its list
of the top 100 Furniture Retailers in the nation.  The Company
currently has 760 employees.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
P.A., in Miami, Florida, serve as counsel to the Debtor in the
Chapter 11 case.  The Debtor also tapped FTI Consulting, Inc., as
advisor and Kevin Regan as chief restructuring officer to the
Debtor.  Bayshore Partners, LLC, is the investment banker to the
Debtor.  AlixPartners, LLP, is the Communications Consultants to
Debtor.  Epiq Bankruptcy Solutions, LLC, is the claims and notice
agent.

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.


ROUND TABLE: Closes Store at Downtown Arcata
--------------------------------------------
The Times-Standard reports that a Round Table Pizza restaurant, at
F Street in Arcata, California, closed its doors.  Valley West
Round Table Pizza manager Mike Hagans said the decision to close
the stores came from the corporation that filed for Chapter 11
bankruptcy.  About 18 people had worked at the restaurant, and
those employees were absorbed into other local Round Table
restaurants, he said.

"It was nothing against that store," Time-Standard quotes
Mr. Hagans as saying.  "In fact, I took eight of their employees
with me."

The Round Table restaurant on Valley West Boulevard will now serve
all of Arcata.  Mr. Hagans said it will be a tough task, but his
store will work to provide the same level of service customers
expect.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection on Feb. 9,
2011 (Bankr. N.D. Calif. Case No. 11-41431).  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


RUGGED BEAR: Court Authorizes Interim Use of Cash Collateral
------------------------------------------------------------
The Rugged Bear Company f/d/b/a RB Acquisition Corp. sought and
obtained interim court permission to use its prepetition lender's
cash collateral and other financial accommodations.

The Debtor's use of cash collateral will terminate upon the
occurrence of, among other things, the Debtor's failure to obtain
an order granting the Debtor's motion to sell substantially all of
their assets on or before March 3, 2011.

The Debtor acknowledged that as of the Petition Date, the
aggregate amount of all obligations it owed to TD Bank in
connection with the Prepetition Loan Agreements is $4,278,495.

The Debtor told the Court that it has an immediate need for the
use of Cash Collateral to, among other things, permit the orderly
and efficient preservation and maximization of the value of the
assets of the Debtor's estate.

The bankruptcy judge in Springfield, Massachusetts will convene a
final hearing on the cash collateral request on March 2, 2011.

The Debtor has prepared a budget, setting forth the projected
disbursements of the periods covered, available for free at:

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

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SANTA FE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Santa Fe Apartments, L.P.
        fka Copper Canyon Village Joint Venture
        9505 Brockbank Drive
        Dallas, TX 75220

Bankruptcy Case No.: 11-31148

Chapter 11 Petition Date: February 22, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.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/txnb11-31148.pdf

The petition was signed by Steffen E. Waltz, president of Dalpro
Equities, Inc., general partner.


SEMCRUDE LP: Appeal on Confirmation Order Equitably Moot
--------------------------------------------------------
Luke Oil Company, C&S Oil/Cross Properties Inc., Wayne Thomas Oil
and Gas, and William R. Earnhardt, v. Semcrude, L.P., et al.,
Civil Action No. 09-93 5-LPS (D. Del.), is an appeal filed by
Manchester Securities Corp. from the Oct. 28, 2009 Order of the
Bankruptcy Court confirming the Debtors' Fourth Amended Joint Plan
of Reorganization and overruling Manchester's Objection to the
Plan.  The Reorganized Debtors contend that Manchester's appeal
should be dismissed as equitably moot.  The Reorganized Debtors
point out that the Confirmation Order was not stayed, and the Plan
was consummated on Nov. 30, 2009.  According to the Reorganized
Debtors, they entered into numerous complex and intricate
transactions consistent with the Plan and distributed $500 million
in cash and $1 billion in value of new common stock and warrants
to thousands of creditors, all of which would be almost impossible
to unravel.  To the extent the Reorganized Debtors could provide
monetary relief to Manchester, the Reorganized Debtors maintain
that such a cash payout would deplete them of their entire working
capital and would result in a scenario that neither their
creditors nor their exit lender would have approved in agreeing to
compromise their claims and provide financing, respectively.

In response, Manchester contends that the doctrine of equitable
mootness does not apply to this appeal.  According to Manchester,
its administrative claim only pertains to one of the 25 joint
debtors and represents only $50 million, a small fraction of the
$2 billion distributed to creditors under the Plan and the
$1 billion in equity of the Reorganized Debtors.  Manchester
maintains that this small amount would not drain the Reorganized
Debtors' working capital, which consists of $500 million, and
would not have a substantial impact on the Reorganized Debtors'
credit-worthiness or liquidity.  Because relief could be granted
to Manchester that would not undermine the foundation of the Plan
or result in its unraveling, Manchester contends that the appeal
should not be dismissed as equitably moot.

In his Feb. 18, 2011 Memorandum Opinion, District Judge Leonard P.
Stark held that Manchester's appeal is equitably moot.  The Plan
has been substantially consummated, and Manchester did not obtain
a stay of the Confirmation Order.  In addition, the Court is
persuaded that granting Manchester the relief it seeks would
impact numerous third parties not before the Court, including the
Reorganized Debtors' creditors and stockholders.  A copy of Judge
Stark's opinion is available at http://is.gd/NJtxHxfrom
Leagle.com.

Attorneys for Manchester Securities are:

          Brian S. Hermann, Esq.
          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019-6064
          Telephone: 212-373-3545
          Facsimile: 212-492-0545
          E-mail: bhermann@paulweiss.com

               - and -

          K. John Shaffer, Esq.
          STUTMAN, TREISTER & GLATT PC
          1901 Avenue of the Stars, 12th Floor
          Los Angeles, CA 90067
          Telephone: (310) 228-5785
          E-mail: JShaffer@Stutman.com

               - and -

          Pauline K. Morgan, Esq.
          Erin Edwards, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          The Brandywine Building
          1000 West Street, 17th Floor
          P.O. Box 391
          Wilmington, DE 19801
          Wilmington, Delaware,
          Telephone: 302-571-6707
          Facsimile: 302-576-3318
          E-mail: pmorgan@ycst.com
                  eedwards@ycst.com

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SERENA SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Serena Software, Inc.'s
existing ratings, including the B2 Corporate Family Rating, and
assigned B1 ratings to the Company's amended and extended tranches
of senior secured credit facilities.  The ratings outlook remains
stable.

On February 14, 2011, Serena announced that it is seeking an
amendment of its existing credit agreement, which among other
things, includes extension of maturity dates for portions of its
revolving and term loan commitments by three years.  As of the
year ended Jan. 31, 2011, the Company had approximately
$35 million of borrowings outstanding under its $65 million
revolving credit facility and about $316 million of term loans
were outstanding.  The proposed changes to the credit agreement
include a delay in step-down of maximum leverage covenant ratio by
18 months and the ability to refinance extended tranches of
revolving and term loan from time to time over the remaining life
of the amended agreement.  In addition, Serena's revolving credit
facility is expected to be increased to $75 million and Moody's
understand the amended credit facility will include a springing
maturity for the extended term loans if the Company's subordinated
notes remain outstanding six months prior to the maturity of
extended term loans in March 2016.

These ratings were assigned (subject to close of amendment
process):

Issuer: Serena Software, Inc.

* Extended tranches of revolving credit facility and term loan
  facility -- B1, LGD3 (36%)

These ratings were affirmed:

* Corporate Family Rating -- B2
* Probability of Default Rating -- B2
* Revolving Credit Facility due March 2012 -- B1, LGD3 (36%)
* Term Loan Facility due March 2013 -- B1, LGD3 (36%)
* Senior Subordinated Notes due March 2016 -- Caa1, LGD5 (89%)
* Speculative Grade Liquidity -- SGL-2

The ratings outlook is stable.

                        Ratings Rationale

Moody's notes that while the proposed transaction could raise
Serena's interest expense annually by up to $5 million
approximately, the extension of debt maturities, especially the
revolving credit facility which was maturing in March 2012, and
the increased headroom under financial maintenance covenant
enhances the Company's already good liquidity.

The affirmation of Serena's CFR reflects Moody's view that the
Company's credit metrics will continue to remain supportive of its
B2 CFR over the next 12-to-24 months.  Despite three years of
sustained decline in revenues, Serena generates good free cash
flows, primarily from its high levels of recurring maintenance
revenues, which drive its high EBITDA margins.  Moody's believes
that a rebound in enterprise software spending, coupled with the
Company's investments in its sales and marketing organization,
should lead to a modest recovery in software license sales during
the current year.  Moody's expects the Company's profitability to
gradually improve as maintenance revenues -- a key driver of its
profitability -- should stabilize over the next 12-to-24 months.
During this period, Moody's expects the Company to generate free
cash flow in high single digit percentages of debt.

The B2 rating is constrained by Serena's high financial leverage
(5.7x Debt/LTM October 2010 EBITDA, Moody's adjusted) and the
intensely competitive market segments in which the Company
primarily operates.  Serena's competitors in its core Software
Change and Configuration Management and Business Process
Management enterprise software segments include several large
competitors with broad software product offerings, such as CA,
Inc. (rated Baa2), Microsoft (rated Aaa), Compuware (unrated),
IBM's Rational suite (IBM rated Aa3), as well as several smaller
niche operators.  Nonetheless, Serena's good market position as a
leading provider of SCM solutions to enterprise customers,
supports the rating.  The rating benefits from the Company's high
levels of recurring revenues under maintenance contracts (67% for
LTM October 2010), and the Company's historically high maintenance
renewal rates, which provide a great degree of predictability of
cash flows over the near-to-intermediate term.

The stable outlook incorporates Moody's expectations that Serena
should be able to sustain Debt/EBITDA leverage of less than 5.5x
over the next 12-to-18 months, driven by stabilization in
revenues, and that the Company will generate good free cash flow
driven by its high EBITDA margins of about 40% over this period.

Moody's could raise Serena's CFR if the Company generates
profitable organic revenue growth as demonstrated by growth in
software license sales, reduces Debt/EBITDA leverage to less than
4.0x, and its free cash flow/Debt exceeds 10%, on a sustainable
basis.

Alternatively, the rating could be downgraded if the Company's
software license revenues continue to decline and its installed
customer base shrinks, as evidenced by lower customer retention
rates or reduced maintenance revenues.  The rating could be
downgraded if Serena's EBITDA declines or EBITDA margins
deteriorate such that debt/EBITDA increases above 6.5x or if
FCF/Debt becomes negative.

Moody's last rating action for Serena was on February 10, 2006,
when Moody's assigned first-time ratings to the Company in
connection with its leveraged buyout financing.

Headquartered in Redwood City, CA, Serena Software, Inc., develops
software products for managing process and governing change across
mainframe and distributed computing environments.  The Company had
revenue of $215 million in the LTM October 2010 period.


SHERIDAN GROUP: Moody's Assigns 'B2' Rating to $160 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service has assigned B2 ratings to The Sheridan
Group, Inc.'s $160 million of proposed senior secured bank credit
facilities including a $20 million revolving credit facility and
a $140 million term loan facility.  Concurrently, Moody's also
affirmed Sheridan's B2 Corporate Family Rating and revised its
Probability of Default rating to B3 from B2 (in accordance with
Moody's Loss-given-Default methodology).  Sheridan plans to use
proceeds from its proposed term loan issuance, approximately
$9 million of borrowings under its proposed revolver, and
roughly $5 million of balance sheet cash to refinance existing
indebtedness and pay associated fees and expenses.  The B2 rating
for Sheridan's 10.25% senior secured notes due August 2011 will
be withdrawn upon full repayment of the notes at the close of the
transaction.  The outlook for the ratings is stable.

Moody's has taken these rating actions:

* Proposed $20 million Senior Secured Revolving Credit Facility
  due 2015 -- Assigned B2 (LGD3, 36%)

* Proposed $140 million Senior Secured Term Loan Facility due 2016
  -- Assigned B2 (LGD3, 36%)

* Corporate Family Rating -- Affirmed at B2

* Probability of Default Rating -- Lowered to B3 from B2

* $143 million of 10.25% Sr.  Secured Notes due August 2011 --
  Affirmed, B2 (LGD4, 52%), to be subsequently withdrawn

Ratings are subject to the execution of the proposed transaction
and Moody's review of final documentation.

                        Ratings Rationale

The affirmation of Sheridan's Corporate Family Rating reflects
Moody's view that the Company's moderate debt leverage (pro forma
Moody's adjusted debt-to-EBITDA of approximately 4.0x) and
modestly improved run-rate free cash flow generation prospects
(benefiting from lower operating costs and interest expense on the
proposed bank debt relative to the existing bonds) continue to
support the B2-rating despite the continued challenging revenue
environment.  While Moody's expects Sheridan to benefit from
improving macro conditions and less dramatic volume / pricing
erosion over the near-term, Moody's do not expect a material
rebound in top line revenues to peak historic levels.  However,
Moody's do anticipate that Sheridan's credit profile will benefit
from cost synergies from production facility consolidation as well
as the Company's prioritization of debt reduction, resulting in
debt-to-EBITDA in the mid-3.0x-range by FYE2012.

Sheridan's B2 CFR is constrained by the Company's modest size /
scale relative to larger, better capitalized printers, weak
industry fundamentals characterized by continued declines in print
volumes, general overcapacity and persistent pricing pressure, and
the Company's intensely competitive operating environment.
Additionally, Moody's believes that continued media fragmentation
and ongoing transition from traditional print-media to electronic
and web-enabled platforms will pressure overall print volumes for
the industry and limit Sheridan's growth prospects.  Conversely,
the rating is supported by Sheridan's market position as a
specialty printer serving niche / regional markets with high
customer service needs, its diversified product mix coupled with
high customer retention rates and the Company's ability to
minimize EBITDA erosion through effective cost cutting to offset
weak industry fundamentals and macro conditions over the recent
period.  Additionally, the rating is also supported by Sheridan's
adequate liquidity position and moderate pro forma debt leverage
(with expectations for steady deleveraging over time).

Based on the proposed transaction, Sheridan's debt structure will
consist of first lien bank debt only, compared to the existing
structure of both bank debt and bonds.  As such, Moody's lowered
Sheridan's probability of default rating to B3 from B2 and
switched to a 65% family recovery rate from a 50% family recovery
rate, as indicated by Moody's Loss Given Default Methodology.  In
Moody's opinion, companies with only first-lien bank debt have
better recovery prospects but a higher probability of default than
firms with mixed debt capital structures.

The stable outlook incorporates Moody's expectation that Sheridan
will be able to stabilize recent revenue declines through new
customer growth and realize cost savings from its facility
consolidation and that debt leverage will remain below 4.0x debt-
to-EBITDA.  Additionally the stable outlook also assumes that
Sheridan will maintain at least an adequate liquidity profile
supported by modestly positive free cash flow in 2011 followed by
more significant free cash flow in 2012.

Sheridan's rating or outlook could come under pressure if the
Company experiences a material erosion in EBITDA levels as a
result of protracted revenue declines and/or inability to
effectively manage its cost structure such that debt-to-EBITDA
approaches 4.5x and/or free cash flow generation falls to less
than 5% of total debt.  Additionally, overly shareholder-friendly
fiscal policies that weaken the Company's credit profile could
also result in negative rating actions.  Absent an improvement in
industry fundamentals and a material increase in Sheridan's
overall size and scale, a ratings upgrade is highly unlikely over
the next 12 to 18 months.  Additionally, a ratings upgrade would
require evidence of improvement in top line revenue trends
combined with expectations for sustainable debt-to-EBITDA in the
low 3.0x-range and sustainable positive free cash flow exceeding
10% debt.

Headquartered in Hunt Valley, Maryland, The Sheridan Group, Inc.
is a provider of printing solutions to niche markets within
specialty journal, catalog, magazine and book segments.  Sheridan
operates through three business segments -- Publications (56% of
revenues), Catalogs (23% of revenues), and Books (21% of
revenues).  For the last twelve month period ended September 2010,
the Company reported revenues of approximately $273 million.


SHERIDAN GROUP: S&P Assigns 'B' Rating to New $160 Mil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Hunt Valley, Md.-based
printing company The Sheridan Group Inc.'s new $160 million credit
facilities its preliminary issue-level rating of 'B' (at the same
level as S&P's 'B' corporate credit rating on the company).  S&P
also assigned this debt a preliminary recovery rating of '3',
indicating its expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default.  The new facilities
will consist of a $20 million revolving credit facility due 2015
and a $140 million term loan due 2016.  The company plans to use
the proceeds to refinance its existing revolving credit facility
and its existing senior secured notes.

S&P's 'B' corporate credit rating on Sheridan, as well as all
outstanding issue-level ratings on the company's debt, remains on
CreditWatch, where it was placed with negative implications on
Oct. 11, 2010.  The CreditWatch placement was due to the risks
associated with significant near-term maturities.

"The negative CreditWatch listing is based on Sheridan's declining
liquidity due to its significant near-term maturities," explained
Standard & Poor's credit analyst Tulip Lim.  "The proposed
transaction significantly reduces near-term maturities to
$7 million, from $142.9 million as of Sept. 30, 2010."

The 'B' corporate credit rating reflects S&P's expectation of
continued difficult operating conditions across the company's
niche printing segments, high debt leverage, and the secular shift
away from print media.  S&P views Sheridan's business risk as
vulnerable because of its specialized printer servicing niche
segments, including short-run (i.e., small print volumes) books,
short- and medium-run journals, specialty magazines, and specialty
catalogues, many of which are facing operating pressures.  S&P
believes these pressures will continue into 2011, causing revenue
and EBITDA to decline further.  S&P regards Sheridan's financial
risk profile as highly leveraged, based on the company's
significant near-term maturities.

The company is exposed to secular pressures affecting print media,
as more content is available and consumed online and more
advertising dollars are being allocated to digital media.
Sheridan is also vulnerable to economic cyclicality, and its
continuing weak operating performance is partially linked to the
soft economy.  The printing industry, for many years, has
exhibited pricing and efficiency pressures.  These risks have
intensified, even for previously more stable niche businesses.

If the company refinances its near-term maturities in a timely
manner with the proposed credit facilities, S&P will likely affirm
the rating with a stable outlook.  However, if the company
encounters delays in completing the refinancing and has not
articulated an achievable alternate plan, S&P would likely lower
the rating.


SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Silverlake Real Estate, LLC
        269 S. Beverly Drive, #1175
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-17755

Chapter 11 Petition Date: February 23, 2011

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

Judge: Ernest M. Robles

Debtor's Counsel: Yevgeniya Lisitsa, Esq.
                  LAW OFFICES OF GINA LISITSA
                  5455 Wilshire Boulevard, Suite 901
                  Los Angeles, CA 90036
                  Tel: (323) 857-5990
                  Fax: (323) 857-5941
                  E-mail: glisitsa@msn.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Kevin Moda, Manager.


SKYLINE WOODS: 8th Cir. Rejects Bid to Reopen Chapter 11 Case
-------------------------------------------------------------
If so authorized, the purchaser of real property from a bankruptcy
estate acquires title to the land "free and clear of any interest"
identified in 11 U.S.C. Sec. 363(f).  After an affiliate of
Liberty Building Corporation purchased the Skyline Woods Golf
Course in Douglas County, Nebraska, from the estate of a Chapter
11 debtor, residents of the surrounding planned community sued the
purchasers to enforce express and implied restrictive covenants.
The Supreme Court of Nebraska held that the bankruptcy sale did
not extinguish equitable interests in having the property
maintained as a golf course.  Skyline Woods Homeowners Ass'n, Inc.
v. Broekemeier, 758 N.W.2d 376, 392-93 (Neb. 2008).  Liberty and
its secured lender, Mid-City Bank, appeal the bankruptcy court's
denial of their motion to reopen the closed bankruptcy proceedings
in order to declare the Supreme Court of Nebraska judgment void
and to enjoin the residents from enforcing it.  The United States
Court of Appeals for the Eighth Circuit held that denial of the
motion to reopen was not an abuse of discretion because, in a
reopened bankruptcy proceeding, the state-court judgment would be
entitled to the full faith and credit mandated by 28 U.S.C. Sec.
1738.  Accordingly, the Eighth Circuit affirmed.

The case is Mid-City Bank, et al., v. Skyline Woods Homeowners
Association, et al., Case No. 10-2618 (8th Cir.).  The three-man
panel consists of Circuit Judges James B. Loken, Morris S. Arnold,
and Kermit E. Bye.  A copy of the 8th Circuit's Feb. 22, 2011
decision is available at http://is.gd/AuyJSMfrom Leagle.com.
Judge Loken wrote the opinion.

Operating a golf course in Elkhorn, Neb., Skyline Woods Country
Club, LLC, sought chapter 11 protection (Bankr. D. Neb. Case No.
04-84218) on Dec. 15, 2004, was represented by Michael C.
Washburn, Esq., in Omaha, and estimated its assets and debts at
less than $10 million at the time of the filing.  On or about
Feb. 4, 2005, the Debtor sold substantially all of its assets for
$2.9 million to David and Robin Broekemeier, who took title to the
property in the name of Liberty Building Corp.  The bankruptcy
case was converted to a "no-asset" Chapter 7 liquidation and
closed on Jan. 31, 2006.


SKYPORT GLOBAL: Bankr. Court Rules on Suit vs. CenturyTel
---------------------------------------------------------
Joanne Schmermerhorn, John K. Waymire, et al., v. CenturyTel, Inc.
(a/k/a Century Link), Clarence Marshall, et al., Adv. Pro. No.
10-03150 (Bankr. S.D. Tex.), was originally initiated in Texas
state court, where the plaintiffs filed a petition accusing the
defendants of certain acts and omissions in connection with
investments in and management of two companies -- SkyPort Global
Communications, Inc., and SkyComm Technologies, Inc.  SkyPort is
operating pursuant to a Chapter 11 plan of reorganization which
was confirmed in 2009.  After the Plaintiffs filed the Petition,
the Defendants, except the law firm of Wilson Vukelich LLP, then
removed the suit from state court to the Bankruptcy Court on
March 26, 2010, asserting that the Bankruptcy Court has
jurisdiction over the suit because its filing constitutes an
attack on the Plan and the Confirmation Order.  The Defendants,
except the law firm of Wilson Vukelich LLP, argue that the claims
in the Petition are barred derivative claims on behalf of SkyPort,
and the Plaintiffs' request in the Petition that a receiver be
appointed to run SkyPort is an attempt to undermine the Plan.

On March 26, 2010, the Defendants, except the law firm of Wilson
Vukelich LLP, also filed a Motion to Dismiss Adversary Proceeding.
On April 19, 2010, the Plaintiffs filed their Objections to the
Motion to Dismiss.

Bankruptcy Judge Jeff Bohm has concluded that some of the claims
and relief sought in the Petition do violate the terms of the Plan
and the Confirmation Order.  Many of the claims brought by the
Plaintiffs are derivative claims -- which therefore belong to
Skyport -- and are barred from being brought under the express
terms of the Plan.

In a Jan. 13, 2011 Memorandum Opinion, Judge Bohm set forth which
claims in the Petition are barred and therefore must be dismissed
with prejudice, and which claims are not barred and therefore may
be prosecuted.  A copy of the decision is available at
http://is.gd/os53UFfrom Leagle.com.

Satellite and terrestrial communication service provider SkyPort
Global Communications, Inc. -- http://www.skyportglobal.com/--
sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 08-36737)
on Oct. 24, 2008.  Edward L. Rothberg, Esq., at Weycer Kaplan
Pulaski & Zuber, in Houston, represents the Debtor.  At the time
of the chapter 11 filing, the Debtor reported $8,736,791 in assets
and was unable to estimate its liabilities.


SOCIETY OF JESUS: Creditors File 37 Suits to Recover $3.1 Million
-----------------------------------------------------------------
Lynne Terry at The Oregonian reports that lawyers representing a
group of people who accuse Jesuit priests of sexual abuse filed 37
lawsuits on Feb. 17, 2011, in the bankruptcy involving the
region's Jesuits, asking for about $3.1 million.

The Oregonian says the lawsuits, filed in U.S. Bankruptcy Court in
Portland, claim that the regional order paid out money to various
entities before declaring bankruptcy two years ago and that money
should actually be part of the order's assets.

James Stang, a lawyer representing a creditor's committee that
brought the lawsuits, said some of money went towards training
priests and other funds were spent on faculty and student tuition
at a time when abuse victims were seeking millions in dollars in
damages against the order, according to The Oregonian.

The Oregonian relates Mr. Stang said the suits do not contend that
the Jesuits were trying to protect their assets from abuse claims.

"I don't think this is a hiding issue," The Oregonian quotes
Mr. Stang as saying.  "It's not illegal.  This is what Jesuits do.
They support education.  That's a fine thing to do, when you're
not insolvent."

The region's Jesuits, a Roman Catholic order formally known as the
Oregon Province of Society of Jesus, filed for bankruptcy on Feb.
17, 2009 in the face of sex-abuse lawsuits brought against Jesuit
priests. Between 2001 and early 2009, the order settled more than
200 legal claims, paying out $25 million.

The Oregonian notes that the creditor's committee, made up of
seven abuse victims representing the interests of accusers, had
two years to bring the claims in the bankruptcy proceedings.

The order, which covers Oregon, Washington, Idaho, Alaska and
Montana, would not comment on the lawsuits, saying in a statement
that its affairs were tied up in Chapter 11 bankruptcy
proceedings, The Oregonian says.

When the order filed for bankruptcy, it faced more than 150
lawsuits alleging priest abuse.  There are now more than 500
people seeking compensation for having suffered a lifetime of
pain.

The Oregonian adds that Mr. Stang said that some of the lawsuits
might be settled out of court while others could end up being
litigated.

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection on Feb. 17, 2009 (Bankr. District of Oregon Case No.
09-30938).  Alex I Poust, Esq., Howard M. Levine, Esq., and
Thomas W. Stilley, Esq., at Sussman Shank LLP, serve as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed total assets at $4,820,386 and total debts at
$61,775,829 at the Petition Date.


SOMERSET PROPERTIES: Taps Lewis Firm to Handle Malpractice Claim
----------------------------------------------------------------
Somerset Properties SPE, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for permission to employ E.
Hardy Lewis and Blanchard, Miller, Lewis & Isley, P.A.
as special counsel.

The Lewis will represent the Debtor in a legal malpractice claim
against attorneys who have done legal work for the Debtor during
the last three years, the validity of which has already been
confirmed by Lewis.  Specifically the legal work will center on
the pursuit of a legal malpractice claim concerning a lease in
which it appears the Debtor, ?unwittingly? released valid claims
against a bankruptcy estate in an auction then pending in the
District of Delaware.

The hourly rates of the firm's personnel are:

   E. Hardy Lewis                       $325
   Paralegal                            $125

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

Lewis can be reached at:

     E. HARDY LEWIS AND BLANCHARD, MILLER, LEWIS & ISLEY, P.A.
     1117 Hillsborough Street
     Raleigh, NC 27603
     Tel: (919) 755-3993
     Fax: (919) 755-3394
     Web site: http://www.bmlilaw.com
     E-mail: hlewis@bmlilaw

                 About Somerset Properties SPE, LLC

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C.
Case No. 10-09210).  William P. Janvier, Esq., at Janvier Law
Firm, PLLC, represents the Debtor in its restructuring effort.
The Company disclosed $36,496,015 in assets and $28,825,521 in
liabilities as of the Chapter 11 filing.


STARPOINTE ADERRA: CCS Acquires Aderra Condominium
--------------------------------------------------
Aderra Condominium Residences, a 312-unit, 13-building condominium
community in Phoenix, Ariz., is now owned and managed by one of
the nation's most experienced, well-capitalized condominium turn-
around companies -- Denver-based Condo Capital Solutions (CCS).

CCS purchased the Starpointe Communities construction loans for
both Aderra Condominium Residences (Aderra) at 11640 N. Tatum
Blvd., in Phoenix, and Corriente Residences at 7601 E. Indian Bend
Road in Scottsdale, in August 2009 for an undisclosed price.  CCS
became the owner of Corriente Residences through foreclosure in
February 2010.

Starpointe Aderra Condominiums Limited Partnership filed for
bankruptcy protection on Dec. 30, 2009.  The foreclosure sale was
allowed to proceed by the bankruptcy court on February 23, 2011
and subsequently, CCS became the owner of the project.

CCS's business strategy is to sell the remaining 153 condos at
market prices, according to Peter Wells, a principal in the
company.

Aderra is one of many projects acquired by CCS in the past few
years. The value of the recent acquisitions by CCS is upwards of
$200 million nationally, according to Wells.

The company also owns and is marketing four other projects in
Arizona Bridgeview Condominiums on the south shore of Tempe Town
Lake, Corriente Residences in Scottsdale, Rio del Sol Condominium
Homes in Tucson and Boulder Canyon at La Reserve in Oro Valley.

Headquartered in the Denver area, Condo Capitol Solutions provides
successful work-outs for condo projects and/or condo loans.  CCS
is part of the Real Capital Solutions companies that includes
Homebuilding Capital Solutions and Apartment Capital Solutions.

                  About Condo Capital Solutions

Denver-based Condo Capital Solutions specializes in investing in
distressed real estate with a focus on condominium projects. The
company has developed a portfolio approaching 40 communities
nationwide, including projects in Arizona, Colorado, Florida,
Texas and Wyoming.

               About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums, L.P., is
an upscale community of 312 condominium units located in thirteen
three-story buildings in North Central Phoenix.  Starpointe Aderra
is one of several loccl 'Starpointe' real estate projects
developed by Starpointe Communities.  The principals of Starpointe
Communities are Robert A. Lyles and Patricia A. Watts.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-33625) on Dec. 29, 2009.  Warren J. Stapleton,
Esq., and Brenda K. Martin, Esq., at Osborn Maledon P.A., in
Phoenix, Ariz., represent the Debtor.  An official committee of
unsecured creditors has not been formed in the Debtor's case.  In
its schedules, the Debtor disclosed $$26,545,819 in assets and
$30,581,468 in liabilities as of the petition date.


STATE INSULATION: Files for Chapter 11 Due to Mesothelioma Claims
-----------------------------------------------------------------
State Insulation Corporation filed for Chapter 11 protection
(Bankr. D. N.J. Case No. 11-15110) in Trenton, New Jersey, on
Feb. 23 to reorganize and provide for payment of its asbestos and
other liabilities and preserve its business for the benefit of all
creditors and other stakeholders.

State Insulation is a distributor of insulation products and
accessories for the installation of insulation.  It has never
manufactured any products.  The Debtor employs 24 people and its
sales are focused in New York, New Jersey, Pennsylvania and
certain foreign markets. The Debtor delivers the products it sells
using its own fleet of trucks and by common carriers, including
shipping product overseas via steamship.

The Debtor estimated assets and debts of $1 million to $10 million
as of the Chapter 11 filing.

"During 2008, the Debtor grew to approximately $24 million in
sales, however, due to the downturn in the world economy, the
Debtor's sales for 2010 are forecast to be $14 million.  The
Debtors do not anticipate returning to the revenue levels of 2008
in the near future as the economy recovers from the recession of
2009," relates George Lionikis, Jr., chief executive officer of
State Insulation.

The Debtor owes $500,000 under a secured loan provided by I&G, an
entity owned by its CEO, George Lionikis, Sr.

From its formation through 1977, the Debtor distributed many
different insulation products, a small percentage of which
contained asbestos as an ingredient.  Hundreds of asbestos suits
were filed against the Debtor in the 80s and 90s but the Debtor
was able to have many cases dismissed as a result of the Debtor's
production of evidence demonstrating it had not sold asbestos
containing products to the claimant's employers or jobsite.  There
are still currently approximately 90 asbestos-related actions
against the Debtor pending.  At the rate the asbestos claims were
being filed against and being settled by the Debtor and its
insurance carrier, it appeared that the Debtor would be able to
address all of the claims through (a) the insurance currently in
place (approximately $1.3 million remains) and (b) after
exhaustion of the insurance proceeds, with cash flow from
operations, Mr. Lionikis relates.

"However, in recent years, there has been an increase in the
number of mesothelioma claims, which often result in larger
settlements than other asbestos-related claims.  Up until 2009,
with over 5000 claims either settled or dismissed, the Debtor had
only paid a handful of settlements in excess of $100,000, but in
2009 the Debtor had to settle a single claim for $525,000.  As of
the Petition Date, there are a number of mesothelioma cases that
are scheduled for trial or likely to be in the near future," Mr.
Lionikis explains.

"While there are fewer and fewer defendants as time passes, the
claims are now much larger and the Debtor will be unable to
sustain the defense of the remaining and anticipated claims out of
the remaining insurance or cash flow, particularly in light of the
decline in the Debtor's operating revenues that began in 2009 and
is expected to continue for the foreseeable future."


STATE INSULATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: State Insulation Corporation
        525 Johnstone Street
        Perth Amboy, NJ 08861

Bankruptcy Case No.: 11-15110

Chapter 11 Petition Date: February 23, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Kenneth Rosen, Esq.
                  LOWENSTEIN SANDLER PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  E-mail: krosen@lowenstein.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/njb11-15110.pdf

The petition was signed by George Lionikis, Sr., president.


STRATEGIC AMERICAN: Closes Acquisition of Galveston Bay Energy
--------------------------------------------------------------
Strategic American Oil Corporation announced that it closed the
purchase of Galveston Bay Energy, LLC on Feb. 15, 2011.  Based
upon the cash purchase price of $9.9 million, the imputed cost of
proved producing reserves is $0.46 per Mcfe, or $2.75 per barrel
of oil equivalent.

For the five months ended Dec. 31, 2010, production averaged 2.3
million cubic feet gas equivalent per day (MMcfepd), or 378
barrels of oil equivalent per day (boepd).

An independent engineering report (utilizing SPE standards)
estimated net proved reserves as of Oct. 1, 2010 total 3.6 million
barrels of oil equivalent (boe), or 21.9 billion cubic feet of
natural gas equivalent (bcfe), of which 27% is represented by
proved developed producing and shut-in categories.

The GBE properties are located on the Texas Gulf Coast and consist
of five fields encompassing 24,556 gross and 22,950 net acres
located in prolific producing areas.  GBE operates 100% of its
production, and maintains approximately 85% working interest in
virtually all of its producing properties.

Jeremy G. Driver, CEO of Strategic American Oil, stated, "This is
a seminal event for Strategic American, which provides us a solid
financial and operational foundation.  Our goal is to grow
production and cash flow.  This transaction is immediately
accretive to cash flow, production, and reserves on a per share
basis."  Mr. Driver further stated, "The Company's 2011 program is
weighted towards low risk development and workover projects.
Strategic now has a multi-year inventory of diversified projects
in a key domestic producing hydrocarbon basin.  We are also
excited about exploration opportunities with respect to deeper
pools not identified in our independent engineering report."

The acquisition was funded with proceeds from a private placement
of common stock.

                    About Strategic American Oil

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at Oct. 31, 2010, showed $1.89 million
in total assets, $2.96 million in total liabilities, and a
stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


SUPERSTITION PROMENADE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Superstition Promenade LLC
        745 East Maryland, Suite 100
        Phoenix, AZ 85014

Bankruptcy Case No.: 11-04236

Chapter 11 Petition Date: February 22, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: John J. Hebert, Esq.
                  Mary B. Martin, Esq.
                  POLSINELLI SHUGHART, P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2011
                       (602) 650-2007
                  Fax: (602) 391-2546
                       (602) 264-7033
                  E-mail: jhebert@polsinelli.com
                          mmartin@polsinelli.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Irwin G. Pasternack, managing member.


SUSTAINABLE ENVIRONMENTAL: Posts $329,100 Loss in Dec. 31 Quarter
-----------------------------------------------------------------
Sustainable Environmental Technologies Corporation (formerly RG
Global Lifestyles, Inc.) filed its quarterly report on Form 10-Q,
reporting a net loss of $329,153 on $673,984 of revenues for the
three months ended Dec. 31, 2010, compared with a net loss of
$50,576 on $235,082 of revenues for the three months ended
Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$3.1 million in total assets, $4.5 million in total liabilities,
and a stockholders' deficit of $1.4 million.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.

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

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

Sustainable Environmental earlier notified the U.S. Securities and
Exchange Commission that it will be late in filing its quarterly
report for the period ended Dec. 31, 2010.

                 About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.


TAYLOR BEAN: SEC Charges Former Treasurer for Role in Fraud
-----------------------------------------------------------
The Securities and Exchange Commission on Thursday charged the
former treasurer of the one-time largest non-depository mortgage
lender in the country with aiding and abetting a $1.5 billion
securities fraud scheme and an attempt to scam the U.S. Treasury's
Troubled Asset Relief Program.

The SEC alleges that Desiree E. Brown, the former treasurer of
Taylor, Bean & Whitaker Mortgage Corp., helped enable the sale of
more than $1.5 billion in fictitious and impaired mortgage loans
and securities from TBW to Colonial Bank, and caused them to be
falsely reported to the investing public as high-quality, liquid
assets. Ms. Brown also helped cause Colonial Bank to misrepresent
that it had satisfied a prerequisite necessary to qualify for TARP
funds.

The SEC previously charged former TBW chairman and majority owner
Lee B. Farkas in June 2010. Mr. Farkas also was arrested in June
by criminal authorities.

In a related action, Ms. Brown pleaded guilty to criminal charges
filed by the Department of Justice in the Eastern District of
Virginia.

Jeremy Pelofsky of Reuters and Andrea Evans of Reuters Legal
reported that Ms. Brown was set to enter a plea agreement to
federal criminal charges on Thursday, according to court records
released Tuesday.  The case is USA v. Brown, Case No. 11-cr-00084
(E.D. Va.).

According to Reuters, no details of the criminal charges were
available, but U.S. Judge Leonie Brinkema scheduled a hearing for
9:15 a.m. on Thursday in the U.S. District Court for the Eastern
District of Virginia.

According to Reuters, new executives for Taylor Bean sifting
through the remains of the mortgage company have said in
bankruptcy court filings that Ms. Brown received more than
$1.5 million over three years in bonuses and money to buy
waterfront property.

Reuters said that if Ms. Brown does enter a guilty plea, it would
be the first involving Taylor Bean.

"Brown willingly participated with Farkas in a $1.5 billion fraud
on Colonial Bank and its investors," said Lorin L. Reisner, Deputy
Director of the SEC's Division of Enforcement, in a statement.
"Brown also aided efforts by Mr. Farkas to mislead Colonial Bank
and its regulators regarding the bank's application for TARP
funds."

According to the SEC's complaint filed in U.S. District Court for
the Eastern District of Virginia, Ms. Brown and Mr. Farkas
perpetrated the fraudulent scheme from March 2002 to August 2009,
when Colonial Bank was seized by regulators and Colonial BancGroup
and TBW both filed for bankruptcy. TBW was the largest customer of
Colonial Bank's Mortgage Warehouse Lending Division (MWLD).
Because TBW generally did not have sufficient capital to
internally fund the mortgage loans it originated, it relied on
financing arrangements primarily through Colonial Bank's MWLD to
fund such mortgage loans.

The SEC alleges that when TBW began to experience liquidity
problems and overdrew its then-limited warehouse line of credit
with Colonial Bank by approximately $15 million each day, Ms.
Brown and Mr. Farkas and an officer of Colonial Bank concealed the
overdraws through a pattern of "kiting" in which certain debits
were not entered until after credits due for the following day
were entered. In order to conceal this initial fraudulent conduct,
Ms. Brown, Mr. Farkas and the Colonial Bank officer created and
submitted fictitious loan information to Colonial Bank and created
fictitious mortgage-backed securities assembled from the
fraudulent loans. By the end of 2007, the scheme consisted of
approximately $500 million in fake residential mortgage loans and
approximately $1 billion in severely impaired residential mortgage
loans and securities. These fictitious and impaired loans were
misrepresented as high-quality assets on Colonial BancGroup's
financial statements.

The SEC alleges that in addition to causing Colonial BancGroup to
misrepresent its assets, Ms. Brown assisted Mr. Farkas in causing
BancGroup to misstate publicly that it had obtained commitments
for a $300 million capital infusion that would qualify Colonial
Bank for TARP funding. In fact, Mr. Farkas and Ms. Brown never
secured financing or sufficient investors to fund the capital
infusion. When BancGroup issued a press release announcing it had
obtained preliminary approval to receive $550 million in TARP
funds, its stock price jumped 54% -- its largest one-day price
increase since 1983. When BancGroup and TBW later mutually
announced the termination of their stock purchase agreement and
signaled the end of Colonial Bank's pursuit of TARP funds,
BancGroup's stock declined 20%.

The SEC's complaint charges Ms. Brown with violations of the
antifraud, reporting, books and records and internal controls
provisions of the federal securities laws. Without admitting or
denying the SEC's allegations, Ms. Brown consented to the entry of
a judgment permanently enjoining her from violation of Rule 13b2-1
of the Securities Exchange Act of 1934 and from aiding and
abetting violations of Sections 10(b), 13(a), 13(b)(2)(A),
13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 10b-5, 12b-
20, 13a-1, 13a-11 and 13a-13 thereunder. The proposed preliminary
settlement, under which the SEC's requests for financial penalties
against Ms. Brown would remain pending, is subject to court
approval.

The SEC's case was investigated by M. Graham Loomis, Aaron W.
Lipson, Yolanda L. Ross and Barry R. Lakas of the Atlanta Regional
Office. The SEC acknowledges the assistance of the Fraud Section
of the U.S. Department of Justice's Criminal Division, the Federal
Bureau of Investigation, the Office of the Special Inspector
General for the TARP, the Federal Deposit Insurance Corporation's
Office of the Inspector General, the Office of the Inspector
General for the U.S. Department of Housing and Urban Development,
and the U.S. Attorney's Office for the Eastern District of
Virginia, Civil Division. The SEC brought its enforcement action
in coordination with these other members of the Financial Fraud
Enforcement Task Force.

The SEC's investigation is continuing.

                           *     *     *

Suevon Lee at Ocala.com reports that while the details of Brown's
criminal charges are unknown, lawyers for Lee Farkas, the alleged
mastermind behind a scheme that led to massive losses and toppled
the Ocala-based company, believe it could relate to conspiracy to
commit bank fraud or wire fraud.  Mr. Farkas, the former chairman
of Taylor Bean, is thus far the only person who has been charged
by indictment in connection to the fallout.  He faces 16 counts of
bank, wire and securities fraud and is set to stand trial April 4
in Alexandria, Virginia, report says.

Ocala.com relates Ms. Brown was one of several high-level
executives at Taylor Bean who allegedly benefited from unlawful
withdrawals from the company account totaling more than $50
million, using the funds to purchase a waterfront real estate lot
and subsidize her child's education.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEACHERS PROTECTIVE: AM Best Cuts Financial Strength Rating to C++
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C++ (Marginal) from B- (Fair) and issuer credit rating (ICR) to
"b+" from "bb-" of Teachers Protective Mutual Life Insurance
Company (Teachers Protective) (Lancaster, PA).  The outlook for
the ICR has been revised to negative from stable, while the
outlook for the FSR is stable.

Concurrently, A.M. Best has withdrawn the ratings at the company's
request and assigned a category NR-4 (Company Request) to the FSR
and an "nr" to the ICR.

Teachers Protective has reported continued operating losses and
surplus deterioration over the past three years, primarily the
result of higher than expected claims, long-term care reserve
strengthening and realized capital losses.  The company has a
concentration of small group major medical business in the
Pennsylvania market, which exposes it to market and regulatory
risks.  Health care reform will have a longer-term material impact
on Teachers Protective's group major medical business and will
likely pose numerous challenges.  In addition, A.M. Best believes
the company's closed block of long-term care business has the
potential for additional future reserve strengthening.


THERMOENERGY CORP: Scott Fine, et al., Hold 30.4% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Scott A. Fine and his affiliates disclosed that they
beneficially own 23,281,277 shares of common stock of ThermoEnergy
Corp. representing 30.4% of the shares outstanding.  At Nov. 9,
2010, there were 55,481,918 shares of common stock outstanding.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company's balance sheet as of Sept. 30, 2010, showed
$7 million in total assets, $18.8 million in total current
liabilities, and a stockholders' deficit of $11.8 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Kemp & Company, a Professional Association, in Little Rock, Ark.,
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 incurred net
losses since inception and will require substantial capital to
continue commercialization of the Company's technologies and to
fund the Company's liabilities.


TIGRENT INC: Eliot Rose Discloses 7.17% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, each of Eliot Rose Asset Management, LLC and
Gary S. Siperstein disclosed beneficial ownership of 934,800
shares of common stock of Tigrent Inc. representing 7.17% of the
shares outstanding.  There were 13,028,587 shares of common stock
outstanding as of Nov. 5, 2010.

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed
$43.8 million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TIGRENT INC: Tapestry Investment Holds 6.39% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Tapestry Investment Partners, LP disclosed
that it beneficially owns 684,800 shares of common stock of
Tigrent Inc. representing 6.39% of the shares outstanding. There
were 13,028,587 shares of common stock outstanding as of Nov. 5,
2010.

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed
$43.8 million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TOWING AND RECOVERY: Charles Suit Goes Back to State Court
----------------------------------------------------------
Raymond Charles, Sr., sued Towing and Recovery Professionals
of Louisiana Trust in the Fifteenth Judicial District Court on
Sept. 7, 2007, for alleged injuries and economic damages he
sustained in a vehicular accident in Lafayette, Louisiana on
Sept. 14, 2006.  Plaintiff alleges that Seville J. Viator was in
the course and scope of his employment for J.C.'s Wrecker Service,
Inc. when he struck plaintiff's vehicle from the rear in a 2003
International truck.  Plaintiff names as defendants Mr. Viator,
J.C.'s Wrecker Service and TRPLT as the insurer of J.C.'s Wrecker
Service.  After filing for bankruptcy, TRPLT removed the action to
the District Court.

Plaintiff filed a Motion to Remand and Abstain, contends that
TRPLT filed its Notice of Removal more than 30 days after filing
bankruptcy, and therefore the removal is untimely.  In the
alternative, plaintiff contends that the action should be
equitably remanded and the Districdt Court permissively abstain
from hearing the case, pursuant to 28 U.S.C. Sec. 1452(b) because
the personal injury claim is not a "core proceeding" as TRPLT
asserts in its Notice of Removal, but rather is only a "related
case" to the bankruptcy proceeding.

TRPLT concedes that plaintiff is entitled to relief with regard to
abstention by the Court and that "it inadvertently stated in its
Notice of Removal that this matter was a "core proceeding" when it
is in fact a "related case", but denies that this matter was
improperly or untimely removed.

In his Feb. 17, 2011 memorandum ruling and order, District Judge
Tucker L. Melancon held that:

     -- The other parties in the action are not involved in
        TRPLT's bankruptcy case which is in the Middle District of
        Louisiana;

     -- The action also relates only tangentially to TRPLT's
        bankruptcy case.  The The action is not a core proceeding,
        and the substantive claims have nothing whatever to do
        with bankruptcy laws or the bankruptcy court;

     -- TRPLT's attempt to remove the action more than six
        months after filing for bankruptcy and after a trial date
        was set in the state court proceeding suggests forum
        shopping;

     -- Because the action has been pending in Louisiana state
        court for roughly four years and is now close to trial,
        removal would significantly prejudice plaintiffs. Removal
        at this late stage would also ignore the substantial
        efforts of the Louisiana state court in bringing the case
        to trial and result in much wasted time and effort;

     -- There is little federal interest in trying plaintiff's
        nondiverse, state law, personal injury claims in federal
        court.

Accordingly, Judge Melancon held that TRPLT's removal of the case
was untimely under either 28 U.S.C. Sec. 1446 or Rule 9027 and,
even if removal were timely, it is appropriate to equitably remand
the action pursuant to 28 U.S.C. Sec. 1452(b), and to permissively
abstain from further proceedings on the action pursuant to
28 U.S.C. Sec. 1334(c)(1).  The Court granted plaintiff's request
for expenses and attorney's fees in filing the motion pursuant to
28 U.S.C. Sec. 1447.  The action is remanded to the Fifteenth
Judicial District for the Parish of Lafayette, State of Louisiana.

Based in Baton Rouge, Louisiana, Towing and Recovery Professionals
of Louisiana Trust filed for Chapter 11 bankruptcy (Bankr. M.D.
La. Case No. 10-10707) on May 17, 2010.  Gary K. McKenzie, Esq. --
gmckenzie@steffeslaw.com -- and William E. Steffes, Esq. --
bsteffes@steffeslaw.com -- at Steffes, Vingiello & McKenzie, LLC,
serve as bankruptcy counsel.  In its petition, the Debtor listed
$1 million to $10 million in both assets and debts.


TOWNSENDS INC: Court Approves $24.9 Million Sale to Omtron USA
--------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware approved the asset purchase agreement
between Townsends Inc. and its debtor-affiliates, and Omtron USA
LLC for the sale of the Debtors' two chicken processing plants in
Chatham County, North Carolina, and other assets for $24,936,950.

Under the agreement, Omtron made a $5.5 million deposit for the
Debtors' assets to Morris, Nichols, Arsht & Tunnel LLP as escrow
agent.  The sale will close on Feb. 25, 2011 at 1:00 p.m.

Omtron is an affiliate of Agroholding Avangard, Ukraine's largest
egg producer.

"While we hate to see the end of Townsends' presence in North
Carolina, we are glad to have worked with Omtron and others to
ensure that an estimated 1,500 jobs stay in our state and support
our rural economies," state Agriculture Commissioner Steve Troxler
said in a statement.  "By purchasing these assets and diversifying
its operations to enter broiler production, Omtron also gives hope
to 250 poultry farmers who were under contract with Townsends."

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?73c5

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection on December 19, 2010 (Bankr. D. Del. Lead
Case No. 10-14092).  As of December 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TOWNSENDS INC: Court Set March 29 as Claims Bar Date
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
March 29, 2011, at 4:00 p.m., as deadline for creditors of
Townsends Inc. and its debtor-affiliates to file proofs of claim.

Governmental units have until June 17, 2011, at 4:00 p.m., to file
proofs of claim.

All proofs of claim must be filed at:

   i) if via mail:

      Donlin, Recano & Company, Inc.
      Townsends, Inc., et al.
      P.O. Box 2074
      Murray Hill Station, New York, NY 10156; and

  ii) if via Hand Delivery or Overnight Courier:

      Donlin, Recano & Company, Inc.
      Townsends, Inc., et al.
      419 Park Avenue South, Suite 1206
      New York, NY 10016

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection on December 19, 2010 (Bankr. D. Del. Lead
Case No. 10-14092).  As of December 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TOYS 'R' US: Public Offering Cues Fitch to Retain Positive Watch
----------------------------------------------------------------
The ratings of Toys 'R' Us, Inc., and its various subsidiary
entities remain on Rating Watch Positive pending the outcome of
the company's initial public offering announced in May 2010, and
considering Fitch Ratings' expectation that the company's
operating results will not deteriorate from current levels.
Fitch's policy is to review the Rating Watch every three months.

The IPO registration is currently active.  The estimated size of
the IPO of around $800 million and the expected use of the net
proceeds have not changed.  Upon the completion of the IPO, Toys
will pay a termination fee to the sponsors.  The remaining balance
of the net proceeds of the offering will be used primarily for
debt repayment, which Fitch expects will result in leverage
(adjusted debt/EBITDAR) decreasing to below 5.5 times for fiscal
2011 ending Jan. 28, 2012.  This would be an improvement from 6.1x
expected in fiscal 2010 (ending Jan. 29, 2011), which is based on
revenue growth of approximately 2% and a decline in the EBITDA
margin of 40 basis points to 7.4%.

The ratings continue to reflect Toys' ability to maintain
relatively flat credit metrics and positive free cash flow
generation in fiscal 2010 compared to fiscal 2009 despite some
pressure on operating margins.  The Rating Watch Positive reflects
an expectation of a strengthening in fiscal 2011 credit metrics as
a result of the debt repayment from the IPO proceeds and Fitch's
expectation that Toys' operating performance will not weaken from
the current level.

Fitch maintains the Rating Watch Positive for these ratings:

Toys 'R' Us, Inc.

  -- Issuer Default Rating 'B';
  -- Senior unsecured notes 'CC/RR6'.

Toys 'R' Us - Delaware, Inc.

  -- IDR 'B';
  -- Secured revolver 'BB/RR1';
  -- Secured term loan 'B-/RR5';
  -- Senior secured notes 'B-/RR5';
  -- Senior unsecured notes 'CCC/RR6'.

Toys 'R' Us Property Co.  I, LLC (previously known as TRU 2005 RE
Holding Co.  I, LLC)

  -- IDR 'B';
  -- Senior unsecured notes 'BB/RR1'.

Toys 'R' Us Property Co.  II, LLC (previously known as Giraffe
Holdings, LLC)

  -- IDR 'B';
  -- Senior unsecured notes 'BB-/RR2'.

Toys 'R' Us Europe, LLC (previously known as Toys 'R' Us (UK)
Ltd.)

  -- IDR 'B';
  -- Secured revolver 'BB/RR1'.


TRANS ENERGY: Mark Woodburn Discloses 7.2% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mark D. Woodburn disclosed that he beneficially owns
896,110 shares of common stock of Trans Energy representing 7.2%
of the shares outstanding.

Mr. Woodburn owns an aggregate of 896,110, of which 374,011 are
held in his name (including 58,344 shares held by the reporting
person in his 401(k) plan, and 522,099 shares in the name of MDW
Capital, Inc., a Delaware Subchapter S Corporation, of which Mr.
Woodburn is the sole stockholder and has sole voting and
dispositive power over its shares.

Of the 896,110 shares owned by Mr. Woodburn, 58,344 shares are
held in his 401(k) plan.

As of Nov. 12, 2010, there were 12,531,078 shares of common stock
outstanding.

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

The Company's balance sheet at Sept. 30, 2010, showed
$40.04 million in total assets, $19.65 million in total
liabilities, and a stockholders' deficit of $20.39 million.

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.


TRAVELCLICK INC: Moody's Assigns 'B1' Rating to $230 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to TravelCLICK,
Inc.'s proposed $230 million senior secured credit facility.
Concurrently, the B1 Corporate Family Rating was affirmed.  The
ratings outlook remains stable.

TravelCLICK has announced it is under exclusivity to acquire a
competitor in its Business Intelligence segment.  In conjunction
with the acquisition, TravelCLICK is seeking to refinance its
entire capital structure.  The proposed $230 million senior
secured credit facility will be comprised of a $20 million
revolver (expected to be undrawn at close), a $160 million term
loan and a $50 million delayed draw term loan (also expected to be
undrawn at close).  Proceeds of the term loan, along with cash on
hand and rollover equity, will be used to fund the acquisition,
refinance existing debt of $118 million, and finance certain fees
and expenses.

                        Ratings Rationale

TravelCLICK's B1 CFR incorporates its relatively stable
performance during the recession, Moody's positive outlook on the
U.S. lodging industry, and an expectation that the company's
liquidity profile should remain adequate throughout the near term.
Contrary to fluctuating trends in the hotel industry, TravelCLICK
has reported fairly stable consolidated revenues and earnings over
the past couple years.  Notably, an industry-wide trend towards a
greater percentage of bookings made directly on hotel websites
benefited TravelCLICK's overall reservation system volumes and
partially offset the negative impact of customers' lower average
occupancy and average room rates.  TravelCLICK continues to
benefit from a diverse product offering, low customer
concentration and considerable geographic diversity.

Nonetheless, the proposed transaction will increase financial
leverage by nearly one turn to approximately 4.5 times on a pro
forma basis as of Sept. 30, 2010, using Moody's standard
adjustments.  Capital and overhead spending needed to integrate
and expand technology and sales platforms is expected to weaken
margins, cash flow and interest coverage metrics in 2011.
Furthermore, the committed delayed draw term loan signals the
potential for additional debt-financed acquisitions and a
generally more aggressive financial policy.  The B1 CFR continues
to be constrained by the company's relatively modest revenue size,
reliance on strategic partners, and the vulnerability of revenues
to highly cyclical demand within the luxury and upper upscale
hotel industry.

The stable outlook reflects Moody's expectations that the proposed
acquisition will be successfully integrated in a timely manner and
TravelCLICK will modestly grow revenue in the near-term as end
market demand continues to rebound, particularly within the
business traveler segment.  Due to TravelCLICK's relatively modest
size, it is unlikely the CFR will be upgraded in the near term.
However, the ratings or outlook could be raised if TravelCLICK
significantly expands its revenue base and permanently reduces
indebtedness such that financial leverage and free cash flow to
debt can be sustained at about 3 times and above 10%,
respectively.  The outlook or ratings could be pressured if there
are additional debt-funded acquisitions or other material changes
in TravelCLICK's capital structure or strategic alliances, or if
the company's profitability or liquidity profile deteriorates.
Specifically, financial leverage and interest coverage above 5
times and below 1.7 times, respectively, could lead to a
downgrade.

Moody's assigned these ratings (and LGD assessments) to
TravelCLICK, Inc.:

* $20 million proposed senior secured revolver due 2016, B1(LGD3,
  30%)

* $160 million proposed senior secured term loan B due 2016, B1
  (LGD3, 30%)

* $50 million proposed senior secured delayed draw term loan due
  2016, B1 (LGD3, 30%)

Moody's affirmed the below ratings:

* Corporate Family Rating, B1

* $15 million senior secured revolver due December 2012, Ba2
  (LGD2, 29%) -- rating to be withdrawn upon closing of
  transaction

* $78 million senior secured term loan due December 2013, Ba2
  (LGD2, 29%) - rating to be withdrawn upon closing of transaction

Moody's lowered the below rating:

* Probability of Default Rating, to B2 from B1

TravelCLICK Holdings, Inc., is a leading provider of marketing and
reservation services to independent and chain hotels worldwide.
Headquartered in New York City, pro forma 2010 revenues are
estimated at approximately $200 million.


TRIBECA MARKET: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Tribeca Market, LLC, owner of the Amish Market grocery store at 53
Park Place in TriBeCa, New York, has filed for Chapter 11
bankruptcy protection.

Lisa Fickenscher at Crain's New York Business reports that one of
four Amish Markets in the city, the Debtor's gourmet store had
been targeted by City Council members and worker advocacy groups
who protested outside the shop last year over management's labor
practices.  Management had been fighting a union organizing
campaign.

Crain's New York recounts that in 2009, the New York State
Department of Labor levied a fine of $1.5 million on all of the
Amish Market stores and related businesses operating under the
names Zeytinz, Zeytinia and Zeytuna for failing to pay workers
overtime wages.

The bankruptcy filing has no effect on the other stores, Crain's
New York quotes attorney Stephen Kass, who is representing the
TriBeCa store, as stating.

The Debtor estimated less than $500,000 in assets and between $1
million and $10 million in liabilities as of the Chapter 11
filing.

The largest creditor listed in the filing is GM Data Corp., owed
$729,466 for "real estate commissions due to a broker related to
the sale of the business which never closed."  Other large
creditors include $21,375 owed to the state department of taxation
and $49,920 to an East Meadow, L.I. purveyor, S & B Fruit and
Vegetable.


TRIBECA MARKET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tribeca Market, LLC
          dba Amish Market
        53 Park Place
        New York, NY 10007

Bankruptcy Case No.: 11-10737

Chapter 11 Petition Date: February 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Stephen B. Kass, Esq.
                  LAW OFFICES OF STEPHEN B. KASS
                  225 Broadway, Suite 711
                  New York, NY 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640
                  E-mail: skass@sbkass.com

Estimated Assets: $100,001 to $500,000

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/nysb11-10737.pdf

The petition was signed by Armagan Tanir, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Potato Farms, LLC                     11-10735            02/22/10


TRIPLE H: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Triple H, Inc.
        1454 N. 775 E. Road
        Taylorville, IL 62568

Bankruptcy Case No.: 11-70368

Chapter 11 Petition Date: February 22, 2011

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: John S. Narmont, Esq.
                  209 Bruns Ln
                  Springfield, IL 62702
                  Tel: (217) 787-4130
                  E-mail: jnarmont@narmontlaw.com

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

Estimated Debts: $100,001 to $500,000

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilcb11-70368.pdf

The petition was signed by Leroy Harris, president.


TROPICANA ENT: OpCo Files Post-Confirmation Report for Q4
---------------------------------------------------------
Lance Millage, senior vice president finance and treasurer of
Tropicana Entertainment, LLC, submitted a post-confirmation
quarterly summary report of the OpCo Debtors for the reporting
period of Oct. 1, 2010, to Dec. 31, 2010.

                  Tropicana Entertainment, LLC
                    Cash Sources/Uses Summary
           For the Period Oct. 1 through Dec. 31, 2010
                           Unaudited

Beginning cash balance                             $38,873,715

All receipts received by Debtor:
Cash sales                                         79,513,728
Collection of accounts receivable                           0
Proceeds from litigation                                    0
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                 79,513,728
                                                --------------
Total cash available                               118,387,443

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                     0
   excluding admin. claims of bankruptcy
   professionals
Disbursements made pursuant to the admin.           1,880,153
   claims of bankruptcy professionals
All other disbursements made in the ordinary       68,440,954
   course
                                                --------------
Total disbursements                                 70,321,107
                                                --------------
Ending Cash Balance                                $48,066,336
                                                ==============

                   Tropicana Entertainment, LLC
                     Combined Balance Sheet
                     As of Dec. 31, 2010
                           Unaudited

                             ASSETS

Current Assets
Cash - unrestricted                               $35,905,907
Cash - restricted                                  15,285,534
Accounts receivable - net                          14,914,790
Inventory                                           1,754,426
Notes receivable                                            0
Prepaid expenses                                    6,820,138
Other                                                       0
                                                --------------
Total Current Assets                                74,680,795

Property, Plant and Equipment
Real property, buildings, boats, improvements     248,281,993
Machinery and equipment                                     0
Furniture, fixtures and office equipment           34,532,322
Vehicles                                                    0
Leasehold improvements / CIP                        2,047,919
Less: Accumulated depreciation/depletion          (18,421,062)
                                                --------------
Total property, plant and equipment                266,441,172

Due from affiliates and insiders                            0
Other                                              83,505,217
                                                --------------
TOTAL ASSETS                                      $424,627,184
                                                ==============

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $9,226,456
Taxes payable                                      10,409,607
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                     22,518,130
Other                                              66,087,272
                                                --------------
Total postpetition liabilities                     108,241,465

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                0
                                                --------------
Total Liabilities                                  108,241,465

Equity:
Common stock                                                0
Retained earnings (deficit)                       316,385,719
                                                --------------
Total Equity (Deficit)                             316,385,719
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY              $424,627,184
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   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: Wimar Tahoe Asserts $2 Mil. Admin. Expense Claim
---------------------------------------------------------------
Wimar Tahoe Corporation, formerly known as Tropicana Casinos and
Resorts, Inc., and Columbia Sussex Corporation have recently
notified the Court that all briefing pursuant to Rule 7007-4 of
the Local Bankruptcy Rules for the U.S. Bankruptcy Court for the
District of Delaware has been completed.

Pursuant to Bankruptcy Court Local Rule 7007-3, Wimar and
Columbia Sussex seek that oral argument be held at the Court's
convenience.

Oral argument on Wimar's Motion for Summary Judgment on its
Administrative Expense Claim is scheduled for April 8, 2011, at
10:00 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)


TYSON FOODS: Fitch Upgrades Issuer Default Rating From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and other
debt ratings of Tyson Foods, Inc.:

  -- Long-term IDR to 'BBB-' from 'BB+';
  -- Senior unsecured notes to 'BBB-' from 'BB';
  -- Senior guaranteed unsecured notes to 'BBB-' from 'BB+'.

Fitch has concurrently affirmed this rating:

  -- Secured bank facility at 'BBB-'.

Finally, Fitch has assigned this new rating:

  -- Short-term IDR at 'F3'.

The Rating Outlook is Stable.

These rating actions affect approximately $2.5 billion of total
reported debt, consisting exclusively of senior unsecured notes,
at the fiscal first quarter ended Jan. 1, 2011.

Rating Rationale:

The upgrade in Tyson's ratings to investment grade is due to the
company's commitment toward a more conservative capital structure
and financial strategy, which is resulting in considerable debt
reduction, an extended period of strong cash flow generation, and
significantly improved credit metrics.  Also incorporated in the
upgrade is Fitch's belief that, given lower debt levels and
structural improvements in the company's operations, Tyson can
maintain leverage, defined as total debt-to-operating EBITDA,
below 2.0 times in most years, despite potential cash flow
volatility inherent in the protein industry.  Tyson's ratings
continue to benefit from its leading U.S.  market share positions
and the diversification provided by its chicken, beef, pork, and
prepared food businesses.

At Jan. 1, 2011, Tyson had $810 million of 10.5% notes due
March 1, 2014, that are guaranteed by substantially all of
its domestic subsidiaries and Tyson Fresh Meats, Inc., and
$671 million of 7.35% notes due April 1, 2016 that are
guaranteed by TFM.  Given lower probability of default at the
'BBB-' IDR level, Fitch is not making a rating distinction for
these subsidiary guarantees.

Credit Statistics:

During the latest 12 month period ended Jan. 1, 2011, total debt-
to-operating EBITDA was 1.2x, operating EBITDA-to-gross interest
expense was 6.3x, and FFO (funds from operations) fixed-charge
coverage was 4.4x.  In addition, Tyson generated $601 million of
free cash flow (FCF - defined as cash flow from operations less
capital expenditures and dividends), nearly double the company's
ten-year average of approximately $330 million.  Fitch is
currently projecting leverage of 1.4x, despite significantly
higher grain costs and material margin compression due to
additional debt reduction in fiscal 2011.  However, higher
inventory-related working capital requirements and an increase in
capital expenditures to fund projects related to operating
efficiencies is expected to result in FCF lower than the company's
10-year average in fiscal 2011.

Liquidity and Upcoming Maturities:

Tyson has generated over $1 billion of operating cash flow and
roughly $600 million or more FCF annually since fiscal 2009.
At Jan. 1, 2011, the company had $2 billion of liquidity
consisting of $1.1 billion of cash and $854 million of asset-
based loan revolver availability, based on a borrowing base of
$1 billion at period end and $146 million of outstanding letters
of credit.  The company intends to continue to use cash on hand
to opportunistically repurchase debt and plans to retire its
remaining $315 million of 8.25% notes when they become due on
Oct. 1, 2011.  Tyson's next significant maturity includes
$458 million of 3.25% convertible notes due Oct. 15, 2013.
Tyson plans to use cash on hand to repay the outstanding
principal should noteholders exercise their early conversion
option which requires cash payment.

Tyson entered into an amended and restated $1 billion secured
revolving line of credit with fall-away collateral provisions
should the company receive certain investment grade ratings.  The
bank agreement, which is no longer an ABL borrowing base facility,
terminates on Nov. 29, 2013, but will be automatically extended to
Feb. 23, 2016, if the company has achieved certain investment
grade ratings or if none of Tyson's 10.5% 2014 notes remain
outstanding or are reserved for in a blocked cash collateral
account as defined by the credit agreement.  Given significant
improvement in Tyson's credit profile, Fitch expects the agreement
to have more favorable pricing but believes Tyson could be subject
to maximum leverage and minimum interest coverage financial
maintenance covenants for which it was not previously obligated.

Operating Performance:

Structural improvements in Tyson's operations have resulted in
approximately $600 million of operating efficiencies in its
chicken operations since 2008, more efficient beef and pork
processing facilities, and improved risk management practices.
The company has improved live production, yields, mix, and
processing flexibility in chicken and has strategically positioned
beef and pork processing plants near its supplier base.  These
dynamics along with strong beef and pork cut-out values are
resulting in record operating profitability in pork and margins
within the normalized range of 2.5%-4.5% for beef.  The operating
margin for pork was 14.3% during the first fiscal quarter ended
Jan. 1, 2011, versus a normalized range of 4%-6%.

Although Tyson is currently operating at the high end of its
5%-7% normalized margin in chicken, Fitch anticipates high corn
prices to pressure segment margins in the near term.  Nonetheless,
effective hedging, additional operating efficiencies, and modest
pricing are expected to partially offset a potential $500 million
of incremental grain costs based on current futures prices in
fiscal 2011.  Tyson has locked in its corn costs at rates below
market through the fiscal third quarter of 2011 by using more
option contracts, which are considered lower risk, and less
undesignated futures contracts, which cause mark-to-market
volatility.  Furthermore, the company is targeting an additional
$200 million of cost savings from its chicken operations and plans
to realize about $200 million of price/mix benefits in 2011.
Based on Tyson's recent success at achieving operating
efficiencies and current US$A Consumer Price Index forecasts for
poultry, Fitch views this level of cost savings and pricing as
achievable.


UNI-PIXEL INC: Hires Liolios to Lead Investor Relations Program
---------------------------------------------------------------
UniPixel, Inc., has engaged Liolios Group to lead a new investor
relations and financial communications program.

"With our recent recapitalization and financing, along with the
continued roll out of our new line of products to the market, the
stage is now set for significant growth in 2011," said Reed
Killion, president and CEO of UniPixel.  "It has now become
important for a team of experienced IR professionals like Liolios
Group to help us effectively communicate this message to our new
shareholders and raise awareness in the U.S. investment community.
Liolios Group brings to us a proven track record of assisting
emerging growth companies in building quality, long-term
relationships with investors, analysts, money managers and
institutions."

Liolios Group will collaborate with UniPixel management to refine
and deliver the company's message.  Liolios Group will also
schedule a number of conference calls, road shows, and financial
conferences over the next several months, targeting key investors
and influencers in the financial community.

                        About Liolios Group

Liolios Group, Inc. is a highly selective and comprehensive
investor relations firm specializing in small and micro-cap
companies.  Liolios Group aims to deliver superior performance in
corporate messaging and positioning, investor awareness, analyst
and financial press coverage, and capital attraction. Founded in
1996 in Newport Beach, California, Liolios Group partners each
have more than 15 years experience in finance and investments, and
have represented more than 120 companies in a wide range of
industries.  For more information about Liolios Group, go to
www.liolios.com.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company's balance sheet as of Sept. 30, 2010, showed
$1.26 million in total assets, $4.15 million in total liabilities,
and a stockholders' deficit of $2.89 million.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNIFI INC: Partially Completed Redemption of $30MM Senior Notes
---------------------------------------------------------------
Unifi, Inc., announced that it has completed the previously
announced redemption of an aggregate principal amount of
$30,000,000 of its 11.5% Senior Secured Notes due 2014.  The
Company redeemed the Notes pursuant to their terms at 105.75% of
the principal amount plus unpaid and accrued interest.  The total
aggregate redemption price was approximately $32.6 million,
including approximately $0.9 million in accrued interest.  The
Company financed the redemption through borrowings under its
revolving credit facility.  Upon completion of this partial
redemption, approximately $133.7 million principal amount of the
Notes remain outstanding.

As a result of this partial redemption, the Company expects to
record in the third quarter of fiscal 2011 a one-time charge for
early extinguishment of debt of $2.2 million (of which $0.5
million is a non-cash charge related to the write off of
unamortized debt issuance costs), or about $0.11 cents per share.
The Company expects this partial redemption to result in savings
of approximately $2.4 million in annualized net interest expense.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

The Company's balance sheet at Dec. 26, 2010, showed
$514.80 million in total assets, $223.95 million in total
liabilities and $290.84 million in stockholders' equity.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

In October 2010, Moody's Investors Service upgraded Unifi Inc.'s
Corporate Family Rating and Probability of Default ratings to 'B3'
from 'Caa1'.


USEC INC: Board of Directors Add Two Noted Executives
-----------------------------------------------------
USEC Inc.'s board of directors has elected former ConocoPhillips
executive Sigmund L. Cornelius and former Boeing Company executive
Walter E. Skowronski to the board effective March 1, 2011.
Cornelius and Skowronski will also serve as members of the board's
Audit and Finance Committee.

Cornelius, 56, retired in January 2011 from ConocoPhillips, where
he was senior vice president, finance, and chief financial officer
from 2008 to 2010. Prior to that, he served as senior vice
president, planning, strategy and corporate affairs from 2007 to
2008, having previously served as president, exploration and
production-lower 48 from 2006 to 2007 and president, global gas
from 2004 to 2006.  Cornelius joined ConocoPhillips predecessor
Conoco Inc. in 1980.  He also serves on the board of directors of
Carbo Ceramics Inc.

Skowronski, 62, retired in 2009 as senior vice president of The
Boeing Company and president, Boeing Capital Corporation, a wholly
owned subsidiary of The Boeing Company, a position he held from
2003 to 2009.  Prior to that, he was Boeing's senior vice
president of finance and treasurer from 1999 to 2003.  Prior to
joining Boeing, Skowronski was vice president and treasurer of
Lockheed Martin and its predecessor Lockheed Corporation from 1992
to 1999.

"We are pleased to welcome Sig and Walt to our board of
directors," said Chairman James R. Mellor.  "Cornelius brings
extensive management and finance experience at a large,
diversified energy company as well as detailed knowledge of global
energy markets.  His guidance will benefit the company as we look
to serve existing and emerging markets around the world.

"Skowronski will bring additional financial expertise to the board
drawn from his experience executing large deals for Boeing's
products and his extensive relationships with global financial
markets and institutions," Mellor said.  "His insights will be
invaluable as we continue our progress towards obtaining financing
to complete the American Centrifuge Plant."

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Sept. 30, 2010, showed
$3.70 billion in total assets, $1.20 billion in total current
liabilities, $558.7 million in total other long-term liabilities,
and stockholders' equity of $1.29 million.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USEC INC: Revises 4 Milestones Under DOE 2002 Agreement
-------------------------------------------------------
On Feb. 11, 2011, USEC Inc. and the United States Department of
Energy entered into an amendment to the Agreement dated June 17,
2002 between DOE and USEC, as amended.  The Amendment revises the
remaining four milestones under the 2002 Agreement relating to the
financing and operation of the Company's American Centrifuge
uranium enrichment plant in Piketon, Ohio.

The 2002 Agreement provides that USEC will develop, demonstrate
and deploy the American Centrifuge technology in accordance with
15 milestones.  In November 2010, USEC requested an extension from
DOE of the remaining four milestones.  USEC and DOE have agreed to
the following modifications to the 2002 Agreement, as more fully
described in the Amendment:

   * The milestone of "secure firm financing commitments for the
     construction of the commercial American Centrifuge Plant with
     an annual capacity of approximately 3.5 million separative
     work units per year" is extended to November 2011;

   * The milestone of "begin commercial American Centrifuge Plant
     Operations" is extended to May 2014;

   * The milestone of "commercial American Centrifuge Plant annual
     capacity at 1 million SWU per year" is extended to August
     2015;

   * The milestone of "commercial American Centrifuge Plant annual
     capacity at approximately 3.5 million SWU per year" is
     extended to September 2017;

   * DOE and USEC agree to discuss adjustment of the last three
     milestones as may be appropriate based on a revised
     deployment plan to be submitted by USEC by Jan. 30, 2012
     following the completion of the November 2011 Financing
     Milestone; and

   * DOE and USEC again acknowledged that no part of the 2002
     Agreement, including the milestones for the American
     Centrifuge Plant, is dependent on the issuance by DOE of a
     loan guarantee to USEC.

However, USEC has communicated to DOE that obtaining a timely
commitment and funding for a loan guarantee from DOE is necessary
in order for USEC to meet the remaining four milestones and
complete the American Centrifuge Plant.

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

                http://ResearchArchives.com/t/s?73d1

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Sept. 30, 2010, showed
$3.70 billion in total assets, $1.20 billion in total current
liabilities, $558.7 million in total other long-term liabilities,
and stockholders' equity of $1.29 million.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USG CORP: 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 15,565,930 shares of common stock of
USG Corporation representing 15.13% of the shares outstanding.
The number of shares of the Company's common stock outstanding as
of Jan. 31, 2011 was 102,875,612.

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

As of Dec. 31, 2010, the Company's balance sheet showed
$4.09 billion in total assets, $3.47 billion in total liabilities
and $619 million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 8, 2010,
Moody's Investors Service assigned a B2 rating to USG Corp.'s new
senior unsecured notes, and affirmed its 'Caa1' Corporate Family
Rating and Caa1 Probability of Default Rating.  USG's speculative
grade liquidity rating remains SGL-3.  The outlook is stable.

The 'Caa1' Corporate Family Rating results from weak operating
performance.  Low capacity utilization rates of approximately 45%
at its gypsum manufacturing facilities make it difficult for USG
to overcome its high fixed costs.  Moody's projects that potential
demand increases for wallboard from North American new home
construction and repair and remodeling will not be adequate to
generate sufficient volumes and operating profits to cover USG's
interest expense over the intermediate term.  Furthermore, the
non-residential construction end market, which accounts for about
30% of USG's revenues, is expected to face stagnant growth well
into 2011.  The amount of profits derived from the company's
worldwide ceilings business is not enough to make up shortfalls in
the gypsum and distribution businesses.  For the last twelve
months through Sept. 30, 2010, operating margins remain
substandard at negative 4.9% and leverage is very high at debt-to-
EBITDA of 27.2 times.  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.



VALENCE TECHNOLOGY: Wins Infringement Lawsuit Against Phostech
--------------------------------------------------------------
Valence Technology, Inc., said it prevailed in a patent
infringement lawsuit regarding the Company's carbothermal
reduction technology.

The lawsuit was filed against Phostech Lithium, Inc. on Jan. 31,
2007.  Per the judgment, Justice Johanne Gauthier ruled in
Valence's favor, finding infringement of the Valence primary
carbothermal reduction Canadian patent, number 2,395,115.
Pursuant to the judgment, Valence is entitled to an injunction, an
election of either an accounting of profits or damages, reasonable
compensation and costs.  The determination of damages and costs
will be dealt with in a separate Court proceeding.

Valence scientists developed the economical process of
manufacturing lithium metal phosphates following their discovery
of Valence's proprietary lithium iron magnesium phosphate cathode
material.  The process, referred to as Carbothermal Reduction
(CTR), provides an efficient, cost effective, stable and scalable
method of producing various lithium metal phosphates useful as
cathode materials.

"We are pleased the Canadian courts validated our CTR patents.
Over the last seven years, Valence's technology has been proven in
commercial fleet trucks as well as other demanding applications.
Valence's strong worldwide patent estate protects our family of
lithium phosphate technologies that deliver the superior
performance, safety and long life today's commercial applications
demand.  Valence will continue to develop and protect our
intellectual property.  This will ensure that our customers can
trust Valence Technology for their future energy needs," stated
Valence president and chief executive officer Robert L. Kanode.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at Dec. 31, 2010, showed
$36.78 million in total assets, $103.87 million in total
liabilities and $67.09 million in total stockholders' deficit.
Stockholders' deficit was $75.20 million at Sept. 30, 2010.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology's ability as a going concern following the Company's
fiscal 2010 results.  The Company has incurred operating losses
each year since its inception in 1989 and had an accumulated
deficit of $581 million as of March 31, 2010.  For the fiscal
years ended March 31, 2010, 2009, and 2008 the Company sustained
net losses available to common stockholders of $23.2 million,
$21.4 million, and $19.6 million, respectively.


VALLEJO, CA: Retirees Say Bankruptcy Plan Favors Lenders
--------------------------------------------------------
Steven Church at Bloomberg News reports that a retirees' committee
in Vallejo's Chapter 9 case said that the biggest U.S. city in
bankruptcy, plans to repay its bank lenders in full by cutting
benefits to current and retired workers and slashing city
services.

The retirees, in its objection to the disclosure statement
describing the plan, said that the city of Vallejo should instead
cancel leases that guarantee payment of $45.9 million in debt owed
to Union Bank NA.  The city would save millions of dollars on
payments to Union Bank, the retirees said.

The retirees' panel says the disclosure statement should be
rejected as it does not contain adequate information.

The city will add information to the disclosure statement to help
creditors understand the plan, without changing the substance of
the proposal, Vallejo's attorney Marc A. Levinson said.

The bankruptcy case reflects the ideological struggle also under
way in the Wisconsin and Ohio legislatures, Carroll Wills, a
spokesman for the California Professional Firefighters, said in an
interview with Bloomberg News.

"Vallejo is the leading edge of what's going on right now across
the country," Mr. Wills said.  "It's common sense that if
retirees and pension beneficiaries are going to see their
benefits slashed, then the banks and bondholders should see some

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


WASTE INDUSTRIES: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned B1 corporate family and
probability of default ratings to Waste Industries USA, Inc.
A B1 rating has also been assigned to the company's planned
$700 million senior secured credit facility.

Ratings assigned, subject to review of final documentation:

* Corporate family and probability of default, B1
* $225 million first-lien revolver due 2016, B1, LGD3, 45%
* $475 million first-lien term loan due 2017, B1, LGD3, 45%

                        Ratings Rationale

The B1 corporate family rating reflects Waste Industries'
established waste collection business and Moody's expectation that
favorable margins and cash flow generation should support credit
metrics in-step with the assigned rating.  The Southeastern U.S.,
where the company's operations are focused, should benefit from
gradually improving economic conditions.  Moody's anticipate
economic improvement will help volumes and revenues grow.
Although organic revenue growth has been absent during the past
three years, acquisitions, cost focus, reduction of less
profitable accounts, and better internalization of waste streams
have supported the company's operating margins.  Moody's expects
continuation of favorable margins which should permit return
measures at least in line with industry peers.  The transaction
provides Waste Industries with long-term funding for a dividend to
its parent (to repay a mezzanine loan), and will result in debt to
EBITDA increasing to the mid-4.0 times range.

The stable outlook reflects Moody's view that economic recovery
will drive volume gains across the sector, which should support
Waste Industries' revenues, favorable margins and limited but
positive free cash flow.  Moody's expects financial policy to
remain balanced with dividends limited to amounts for service of
holding company preferred stock, as permitted by the planned
first-lien credit agreement.

Upward rating momentum could occur if debt to EBITDA were to be
sustained below 3.0 times with free cash flow to debt approaching
10%.  Because of the company's intent to grow through
acquisitions, and likelihood that it will pay-out some of its
earnings in dividends, potential for upward rating momentum could
be a longer-term evolution.  Downward rating momentum could
develop if margins were to decline from historical levels, if EBIT
to interest were to decline to around 1.5 times, if leverage were
to remain elevated (5.0 times or higher), or if the liquidity
profile were to weaken.

Waste Industries USA, Inc., headquartered in Raleigh, North
Carolina is a regional provider of solid non-hazardous waste
collection, transfer, disposal, and recycling services to
commercial, industrial and residential customers.  Estimated 2010
revenues were about $399 million.


WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' preliminary
corporate credit rating to Raleigh, N.C.-based Waste Industries
USA Inc.  The outlook is stable.

At the same time, S&P assigned its 'B+' preliminary issue ratings
(same as the corporate credit rating) and '3' recovery ratings to
the company's proposed senior secured credit facility.  S&P
expects the credit facility to consist of a $225 million revolving
credit facility due in March of 2016 and a $475 million term loan
facility due in March of 2017.  The '3' recovery rating indicates
S&P's expectation of meaningful recovery (50% to 70%) in the event
of a payment default.

Proceeds from the issuance, along with a small portion of existing
cash, are expected to be used to refinance debt outstanding, which
includes $222 million under the existing term loan, $101 million
under the existing capital expenditure facility, and $136 million
of mezzanine debt issued at an intermediate-level holding company.

"The ratings on Waste Industries reflect the company's modest
scale of operations, its geographic concentration in the
Southeastern U.S., its leveraged capital structure, and an
acquisition-oriented growth strategy," said Standard & Poor's
credit analyst James T. Siahaan.  These characteristics are
partially offset by the company's participation in a recession-
resistant industry, its fair degree of vertical integration, its
operating efficiency, and its solid and consistent profitability.

In S&P's opinion, the solid waste industry benefits from favorable
characteristics, including the high necessity of services provided
which enhances the predictability of revenues and renders
participants less prone to meaningful operating weakness during
economic downturns.  The capital intensive nature of the industry
and the scarcity of landfills allow companies that are well
capitalized and can take advantage of economies of scale to
maintain good operating margins, which may range from high 20% to
low 30% area.

With roughly $400 million in annual revenues, Waste Industries
USA Inc. is a regional provider of non-hazardous solid waste
collection, transfer, recycling, and disposal services.  Its
operations are concentrated in the Southeastern U.S. The
company's business mix is well-diversified across service types:
approximately 36% of revenues in 2010 came from residential
services, followed by commercial (29%), industrial (19%),
landfills (9%), transfer stations (3%), recycling (2%), and other
(2%).  The company benefits from limited exposure to the cyclical
construction and demolition market, as only 6% of total revenues
were derived from that segment.  Waste Industries' operations are
also integrated, as the company's network of assets includes 36
collection operations, 20 transfer stations, 12 recycling
facilities, and 11 landfills.  The company also operates 72 county
convenience drop-off centers, a competitive service offering in
rural communities within its operating region.

The company's geographic reach is limited, as Waste Industries'
market presence extends just to a handful of states in the
Southeastern and mid-Atlantic regions of the United States at the
present (North Carolina, Georgia, South Carolina, Virginia,
Tennessee, Maryland, and Delaware).  Over 75% of the company's
sales and earnings are derived from North Carolina and Georgia.
However, the company is still one of the larger solid waste
disposal operations in the country, with more than one million
customer end-points in the residential, commercial, and industrial
segments.  Recently, the company acquired waste haulers in
Maryland and Delaware, extending its market penetration to new
regions.  S&P believes the company will continue to make
additional tuck-in acquisitions and that its geographic
concentration may reduce over time.  Customer concentration is not
significant, as no single customer accounts for more than 3% of
sales.

S&P believes that the company's degree of revenue stability is
favorable, as much of its revenues from collection operations are
under contracts that last from one to five years.  The company has
developed solid relationships with municipal and commercial
customers and is successful in retaining contracts that approach
expiration.

The outlook is stable.  Waste Industries' position as a leading
Southeastern U.S.-focused participant in the solid waste industry,
its operational efficiency, its attractive operating margins, and
adequate liquidity support the ratings.  While the company is
highly leveraged, with pro forma total adjusted debt to EBITDA of
roughly 5x, S&P believes Waste Industries will be able to manage
its leveraged capital structure effectively and that a downgrade
during the course of the next year is unlikely.  The ratings
reflect the potential of modest levels of additional debt being
added to the capital structure for investment and tuck-in
acquisition purposes during the near term, but do not incorporate
the potential for a larger acquisition or a dividend
recapitalization transaction.  The current ratings also assume
that the company's landfill liabilities will not increase
significantly and that any related cash outlays will remain
manageable.  S&P could lower the ratings if pricing and volume
trends, capital outlays, or debt-financed acquisitions result in
debt leverage increasing to a greater degree than expected, such
that the company's adjusted funds from operations to total debt
ratio drops below the 12% to 15% range that S&P deem appropriate
for the ratings.  This could occur in the next year if debt were
to be reduced only by the scheduled amortization payment; sales
were to remain flat; and EBITDA margins were to decrease by 400
basis points to 24%.  While less likely, S&P could raise the
ratings modestly if the company reduces leverage to the point that
funds from operations to debt approaches 20% and if it
demonstrates a commitment to maintaining debt at manageable
levels.


WESTLB AG: Prudential's $27M Suit Over Ethanol Plants Survives
--------------------------------------------------------------
Bankruptcy Law360 reports that Judge Charles E. Ramos of the
Supreme Court of the State of New York, County of New York, on
Tuesday suggested he would not dismiss a suit accusing WestLB AG
of structuring post-bankruptcy operating agreements to run two
ethanol plants in a way that shortchanged Prudential Insurance Co.
of America and other lenders $27.1 million.

                           About WestLB

Headquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB)
-- http://www.westlb.com/-- provides financial advisory, lending,
structured finance, project finance, capital markets and private
equity products, asset management, transaction services and real
estate finance to institutions.  In the United States, certain
securities, trading, brokerage and advisory services are provided
by WestLB AG's wholly owned subsidiary WestLB Securities Inc., a
registered broker-dealer and member of the NASD and SIPC.
WestLB's shareholders are the two savings banks associations in
NRW (25.15% each), two regional associations (0.52% each), the
state of NRW (17.47%) and NRW.BANK (31.18%), which is owned by NRW
(64.7%) and two regional associations (35.3%).


WHOLE FOODS: Moody's Upgrades Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating for
Whole Foods Market to Ba2 from Ba3 and maintained the positive
outlook.  "The upgrade reflects the sustained improvement in
operating results, strong comparable store sales growth, increased
free cash flow, and improved credit metrics resulting in reduced
operating risk", said Mickey Chadha, Senior Analyst at Moody's.
"The positive outlook reflects Moody's expectation that the
company will maintain the upward momentum of improving operating
performance and further improving credit metrics," Chadha further
stated.

Whole Foods' Corporate Family Rating of Ba2 reflects the company's
moderate leverage, rapid growth and greater operating risk
compared to conventional supermarkets due to the focus on
specialty higher-end sustainable food products.  It also reflects
Moody's view that Whole Foods will remain a market leader.  The
company's operating margins and cash flow generation have
stabilized and Moody's expects them to continue to improve as the
company follows a more balanced growth strategy in the future.
The ratings also reflect the company's loyal customer base and
very good liquidity as well as its growing cash balances, the
ability to repay debt from operating cash flow, and good
availability under its revolving credit facility.

Ratings could be upgraded if upward momentum in operating
performance is maintained and results in stronger credit metrics
and sustained comparable store sales increases.  In addition, an
upgrade would require maintenance of positive free cash flow, a
balanced financial policy, and good liquidity.  Quantitatively,
upward rating pressure would build if debt/EBITDA can be sustained
below 3.5 times, and if EBITA/interest can be sustained above 3.5
times.

Ratings could be lowered if there is a significant negative impact
on operations or credit metrics resulting from negative trends in
sales and operating margins, or if liquidity erodes.
Quantitatively, ratings would be downgraded if debt/EBITDA is
likely to be sustained above 4.0 times, if EBITA/interest fell
below 3.0 times, or free cash flow is persistently and materially
negative.

These ratings were upgraded and point estimate updated:

* Corporate Family Rating to Ba2 from Ba3

* Probability of Default Rating to Ba2 from Ba3

* $700 million (original value) Senior Secured Term Loan due 2012
  at Ba2 (LGD 3, 46% from LGD 3, 47%)

The last rating action for Whole Foods Markets was on November 10,
2008, when the Corporate Family Rating, Probability of Default
Rating and Senior Secured Term Loan Rating were downgraded to Ba3
from Ba2.

Whole Foods Market, headquartered in Austin, Texas, is a leading
supermarket retailer which emphasizes natural and organic foods.
The company has 303 stores in the U.S., Canada and U.K., and had
approximately $9.3 billion in revenues over the last 12 months
ending Jan. 16, 2011.


W.R. GRACE: BNSF & Libby Claimants Appeal CNA Settlement Order
--------------------------------------------------------------
A group of claimants asserting claims arising from asbestos-
related personal injury caused by Grace's former vermiculite
mining operations in Libby, Montana, asks the U.S. District Court
for the District of Delaware to determine:

  A. Whether the U.S. Bankruptcy Court for the District of
     Delaware erred in approving the Settlement Agreement
     between the Debtors and CNA Financial Corp. and its
     affiliates because it bars the Libby Claimants from
     collecting insurance proceeds that are not property of the
     Debtors' bankruptcy estate.

  B. Whether the Bankruptcy Court erred in approving the
     Settlement Agreement because it requires issuance of an
     injunction under Section 524(g) of the Bankruptcy Code
     barring future litigation against the CNA Companies that
     is not fair and equitable as to the Libby Claimants.

  C. Whether the Bankruptcy Court erred in approving the
     Settlement Agreement because the Section 524(g) injunction
     required thereunder (i) does not fairly place the Libby
     Claimants on notice as to whether the injunction bars their
     independent claims against the CNA Companies for the
     insurer's own wrongdoing, and (ii) if it does bar those
     claims, is impermissible.

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 Judith 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 Nov. 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 Jan. 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: Renews Motion for Access to Rule 2019 Documents
-----------------------------------------------------------
Garlock Sealing Technologies LLC filed an amended motion seeking
authority to access statements filed under Rule 2019 of the
Federal Rules of Bankruptcy Procedure by professionals in the U.S.
Bankruptcy Court for the District of Delaware.

In the amended motion, Garlock seeks access to exhibits to Rule
2019 Statements omitted from the electronic docket.

In addition, to the extent necessary for the Court to provide
Garlock access with respect to the 2019 statements, Garlock also
seeks authority to intervene in each of these bankruptcy cases and
seeks to reopen any of the cases that are presently closed:

  * ACandS, Inc.
  * Armstrong World Industries, Inc.
  * Combustion Engineering, Inc.
  * The Flintkote Company
  * Kaiser Aluminum Corp.
  * Owens Corning
  * US Mineral Products Company
  * USG Corp.
  * W.R. Grace & Co.
  * Mid-Valley, Inc.
  * North American Refractories Co.
  * Pittsburgh Corning Corp.
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 Nov. 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 Jan. 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: Wants Lift Stay for Locke Suit to Continue
------------------------------------------------------
W.R. Grace & Co. and its units ask the U.S. Bankruptcy Court for
the District of Delaware to lift the automatic stay to allow the
lawsuit captioned Robert Locke v. W.R. Grace & Co.-Conn. and
Robert J. Bettachi, Civil Action No. 99-2530 (Mass. Sup. Ct.,
Middesex City), to proceed.

In May 1999, Mr. Locke, a former Grace executive, commenced the
action, asserting claims of employment discrimination against the
Debtors and Mr. Bettachi, former Grace senior vice president.  In
April 2007, the Bankruptcy Court entered an injunction staying
actions against certain non-debtor affiliates and against current
and former directors, officers and employees of the Debtors
arising out of their employment with the Debtors.  Thus, the
injunction fully stayed the Locke Action.

In March 2003, Mr. Locke filed Claim No. 9566 against the
Debtors for approximately $6-7 million for age and handicap
discrimination, as alleged in the Massachusetts action.  In
Nov. 2004, the Massachusetts trial court granted a summary
judgment motion as to the age discrimination claims, but denied
the same as to the disability claims.  In 2005, the Bankruptcy
Court expunged Claim No. 9566.

In Nov. 2006, the Debtors and Mr. Locke entered into a
stipulation reinstating Claim No. 9566 solely as to the disability
claim and referred the Claim to mediation.  The parties have since
participated in the mediation program, but they were unable to
resolve the Claim.

In January 2011, the Debtors and Mr. Locke executed a stipulation
agreeing that the Massachusetts action is "mature litigation," and
agreed that the automatic stay should be lifted to permit the
action to proceed in the trial court.
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 Nov. 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 Jan. 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)


WYNDHAM WORLDWIDE: Moody's Assigns 'Ba1' Rating to $250 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Wyndham
Worldwide Corporation's proposed $250 million senior unsecured
notes due 2021.  Wyndham's Ba1 Corporate Family Rating was
affirmed.  The rating outlook is positive.  The proceeds of the
notes will used repay existing debt, including the company's 3.5%
convertible notes and borrowings under its revolving credit
facility, and general corporate purposes.

                        Ratings Rationale

Wyndham's ratings reflect its leading market share in each of its
three business segments, and the high margins and low capital
intensity of its hotel franchise and vacation exchange and rental
segments.  This helps to offset some of the risk of the lower
margin and more capital intensive vacation ownership (e.g.
"timeshare") segment.  The ratings also reflect timeshare business
and consumer finance risk, a reliance on the securitization market
to recycle consumer receivables, and a moderately aggressive
financial policy.

The rating outlook is positive reflecting an improving operating
outlook for each of Wyndham's business segments, reduced timeshare
business risks, the company's commitment to manage its timeshare
segment for cash, and Moody's expectation that credit metrics will
improve modestly over the next year.

Moody's includes the company's timeshare securitization debt in
its calculation of debt.  Given the non-recourse nature of the
securitized debt, Moody's will tolerate debt/EBITDA that is
modestly higher than that outlined in Moody's Lodging Methodology
grid for its assigned rating category.  Additionally, Moody's
expects Wyndham to operate with conservative credit metrics due to
the risks associated with its consumer finance business.

Wyndham's ratings could be upgraded if operating trends remain
positive, the company continues to effectively manage its
timeshare business for cash, and if debt to EBITDA declines to
3.75 times.  Moody's estimates Wyndham's year-end debt/EBITDA was
4.0 times.

Ratings could be downgraded if Wyndham's debt/EBITDA increases
above 4.25 times or if the company does not maintain sufficient
liquidity to support its corporate spending objectives.

Wyndham Worldwide Corporation is one of the largest hotel
franchisors in the world and operates in three segments of the
hospitality industry: lodging, vacation exchange and rentals, and
vacation ownership.  The company also develops and sells vacation
ownership (timeshare) intervals to individual consumers and
provides consumer financing in connection with these sales.
Wyndham generates annual revenues of about $3.8 billion.

Rating assigned:

* $250 million senior unsecured notes due 2021 at Ba1, (LGD 4,
  60%)

Ratings affirmed and assessments updated:

* Corporate Family Rating at Ba1
* Probability of Default Rating at Ba1
* Senior unsecured bonds at Ba1 (LGD 4, 60%)
* Unsecured debt shelf at (P) Ba1 (LGD, 4, 60%)
* Preferred debt shelf at (P) Ba2 (LGD 6, 97%)

The last rating action for Wyndham Worldwide Corporation was on
September 15, 2010.


* U.S. Distress Ratio Falls to 4%, Says S&P
-------------------------------------------
At the beginning of 2011, the U.S. economy is recovering at a
steady pace, and credit market conditions are now similar to what
S&P saw before the recession started, said an article published
Feb. 23 by Standard & Poor's Global Fixed Income Research.  At the
end of January, the speculative-grade corporate default rate fell
to 2.75% -- its lowest level since before the failure of Lehman
Brothers in 2008.  In another clear sign of healthy conditions for
corporate borrowers, the speculative-grade corporate bond spread
was at 464 basis points (bps) on Feb. 15, its lowest point since
November 2007.  The distress ratio also has continued to decline.
It dropped to 4% as of Feb. 15 from 6.1% in January, according to
the article, titled "U.S. Distressed Debt Monitor (Premium)."

Standard & Poor's distress ratio is defined as the number of
distressed securities divided by the total number of speculative-
grade-rated issues.

Distressed credits are speculative-grade-rated issues that have
option-adjusted spreads of more than 1,000 bps relative to
Treasuries.

"A total of 49 companies currently have issues trading with
spreads of 1,000 bps and higher -- much lower than the 67 in
January," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research.  "Along with this, the count of affected issues
decreased to 59 as of Feb. 15 from 89 in January."

"With a decrease in the distress ratio, the amount of affected
debt also has declined, falling to $18.2 billion as of Feb. 15
from $34 billion in January," said Ms. Vazza.

"The distress ratio is much lower than its long-term average of
15.3% and is at its lowest point since October 2007," said Ms.
Vazza.  "The steady decline in the distress ratio has pushed the
12-month moving average down to 9.2% from 13.3% six months ago,
indicating an extended period of increasingly favorable lending
conditions."

Despite a large decrease in its number of distressed issues, the
media and entertainment sector remains the largest sector in the
distressed market, accounting for 20.3% of this month's total
distressed issue count.  Conversely, this sector accounts for
18.5% of the affected debt.

By number of issues, the oil and gas and retail/restaurants
sectors account for 16.9% and 15.3% of this month's distressed
issues, respectively.

Because the retail/restaurants sector accounts for a larger
proportion of the distressed market by issue count than it does by
total debt affected, its average distressed issue size is smaller
than that for media and entertainment.  The opposite is true for
the oil and gas sector.  That sector accounts for 16.9% of the
total distressed issues and 35.4% of the total affected debt.


* S&P: Corp. Credit Ratings Useful Benchmark for Bond Spreads
-------------------------------------------------------------
Corporate credit ratings, outlooks, and CreditWatch listings serve
as useful benchmarks for the cost of debt.  When looking at data
from 1945 to February 2011, S&P observes a close relationship
between borrowing costs and credit ratings, said an article
published Feb. 24 by Standard & Poor's Global Fixed Income
Research.

As ratings decrease, bond spreads or yields tend to increase.
This negative correlation between ratings and yields (or spread
over some base rate) is unsurprising, in S&P's view, because
ratings provide a consistent gauge of default risk, according to
the article, titled "The Relationship Between Corporate Credit
Ratings And Debt Cost Across The Maturity Curve And Through Stress
Periods: 1945-Present."

"In our analysis, we found a clear relationship between corporate
bond spreads or yields and ratings, both when the spreads or
yields are arranged in an index, and when they're tallied as an
average across a pool of bonds," said Diane Vazza, head of
Standard & Poor's Global Fixed Income Research.  "This
relationship holds true across various bond indices over time."
"We also found evidence that the relationship is similar across
maturities as well as during periods of both benign and high-
stress credit market conditions.  Based on our bond indices from
2001 to 2011, we saw the largest increase in spreads from 'BB+' to
'BBB-'," said Ms. Vazza.


* Moody's Sees Higher Recovery Rate on Defaulted US Corp. Debt
--------------------------------------------------------------
According to The Distressed Debt Report, Moody's Investors Service
said the average recovery rate on defaulted U.S. corporate debt
during the credit crisis and recession spanning 2008 to 2011
reached historic norms and was higher than the recovery rates from
defaults in the recessions of 1990 and 1991 and 2001 and 2002.
Specifically, Moody's said the average rate of recoveries for 136
U.S. non-financial companies that emerged from default between the
fourth quarter of 2008 and the first quarter of 2011 reached
54.7%.  That was higher than the 1990-91 recovery rate of 47.7%
and the 2001-02 rate of 46.7%, the Moody's report said.  The
recovery rate almost equaled the historical average of 55.5%.

According to The Distressed Debt Report, Moody's said recovery
rates benefitted from the high occurrence of distressed exchanges,
as about one in four defaults in the latest cycle were distressed
exchanges. Moody's said a steep decline in the U.S. speculative-
grade default rate, which fell to 3.6% after peaking at 14.6% in
November 2009, also contributed to higher recoveries.


* S&P Updates Annual Study of Sovereign Defaults
------------------------------------------------
Standard & Poor's Ratings Services' sovereign ratings have been
effective indicators of default risk of governments worldwide on
relative and absolute bases, according to the latest annual study
on the performance and default rates of its global sovereign
ratings, published Feb. 23.  The study, titled "Sovereign Defaults
And Rating Transition Data, 2010 Update," shows that since 1975,
on average only 1.0% of investment-grade sovereigns (those rated
'BBB-' and above) have defaulted on their foreign-currency
obligations within 15 years compared with 28.6% of those in the
speculative-grade category.

"Default rates rise as sovereign ratings decline across time
horizons," said John Chambers, chairman of Standard & Poor's
sovereign rating committee.

"For example, since 1975, the average 15-year cumulative default
rates for sovereign foreign-currency ratings are zero for the
'AAA', 'AA', and 'A' categories and 5.6%, 17.5%, and 42.8% for the
'BBB' through 'B' categories."

Jamaica was the only rated sovereign to default in 2010.  Standard
& Poor's revised its ratings on Jamaica to 'SD' (selective
default) from 'CCC' on Jan. 14, 2010, following its announced
exchange for foreign-currency and local-currency government debt
governed under domestic law.  After its debt restructuring, S&P
assigned 'B-' sovereign ratings to Jamaica on Feb. 24, 2010.

The study uses transition matrices, Lorenz curves, and cumulative
default statistics to examine the correlation between Standard &
Poor's sovereign ratings and actual sovereign defaults.  The study
also concludes that:

   -- Sovereign ratings have been more stable at higher rating
      levels.

   -- Over the last 15 years, SY&P has raised more foreign-
      currency sovereign credit ratings than S&P has lowered,
      though downgrades far outnumbered upgrades in 2008 and 2009,
      and the ratio of negative to positive rating outlooks
      suggest they could again in 2011.

   -- Sovereign ratings are no more volatile than other credit
      ratings; large rating movements in either direction are the
      exception and not the rule, even over several years.

   -- The relative rank ordering of sovereign ratings is
      consistent.

   -- The sovereign rating default experience is in line with
      reference default rates proposed under the Basel II
      guidelines, even though default rates for individual years
      vary widely.

The article tracks the incidence of default and rating changes for
sovereign governments between 1975 and 2010. First published in
March 1999 and updated annually, the report includes rating data
on the 126 sovereigns Standard & Poor's rated at year-end 2010. It
also includes data on the autocorrelation of rating actions.


* Distressed Commercial Real Estate Has Dropped, Report Says
------------------------------------------------------------
According to The Distressed Debt Reporter, Globe Street is saying
that a report to be released this week by Delta Associates and
Real Capital Analytic will say that the total value of distressed
commercial real estate has dropped from $191.5 billion in October
2010, to $175.3 billion.  While the numbers furnished by Real
Capital and Delta suggest an easing of the level of distress, the
substantial amount of debt coming due in 2011 which requires
refinancing could influence the trend.



* SBA Launches Refinancing Program for Commercial Real Estate
-------------------------------------------------------------
Small businesses facing maturity of commercial mortgages or
balloon payments before Dec. 31, 2012, may be able to refinance
their mortgage debt with a 504 loan from the U.S. Small Business
Administration under a new, temporary program announced Feb. 17.

The new refinancing loan is structured like SBA's traditional 504,
with borrowers committing at least 10% equity and working with
third-party lending institutions and SBA-approved Certified
Development Companies in the standard 50%/40% split. A key feature
of the new program is that it does not require an expansion of the
business in order to qualify.

SBA will begin accepting refinancing applications on Feb. 28.  The
program, authorized under the Small Business Jobs Act, will be in
effect through Sept. 27, 2012.

"The economic downturn of recent years and the declining value of
real estate have had a significant, negative impact on many small
businesses with mortgages maturing within the next few years,"
said SBA Administrator Karen Mills. "As a result, even small
businesses that are performing well and making their payments on
time could face foreclosure because of the difficulties they face
in refinancing and restructuring their mortgage debt. This
temporary program is another tool SBA can provide to help these
small businesses remain viable and protect jobs."

The SBA initially will open the program to businesses with
immediate need due to impending balloon payments before Dec. 31,
2012. SBA will revisit the program later and may open it to
businesses with balloon payments due after that date or those that
can demonstrate strong need in other ways.

"We are making this initial restriction to make sure our funding
goes first to small businesses with the most need," said Steve
Smits, SBA Associate Administrator of Capital Access.

Borrowers will be able to refinance up to 90% of the current
appraised property value or 100% of the outstanding mortgage,
whichever is lower, plus eligible refinancing costs. Loan proceeds
may not be used for other business expenses. Existing 504 projects
and government-guaranteed loans are not eligible to be refinanced.

Congress authorized SBA to approve up to $15 billion in loans
under this program ($7.5 billion in both fiscal 2011 and 2012).
Together with the first mortgage, this temporary program will
provide up to $33.8 billion of total project financing. Additional
fees charged to the borrower will cover the cost of this
refinancing program and as a result no subsidy will be needed. The
program is expected to benefit as many as 20,000 businesses.

SBA's traditional 504 loan program is a long-term financing tool,
designed to encourage economic development within a community. A
504 loan provides small businesses with long-term, fixed-rate
financing to acquire major fixed assets for expansion or
modernization.

Typically, a 504 project includes three elements: a loan (or first
mortgage) secured with a senior lien from a private-sector lender
covering up to 50% of the project cost, a second mortgage secured
with a junior lien from an SBA Certified Development Company
(backed by a 100% SBA-guaranteed debenture) covering up to 40% of
the cost, and a contribution of at least 10% equity from the small
business borrower.


* SecondMarket Says Bankruptcy Claims Fell in January 2011
----------------------------------------------------------
Tom Hals, writing for Reuters, reported that the number of U.S.
bankruptcy claims that traded in January 2011 fell to the lowest
level since July 2009 as more companies emerged from Chapter 11,
according to data released by SecondMarket on Tuesday.  However,
the value of the claims traded rose 35% from December 2010 to
$2.55 billion, according to SecondMarket, which runs a bankruptcy
claims trading marketplace.

Reuters said the increased value was due in part to a spurt of
large claims related to the Mesa Air Group Inc bankruptcy, with 39
claims traded worth $170.1 million.  In total, 636 claims traded,
down from 687 claims traded in December.  It was the lowest number
of claims traded since 592 claims were transferred in July 2009.

According to Reuters, as it does nearly every month, the largest
bankruptcy in U.S. history, Lehman Brothers Holding Inc, led with
236 claims traded, totaling $2.19 billion.  Other actively traded
bankruptcies included companies that are being liquidated --
Circuit City Stores Inc, Lack's Stores Inc and Cabrini Medical
Center -- as well as Tronox Inc.  W.R. Grace & Co. was also among
the most actively traded claims.


* BOOK REVIEW: Partners: Forming Strategic Alliances in Health
                         Care
--------------------------------------------------------------
Editors: Arnold D. Kaluzny, Howard S. Zuckerman, and Thomas C.
Ricketts, III, with the assistance of Geoffrey B. Walton
Publisher: Beard Books
Softcover: 255 pages
List Price: $34.95
Review by Henry Berry

The content of Partners: Forming Strategic Alliances in Health
Care comes from a November 1993 conference in Chapel Hill, NC,
that was held in conjunction with the Clinton Administration's
proposals for sweeping change in the nation's healthcare system.
The conference was attended by 80 of the nation's top healthcare
administrators, academicians, physicians, and lawyers.

In a foreword to the book, which is a reprint of a 1995
publication, Kenneth F. Thorpe, Deputy Assistant Secretary for
Health Policy at the Department of Health and Human Services at
the time, conveys the Clinton Administration's position that
strategic alliances are of particular value in healthcare.  Not
surprisingly, strategic alliances were to play an important role
in the Administration's proposals for healthcare reform.  The
Administration's approach did not get far politically and thus did
not bring reform.  Nonetheless, the healthcare field has come to
recognize the pertinence and value of strategic alliances, which
have been embraced in business fields where change in consumer
interests, technology, research, delivery systems, and other areas
is ongoing.  In sections that are well-organized, both topically
and with internal references, the fundamentals and benefits of
strategic alliances are explained.  The book also offers
instructive experiences in forming and administering such
alliances.

Strategic alliances were not simply an approach touted by the
Clinton Administration as a way of effecting healthcare reform.
Nor were strategic alliances a theory arising from the business
conditions and challenges at the time.  Strategic alliances were,
instead, a widespread arrangement to deal with the business
environment of the early 1990s.  This environment continues to
this day, with no end in sight. For the most part, today's
healthcare industry is characterized by new, often problematic,
opportunities and challenges in greatly expanding markets that can
be changed overnight by a financial report or research finding,
new legislation and regulation, or the introduction of new
technology.  Howard Zuckerman, one of the editors, expresses it
well, saying that the healthcare industry is a "turbulent
environment [where] companies around the globe and across a
multitude of industries are turning to alliances as a cooperative,
interorganizational mechanism for adaptation."  Strategic
alliances uniquely enable participating organizations to extend
their operational reach and work toward desirable strategic ends.
Strategic alliances have thus become more than an ad hoc
arrangement to help healthcare organizations get through a tough
stretch or resolve a pressing problem.  Strategic alliances have
been incorporated into the healthcare field as an ever-present
operational and strategic consideration.  In the contemporary
environment of continual change and unpredictable developments,
many organizations face circumstances where strategic alliance is
necessary to stay timely and competitive.  As Mr. Zuckerman notes,
"Strategic alliances are designed to achieve strategic purposes
not attainable by a single organization, providing flexibility and
responsiveness while retaining the basic fabric of participating
organizations."

The rationale to form strategic alliances is the same for
healthcare organizations as it is for other business entities.
Organizations form strategic alliances because they recognize
their value in engendering flexibility and bringing access to an
ever-broadening array of resources and markets.  As Barry Stein,
president of Goodmeasure, Inc., notes, these are not trivial
benefits, but are essential considerations of any corporation that
hopes to remain relevant and vibrant.  Healthcare organizations of
all sizes and in all markets can enjoy the benefits offered by
strategic alliances.  Says Mr. Stein, "Alliances tend to be
particularly important in unfamiliar markets.  For larger
organizations trying to enter local markets, it is sound practice
to build local alliances because local knowledge and connections
are valuable.  Smaller organizations in local markets can take
advantage of network ties outside their traditional boundaries to
tap broader or perhaps global sources of materials, capital, or
expertise."

While strategic alliances offer enhanced operational capabilities
and higher strategic goals to practically every healthcare
organization, such advantages are not gained automatically.  Apart
from whether strategic alliances prove fruitful, the inevitable
management issues can be difficult to resolve.  If an alliance is
to be workable and beneficial, certain challenges have to be met
by experienced, capable businesspersons.  Some alliances come
apart; and some do not fulfill their purposes. Even for strategic
alliances that work, the management complexities are enormous.  As
one participant in the conference observed, the "rewards . . .
must be incredible to justify all the extra short-term costs that
go along with them." Partners: Forming Strategic Alliances in
Health Care identifies the pros and cons of strategic alliances
and offers advice and commentary on how to eliminate or minimize
difficulties so healthcare organizations can partake of the
rewards that strategic alliances singularly make possible.

Arnold D. Kaluzny, Howard S. Zuckerman, and Thomas C. Ricketts III
are all professors in university health policy and administration
departments.  Geoffrey B. Walton is a top executive with Strategic
Integration and Practice Operations at Sun Health, an Arizona
company.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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