TCR_Public/110228.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 28, 2011, Vol. 15, No. 58

                            Headlines

524 HOWARD: Section 341(a) Meeting Scheduled for March 22
A-NGAE1 LLC: Amends Proposed Reorganization Plan
ACUMENT GLOBAL: S&P Affirms 'B' Corporate Credit Rating
AGUADILLA X RAY: Case Summary & 20 Largest Unsecured Creditors
AIRTRAN HOLDINGS: FMR LLC Discloses 5.171% Equity Stake

AIRTRAN HOLDINGS: Roy Behren, et al., Hold 5.6% Equity Stake
ALABAMA AIRCRAFT: Informs Workers of Shutdown on April 15
AMBAC FINANCIAL: Asks for TRO vs. IRS; Mediation Ordered
AMBAC FINANCIAL: Lease Decision Deadline Extended to June 6
AMBAC FINANCIAL: Seeks Extension of Bar Date for D&Os

AMERICAN NATURAL: Has $5-Mil. Financing Term Sheet for TIGRcub
AMR CORP: Capital World Discloses 8.4% Equity Stake
AMR CORP: PRIMECAP Management Discloses 12.51% Equity Stake
AMR CORP: Sells 860 Common Shares at $6.64 Per Share
AMR CORP: The Growth Fund Discloses 5.3% Equity Stake

ANGIOTECH PHARMACEUTICALS: CCAA Creditors Meeting on April 4
ANTERO RESOURCES: Moody's Upgrades Corporate Family Rating to 'B2'
APPLESEED'S INTERMEDIATE: Court Sets April 1 as Claims Bar Date
APPLESEED'S INTERMEDIATE: Plans to Close Nine Retail Stores
ARROW TRUCKING: Ex-CEO Files for Bankruptcy; Trustee's Case Stayed

ARVINMERITOR INC: FMR LLC Discloses 12.260% Equity Stake
ARVINMERITOR INC: Glenhill Advisors Discloses 0.88% Equity Stake
ARVINMERITOR INC: Glenview Capital Discloses 4.29% Equity Stake
ARVINMERITOR INC: Wellington Management Has 11.37% Equity Stake
ARYX THERAPEUTICS: Lars Ekman Appointed to Audit Committee

ATLANTIC BROADBAND: S&P Assigns 'B+' Rating to $555 Mil. Loan
ATLANTIC SOUTHERN: H. Smisson and D. Moore Resign from Board
AURASOUND INC: Errors Found in June-September 2010 Results
AURASOUND INC: Reports $1.01MM Net Income in Dec. 31 Qtr.
AXION INTERNATIONAL: RBSM Buys JSW, Takes Over as Auditor

BEAZER HOMES: Anchorage Capital, et al., Hold 5.6% Equity Stake
BEAZER HOMES: FMR LLC Discloses 15.002% Equity Stake
BEAZER HOMES: Highbridge, et al., Hold 4.59% Equity Stake
BEAZER HOMES: GSO Capital, et al., Disclose 5.2% Equity Stake
BERNARD L MADOFF: Mets Owners Delay Fight for Discovery in Case

BERNARD L MADOFF: SEC Lawyer's Role Questioned by Lawmakers
BIOLASE TECHNOLOGY: To Release Q4 Results on March 10
BLOCKBUSTER INC: Opposes Gibbs Plea to Continue Prepetition Suit
BLOCKBUSTER INC: Prentice Capital Equity Stake Down to 0%
BLOCKBUSTER INC: Wellington Equity Stake Down to 0%

BLUE HERON: To Shut Down; Judge to Decide on Severance's Fate
BORDERS GROUP: Creditors Panel Taps Lowenstein Sandler as Counsel
BORDERS GROUP: Proposes AP Services as Crisis Managers
BORDERS GROUP: Proposes Baker & McKenzie as Corporate Counsel
BORDERS GROUP: Proposes Jefferies as Investment Banker

BORDERS GROUP: Proposes to Employ Ordinary Course Professionals
BROOKSHIRE PLACE: Case Summary & 51 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Units Seek $400-Mil. Loan for Octavius
CANAL CORP: Court Sets March 22 as Deadline for Voting on Plan
CANNERY CASINO: Moody's Gives Stable Outlook, Keeps 'Caa1' Rating

CAPITOL BANCORP: Authorized Common Shares Hiked to 1.52 Billion
CAPMARK FINANCIAL: Seeks OK to Sell Loan Assets for US$74.1 Mil.
CARBON BEACH: Hearing on DIP Financing Continues to March 10
CB HOLDING: Seeks to Sell Liquor License for $725,000
CELL THERAPEUTICS: To Sell $25-Mil. of Securities to Investor

CENTRALIA OUTLETS: Can Hire Perkins Coie as Gen. Bankr. Counsel
CHARLES RIVER: Moody's Affirms 'Ba2' Corporate Family Ratings
CHARLES RIVER: S&P Assigns Rating to New $150 Mil. Senior Notes
CHATSWORTH INDUSTRIAL: April 28 Plan Confirmation Hearing Set
CLAIRE'S STORES: Bank Debt Trades at 2% Off in Secondary Market

CLASSICSTAR LLC: Bucks Baker Hostetler in Fee Appeal
CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
CLEAR CHANNEL: Extends Maturities of Sr. Credit Facilities
CLEAR CHANNEL: Inks Pact to Issue $1-Bil. of 9.0% Guarantee Notes
CLINCH MOUNTAIN: Case Summary & 10 Largest Unsecured Creditors

COLONIAL BANCGROUP: Court Approves Disclosure Statement
CONSOLIDATED HORTICULTURE: Judge Urged to Deny Improper Sale
CONTESSA PREMIUM: Proofs of Claim Due By March 25, 2011
CONTESSA PREMIUM: Scouler & Co. Soliciting Bids for Assets
CRYOPORT INC: Enters 2nd Round of Private Placement for $4.9MM

CUMULUS MEDIA: Bank Debt Trades at 2% Off in Secondary Market
DAIRY PRODUCTION: Creditors Angle for Stay Relief
DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 8% Off in Secondary Market
DFM BENTONVILLE: Case Summary & 15 Largest Unsecured Creditors

DISH NETWORK: Reports $984.73 Million Net Income in 2010
DONALD BERKEBILE: Succeeds in Strip Down of Federal Tax Lien
DREIER LLP: Preparing to Destroy Clients' Files
DYNEGY INC: Nomination for Directors Extended to March 4
E & G CONCRETE: Case Summary & 16 Largest Unsecured Creditors

EASTMAN KODAK: Fitch Junks Issuer Default Rating From 'B-'
EMPIRE RESORTS: Gets Non-Compliance Notice from NASDAQ
EPICEPT CORP: Incurs $15.54 Million Net Loss in 2010
EX CED FOODS: Seeks Chapter 15 Protection in San Francisco
EX CED FOODS: Chapter 15 Case Summary

FANNIE MAE: Lowers Net Loss to $14.02 Billion in 2010
FORCELOGIX TECHNOLOGIES: Sale of Unit to Callidus Completed
FOX HILL: Can Use BWF-FHM LOan Cash Collateral Until March 31
GALLENTHIN REALTY: Court Dismisses Chapter 11 Case
GARY PHILLIPS: Court Authorizes Sale of Four Properties

GARY PHILLIPS: Has Interim Use of Cash Collateral Until March 18
GEN ART: Debuts Under New Ownership Following Bankruptcy
GELTECH SOLUTIONS: Reduces Principal of Reger Debt by $1 Million
GENERAL MOTORS: MTech Objects to Claims Estimation at $0
GENERAL MOTORS: U.S. Govt. Supports Priority Order Pacts

GENERAL MOTORS: Wants to Remove Actions 'Til Yr. After Plan Nod
GLOBAL CROSSING: Incurs $172 Million Net Loss in 2010
GMI ENTERPRISES: Files for Chapter 7 Bankruptcy Protection
GOODRICH PETROLEUM: S&P Assigns 'B' Corporate Credit Rating
GRAHAM PACKAGING: Reports $81.79-Mil. Net Income in 2010

GREAT ATLANTIC & PACIFIC: Pine Plaza Amends Lift Stay Request
GREAT ATLANTIC & PACIFIC: Proposes Hilco as Real Estate Advisor
GREAT ATLANTIC & PACIFIC: Proposes PwC as Tax Advisor
GTS 900: Corus Plan Confirmed; Plan Declared Effective Feb. 18
GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating

GUITAR CENTER: S&P Affirms 'B-' Corporate Credit Rating
HABERSHAM BANCORP: Bank Closed; FDIC Appointed as Receiver
HAYES AVENUE: Pleas Court Defers Hearing Over Demolition
HEALTHSOUTH CORP: Reports $939.80 Million Net Income in 2010
HEARTLAND AUTOMOTIVE: To Acquire Jiffy Lube Franchisee

HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
HOLLY CORP: S&P Puts 'BB' Rating on CreditWatch Positive
HONOLULU SYMPHONY: Firms, Civic Leaders Aim to Revive Symphony
IA GLOBAL: Form 10-Q Filing Delayed; Sees $5MM Revenue in Q3
INVESTCORP BANK: Fitch Affirms 'BB+' Issuer Default Ratings

ISTAR FINANCIAL: Incurs $58.86MM Net Loss in Dec. 31 Qtr.
ISTAR FINANCIAL: Fitch Expects to Put Low-B Ratings on 2 Tranches
ISTAR FINANCIAL: Moody's Puts Low-B Ratings on Credit Facilities
J & R INC: Case Summary & 20 Largest Unsecured Creditors
JO-ANN STORES: Moody's Assigns 'B2' Corporate Family Rating

JO-ANN STORES: S&P Downgrades Corporate Credit Rating to 'B'
K-V PHARMACEUTICAL: Completes $32MM Common Stock Offering
KNOCK ON WOOD: Case Summary & 20 Largest Unsecured Creditors
KOREA LINE: Files for Chapter 15 Protection in Manhattan
KOREA LINE: Chapter 15 Case Summary

MEMC ELECTRONIC: Moody's Assigns 'B1' Corporate Family Rating
LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to April
LENNY DYKSTRA: Bankr. Court Denies "Homestead Exemption"
LEVEL 3 COMMS: Thomas Stortz to Retire on April 1
MAGIC BRANDS: Wants Plan Solicitation Period Extended to June 20

MAJESTIC GROUP: Case Summary & 20 Largest Unsecured Creditors
MERUELO MADDUX: Seeks to Toss Out a Rival Reorganization Plan
MONEYGRAM INT'L: To Terminate Employee Deferral Accounts
MONTENAPO: Closes for Second Time Since Debut
MPM TECHNOLOGIES: To Sell 100% Shares of MPM Mining to CEO

MXENERGY HOLDINGS: Holds Call for Dec. 31 Qtr. Results
NO FEAR RETAIL: Files for Chapter 11 in San Diego
NO FEAR RETAIL: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Gets June 30 Extension of CCAA Stay Period
NORTH BAY: Obtains Final Authority to Use BofA Cash Collateral

NORTHFIELD INVESTMENTS: Files Plan Outline; March 30 Hearing Set
PEANUT CORP: Sen. Leahy Seeks Update on Criminal Probe
PHILADELPHIA RITTENHOUSE: Fights to Stay in Chapter 11 Protection
POINT BLANK: Seeks Approval of Consent Agreement With SEC
QWEST COMMUNICATIONS: 2011 Qwest Management Bonus Plan Approved

RADIENT PHARMACEUTICALS: Appoints R. Rooks to Board of Directors
RADLAX GATEWAY: Files 2nd Amended Plan; Unsecureds to Get $500,000
RAILAMERICA INC: Repurchase Program Doesn't Move Moody's B1 Rating
REAL MEX: CEO and Chairman Rivera to Retire Effective April 1
REFCO INC: Final Hearing on Grant Thornton Settlement Set March 11

REFCO INC: Plan Administator Makes 4th Distribution
REFCO INC: Togut Makes Distribution for "Other Allowed Claims"
REVEILLE RESOURCES: Has Court's Interim Nod to Use Cash Collateral
ROBB & STUCKY: Court OKs Hudson Group-Led Auction on March 7
ROBB & STUCKY: DIP Financing & Cash Collateral Use Has Interim OK

ROBB & STUCKY: Has Court's Interim Nod to Pay Critical Vendors
ROBB & STUCKY: Section 341(a) Meeting Scheduled for March 21
ROBERT BROWN: Case Summary & 20 Largest Unsecured Creditors
S&K REAL: Case Summary & Largest Unsecured Creditor
SEAHAWK DRILLING: HSBC, et al., Want Equity Committee Appointment

SG RESOURCES: S&P Withdraws 'BB' Rating on Project
SHILOH INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB-'
SIX FLAGS: S&P Raises Corporate Credit Rating to 'BB-'
STRATEGIC AMERICAN: Completes Sale of $85MM Shares for $8.5MM
SWADENER INVESTMENT: Section 341(a) Meeting Scheduled for March 30

SWADENER INVESTMENT: Taps Riggs Abney as Bankruptcy Counsel
TBS INTERNATIONAL: Takes Delivery of 5th Newbuild Tweendecker
TERRESTAR CORP: Sec. 341 Meeting of Creditors Set for March 23
TERRESTAR NETWORKS: Court Approves Key Employee Incentive Plan
TERRESTAR NETWORKS: EchoStar Has Transaction With Hughes Corp.

TERRESTAR NETWORKS: Proposes Duff & Phelps as Valuation Expert
THOMPSON PUBLISHING: TPH Has Until March 21 to File Plan
TRIBUNE CO: Bank Debt Trades at 28% Off in Secondary Market
TYSON FOODS: S&P Raises Corporate Credit Rating From 'BB+'
UNIGENE LABORATORIES: Accelerates Development of Peptide UGP281

UNISYS CORP: Prices 2.25MM Preferred Shares at $100 Per Share
UNITED WESTERN: Says OTS, FDIC Seized Bank Absent Valid Grounds
UNITED WESTERN: Disowns Thrift Financial Report
US MORTGAGE: Former President Sentenced to 14 Years in Prison
VALLEY COMMUNITY BANK: Closed; First State Bank Assumes Deposits

VIKING SYSTEMS: Incurs $2.44 Million Net Loss in 2010
VITRO SAB: Bondholders' Bid for US Units Bankruptcy Postponed
WES CONSULTING: Fyodor Petrenko Elected as Director
W.R. GRACE: FMR LLC Holds 9.99% Equity Stake
W.R. GRACE: Officers Acquire Grace Shares

W.R. GRACE: York, et al., File Notices of Intent to Buy Shares
WRIGHT GROUP: Postpetition Receipts Are Not Cash Collateral
ZEIGER CRANE: Gets Court OK to Hire Hinshaw as Bankruptcy Counsel
ZEIGER CRANE: Section 341(a) Meeting Scheduled for April 8
ZEIGER CRANE: Asks for Court's Permission to Use Cash Collateral

* Illinois Bank Shuttered Friday; Year's Failures Now 23
* Moody's: Stress for U.S. Public Finance Sectors Continues
* Moody's: Default Wave Fails to Sink Investor Recoveries
* S&P's 2011 Global Corporate Default Tally Remains at Three

* Former K&L Gates Partner Joins Dykema Gossett

* Trust Funds Lose Discovery Round in Asbestos Saga

* Turnarounds & Workouts Now Accepting People to Watch Nominations

* Lawyer Suspended for Advising Bankrupt Judge to Misspell Name

* BOND PRICING -- For Week From Feb. 21 to 25, 2011

                            *********

524 HOWARD: Section 341(a) Meeting Scheduled for March 22
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of 524
Howard, LLC's creditors on March 22, 2011, at 10:30 a.m.  The
meeting will be held at the San Francisco U.S. Trustee Off, Office
of the U.S. Trustee, 235 Pine Street, Suite 850, San Francisco,
California.

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.

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Reno F.R. Fernandez, Esq., at Macdonald and
Assoc., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate CMR Mortgage Fund, LLC (Bankr. N.D. Calif. Case No. 08-
32220) filed a separate Chapter 11 petition on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed their Chapter 11 petitions on March 31, 2009.


A-NGAE1 LLC: Amends Proposed Reorganization Plan
------------------------------------------------
A-NGAE1, LLC, filed with the U.S. Bankruptcy Court for the
District of Nevada amended its proposed plan of reorganization on
Feb. 17, 2011.  The original plan was filed on July 27, 2009.

The Debtor has asked the Court to schedule a date for a combined
hearing concerning the adequacy of the disclosure statement and
confirmation of the Debtor's amended plan.  The Court will
consider the Debtor's request during a hearing on March 23, 2011,
at 9:30 a.m.

Under the amended plan, the old membership units will be cancelled
and the Debtor will issue the Class A Membership Interests in the
reorganized Debtor to the Debtor's lenders and the Class B
Membership Interests in the reorganized Debtor to the Debtor's
parent, N.G.A. #2, LLC.

The Debtor will adopt a new operating agreement, which will
supersede all other operating agreements in respect of the Debtor.
The new operating agreement will provide at all times that, upon
the sale of the Debtor's property, the proceeds will be paid first
to reimburse the makers of the supplemental capital contributions
for any amounts contributed plus an 8% annual return; second, to
the makers of the additional capital contributions for any amounts
contributed plus an 8% annual return; third, until the holders of
Class A Membership Interests have received the initial Class A
amount of $9.90 million, (a) 90% to the holders of Class A
Membership Interests on a pro rata basis, provided that the pro
rata distributions of the Class A members will be adjusted so that
the makers of the supplemental capital contributions receive an
additional 12% annual return at the expense of the Class A members
that didn't make an additional capital contribution, and (b) 10%
to the Parent; and fourth, 70% to the holders of Class A
Membership Interests on a pro rata basis and 30% to the Parent.

The Debtor will be managed by LEHM, LLC, which will be established
for the purpose of managing the Debtor after the effective date,
and the steering committee.  The Manager, with the assistance of
the developer Focus Investment Group, LLC, will perform all of the
pre-development and entitlement work that is necessary and
reasonable to prepare the Property for sale and improve the
entitlement and master planning status of the Property.  The
Manager will also market and sell the Property when commercially
reasonable, subject to the approval of the Steering Committee and
the holders of Class A Membership Interests.

A copy of the amended plan is available for free at:

           http://bankrupt.com/misc/A-ngaE1_amendedPlan.pdf

                        Treatment of Claims

Administrative claims will be paid in full in cash.

Allowed claims for professional fees will be paid in full in cash.

Class 1 - Property Tax Claims are unimpaired and holders will each
receive a single full cash payment and all accrued postpetition
interest.

Class 2 - Note Claims are impaired.  These are claims of the
Lenders under or in connection with that certain promissory note
dated as of July 11, 2006, in the original principal amount of
$9.90 million issued by the Parent, and assumed by the Debtor
prior to the Petition Date.  Holders of these claims will receive
their pro rata share of 100% of the Class A Membership Interests.

Class 3 - Old Membership Unit claims are impaired.  The Old
Membership Units will be exchanged for the Class B Membership
Interests.

                        Changes to the Plan

These provisions in the Original Plan taken out in the Amended
Plan:

   (a) Approval of the plan by lenders holding 51% or more of the
       total amount of the allowed note claims would be deemed to
       constitute an action by the lenders to release John A.
       Ritter, the Guarantor, from all of its obligations under
       the Guarantee and would be binding upon all Lenders
       pursuant to the terms of Chapter 645B of the NRS as amended
       by Section 8 of AB 513; and

   (b) any judgment obtained before or after the confirmation date
       in any court other than the bankruptcy court would be null
       and void as a determination of the liability of the Debtor
       with respect to any debt treated by the plan.

                        About A-NGAE1, LLC

Las Vegas, Nevada-based A-NGAE1, LLC, a Nevada limited liability
company, filed for Chapter 11 bankruptcy protection on May 12,
2010 (Bankr. D. Nev. Case No. 10-18719).  Georganne W. Bradley,
Esq., at Kaempfer Crowell Et Al., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million
as of the Petition Date.

Affiliates B-SWDE3, LLC (Bankr. D. Nev. Case No. 09-29051), et
al., filed separate Chapter 11 petitions.


ACUMENT GLOBAL: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating on Sterling Heights, Mich.-based
mechanical fastening systems manufacturer Acument Global
Technologies Inc. Subsequently, S&P withdrew the rating at the
company's request.  The outlook was stable at the time of the
withdrawal.

"The rating affirmation on Acument reflects its vulnerable
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Sarah Wyeth.  After the 2010 sale
of its Avdel and GEC business segments, Acument was left with
limited end-market diversity, as it serves primarily the
automotive and, to a small extent, aerospace and industrial
markets.  The highly competitive and cyclical character of the
automotive end market combined with below-average profitability
limit the company's ability to mitigate adverse business,
financial, or economic conditions.  Customer concentration is high
-- the largest customer represents more than 10% of sales -- and
geographic diversity is limited, as the majority of sales are in
the U.S. However, recent restructuring activities could support
mid- to high-single-digit operating margins.  S&P believes U.S.
light-vehicle sales will be higher in 2011 than they were in 2010,
as the gradual recovery from the moribund levels of 2009 proceeds.

Recently, Acument replaced the remaining $75 million revolving
facility with a new credit facility consisting of a $55 million
asset-based revolving facility and a $25 million term loan, both
unrated.  Pro forma for the sales of Avdel and GEC, Acument's
total adjusted debt to EBITDA was about 3.8x at Sept. 30, 2010.
S&P views the company's financial policy as aggressive, as shown
by the $100 million dividend the company paid to the sponsor,
funded from part of the proceeds of the sale of its Cherry
Aerospace business in 2007.

The company has new management, which indicates a strategic shift
and, in S&P's view, is a risk.  Acument is owned by private equity
sponsor Platinum Equity (unrated).


AGUADILLA X RAY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aguadilla X Ray Office & Body Imaging
        dba Aguadilla Xray Body Img Center PSC
        P.O. Box 418
        Aguadilla, PR 00605

Bankruptcy Case No.: 11-01408

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio Fiol Matta, Esq.
                  1561 Ave Americo Miranda
                  URB Caparra Terrace
                  San Juan, PR 00921
                  Tel: (787) 792-4368
                  Fax: (787) 792-4763
                  E-mail: afiollaw@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01408.pdf

The petition was signed by Dr. Jose E. Rivera Rodriguez,
president.


AIRTRAN HOLDINGS: FMR LLC Discloses 5.171% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC disclosed that it beneficially owns
7,006,000 shares of common stock of AirTran Holdings representing
5.171% of the total shares outstanding.  A total of 135,668,598
shares were outstanding as of Jan. 31, 2011.


                      About AirTran Holdings

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

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

                           *     *     *

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

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

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

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


AIRTRAN HOLDINGS: Roy Behren, et al., Hold 5.6% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Roy Behren and his affiliated companies disclosed that
they beneficially own 7,559,500 shares of common stock of AirTran
Holdings, Inc., representing 5.6% of the total shares outstanding.
A total of 135,668,598 shares were outstanding as of Jan. 31,
2011.

                      About AirTran Holdings

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

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

                           *     *     *

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

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

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

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


ALABAMA AIRCRAFT: Informs Workers of Shutdown on April 15
---------------------------------------------------------
Russell Hubbard at The Birmingham News reports that Alabama
Aircraft Industries Inc., formerly known as Pemco Aeroplex, said a
mass layoff notice has been filed with the United Auto Workers,
the union representing most of its workers.  The move is a
precautionary measure to comply with employment laws, Birmingham
News quotes Alabama Aircraft Vice President Doris Sewell as
stating.

According to the report, Alabama Aircraft told its 326 employees
that operations might cease by April 15, 2011.  "On Feb. 11, the
debtor's management sent a letter to the president of the UAW
Local 1155 notifying the UAW of the likely cessation of the
debtor's operations by April 15, 2011, absent the termination of
the debtor's obligations under the pension plan," Alabama Aircraft
said in papers filed with the bankruptcy court.

                      About Alabama Aircraft

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

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

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


AMBAC FINANCIAL: Asks for TRO vs. IRS; Mediation Ordered
--------------------------------------------------------
Ambac Financial Group, Inc., asked Judge Shelley Chapman of the
U.S. Bankruptcy Court for the Southern District of New York to:

  (i) enforce the stipulated Temporary Restraining Order
      approved by the Bankruptcy Court on November 9, 2010 and
      direct the U.S. Internal Revenue Service to dismiss the
      complaint it filed in the U.S. District Court for the
      Western District of Wisconsin; and

(ii) enjoin the IRS from further action in violation of the
      Injunction Order, including commencing or prosecuting any
      actions, claims, lawsuits or other formal legal
      proceedings with respect to the Debtor without proper
      notice.

The stipulated Injunction Order provides that the IRS agreed to
provide the Debtor with a five-day notice before taking any
action that violates the "state court injunction," whether or not
it is in effect.  The state court injunction refers to the
injunction orders entered by Judge William D. Johnston of the
Wisconsin State Circuit Court for Dane County as the judge
overseeing the rehabilitation proceedings of segregated accounts
of Ambac Assurance Corporation.

The State Injunction Order provides that the IRS is enjoined
from commencing any action against AAC "in respect of the
Segregated Account or . . . disputed contingent liabilities
allocated to the Segregated Account."  The IRS's potential claim
against AAC concerning tax liability for 2007 and 2008 is one of
the "disputed contingent liabilities allocated to the Segregated
Account."

However, the IRS filed an action on Feb. 9, 2011, against AAC
and certain other defendants in the U.S. District Court for the
Western District of Wisconsin, seeking to enjoin the Dane County
Circuit Court from enforcing the State Court Injunction issued on
Nov. 8, 2010.

The Debtor revealed that the IRS did not provide any notice of
its intention to file the District Court Action.  On behalf of
the Debtor, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in
New York, added that no notice was provided to the Bankruptcy
Court either.

Accordingly, the IRS violated the stipulated Injunction Order as
the Injunction Order is absolutely clear and unambiguous in
prohibiting the IRS from commencing any action against AAC with
respect to the Segregated Account, Mr. Ivanick asserted.  The
IRS, he contended, has willfully ignored the notice provision of
the Injunction Order and has acted as if the Bankruptcy Court had
never made an order of that kind.

            Suit Filing Does Not Violate Injunction,
                          IRS Asserts

The IRS maintained that it did not violate the stipulated terms
of the Injunction Order when it filed the District Court Action.

U.S. attorney and counsel to the IRS, Daniel P. Filor, Esq.,
clarified that the IRS never agreed to provide notice to the
Debtor before challenging the State Court Injunction's validity.
The Debtor's argument to the contrary ignores the agreed language
of the Injunction Order, which both sides stipulated included
only "enforcement actions," and the events leading up to it, he
pointed out.

The Debtor's stated purpose for seeking the TRO was to provide it
with notice before the IRS took an administrative collection
action to recover a $700 million in tax refunds so that it could
presumably seek judicial review before the IRS could take
unilateral action, Mr. Filor contended, on behalf of the IRS.
Thus, he averred, the terms of the Injunction Order are limited
to "enforcement actions," which are defined as "asserting liens
against and levying upon the assets of [the Debtor's
subsidiaries]."

Against this backdrop, the filing of the District Court Action
does not violate the Injunction Order because it is not an
administrative action by the IRS, and because the judicial action
does not seek the recovery of the tax refunds, Mr. Filor
reasoned.  Moreover, for two months the parties have been
litigating the validity of the State Court Injunction -- the same
issue that is the subject of the new federal lawsuit -- and
Debtor has never claimed the ongoing litigation violated the
Injunction Order, Mr. Filor pointed out.

Because the IRS was not required to give the Debtor notice before
commencing its judicial action against a non-debtor subsidiary in
federal court, the Debtor's Motion should be denied, the IRS
urged the Bankruptcy Court.

In furtherance of the IRS' Objection, Ellen London, Esq. --
Ellen.London@usdoj.gov -- assistant U.S. Attorney and counsel to
the IRS, filed with the Bankruptcy Court a declaration appending
as exhibits copies of (i) the Debtor's Nov. 8, 2010 Motion for
Temporary Restraining Order; (ii) David Wallis's declaration in
support of the Debtor's request for declaratory judgment and
injunctive relief; (iii) transcript of hearing held on Nov. 9,
2010; (iv) the IRS's complaint dated Feb. 9, 2011, filed with the
District Court; and (v) the State Court Injunction issue on
Nov. 8, 2010.  Full-text copies of the exhibits are available for
free at http://bankrupt.com/misc/Ambac_LondonExhibits.pdf

Ms. London disclosed that subsequent to the Nov. 9 hearing, the
IRS implemented litigation freeze codes for the relevant
subsidiaries of the Debtor in compliance with the Injunction
Order.

                     Order to Show Cause

In furtherance of the Debtor's Motion to Enforce the Injunction
Order, Lawrence M. Hill, Esq., a partner at Dewey & LeBoeuf LLP,
explained that the IRS sought an emergency hearing on its
preliminary injunction motion filed with the District Court.  The
District Court ordered opposition papers to be filed Feb. 15.  The
Debtor thus filed an order to show cause and sought an expedited
hearing in the hopes that the Bankruptcy Court may rule before the
hearing in the District Court.

Judge Chapman signed the order to show cause to enforce the
Injunction Order.  The Bankruptcy Court scheduled the Motion to
Enforce Injunction Order for hearing last Feb. 18, 2011.

                          *      *     *

At the February 18 hearing, Judge Chapman directed AFG and the
IRS to mediate regarding the adversary proceeding, Bloomberg News
reported.

The ruling comes as the District Court dismissed the lawsuit
filed by the IRS against AAC and certain other defendants,
Bloomberg said.  The IRS recently took an appeal from the
District Court ruling.

                       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)


AMBAC FINANCIAL: Lease Decision Deadline Extended to June 6
-----------------------------------------------------------
Judge Shelley Chapman extended Ambac Financial Group, Inc.'s time
to assume or reject certain unexpired leases through and including
June 6, 2011.

The unexpired leases subject to the Court's order are:

  * A lease for a property located at One Street Plaza, New
    York 10004 between the Debtor and One State Street LLC; and

  * A lease for a property located at 701 Grant Avenue, Lake
    Katrine, New York 12449 between the Debtor and Newmark
    Knight Frank.

To the extent a lease for office space located at 7545 Irvine
Center Drive, in Irvine, California, did not expire according to
its terms on Dec. 31, 2010, the Irvine Lease will be deemed
rejected as of the date of the Lease Decision Motion, provided
that nothing in the Court's order will be construed as an
admission that the lease is an executory contract or unexpired
lease within the meaning of Section 365 of the Bankruptcy Code,
Judge Chapman ruled.

                       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: Seeks Extension of Bar Date for D&Os
-----------------------------------------------------
Ambac Financial Group, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York a proposed order extending
the deadline for certain of its former officers and directors to
file claims in its Chapter 11 case.

Pursuant to the Bar Date Order, any person or entity that has a
claim against the Debtor that arose on or prior to Nov. 8, 2010,
other than certain specified exclusions, including with respect to
an Exempt Party, is required to submit a written proof of claim on
or prior to March 2, 2011.

Exempt Parties refer to certain persons or entities that are not
required to submit a Proof of Claim on or prior to the Claims Bar
Date, including any current officer or director who has a claim
for indemnification, contribution, or reimbursement.

Certain of the Debtor's former officers or directors have been
named as defendants in one or more of these actions:

  (i) Two securities class actions pending in the U.S. District
      Court for the Southern District of New York, entitled In
      re Ambac Financial Group, Inc. Securities Litigation, No.
      08-cv-411-NRB (S.D.N.Y.) and Tolin v. Ambac Financial
      Group, Inc., No. 08-cv-11241-CM (S.D.N.Y.)

(ii) Three derivative actions pending in the U.S. District
      Court for the Southern District of New York, the Delaware
      Court of Chancery, and the Supreme Court of the State of
      New York, New York County, entitled In re Ambac Financial
      Group, Inc. Derivative Litigation, No. 08-cv-854-SHS
      (S.D.N.Y.), In re Ambac Financial Group, Inc. Shareholder
      Derivative Litigation, Cons. C.A. No. 3521-VCL (Del. Ch.),
      and In re Ambac Financial Group, Inc. Shareholders
      Derivative Litigation, Cons. Index No. 650050/2008E (N.Y.
      Sup.)

(iii) An ERISA class action pending in the U.S. District Court
      for the Southern District of New York, entitled Veera v.
      Ambac Plan Administrative Committee, et al., No. 10-cv-
      4191-HB (S.D.N.Y.)

(iv) An individual securities action pending in the U.S.
      District Court for the Southern District of New York,
      entitled Ehrenreich v. Ambac Financial Group, Inc., No.
      09-cv-10173-BSJ (S.D.N.Y.)

The Former Officers or Directors are defendants in one or more of
the Actions.  They are Robert J. Genader; Sean T. Leonard; John
W. Uhlein III; Gregg L. Bienstock; Thomas J. Gandolfo; Robert G.
Shoback; Philip B. Lassiter; Kathleen A. McDonough; W. Grant
Gregory; Douglas C. Renfield-Miller; Timothy J. Stevens and
William T. McKinnon.

The Former Officers or Directors may have contingent or
unliquidated claims against the Debtor for indemnification,
contribution, or reimbursement pursuant to the Debtor's Amended
and Restated Certificate of Incorporation, dated July 10, 1997,
the Debtor's By-Laws, as amended on Oct. 21, 2008, Delaware
law, or otherwise.

Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York,
asserts that if the proposed extension is not granted, each
of the Former Officers would likely submit a proof of claim
in an unliquidated amount on or prior to the Claims Bar Date,
thus requiring the Debtor to incur the time and expense of
estimating those claims for the purposes of voting on a plan
of reorganization and making distributions under the plan,
which may prove unnecessary depending upon the outcome of
pending litigation.

Accordingly, the Debtor asks the Bankruptcy Court to extend the
Claims Bar Date to July 2, 2011, solely with respect to any claim
to be asserted by any of its Former Officers for indemnification,
contribution, or reimbursement.

The Debtor proposes that the Claims Bar Date may be further
extended with respect to any claim by any of the Former Officers
at the discretion of the Debtor and without further notice or
order of the Bankruptcy Court.

The Bankruptcy Court will consider the Debtor's request on
March 1, 2011.  Objections are due no later than Feb. 25.

                       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)


AMERICAN NATURAL: Has $5-Mil. Financing Term Sheet for TIGRcub
--------------------------------------------------------------
American Natural Energy Corporation has signed a non-binding Term
Sheet with a group of institutional investors. Proceeds of the
financing are to be used for the drilling and completion of wells
included in ANEC's inventory of Proved Undeveloped reserves.
ANEC's PUDs include 7 locations on its Bayou Couba project in St.
Charles Parish, Louisiana with potential reserves of 1.4 million
barrels of oil.

ANEC will raise a total amount of US$5 million, before fees and
expenses through the issuance of Top-line Income Generation Rights
Certificate.  The TIGRcub(R) Security will provide for a monetary
production payment equal to 45% of revenues for a period of 84
months generated by the Initial Investment Wells.  The aggregate
monetary production payments during the 84 month period are
required to be at least US$6.1 million, and if less, require a
make whole payment at the end of the term.  The obligations under
the TIGRcub(R) Security will be secured by a first priority,
perfected security interest and mortgage in the Initial Investment
Wells.  The investors will also have the right of first refusal on
a subsequent investment in TIGRcub(R) Securities in amounts not
less than $5 million with participation terms and investment wells
to be determined.

Warrants, expiring in five years and exercisable into common
shares, will also be issued with the funding for a number of
shares equal to the quotient of 15% of the initial investment
amount divided by the strike price equal to 120% of the volume-
weighted average price of the common stock over the 5 days prior
to closing.

Completion of the funding under the Term Sheet is subject to
completion of definitive documentation.

TIGRcub(R) Security is a registered trademark of Entrex, Inc.,
Chicago, Illinois.

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company's balance sheet at Sept. 30, 2010, showed
$17.74 million in total assets, $9.42 million in total
liabilities, and stockholders' equity of $8.32 million.

                          *     *     *

MaloneBailey, LLP, in Houston, after auditing the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has substantial cash used for operating
activities during 2009, has a working capital deficiency and an
accumulated deficit at Dec. 31, 2009.


AMR CORP: Capital World Discloses 8.4% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Capital World Investors disclosed that it
beneficially owns 28,117,172 shares of common stock of AMR
Corporation representing 8.4% of the total shares outstanding.  As
of Feb. 9, 2011, 333,435,431 shares of the Company's common stock
were outstanding.

                       About AMR Corporation

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

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

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

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

                           *     *     *

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

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


AMR CORP: PRIMECAP Management Discloses 12.51% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, PRIMECAP Management Company disclosed that it
beneficially owns 41,680,663 shares of common stock of AMR Corp.
representing 12.51% of the total shares outstanding.  As of Feb.
9, 2011, a total of 333,435,431 shares of the Company's common
stock were outstanding.

                       About AMR Corporation

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

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

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

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

                           *     *     *

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

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


AMR CORP: Sells 860 Common Shares at $6.64 Per Share
----------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Robert W. Reding, executive VP Operations at AMR Corp,
disclosed that he disposed of 860 shares of common stock of the
Company on Sept. 20, 2010 at $6.64 per share.  At the end of the
transaction, Mr. Reding beneficially owned 697,372 shares.

                       About AMR Corporation

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

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

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

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

                           *     *     *

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

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



AMR CORP: The Growth Fund Discloses 5.3% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Growth Fund of America, Inc. disclosed that it
beneficially owns 17,758,081 shares of common stock of AMR
Corporation representing 5.3% of the total shares outstanding.  As
of Feb. 9, 2011, a total of 333,435,431 shares of the Company's
common stock were outstanding.

                       About AMR Corporation

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

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

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

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

                           *     *     *

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

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


ANGIOTECH PHARMACEUTICALS: CCAA Creditors Meeting on April 4
------------------------------------------------------------
A meeting of creditors affected by the Companies' Creditors
Arrangement Act proceeding involving Angiotech Pharmaceuticals,
Inc., and its affiliates is scheduled for 2:00 p.m. on Apr. 4,
2011, at the offices of Fasken Martineau DuMoulin LLP in
Vancouver, B.C., to consider the consolidated plan of compromise
or arrangement proposed by the company.  If creditors approve the
plan, the company intends to as the Supreme Court of British
Columbia to sanction the plan on or about Apr. 6, 2011.

Copies of relevant documents are available at
http://www.alvarezandmarsal.com/angiotech/from Alvarez & Marsal
Canada Inc., which serves as the Court-appointed Monitor.

              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.


ANTERO RESOURCES: Moody's Upgrades Corporate Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Antero Resources LLC to B2 from B3.  Moody's also upgraded the
senior unsecured note rating to B3 from Caa1 and changed the
rating outlook to positive from stable.  Moody's assigned a SGL-3
speculative grade liquidity rating to Antero.

"The growth in production and the progress in developing its
unconventional gas reserve base warrants an upgrade in Antero's
Corporate Family Rating to B2," said Stuart Miller, Moody's Senior
Analyst.  "Antero's significant acreage position in the Marcellus
Shale, the Piceance Basin, and the Arkoma Basin, along with its
relatively low development costs, bodes well for the future of the
company despite its concentration in natural gas assets."

Antero's B2 Corporate Family Rating balances the company's
intention to rapidly grow its reserve base along with the
execution risk associated with this plan.  Antero hopes to more
than double its production and proved developed reserve position
by the end of 2012 which will require significantly out-spending
its cash flow from operations.  If successful, at the end of 2012
Antero would have the scale that is typical for strong single B
exploration and production companies.  The plan is plausible given
the company's large acreage position in unconventional shale gas
plays and its historically low development cost ratio.

In 2010, the company spent about $9.50 per BOE to book proved
developed reserves, a level reported by only the most efficient
exploration and production operators.  While Antero has a seasoned
management team, there is considerable execution risk associated
with achieving the planned level of growth without an increase in
the leverage ratio or the development cost ratio.  Funding this
growth would require more than doubling Antero's debt outstanding
to over $1 billion, and the company's ratio of debt to average
daily production is already high as it is in excess of $30,000 per
BOE.  While not expected, any significant fall off in drilling
efficiency or drilling results, or any delay in bringing wells on
production could push this leverage ratio higher which would
pressure Antero's rating outlook.  However, the positive momentum
behind the company's reported results suggests the greater
likelihood for positive rating actions in the future with an
expectation that the company will successfully execute its growth
plan.

Antero has adequate liquidity over the next four quarters
primarily due to availability on its $550 million senior secured
revolving credit facility which matures November 4, 2015.
Borrowings are currently about $155 million leaving $400 million
of availability.  The credit agreement requires maintenance of a
minimum current ratio of 1.0x and a maximum debt to EBITDAX of
4.25x, with a step down to 4.0x at the end of 2011.  The SGL-3
rating reflects the expectation that cash flow will not be
sufficient to fund the planned capital expenditures and a high
reliance on external sources of capital.  Unless there is a
significant drop in natural gas prices, it is expected that the
company will have access to the availability under its credit
facility as its debt to EBITDAX ratio remains around 3.5x.

The positive outlook is based on an expectation that Antero
continues to develop its proved undeveloped reserves and increase
its production rate, essentially doubling the current figures by
the end of 2012.  The outlook also is based on the assumption that
the development costs per BOE do not increase significantly above
$10 per BOE and that leverage declines modestly from its current
levels.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B2, and a loss given default of LGD 5 (77%).  The
B3 rating of the senior unsecured notes reflects their position in
Antero's capital structure, including the subordination to the
senior secured creditors and the full guarantees of existing and
future subsidiaries.

The last rating action was on Jan. 13, 2010, when Moody's affirmed
the B3 CFR and assigned a Caa1 rating to an add-on offering of
senior unsecured notes

Antero Resources LLC is an independent exploration and production
company headquartered in Denver, Colorado.


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

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

All proofs of claim must be filed at:

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

                  About Appleseed's Intermediate

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

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

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


APPLESEED'S INTERMEDIATE: Plans to Close Nine Retail Stores
-----------------------------------------------------------
Paul Leighton, staff writer at the Gloucester Times, reports that
Appleseed's Intermediate Holdings plans to close nine of its 11
retail stores, including one of its two Beverly stores, in the
latest fallout from the Company's recent bankruptcy filing.

According to the report, a company spokeswoman said the store in
the North Beverly Plaza, in Beverly, Massachusetts, and another in
Woburn will remain open.  All others, including the Appleseed's
Outlet across Dodge Street from the North Beverly Plaza, will
close.  The planned shutdowns were disclosed over the weekend in
court filings in Delaware as part of the Chapter 11 bankruptcy
proceeding of Orchard Brands, Appleseed's parent company.

                  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.

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.


ARROW TRUCKING: Ex-CEO Files for Bankruptcy; Trustee's Case Stayed
------------------------------------------------------------------
Clarissa Kell-Holland at Land Line reports that former Arrow
Trucking President and CEO Doug Pielsticker has filed a Chapter 7
personal bankruptcy liquidation petition in the U.S. Bankruptcy
Court for the Northern District of Texas.

Land Line says Mr. Pielsticker, who has since moved from the Tulsa
area to Dallas, lists his number of creditors as between one and
49.  He lists his assets as between $1 million and $10 million and
his liabilities as being between $10 million and $50 million.

According to the report, Arrow Trucking bankruptcy trustee
Patrick J. Malloy III filed a suit in January against
Mr. Pielsticker and his mother, Carol Pielsticker Bump.  Land Line
notes that Mr. Malloy's lawsuit alleges that Mr. Pielsticker, the
Company's former president and CEO, and Ms. Bump, the Company's
sole director, received fraudulent transfers of at least
$12.8 million in assets for their personal use over a four-year
period before the company's filing for Chapter 7 bankruptcy in
January 2010.

Land Line states that the lawsuit alleges that Mr. Pielsticker
received $8.4 million in transfers, and Ms. Bump received $4.4
million in transfers "disguised as salary."

"In their capacity as director and CEO, Carol and Doug owed
fiduciary duties to Arrow (Trucking)," the suit states.

Mr. Malloy's case against Doug Pielsticker has hit a snag because
of the personal bankruptcy filing, but he stated that his claims
against Carol Pielsticker Bump will move forward, according to
Land Line.

"Essentially my claims against Doug are stayed," Land Line quotes
Mr. Malloy as saying.  "I will not be able to continue pursuit of
the claims in the bankruptcy court here. I can file a claim in
Doug's bankruptcy and hope there will be monies to pay some
portion of the claim."

Land Line relates that Mr. Pielsticker's bankruptcy petition
states that "after any exempt property is excluded and
administrative expenses paid, there will be no funds available for
distribution to unsecured creditors."

Land Line discloses that a meeting of creditors in Pielsticker's
bankruptcy case is scheduled for March 14.  The deadline to object
to debtor's discharge or to challenge dischargeability of certain
debts is May 13, Land Line adds.

                       About Arrow Trucking

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


ARVINMERITOR INC: FMR LLC Discloses 12.260% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC disclosed that it beneficially owns
11,541,504 shares of common stock of ArvinMeritor Incorporated
representing 12.260% of the total shares outstanding.  A total of
94,234,334 shares of the Company's stock were outstanding as of
Jan. 2, 2011.

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

The Company's balance sheet at Dec. 31, 2010, showed $2.81 billion
in total assets, $3.80 billion in total liabilities and a
$990 million deficit.  The deficit was $1.023 billion at Sept. 30,
2010.

                           *     *     *

At the end of January 2011, Standard & Poor's Ratings Services
raised its corporate credit rating on ArvinMeritor Inc. to 'B'
from 'B-'.  The outlook is stable.  At the same time, S&P also
raised its issue-level ratings on the Company's senior secured and
unsecured debt.

S&P said the ratings on ArvinMeritor reflect the Company's highly
leveraged financial risk profile and weak business risk profile.
The Company's limited profitability has kept cash generation low,
given the cyclical and competitive pricing pressures of the
industry.  Although S&P expect margins to improve, S&P believe
pension funding and working capital investments will result in a
use of cash in fiscal 2011. But S&P believe the Company's large
cash balances will be sufficient to fund this cash use.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's Investors Service raised the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to B2 from
B3.  The upgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the company's improving credit metrics over the recent
quarters combined with Moody's expectation that recovering
economic trends will support increasing commercial vehicle demand
over the near-term.  In January 2011 the company sold its Body
Systems group which will permit management to focus on further
strengthening performance of the commercial vehicle and industrial
segments.  With about 50% of total revenues derived from North
America, ArvinMeritor is positioned to benefit from higher
commercial vehicle orders, supported by increasing freight
volumes, and an aging vehicle fleet.  In addition, the company's
exposure to other regional growth markets, such as South America
(about 15% of revenues) and Asia (about 14%), is expected to help
lift profitability over the near-term.


ARVINMERITOR INC: Glenhill Advisors Discloses 0.88% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, each of Glenhill Advisors, LLC, Glenn J.
Krevlin and Glenhill Capital Management, LLC disclosed beneficial
ownership of 830,000 shares of common stock of ArvinMeritor, Inc.
representing 0.88% of the total shares outstanding.  A total of
94,234,334 shares were outstanding as of Jan. 2, 2011.

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

The Company's balance sheet at Dec. 31, 2010, showed $2.81 billion
in total assets, $3.80 billion in total liabilities and
$990 million deficit.  The deficit was $1.023 billion at Sept. 30,
2010.

                           *     *     *

At the end of January 2011, Standard & Poor's Ratings Services
raised its corporate credit rating on ArvinMeritor Inc. to 'B'
from 'B-'.  The outlook is stable.  At the same time, S&P also
raised its issue-level ratings on the Company's senior secured and
unsecured debt.

S&P said the ratings on ArvinMeritor reflect the Company's highly
leveraged financial risk profile and weak business risk profile.
The Company's limited profitability has kept cash generation low,
given the cyclical and competitive pricing pressures of the
industry.  Although S&P expect margins to improve, S&P believe
pension funding and working capital investments will result in a
use of cash in fiscal 2011. But S&P believe the Company's large
cash balances will be sufficient to fund this cash use.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's Investors Service raised the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to B2 from
B3.  The upgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the company's improving credit metrics over the recent
quarters combined with Moody's expectation that recovering
economic trends will support increasing commercial vehicle demand
over the near-term.  In January 2011 the company sold its Body
Systems group which will permit management to focus on further
strengthening performance of the commercial vehicle and industrial
segments.  With about 50% of total revenues derived from North
America, ArvinMeritor is positioned to benefit from higher
commercial vehicle orders, supported by increasing freight
volumes, and an aging vehicle fleet.  In addition, the company's
exposure to other regional growth markets, such as South America
(about 15% of revenues) and Asia (about 14%), is expected to help
lift profitability over the near-term.


ARVINMERITOR INC: Glenview Capital Discloses 4.29% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, each of Glenview Capital Management, LLC and
Lawrence M. Robbins disclosed that they beneficially own 4,038,617
shares of common stock of common stock of ArvinMeritor, Inc.
representing 4.29% of the total shares outstanding.  A total of
94,234,334 shares were outstanding as of Jan. 2, 2011.

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

The Company's balance sheet at Dec. 31, 2010, showed $2.81 billion
in total assets, $3.80 billion in total liabilities, and a
$990 million deficit.  The deficit was $1.023 billion at Sept. 30,
2010.

                           *     *     *

At the end of January 2011, Standard & Poor's Ratings Services
raised its corporate credit rating on ArvinMeritor Inc. to 'B'
from 'B-'.  The outlook is stable.  At the same time, S&P also
raised its issue-level ratings on the Company's senior secured and
unsecured debt.

S&P said the ratings on ArvinMeritor reflect the Company's highly
leveraged financial risk profile and weak business risk profile.
The Company's limited profitability has kept cash generation low,
given the cyclical and competitive pricing pressures of the
industry.  Although S&P expect margins to improve, S&P believe
pension funding and working capital investments will result in a
use of cash in fiscal 2011. But S&P believe the Company's large
cash balances will be sufficient to fund this cash use.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's Investors Service raised the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to B2 from
B3.  The upgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the company's improving credit metrics over the recent
quarters combined with Moody's expectation that recovering
economic trends will support increasing commercial vehicle demand
over the near-term.  In January 2011 the company sold its Body
Systems group which will permit management to focus on further
strengthening performance of the commercial vehicle and industrial
segments.  With about 50% of total revenues derived from North
America, ArvinMeritor is positioned to benefit from higher
commercial vehicle orders, supported by increasing freight
volumes, and an aging vehicle fleet.  In addition, the company's
exposure to other regional growth markets, such as South America
(about 15% of revenues) and Asia (about 14%), is expected to help
lift profitability over the near-term.


ARVINMERITOR INC: Wellington Management Has 11.37% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that it beneficially owns 10,708,471 shares of common stock of
ArvinMeritor, Inc., representing 11.37% of the total shares
outstanding.  A total of 94,234,334 shares were outstanding as of
Jan. 2, 2011.

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

The Company's balance sheet at Dec. 31, 2010, showed $2.81 billion
in total assets, $3.80 billion in total liabilities and
a $990 million deficit.  The deficit was $1.023 billion
at Sept. 30, 2010.

                           *     *     *

At the end of January 2011, Standard & Poor's Ratings Services
raised its corporate credit rating on ArvinMeritor Inc. to 'B'
from 'B-'.  The outlook is stable.  At the same time, S&P also
raised its issue-level ratings on the Company's senior secured and
unsecured debt.

S&P said the ratings on ArvinMeritor reflect the Company's highly
leveraged financial risk profile and weak business risk profile.
The Company's limited profitability has kept cash generation low,
given the cyclical and competitive pricing pressures of the
industry.  Although S&P expect margins to improve, S&P believe
pension funding and working capital investments will result in a
use of cash in fiscal 2011. But S&P believe the Company's large
cash balances will be sufficient to fund this cash use.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's Investors Service raised the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to B2 from
B3.  The upgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the company's improving credit metrics over the recent
quarters combined with Moody's expectation that recovering
economic trends will support increasing commercial vehicle demand
over the near-term.  In January 2011 the company sold its Body
Systems group which will permit management to focus on further
strengthening performance of the commercial vehicle and industrial
segments.  With about 50% of total revenues derived from North
America, ArvinMeritor is positioned to benefit from higher
commercial vehicle orders, supported by increasing freight
volumes, and an aging vehicle fleet.  In addition, the company's
exposure to other regional growth markets, such as South America
(about 15% of revenues) and Asia (about 14%), is expected to help
lift profitability over the near-term.


ARYX THERAPEUTICS: Lars Ekman Appointed to Audit Committee
----------------------------------------------------------
On Feb. 17, 2011, ARYx Therapeutics, Inc.'s board of directors
appointed Lars Ekman to the Audit Committee of the Board.
Dr. Ekman's appointment to the Audit Committee fills the vacancy
created by the resignation of Keith Leonard on Feb. 1.  The Board
has determined that Dr. Ekman meets the requirements for
independence and financial literacy of audit committee members
under the applicable listing standards of The NASDAQ Stock Market
LLC and the Securities Exchange Act of 1934, as amended.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of Sept. 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


ATLANTIC BROADBAND: S&P Assigns 'B+' Rating to $555 Mil. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'B+' issue-level rating and '3' recovery rating to Quincy,
Mass.-based cable TV provider Atlantic Broadband Finance LLC's
proposed $555 million senior secured term loan B due 2016.  The
'3' recovery rating indicates S&P's expectations for meaningful
(50%-70%) recovery in the event of a payment default.  The company
intends to use the proceeds to repay the existing $575 million
term loan B ($555 million outstanding).  S&P will withdraw the
rating on the existing term loan when the transaction closes.

The company's 'B+' corporate credit rating and stable outlook
remain unchanged.

                           Ratings List

                 Atlantic Broadband Finance LLC

         Corporate Credit Rating            B+/Stable/--

                           New Ratings

                  Atlantic Broadband Finance LLC

                         Senior Secured
               $555 mil term loan B due 2016     B+
                Recovery Rating                  3


ATLANTIC SOUTHERN: H. Smisson and D. Moore Resign from Board
------------------------------------------------------------
On Feb. 17, 2011, Dr. Hugh F. Smisson, III, submitted his
resignation as a director of Atlantic Southern Financial Group,
Inc. and its subsidiary, Atlantic Southern Bank, effective
immediately.  On the next day, Mr. Donald L. Moore submitted his
resignation as a director of the Company and the Board effective
immediately.  Dr. Smisson and Mr. Moore have advised the Company
that their resignations were not due to any disagreement with the
Company.

                      About Atlantic Southern

Macon, Ga.-based Atlantic Southern Financial Group, Inc. (NASDAQ:
ASFN) operates nine banking locations in the middle Georgia
markets of Macon and Warner Robins, five locations in the coastal
markets of Savannah, Darien, Brunswick, one location in the south
Georgia market of Valdosta, Georgia and one location in the
northeast Florida market of Jacksonville, Florida.  The Company
specializes in commercial real estate and small business lending.

The Company's balance sheet at Sept. 30, 2010, showed
$852.6 million in total assets, $832.4 million in total
liabilities, and stockholders' equity of $20.2 million.

"As a result of the extraordinary effects of what may ultimately
be the worst economic downturn since the Great Depression, the
Company's and the Bank's capital have been significantly
depleted," the Company said in its Form 10-Q for the quarter ended
Sept. 30, 2010.  The Company recorded a net loss of $59.2 million
in 2009, and a net loss of $9.3 million in the first nine months
of 2010.

The Company's ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside
its control, and on its financial performance.  Accordingly, the
Company cannot be certain of its ability to raise additional
capital on terms acceptable to them.  The Company's inability to
raise capital or comply with the terms of the Order [to Cease and
Desist] raises substantial doubt about its ability to continue as
a going concern."

On Sept. 11, 2009, the Company's wholly-owned subsidiary bank,
Atlantic Southern Bank, entered into a Stipulation and Consent to
the Issuance of an Order to Cease and Desist with the Federal
Deposit Insurance Corporation and the Georgia Department of
Banking and Finance, whereby the Bank consented to the issuance of
an Order to Cease and Desist.


AURASOUND INC: Errors Found in June-September 2010 Results
----------------------------------------------------------
On Feb. 18, 2011, the management team of Aurasound, Inc.,
determined, on their authority, that the Company's unaudited
condensed and consolidated income statement for the quarter ended
Sept. 30, 2010, as previously filed with its quarterly report on
Form 10-Q for that fiscal quarter, can no longer be relied upon
due to a determination that certain of the Company's invoices were
booked in the wrong period.  The Company's management team
discovered the error during its routine internal controls review
process and preparation for the Company's filing of its Quarterly
Report on Form 10-Q for the fiscal quarter ended Dec. 31, 2010.

The Company's Principle Executive Officer and Principle Financial
Officer and other authorized members of the Company's executive
management team have discussed the matters with the Company's
independent registered public accounting firm.

                       About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc., a California corporation, develops,
manufactures and markets premium audio products.  Specifically,
AuraSound has developed and is currently marketing undersized
speakers that will deliver sound quality to devices such as
laptops, flat-panel televisions and displays that the Company
believes to be superior to the sound quality currently found in
these devices.  During the year ended June 30, 2010, the Company's
operations in China were conducted through Well-Tech International
Co., a Hong Kong company owned by Susanne Lee who is the Company's
office administrator in Hong Kong.  The Company's operations in
Taiwan are conducted by AuraSound as a foreign corporation doing
business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.

The Company's balance sheet at Sept. 30, 2010, showed
$32.91 million in total assets, $32.59 million in liabilities, all
current, and $326,294 in stockholders' equity.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2010 results.  The independent auditors noted
that during the year ended June 30, 2010, the Company incurred net
losses of $2.2 million, and had negative cash flow from operating
activities of $202,383.


AURASOUND INC: Reports $1.01MM Net Income in Dec. 31 Qtr.
---------------------------------------------------------
AuraSound, Inc., filed its quarterly report on Form 10-Q with the
U.S. Securities and Exchange Commission reporting net income of
$1.01 million on $27.18 million of net sales for the three months
ended Dec. 31, 2010, compared with a net loss of $519,402 on $1.78
million of net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $45.59 million
in total assets, $39.94 million in total liabilities and
$5.65 million in stockholders' equity.

                           Going Concern

As previously reported in the Troubled Company Reporter, Kabani &
Company, Inc., in Los Angeles, expressed substantial doubt about
the Company's ability to continue as a going concern following the
fiscal 2010 results.  The independent auditors noted that during
the year ended June 30, 2010, the Company incurred net losses of
$2.2 million, and had negative cash flow from operating activities
of $202,383.

According to the latest Form 10-Q, the financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business.  As of Dec. 31, 2010 the Company has an
accumulated deficit of $36,937,503, negative working capital of
$4,716,502 and has reported significant losses over the past
several years.  During the six-month period ended Dec. 31, 2010
the Company recorded a net income of $1,014,895 and had net cash
provided by operating activities of $627,713.  "The move to
profitability and positive cash flow is a directly result of the
execution of new management's post acquisition business plan to
cut costs on all business lines, hold and spread overhead costs
against a larger revenue base and to continue to move toward
sustained profitability.  However, there can be no assurance that
the Company can sustain profitability or positive cash flows from
operations.  As such, if the Company is unable to generate
positive net income and unable to continue to obtain financing for
its working capital requirements, it may have to curtail its
business sharply or cease business altogether," the Company said
in the Form 10-Q.

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

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

                       About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc. ("AuraSound"), a California
corporation, develops, manufactures and markets premium audio
products.  Specifically, AuraSound has developed and is currently
marketing undersized speakers that will deliver sound quality to
devices such as laptops, flat-panel televisions and displays that
the Company believes to be superior to the sound quality currently
found in these devices.  During the year ended June 30, 2010, the
Company's operations in China were conducted through Well-Tech
International Co., a Hong Kong company owned by Susanne Lee who is
the Company's office administrator in Hong Kong.  The Company's
operations in Taiwan are conducted by AuraSound as a foreign
corporation doing business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.


AXION INTERNATIONAL: RBSM Buys JSW, Takes Over as Auditor
---------------------------------------------------------
On Feb. 20, 2011, Jewett, Schwartz, Wolfe & Associates advised
Axion International Holdings, Inc., that its audit practice was
acquired by RBSM LLP, an independent registered public accounting
firm and that, accordingly, JSW was resigning as the Company's
independent registered public accounting firm.  The reports of JSW
on the Company's financial statements for the years ended
Sept. 30, 2010 and 2009 did not contain an adverse opinion or
disclaimer of opinion, and those reports were not qualified or
modified as to uncertainty, audit scope, or accounting principle.

The reports of JSW on the Company's consolidated financial
statements as of and for the years ended Sept. 30, 2010 and 2009
contained an explanatory paragraph which noted that there was
substantial doubt as to the Company's ability to continue as a
going concern due to a deficit in working capital and incurring
significant losses.

During the years ended Sept. 30, 2010 and 2009 through Feb. 20,
2011, the Company has not had any disagreements with JSW on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to JSW's satisfaction, would have caused them to make
reference thereto in their reports on the Company's financial
statements for such periods.

During the years ended Sept. 30, 2010 and 2009 through Feb. 20,
2011, there were no reportable events, as defined in Item
304(a)(1)(v) of Regulation S-K.

On Feb. 21, 2011, the Company engaged RBSM LLP as its independent
registered public accounting firm for the Company's fiscal year
ended Dec. 31, 2010.  The decision to engage RBSM as the Company's
independent registered public accounting firm was approved by the
Company's Board of Directors.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with RBSM regarding either:

   1. the application of accounting principles to any specified
      transaction, either completed or proposed, or the type of
      audit opinion that might be rendered on the Company's
      financial statements, and neither a written report was
      provided to the Company nor oral advice was provided that
      RBSM concluded was an important factor considered by the
      Company in reaching a decision as to the accounting,
      auditing or financial reporting issue; or

   2. any matter that was either the subject of a disagreement (as
      defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-
      K and the related instructions thereto) or a reportable
      event (as described in paragraph (a)(1)(v) of Item 304 of
      Regulation S-K).

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc.
(OTC BB: AXIH) -- http://wwwaxionintl.com/-- is a structural
solution provider of cost-effective alternative infrastructure and
building products.  The Company's "green" proprietary technologies
allow for the development and manufacture of innovative structural
products made from virtually 100% recycled consumer and industrial
plastics.

The Company's balance sheet at Sept. 30, 2010, showed $1.7 million
in total assets, $2.1 million in total liabilities, and a $439,000
stockholders' deficit.

Jewett, Schwartz, Wolfe and Associates, in Hollywood, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal years ended September 30, 2009 and 2010.  The
independent auditors said that the Company's need to seek new
sources or methods of financing or revenue to pursue its business
strategy, raise substantial doubt about the Company's ability to
continue as a going concern.


BEAZER HOMES: Anchorage Capital, et al., Hold 5.6% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Anchorage Capital Group, LLC and its affiliates
disclosed that they beneficially own 4,333,111 shares of common
stock of Beazer Homes USA, Inc., representing 5.6% of the total
shares outstanding.  There were 76,393,208 shares outstanding as
of Dec. 13, 2010, according to the Company's proxy statement on
Schedule 14A, filed Dec. 22, 2010.

                         About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BEAZER HOMES: FMR LLC Discloses 15.002% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC disclosed that it beneficially owns
11,351,604 shares of common stock of Beazer Homes USA Incorporated
representing 15.002% of the total shares outstanding.  At Jan. 31,
2011, a total of 76,372,805 shares were outstanding.

                        About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BEAZER HOMES: Highbridge, et al., Hold 4.59% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Highbridge International LLC and its
affiliates disclosed that they beneficially own $302,100 aggregate
principal amount of 7.5% Mandatory Convertible Subordinated Notes
due 2013, convertible into 1,345,765 shares of common stock and
7.25% Tangible Equity Units, convertible into 2,297,240 shares of
common stock representing 4.59%.  The percentages used are
calculated based upon 75,669,381 shares of common stock issued and
outstanding as of Nov. 3, 2010, as represented in the Company's
Annual Report on Form 10-K for the fiscal year ended Sept. 30,
2010, filed with the Securities and Exchange Commission on Nov. 5,
2010.

                        About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BEAZER HOMES: GSO Capital, et al., Disclose 5.2% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, GSO Capital Partners LP and its affiliates disclosed
that they beneficially own 3,979,670 shares of common stock of
Beazer Homes USA Inc. representing 5.2% of the total shares
outstanding.  At Jan. 31, 2011, there were 76,372,805 shares of
common stock outstanding.

                        About Beazer Homes

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

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

                           *     *     *

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

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

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

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


BERNARD L MADOFF: Mets Owners Delay Fight for Discovery in Case
---------------------------------------------------------------
Bankruptcy Law360 reports that attorneys for the owners of the New
York Mets pushed back for two weeks a discovery hearing scheduled
for Thursday in their heated battle with the trustee liquidating
Bernard L. Madoff's investment company.

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

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

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

                       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: SEC Lawyer's Role Questioned by Lawmakers
-----------------------------------------------------------
Carla Main at Bloomberg News reports that U.S. House Republicans
asked the Securities and Exchange Commission Chairman Mary
Schapiro to disclose details of the participation of the agency's
chief lawyer in the investigation of Bernard Madoff's Ponzi
scheme.

According to the report, the SEC said that the agency's departing
general counsel, David M. Becker, didn't recuse himself from the
Madoff probe after he and his brothers inherited about $2 million
in 2004 from their mother's investment with the jailed financier.
Mr. Becker said Feb. 23 that he learned through a summons last
week that he and his two brothers were sued in bankruptcy court in
New York by Irving H. Picard, the trustee liquidating Madoff's
firm, who seeks to recover $1.5 million of the inheritance as a
"fictitious" gain.

The Bloomberg report relates that Mr. Becker sought an opinion
from the SEC's ethics office "shortly after his return to the
agency in 2009" about the family Madoff account, John Nester, an
SEC spokesman, said in a statement.  The ethics office told Becker
he didn't need to disqualify himself from "participation in
certain Madoffrelated matters," Nester said.

House Financial Services Chairman Spencer Bachus and three senior
members of his panel sent Ms. Schapiro a letter Feb. 24 requesting
information on any meetings between Becker and Madoff, as well as
whether he prepared "any legal memoranda, or provided counsel to
any SEC employees about any matters" involving Madoff's firm.  The
lawmakers also asked for information and documentation about Mr.
Becker's involvement in the Madoff case.

The lawmakers requested a response by March 4, according to
Bloomberg News.

                      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.


BIOLASE TECHNOLOGY: To Release Q4 Results on March 10
-----------------------------------------------------
BIOLASE Technology, Inc., announced unaudited 2010 fourth quarter
net income of $0.01 per share and non-GAAP net income of $0.03 per
share which excludes non-cash stock option expense, depreciation
and amortization expense and interest expense.  This rapid
turnaround resulted from a sequential revenue increase to $9.7
million for the fourth quarter with a gross profit of 50% and
tight expense controls instituted by the new management team.

The Company will host a conference call on Thursday, March 10, at
11:00 a.m. Eastern Time to discuss its operating results for the
fourth quarter and year ended Dec. 31, 2010, additional financial
and strategic developments and to provide commentary and revised
outlook for the remainder of 2011.

The Company's full financial results release will be distributed
at approximately 9:00 a.m. Eastern Time that same day.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company's balance sheet at Sept. 30, 2010, showed
$19.49 million in total assets, $23.04 million in total
liabilities, and a stockholders' deficit of $3.54 million.

As reported in the Troubled Company Reporter on March 22, 2010,
BDO Seidman, LLP, in Costa Mesa, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has had
declining revenues, has limited financial resources at
Dec. 31, 2009, and is substantially dependent upon its primary
distributor for future purchases of the Company's products.


BLOCKBUSTER INC: Opposes Gibbs Plea to Continue Prepetition Suit
----------------------------------------------------------------
Blockbuster responded to the request of William J. Gibbs for
lifting of the automatic stay to determine the extent of available
insurance coverage and to liquidate his claim based on a
prepetition judgment.

By his Lift Stay Motion, William J. Gibbs seeks relief from the
automatic stay to proceed with the prosecution of his prepetition
action against Blockbuster Inc., which is currently pending in the
Circuit Court for the City of St. Louis in the state of Missouri,
Case No. 0622-CC06785, Stephen Karotkin, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells Judge Burton Lifland on behalf of
the Debtors.

The request should be denied because the continued prosecution of
the Action against Blockbuster will adversely affect the Debtors'
bankruptcy estates, Mr. Karotkin contends.  He argues that if Mr.
Gibbs continues to prosecute the Action, any settlement with or
judgment against Blockbuster would be covered by the Debtors'
general liability insurance program in effect at the time
Mr. Gibbs allegedly sustained the harm underlying the Action,
which program was assumed in these cases.

However, Mr. Karotkin explains, under the terms of the policy,
the Debtors are responsible for a self-insured retention for
$1,000,000, before proceeds from the insurance policy would be
disbursed.

Mr. Karotkin further contends that Mr. Gibbs has failed to allege
any facts sufficient to meet the burden of establishing cause for
relief from the automatic stay pursuant to Section 365(d)(1) of
the Bankruptcy Code.  In fact, Mr. Karotkin continues, the balance
of harms weigh in favor of denying the request.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Prentice Capital Equity Stake Down to 0%
---------------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission on Feb. 14, 2011, Prentice Capital Management LP and
Michael Zimmerman disclosed that they beneficially own zero shares
of Blockbuster Inc.'s Class A Common Stock.

Prentice Capital Management serves as investment manager to a
number of investment funds, including Prentice Capital Partners,
LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore,
Ltd., Prentice Special Opportunities, LP, Prentice Special
Opportunities Offshore, Ltd., and Prentice Special Opportunities
Master, L.P., and manages investments for certain entities in
managed accounts with respect to which it has voting and
dispositive authority over the Shares reported in the Schedule.

Mr. Zimmerman is the Managing Member of:

  (a) Prentice Management GP, LLC, the general partner of
      Prentice Capital Management;

  (b) Prentice Capital GP, LLC, the general partner of certain
      investment funds; and

  (c) Prentice Capital GP II, LLC, the general partner of
      Prentice Capital GP II, LP, which is the general partner
      of certain investment funds, with respect to the matters
      covered by the Schedule and the Shares previously held by
      certain investment funds and managed accounts.

Prentice Capital Management and Mr. Zimmerman revealed that as of
Feb. 14, 2011, they have ceased to be the beneficial owner of
more than 5% of Blockbuster's common stock.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Wellington Equity Stake Down to 0%
---------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission on Feb. 14, 2011, Wellington Management Company, LLP,
disclosed that it beneficially owns zero shares of Blockbuster
Inc.'s Class A Common Stock.

Robert J. Toner, vice president at Welllington Management,
revealed that as of February 14, 2011, the company has ceased to
be the beneficial owner of more than 5% of Blockbuster's common
stock.

                     About Blockbuster Inc.

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

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

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

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

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

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

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

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

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


BLUE HERON: To Shut Down; Judge to Decide on Severance's Fate
-------------------------------------------------------------
Bobby Allyn at The Oregonian reports that Blue Heron Paper Co. all
operations would end shortly, citing competition from China for
recycled paper, which has increased the cost of materials, as a
major factor in the shutdown.

According to the report, a federal bankruptcy court will decide on
whether employees of the Company will receive severance and short
term health insurance.

The Oregonian notes that notes if the bankruptcy judge allows
Wells Fargo, the mill's principal lender, to continue the
company's current Chapter 11 reorganization status, workers may be
able to recoup severance, vacation pay and temporary health
insurance under the federally-subsidized Cobra program, according
to Greg Hartman, the union's attorney.  But if the judge rules to
place the company in Chapter 7 bankruptcy, all severance,
insurance and benefits will fold with the Company.

                         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.


BORDERS GROUP: Creditors Panel Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------------
National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

                        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 AP Services as Crisis Managers
------------------------------------------------------
Borders Group Inc. and its units seek the U.S. Bankruptcy Court's
authority to:

  (a) employ AP Services LLC nunc pro tunc to the Petition Date
      to provide them interim management and restructuring
      services pursuant to Section 363 of the Bankruptcy Code;
      and

  (b) designate Ken Hiltz of AlixPartners LLP and as associated
      with APS as their senior vice president for restructuring.

The parties have entered into an engagement letter where APS has
agreed that Ken Hiltz will serve as the Debtors' SVPR.  Lisa
Donahue will act as Supervising Partner.  Working collaboratively
with the Debtors' senior management team and board of directors,
as well as the Debtors' other professionals, Mr. Hiltz and Ms.
Donahue will assist the Debtors in evaluating and implementing
strategic and tactical options through the restructuring process.
APS has also agreed to provide certain temporary staff to assist
Mr. Hiltz and the Debtors in their restructuring efforts.

As restructuring advisors, the Debtors expect Mr. Hiltz and the
Temporary Staff to, among other things:

  (a) assist management in the development and implementation
      of a restructuring strategy designed to maximize
      enterprise value, taking into account the unique
      interests of all constituencies;

  (b) work with them and their team to further identify and
      implement both short-term and long-term liquidity
      generating initiatives, including forecasting and
      reporting cash flow performance during a potential chapter
      11;

  (c) assist in overseeing the implementation of an operational
      restructuring plan that is designed to streamline the
      Debtors' cost base and efficiency of operations while
      preserving the Debtors' customer base, and that
      incorporates the constraints and opportunities resulting
      from a potential chapter 11 filing;

  (d) assist them in evaluating and implementing a store closing
      program under a chapter 11 bankruptcy filing scenario,
      together with other Debtor professionals;

  (e) assist them in implementing an improved inventory
      management program, given the constraints and
      opportunities resulting from a potential chapter 11
      filing;

  (f) assist the Debtors' management and its professionals
      specifically assigned to sourcing, negotiating and
      implementing any financing, including debtor-in-possession
      and exit financing facilities, in conjunction with the
      Plan of Reorganization and the overall restructuring;

  (g) assist with the preparation of the statement of affairs,
      schedules and other regular reports required by the
      Bankruptcy Court;

  (h) provide assistance in such areas as testimony before the
      Bankruptcy Court on matters that are within APS' areas
      of expertise;

  (i) manage the claims and claims reconciliation processes; and

  (j) assist with other matters as may be requested that fall
      within APS's expertise and that are mutually agreeable.

The Engagement Letter contains standard indemnification language
with respect to APS's services.

The standard hourly rates charged by APS professionals
anticipated to be assigned to the Debtors' cases are:

Name              Description               Hourly Rate
----              -----------               -----------
Ken Hiltz         Sr. VP-Restructuring           $855

Lisa Donahue      Supervising Partner            $895

Holly Etlin       GOB Sales                      $855

Pilar Tarry       Ch.11 Admin. Lead              $645

Eva Anderson      SG&A Cost Reduction            $695

Ojas Shah         Weekly Cash/Business           $560
                   Planning Model Lead

Clayton Gring     Ch.11 Admin. Lead              $560

Keith Jelinek     Revenue and Merchandise        $695
                   Performance Improvement

Adam Hollerbach   Revenue and Merchandise        $440
                   Performance Improvement

Robby Spigner     Financial Analysis Support     $395

Todd Brents       Bankruptcy Process and         $790
                   Operational Support Roles

Tom Studebaker    Bankruptcy Process and         $560
                   Operational Support Roles

Jarod Clarrey     Bankruptcy Process and         $415
                   Operational Support Roles

Jeff Webb         Bankruptcy Process and         $600
                   Operational Support Roles

Jonathan O'Reilly Bankruptcy Process and         $490
                   Operational Support Roles

The Debtors also propose to reimburse APS, upon receipt of
periodic billings, for all reasonable and necessary expenses
incurred in connection with their Chapter 11 cases, including
transportation costs, lodging, food, telephone, copying, and
messenger services.

Moreover, the Debtors and APS have agreed on success fee
compensation based on certain metrics.  The Debtors will pay a
Success Fee:

  (i) If the Debtors file a plan of reorganization which is
      confirmed and the Debtors emerge from bankruptcy within
      six months of filing for bankruptcy, APS will be paid a
      Success Fee for $2 million.

(ii) If the Debtors file a plan of reorganization which is
      confirmed and the Debtors emerge from bankruptcy within 12
      months of filing for bankruptcy, APS will be paid a
      Success Fee for $1 million.

Because APS is not being employed as a professional under Section
327 of the Bankruptcy Code, it will not submit quarterly fee
applications pursuant to Sections 330 and 331 of the Bankruptcy
Code.  APS will, however, file with the Court, and provide notice
to the United States Trustee and all official committees, reports
of compensation earned and expenses incurred on at least a
quarterly basis.

APS received an initial retainer of $350,000 on Feb. 11, 2011,
from the Debtors.  Pursuant to the Engagement Letter, invoiced
amounts have been recouped against the Retainer, and payments on
the invoices have been used to replenish the Retainer.  During the
90-day period before the Petition Date, the Debtors paid APS a
total of $490,000 for fees incurred in providing services to the
Debtors in contemplation of, and in connection with, prepetition
restructuring activities.

Mr. Hiltz assures the Court that APS (i) is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, (ii) does not hold or represent an interest adverse to the
Debtors' estates, and (iii) has no connection to the Debtors,
their creditors, or their related parties.

Mr. Hiltz disclosed his firm's connections to certain potential
parties-in-interest -- which include ACE American Insurance
Company, Akin Gump Straus Hauer & Feld, AT&T, Bank of New York
Mellon, CB Richard Ellis, CIT Bank, Comerica Bank, Deloitte Tax
LLP, Ernst & Young, FTI Consulting, General Growth Properties
Inc., Google Inc., Grant Thornton, JPMorgan Chase Bank NA,
Smurfit Stone Container, Sony Music Entertainment, Suntrust Bank,
UBS AG, U.S. Bank N.A., Verizon Communications, Zurich, among
others -- but maintained that those connections are in matters
not related to the Debtors' Chapter 11 cases.

                       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 Baker & McKenzie as Corporate Counsel
-------------------------------------------------------------
Borders Group Inc. and its units seek the Court's permission to
employ Baker & McKenzie LLP as their special corporate counsel,
nunc pro tunc to the Petition Date.

As the Debtors' special counsel, Baker & McKenzie will represent
and advise the Debtors in connection with, among other things,
securities laws, corporate governance and equity and debt
financing matters as sought by the Debtors.  Baker & McKenzie has
represented the Debtors in relation to the "Representative
Matters" for more than 10 years.  Borders Chief Financial Officer
Scott Henry notes that based on Baker & McKenzie's experience
with the Debtors and ongoing familiarity with the Representative
Matters, continued retention of Baker is essential to avoid
duplicate and unnecessary expense.

The Debtors will pay Baker & McKenzie professionals in accordance
with the firm's customary hourly rates:

      Title                           Rate per Hour
      -----                           -------------
      U.S. Partners                  $500 to $1,000
      U.S. Of Counsel                  $400 to $700
      U.S. Associates                  $295 to $540
      U.S. Trainees/Paralegals         $100 to $250

Baker & McKenzie's current hourly rates for associates and
partners outside the United States, depending on the
jurisdiction, vary from $200 to $1,200.

The Debtors will also reimburse McKenzie for the necessary
expenses incurred by the firm.

Craig A. Roeder, Esq., a partner at Baker & McKenzie --
Craig.Roeder@bakermckenzie.com -- relates that during the 90 day-
period before the Petition Date, his firm received $344,831 from
the Debtors for services rendered and expenses incurred.  As of
the Petition Date, Baker & McKenzie had unpaid invoices to the
Debtors for legal services totaling $106,159.  Baker also holds a
retainer from the Debtors of $175,878,000, which it will apply to
amounts owed to Baker & McKenzie, he adds.

Mr. Roeder says to the extent his firm has represented or may
represent certain parties, the firm will have no professional
relationship with the Debtors' known secured creditors,
significant unsecured creditors or the Debtors' vendors,
counterparties to contracts, insurers, equity security holders,
or the officers, directors and control persons of the Debtors or
other known significant parties-in-interest.  He assures the
Court that Baker does not and will not represent any of these
entities in connection with the Representative Matters, a list of
which is available for free at:

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

Mr. Roeder maintains that Baker & McKenzie is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                       About Borders Group

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

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

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

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

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

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

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


BORDERS GROUP: Proposes Jefferies as Investment Banker
------------------------------------------------------
Borders Group Inc. and its units seek the Court's permission to
employ Jefferies & Company, Inc., as their investment banker nunc
pro tunc to the Petition Date.

As investment banker, Jeffries is contemplated to provide
investment banking advisory and financial advisory services to
the Debtors:

(A) Investment banking and advisory services.  The firm will
    provide advice and assistance to the Debtors in connection
    with analyzing, structuring, negotiating and effecting, and
    acting as exclusive financial advisor to the Debtors in
    connection with any restructuring of the Debtors'
    outstanding indebtedness, any liquidation under Chapter 7 or
    Chapter 11 of the Bankruptcy Code, or any execution of an
    agreement on a sale of the Debtors' assets or equity.

(B) Financial advisory services.  The firm will:

    (1) familiarize itself with and analyze the business,
        operations, properties, financial condition and
        prospects of the Debtors;

    (2) advise the Debtors on the current state of the
        "restructuring market;"

    (3) assist and advise the Debtors in developing the terms of
        and a general strategy for accomplishing a
        Restructuring;

    (4) assist and advise the Debtors in implementing and
        negotiating a Restructuring, including soliciting,
        reviewing and analyzing proposals for debtor-in-
        possession and exit financing as appropriate;

    (5) assist and advise the Debtors in evaluating and
        analyzing a Restructuring, including the value of the
        securities or debt instruments, if any, that may be
        issued in any restructuring;

    (6) advise the Debtors with respect to the placement of any
        debt securities of the Debtors, and at the Debtors'
        request, meet with management, the board, creditor
        groups or other parties-in-interest and provide those
        parties with information subject to appropriate
        confidentiality arrangements and assist in the
        preparation;

    (7) participate in hearings before the Court; and

    (8) render other financial advisory services as may from
        time to time be agreed upon by the Debtors and
        Jefferies.

The Debtors will pay Jefferies in accordance with this fee
structure:

  * Monthly Fee.  A monthly advisory fee equal to $200,000 per
    month.  Each Monthly Fee will be due on the first business
    day of each month for the term of the Jefferies Agreement.
    50% of the Monthly Fees exceeding $1.2 million actually paid
    to Jefferies will be creditable once against any
    Restructuring Fee, but not the Liquidation Fee, if
    applicable, due to Jefferies.

  * Restructuring Fee.  Upon the consummation of a Restructuring
    or similar transaction, a restructuring fee in an amount
    equal to $5.5 million; provided that in the event that a
    Restructuring is a liquidation of all or substantially all
    of the Debtors' assets, other than as a going concern and
    with respect to which the Company ceases operations, under
    Chapter 7 or Chapter 11 of the Bankruptcy Code, the
    Restructuring Fee will be $1.5 million.  To be clear, no
    Liquidation Fee will be due as a result of a sale conducted
    and consummated by a Chapter 7 trustee.

  * Debt Securities Fee.  Promptly upon the purchase or
    placement of Debt Securities with a party who is not a
    creditor or controlling shareholder of the Debtors as of the
    date hereof, a fee equal to 3.0% of the greater of the
    aggregate gross proceeds received or to be received from the
    sale of Debt Securities or the aggregate principal amount of
    Debt Securities, including, without limitation, aggregate
    amounts committed by investors to purchase Debt Securities,
    it being understood that Jefferies will receive 100% of that
    Debt Securities Fee.

The Debtors will also reimburse necessary and reasonable expenses
Jefferies incur, provided that those reimbursable expenses will
not exceed $300,000 without the Debtors' prior approval.

Richard K. Glein, senior vice president of Jefferies & Company,
Inc., relates that before the Petition Date, Jefferies received
$250,000 in fees and $15,000 as an expense deposit from the
Debtors for prepetition services rendered and expenses incurred.
Jefferies will hold any amounts received prepetition in excess of
fees and expenses that accrued prepetition, if any, and apply
those excess amounts toward fees and expenses that accrue
postpetition.

Mr. Glein discloses that Jefferies:

  (a) currently represents or formerly represented parties in
      matters unrelated to the Debtors' Chapter 11 cases, a
      schedule of which is available for free at:

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

  (b) either made a market in or published research on the
      securities of the entities, a schedule of which is
      available for free at:


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

Mr. Glein notes that certain affiliates of Jefferies serve as
managers for a number of investment vehicles.  Jefferies
employees working in connection with the Debtors' Chapter 11
cases have no control over investment decisions or business
decisions made for the Managed Funds, he clarifies.  Jefferies
also has a debt securities and bank loan trading affiliate,
Jefferies High Yield Trading, LLC.  However, JHYT is a legally
separate entity and is separated from Jefferies' investment
banking department and its managing directors and employees
advising the Debtors, by an "informational barrier," he explains.

Mr. Glein also discloses that Jefferies or an affiliate holds
about 3,000 shares of one or more of the Debtors' equity.
Jefferies has made a good faith effort to sell or otherwise
dispose of the Equity but has been unable to do so, he reveals.
While Jefferies believes that its holdings do not cause it to be
not disinterested for purposes of the Debtors' Chapter 11 cases,
in order to avoid any appearance of not being disinterested,
Jefferies, on behalf of itself and its affiliates, is forever and
irrevocably disclaiming any interest in the Equity and is forever
and irrevocably waiving any rights to any distribution to which
the Equity is or may be entitled, Mr. Glein avers.

Jefferies previously advised Bennett S. LeBow and LeBow Gamma
Limited Partnership on an equity investment with the Debtors in
2010.  Jefferies has not advised, is not advising, and will not
advise Mr. LeBow or LeBow Ganuna Limited Partnership in
connection with the Debtors' Chapter 11 cases, Mr. Glein assures
the Court.

Despite those disclosures, Mr. Glein maintains that Jefferies is
a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                       About Borders Group

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Employ Ordinary Course Professionals
---------------------------------------------------------------
In the ordinary course of business, Borders Group Inc. and its
units retain the services of several professionals, a schedule of
which is available for free at:

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

The continuing employment of the Ordinary Course Professionals,
many of whom are already familiar with the Debtors' business and
financial affairs, is crucial to avoid disruption of the Debtors'
normal business operations, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, tells the Court.

By this motion, the Debtors seek the Court's permission to employ
the OCPs subject to certain procedures set forth in the ordinary
course, nunc pro tunc to the Petition Date.

The Debtors propose these procedures to govern the retention of
the OCPs:

  (1) Within 30 days of the later of (i) the entry of an
      order granting the OCP Motion, or (ii) the date on which
      the OCP commences services for the Debtors, each OCP will
      provide to the Debtors' counsel: (a) a declaration
      certifying that the professional does not represent or
      hold any interest materially adverse to the Debtors or
      their estates with respect to the matter in which the
      professional is to be employed; and (b) a completed
      retention questionnaire.

  (2) The Debtors will subsequently file the Ordinary Course
      Professional Declaration and Retention Questionnaire with
      the Court and serve a copy upon: (i) the U.S. Trustee for
      Region 2 and counsel for any statutory committee of
      unsecured creditors appointed in the Debtors' Chapter 11
      cases.  The Reviewing Parties will have 15 days following
      service to notify the Debtors, the other Reviewing Party,
      and the relevant OCP, in writing, of any objection to the
      retention of that OCP based on the contents of the
      Ordinary Course Professional Declaration or Retention
      Questionnaire.  If no timely objection is filed, the
      retention, employment, and compensation of that OCP will
      be deemed approved, without further order from the Court,
      nunc pro tunc to the Petition Date or the date the OCP is
      retained, as applicable.  If an objection is filed and
      that objection cannot be resolved 21 days, the matter will
      be set for a hearing before the Court.

  (3) The Debtors propose that they be permitted to pay each
      OCP, without a prior application to the Court by that
      professional, 100% of postpetition fees and disbursements
      incurred, upon the submission to, and approval by, the
      Debtors of an appropriate invoice setting forth in
      reasonable detail the nature of the services rendered and
      disbursements actually incurred.  If any amount owed for
      an OCP's postpetition fees and disbursements exceeds a
      total of $40,000 per month, then the full amount of
      payments to the professional for that month will be
      subject to prior Court approval.

  (4) The Debtors propose to cap payments to each OCP at
      $300,000 for the entire period in which these Chapter 11
      cases are pending, subject to further order of the Court.
      In the event an OCP seeks more than $40,000 per month,
      that professional will be required to file a fee
      application for the full amount of its fees and expenses
      for that month in accordance with Sections 330 and 331 of
      the Bankruptcy Code, the Federal Rules of Bankruptcy
      Procedure, the Local Bankruptcy Rules for the Southern
      District of New York, the Fee Guidelines promulgated by
      the U.S. Trustee, and any applicable orders of the Court.
      The Debtors reserve the right to seek to amend the monthly
      compensation upon notice and hearing.  In the event an OCP
      seeks more than $300,000 for the entire period in which
      these Chapter 11 cases are pending, that OCP will be
      required to file a retention application to be retained as
      a professional pursuant to Section 327 of the Bankruptcy
      Code.

  (5) Every 90 days commencing from the date of entry of the
      order on the OCP Motion, the Debtors will file a statement
      with the Court, and serve that statement on the Reviewing
      Parties, which statement will include these details for
      each OCP: (a) the name of the OCP, (b) for each month
      during the relevant period, the amounts paid as
      compensation for services rendered and as reimbursement of
      expenses incurred, and (c) the aggregate amount paid to
      date to the OCP for services rendered and expenses
      incurred.

The Debtors reserve the right to retain additional OCPs during
the pendency of their Chapter 11 cases and to otherwise
supplement the list of OCPs from time to time as necessary.

Mr. Friedman asserts that the relief sought in the OCP Motion
will save the Debtors' estates the substantial expenses
associated with separate employment and fee applications
for each of the professional firms.

                       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)


BROOKSHIRE PLACE: Case Summary & 51 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brookshire Place, LLC
        aka Drexel 8, LLC
        aka A & R Auto Sales, LLC
        aka R and A Properties, LLC
        aka Kirk 12, LLC
        aka Fast Cash Fast Close Home Buyers, LLC
        aka Copper 12, LLC
        aka Sooner 12, LLC
        aka Seventeen Southwest, LLC
        2545 S.W. 59th St.
        Oklahoma City, OK 73119

Bankruptcy Case No.: 11-10717

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: Ruston C. Welch, Esq.
                  WELCH LAW FIRM P.C.
                  722 N Broadway Ave Ste 301
                  Oklahoma City, OK 73102-6025
                  Tel: (405) 236-5222
                  Fax: (405) 231-5222
                  E-mail: rwelch@welchlawpc.com

Scheduled Assets: $5,151,707

Scheduled Debts: $3,193,439

A list of the Company's 51 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb11-10717.pdf

The petition was signed by Stacy A. Murry, manager/member.


CAESARS ENTERTAINMENT: Units Seek $400-Mil. Loan for Octavius
-------------------------------------------------------------
Caesars Entertainment Corporation announced that certain of its
direct and indirect wholly-owned subsidiaries are seeking
financing for the completion of the Octavius Tower at Caesars'
Palace Las Vegas and the development of a retail, dining and
entertainment corridor located between the Imperial Palace Hotel
and Casino and the Flamingo Las Vegas on the Las Vegas strip.  The
financing is expected to consist of a $400 million senior secured
term facility with a six-year maturity, which will be secured by
all material assets of the Borrowers.  The proceeds of the Term
Facility will be used by the Borrowers to finance the Development
and to pay fees and expenses incurred in connection with the Term
Facility and the transactions related thereto.

In connection with the Development and the Term Facility, the
Company will contribute or cause to be contributed the existing
Octavius Tower and related assets to one of the Borrowers and the
existing O'Shea casino (adjacent to the Flamingo Las Vegas) and
related real property and other assets comprising the components
of Project Linq to one of the Borrowers.  Upon completion of
Project Octavius, one of the Borrowers will lease the Octavius
Tower to a wholly-owned subsidiary of CEOC.  Upon completion of
the Project Linq, one of the Borrowers will lease the gaming space
in Project Linq to a wholly-owned subsidiary of CEOC.  The total
lease payments are expected to be $50 million annually once the
Development is open.  CEOC is expected to guarantee the
obligations of the lessees under the Project Octavius and Project
Linq leases.

From time to time on and after the closing of the Term Facility,
the Company may be required to make cash contributions to the
Borrowers to fund certain portions of the Development.  As a
condition to obtaining the Term Facility, the Company will be
required to provide a completion guarantee with respect to the
Development, which will guarantee completion of the construction
of the Development, availability of contemplated working capital
and receipt of material permits and licenses necessary to open and
operate the Development.  The maximum liability of the Company
under the completion guarantee is expected to be $25 million in
respect of Project Octavius and $75 million in respect of Project
Linq.  In addition, the Company will be required to guarantee all
payments of interest under the Term Facility until the later of
the commencement of operations of the Octavius Tower and Project
Linq and to guarantee the performance of the Borrowers of the
first lien leverage ratio maintenance covenant by making cash
equity contributions to the Borrowers from time to time pursuant
to the terms of the Term Facility.  The maximum liability of the
Company under the performance guarantee is expected to be $50
million.  Except in the limited circumstances described above,
neither the Company nor CEOC will have any direct obligations
under the Term Facility, and the Term Facility will not be
recourse to the Company or CEOC.  Obtaining the proposed Term
Facility is subject to market and other conditions, and may not
occur as described or at all.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

Caesars Entertainment Inc. carries a 'Ca' long term rating from
Moody's.


CANAL CORP: Court Sets March 22 as Deadline for Voting on Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
approved the accompanying disclosure statement to Canal
Corporation, et al.'s second amended joint plan of liquidation.

A hearing will be held on March 29, 2011, at 11:00 a.m.
(prevailing Eastern Time), to consider confirmation of the second
amended plan.

The Court has set March 22, 2011, as the deadline for casting of
ballots approving or rejecting the plan.

As reported by the TCR on Jan. 12, 2011, Netdockets reported that
Canal Corp. filed a proposed plan of liquidation and accompanying
disclosure statement with the Court on Jan. 7, 2011.  According to
Netdockets, the proposed plan covered all of the Canal/Chesapeake
companies that are included in the jointly-administered bankruptcy
cases, except WTM I Company.  The plan proposed that the Plan
Debtors retain their remaining assets and then complete the
liquidation of their assets in order to make distributions under
the plan to creditors, Netdockets reported.  According to the
disclosure statement filed with the Plan, the Plan Debtors have no
secured or non-tax priority claims outstanding, but do have
$200 million in outstanding general unsecured claims, $50 million
in outstanding revenue bond claims, and $250 million in
outstanding subordinated note claims.  Canal projected that
holders of revenue bond claims would receive payments equal to
approximately 2.28% of their claims under the plan; holders of
general unsecured claims would receive payments of only 0.38% of
their claims; and holders of subordinated note claims would likely
receive nothing, Netdockets added.

The Debtors first amended that plan on Feb. 11, 2011.

On Feb. 15, 2011, the Debtors filed the second amendment to their
joint plan of liquidation and the accompanying disclosure
statement.  A copy of the plan is available for free at:

          http://bankrupt.com/misc/CanalCorp_2ndDS.pdf

The Debtors' second amended plan states that administrative claims
will be paid equal to the unpaid portion of the claims, in cash;
professionals entitled to reimbursement or allowance of fees and
expenses from the estates will be paid, in cash, in the amount
awarded to the professionals by final court order; and priority
tax claims will be paid in full, in cash.

Under the second amended plan, intercompany claims will be deemed
eliminated.  All assets and liabilities of the Plan Debtors will
be merged or treated as if they were merged with the assets and
liabilities of Canal Corporation. Any obligation of a Plan Debtor
and all guarantees thereof by one or more of the other Plan
Debtors will be deemed to be one obligation of Canal Corporation.
The interests will be cancelled.  Each claim filed or to be filed
against any Plan Debtor will be deemed filed only against the
consolidated Canal Corporation and will be deemed a single Claim
against and a single obligation of the consolidated Canal
Corporation.  On the Effective Date, claims based upon guarantees
of collection, payment, or performance made by the Plan Debtors as
to the obligations of another Plan Debtor will be released and of
no further force and effect.

On the Effective Date, the officers and directors of each of the
Plan Debtors will be deemed to have resigned and will be fully
discharged from their responsibilities and duties as officers,
managers and directors of the Plan Debtors.  A plan administrator
will be appointed and will act for the Plan Debtors and the
Estates in a fiduciary capacity as applicable to directors,
managers and officers.  Organizational documents of each of the
Plan Debtors will be deemed amended, to the extent necessary, to
require only one director or manager, as applicable, and only one
officer, the Plan Administrator.

The IRS will receive distributions on the IRS settlement claim.
The IRS Settlement Claim entitles the IRS to receive an amount
equal to 50% of all amounts available to be distributed under the
second amended plan to holders of allowed (i) Priority Tax Claims,
(ii) Priority Non-Tax Claims, and (iii) General Unsecured Claims.

                         About Canal Corp.

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

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

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

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


CANNERY CASINO: Moody's Gives Stable Outlook, Keeps 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Service changed Cannery Casino Resorts, LLC's
rating outlook to stable from negative.  The company's Caa1
Corporate Family and Probability of Default ratings were affirmed
along with the company's existing long-term debt ratings.

The outlook revision to stable reflects Moody's view that
Cannery's EBITDA will grow modestly in 2011 and that the company
will continue to use free cash flow to repay debt and improve
credit metrics.  The addition of table games in Pennsylvania that
began in July 2010 will add incremental EBITDA to Cannery's
consolidated results in 2011.  Revenue and EBITDA from the
Pennsylvania facility (The Meadows) accounts for about 60% of
Cannery's consolidated EBITDA and will be the primary catalyst
driving the expected improvement in free cash flow and leverage.

The stable outlook also reflects Cannery's good liquidity profile.
Moody's expects that Cannery will be able to cover its interest
and capital spending needs through internally generated cash flow
without reliance on its $70 million revolving credit facility
expiring 2012.  As a result, Cannery should continue to maintain
modest availability under its revolver.  Additionally, the company
has good headroom under its covenants.

Cannery's Caa1 Corporate Family Rating reflects its very high
leverage -- adjusted debt/EBITDA is about 8.5 times including a
portion of the company's preferred stock -- and continued exposure
to weak gaming demand trends in the Las Vegas Locals market.  The
EBITDA declines at Eastside Cannery and the company's two other
Las Vegas casinos have decelerated and Moody's expect EBITDA from
these properties to begin to grow modestly in 2011.  However,
Moody's expects any recovery to be slow given that the Las Vegas
Locals market continues to suffer to a greater degree than the
overall US economy from high unemployment and depressed home
values.

Ratings could be upgraded if Cannery begins to demonstrate a
further, material and sustainable improvement in earnings and
leverage, and successfully addresses the refinancing of its
revolving credit facility.  Ratings could be lowered if Cannery's
operating performance does not improve or if the company has
difficulty refinancing its $70 million revolver that expires in
2012.

Ratings affirmed and assessments adjusted:

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa1

  -- Senior secured first lien term loan due 2013 at B3 (LGD 3,
     38% from LGD 3, 41%)

  -- Senior secured first lien revolver maturing in 2012 at B3
     (LGD 3, 38% from LGD 3, 41%)

  -- Senior secured delayed draw term loan due 2013 at B3 (LGD 3,
     38% from LGD 3, 41%)

  -- Senior secured second lien term loan due 2014 at Caa3 (LGD 6,
     89% from LGD 6, 90%)

Cannery Casino Resorts, LLC is a privately held gaming company
that owns and operates one casino in Pennsylvania and three
casinos in Las Vegas, NV.  The company generates about
$490 million of annual net revenue.


CAPITOL BANCORP: Authorized Common Shares Hiked to 1.52 Billion
---------------------------------------------------------------
Capitol Bancorp Limited announced the results of its special
meeting of shareholders held on Wednesday, Feb. 23, 2011.  Nearly
80% of Capitol's outstanding shares voted on the proposals, with
more than 90% voting in favor of the proposal to approve an
increase in the number of authorized shares of capital stock from
70,000,000 to 1,520,000,000 (1,500,000,000 of which are shares of
common stock).  Additionally, of those shares represented at the
meeting, more than 90% voted for both the amendment to Capitol's
articles of incorporation to effect a reverse stock split and the
proposal to permit Capitol's board of directors to adjourn,
postpone or continue the special meeting.

                    About Capitol Bancorp Limited

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

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

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

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

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


CAPMARK FINANCIAL: Seeks OK to Sell Loan Assets for US$74.1 Mil.
----------------------------------------------------------------
Capmark Financial Group filed with the U.S. Bankruptcy Court a
motion for an order authorizing: (I) the transfer of substantially
all non-loan assets in its New Markets Tax Credit business
platform to newly-formed, special purpose Delaware limited
liability companies Greenline Investments LLC, and Greenline
Community Ventures LLC, (II) the sale of substantially all loan
assets in the New Markets Tax Credit business to U.S. Bancorp
Community Development Corporation and U.S. Bancorp Community
Investment Corporation, for a cash payment of approximately $74.1
million at closing, and (III) the settlement of claims arising
from and related to Debtors' New Markets Tax Credit business.

According to the filing, the net present value of selling the
assets in this manner is $354.52 million, whereas the net present
value of holding the assets and incurring the negative financial
reinvestment obligations is $349.34 million.

The Court scheduled a hearing on the matter for March 14, 2011.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash.  Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CARBON BEACH: Hearing on DIP Financing Continues to March 10
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue on March 10, 2011, at 9:00 a.m., the hearing on
Carbon Beach Partners, LLC's request to incur up to $3.50 million
of postpetition financing.

As reported by the Troubled Company Reporter on Sept. 30, 2010,
the Debtor sought financing to complete construction of its
primary asset.  The Debtor owns an eight-unit luxury condominium
located in Malibu, California.  The project is only 95% completed
because Builders Bank and the Debtor were unable to come to terms
on a restructuring of the bank debt.  As adequate protection for
any diminution in value of the lenders' collateral, the Debtors
will grant the new lender a lien on the property of the estate,
senior to all existing prepetition liens.

The Debtor needs the money to fund the completion of the property
so all the creditors could be paid.  The terms of the loan
include:

     Amount:                      up to $3,500,000
     Maturity Date:               18 months
     Late Fee Interest            3%
     Default Interest             5%

Calabasas, California-based Carbon Beach Partners, LLC, filed for
Chapter 11 protection on Nov. 3, 2009 (Bankr. C.D. Calif. Case
No. 09-24657).  Anne Wells, Esq., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


CB HOLDING: Seeks to Sell Liquor License for $725,000
-----------------------------------------------------
Carla Main at Bloomberg News reports that CB Holding Corp. and its
affiliates, known as the Charlie Brown's Steakhouse restaurants,
asked a bankruptcy judge to approve the sale of a liquor license
for $725,000 without an auction.

According to the report, CB Holding agreed Feb. 18 to sell the
license, for the former Charlie Brown's Steakhouse in Upper
Montclair, New Jersey, to Montclair Hospitality LLC. CB Holding
asked the U.S. Bankruptcy Court in Wilmington, Delaware, to
approve the sale free and clear of all liens and other interests
against it.  A hearing is scheduled for April 11.

                         About CB Holding

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

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

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

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

                           *     *     *

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


CELL THERAPEUTICS: To Sell $25-Mil. of Securities to Investor
-------------------------------------------------------------
Cell Therapeutics, Inc., announced that it has entered into a
securities purchase agreement to sell, subject to certain closing
conditions, securities in a registered offering to a single life
sciences institutional investor.  The Company may use a portion of
the net proceeds to fund possible investments in, or acquisitions
of, complementary businesses, technologies or products.  The
Company has recently engaged in limited discussions with third
parties regarding those investments or acquisitions, but has no
current agreements or commitments with respect to any investment
or acquisition.  The Company may also use a portion of the net
proceeds from the offering for general corporate purposes, which
may include, among other things, paying interest on or retiring
portions of its outstanding debt, funding research and
development, preclinical and clinical trials, the preparation and
filing of new drug applications and general working capital.

Pursuant to the Purchase Agreement, the Company has agreed to sell
up to approximately $25.0 million of shares of its Series 10 Non-
Convertible Preferred Stock, warrants to purchase up to
approximately 25.9 million shares of common stock and an
additional investment right to purchase up to approximately
$25.0 million of shares of its Series 11 Convertible Preferred
Stock, in a registered offering to the Investor.

The shares of Series 10 Preferred Stock will accrue annual
dividends at the rate of 10% from the date of issuance, payable in
the form of additional shares of Series 10 Preferred Stock.  The
shares of Series 10 Preferred Stock are redeemable at the option
of the Company at any time after issuance, in whole or in part,
either in cash or by offset against recourse notes fully secured
with marketable securities, which may be issued by the Investor to
the Company in connection with the exercise of the Warrants and
the Additional Investment Right.

The Warrants have an exercise price of $0.337 per share of common
stock.  The Warrants are exercisable immediately and expire two
years from the date of the Purchase Agreement.  The exercise price
of the Warrants may be paid in cash or by the issuance of Notes.
The Warrants are subject to cancellation and mandatory exercise
under certain conditions, in whole or in part.  The total
potential additional proceeds to the Company upon exercise of the
Warrants for cash are approximately $8.7 million.

The Additional Investment Right has an exercise price of $1,000
per share of Series 11 Preferred Stock.  The Additional Investment
Right is exercisable immediately and must be exercised no later
than March 19, 2011.  The exercise price of the Additional
Investment Right may be paid in cash or through the issuance of
Notes.  The Additional Investment Right is subject to cancellation
under certain conditions, in whole or in part.  The total
potential additional proceeds to the Company upon exercise of the
Additional Investment Right for cash are approximately $25.0
million.

Each share of Series 11 Preferred Stock is convertible at the
option of the holder, at any time during its existence, into
approximately 2,967 shares of common stock at a conversion price
of $0.337 per share of common stock, for a total of approximately
74.1 million shares of common stock.

The closing of the issuance and sale of the Series 10 Preferred
Stock is expected to occur on the 10th trading day following the
date of the Purchase Agreement, subject to certain closing
conditions.  Additional details regarding the offering can be
found in the prospectus supplement relating to the offering to be
filed with the Securities and Exchange Commission on Feb. 18,
2011.

A shelf registration statement relating to the shares of Series 10
Preferred Stock, the Warrants, the Additional Investment Right and
the shares of Series 11 Preferred Stock issued in the offering has
been filed with the SEC. A prospectus supplement under Rule 424 of
the Securities Act of 1933, as amended, relating to the offering
will be filed with the SEC on Feb. 18, 2011.

                      About Cell Therapeutics

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

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

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


CENTRALIA OUTLETS: Can Hire Perkins Coie as Gen. Bankr. Counsel
---------------------------------------------------------------
Centralia Outlets, LLC, sought and obtained authorization from the
Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the Western
District of Washington to employ Perkins Coie LLP as general
bankruptcy counsel, effective as of Dec. 28, 2010.

Perkins Coie will, among other things:

     a. take all actions necessary to protect and preserve the
        Debtor's bankruptcy estate, including the prosecution of
        actions on the Debtor's behalf, the defense of any actions
        commenced against the Debtor, negotiations concerning all
        litigation in which the Debtor is involved, objections to
        claims filed against the Debtor in the bankruptcy case,
        and the compromise or settlement of claims;

     b. prepare applications, motions, memoranda, responses,
        complaints, answers, orders, notices, reports, and other
        papers required form the Debtor;

     c. negotiate with creditors concerning a plan of
        reorganization, prepare the plan of reorganization,
        disclosure statement and related documents, and take steps
        necessary to confirm and implement the plan, including, if
        needed, negotiations for financing the plan; and

     d. represent the Debtor in all other aspects of the case.

Perkins Coie will be paid based on the hourly rates of its
professionals:

        Brian A. Jennings              $480
        Al Smith                       $595
        Paralegals                   $110-$350
        Partners                     $405-$775
        Associates                   $170-$495

To the best of the Debtor's knowledge, Perkins Coie is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

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

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

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


CHARLES RIVER: Moody's Affirms 'Ba2' Corporate Family Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Charles River Laboratories International Inc., including the Ba2
Corporate Family Rating and 'Ba2' Probability of Default Rating.
Moody's also affirmed the 'Ba1' on the $900 million senior secured
credit facility, including the term loan A which was recently
increased to $550 million from $400 million.  Moody's expects the
incremental $150 million to be used to fund share repurchases.
Concurrently, Moody's affirmed the Speculative Grade Liquidity
rating of SGL-2, reflecting its expectations for good liquidity
over the next twelve months.  The outlook for the ratings is
stable.

Ratings affirmed/LGD point estimates revised:

  -- Corporate Family Rating, Ba2;

  -- Probability of Default Rating, Ba2;

  -- $350 million Senior Secured Revolver due 2015, Ba1 (LGD3,
     30%)

  -- $550 million Senior Secured Term Loan due 2015 (including
     incremental $150 million loan), Ba1 (LGD3, 30%)

  -- Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is stable.

                        Ratings Rationale

The affirmation of the 'Ba2' Corporate Family Rating reflects
Charles River's continued leading market positions in laboratory
research models and services and preclinical services, as well as
good geographic and customer diversity.  Pro forma for the
incremental debt which will be used to fund share repurchases, and
incorporating Moody's standard analytic adjustments, debt to
EBITDA increases to approximately 4.0 times (from 3.4 times
currently), which is weak for the Ba2 rating.  However, the
ratings are supported by Moody's expectation for continued strong
free cash flow and cash interest coverage.  Further, given
meaningful mandatory amortization on the term loan A, Moody's
expects that leverage will return to the mid-3.0 times range over
the next two years.  The ratings and stable outlook are also
supported by Moody's expectation for good liquidity over the next
year.

The ratings are constrained by Moody's expectation for continued
operating headwinds, particularly in the PCS business, including
constrained R&D spending by pharmaceutical clients, overcapacity
in the preclinical testing industry and pricing pressure.
Following several years of revenue reductions, the company's
absolute size is now modest relative to other Ba rated companies.
Further, following several large goodwill and asset impairments,
including nearly $400 million in 2010, as well as the aggressive
share buy-back program, debt to capital is now over 60%, up from
the 20-30% range historically.

The stable outlook reflects Moody's assumption that pricing and
demand in the PCS business will not show any further meaningful
deterioration from current levels.  If Charles River was to
continue to experience declines in revenue and operating income
such that leverage is expected to be sustained above 4.0 times
without meaningful improvement, Moody's could change the outlook
to negative or downgrade the ratings.  Further, any incremental
debt to fund additional shareholder initiatives, such as share
repurchases, could cause the ratings to come under pressure.
Moody's does not anticipate an upgrade in the near-term given the
ongoing pressures on the preclinical business as well as leverage
which is high for the rating category.  Longer-term, if the
company's preclinical business shows a significant rebound and
Moody's expects leverage to be sustained below 2.5 times, it could
change the outlook to positive or upgrade the ratings.

Charles River (NYSE: CRL), headquartered in Wilmington, MA, is a
contract research organization that provides research tools and
services for drug discovery and development.  The company's
revenues are roughly 60% from the Research Models and Services
business, which involves the commercial production and sale of
research models (e.g., rats and mice); and 40% from the
Preclinical Services business, which involves the development and
safety testing of drug candidates.  The company reported revenues
of approximately $1.1 billion for the twelve months ended
December 25, 2010.


CHARLES RIVER: S&P Assigns Rating to New $150 Mil. Senior Notes
---------------------------------------------------------------
On Feb. 24, 2011, Standard & Poor's Ratings Services assigned its
'BBB-' issue-level rating to Wilmington, Mass.-based Charles River
Laboratories International Inc.'s new $150 million senior secured
term loan due 2015.  Proceeds from the new term loan will be used
to help fund the balance of Charles River's $750 million share
repurchase program announced in 2010.  The ratings on Charles
River continue to reflect the company's leading positions in the
research  model and preclinical trial services markets, internally
generated cash in excess of the company's needs, and management's
demonstrated willingness to operate with an intermediate financial
risk profile over the long term.  The company's relatively narrow
focus and the current uncertainty in pharmaceutical R&D spending
patterns -- especially in the pre-clinical space, where Charles
River mainly operates -- temper those strengths.

Charles River's revenues are derived from its leading positions in
research models and related services (RMS, about 60% of total
revenues), and preclinical services (PCS, 40%).  Following the new
debt, adjusted debt leverage at Charles River will increase to
roughly 3.6x and funds from operations to total debt will drop to
sub-30%, measures that are inconsistent with an intermediate
financial risk profile.  However, the company's free cash flows
remain solid and while S&P estimate that Charles River's PCS
division will continue to be challenged in 2011, S&P also believe
the industry has stabilized following the 2009 downturn and should
follow the ongoing recovery in the broader contract pharma
research industry.  As such, S&P estimate that potential revenue
declines in Charles River's PCS division in 2010 should be limited
to low single digits.  In the meantime, Charles River's more
resilient RMS business should generate low single digit growth.
More importantly, S&P believes that management remains committed
to an intermediate financial risk profile and that the company
will restore debt leverage and FFO/debt to the sub-3x range and
greater than 30%, respectively, within the next couple of years.
Charles River's liquidity is also considered strong, because of
its significant cash balances, expected positive free cash flows,
limited near-term debt maturities, and access to its revolver.

                          Ratings List

          Charles River Laboratories International Inc.

     Corporate Credit Rating                BBB-/Negative/--
     Senior Unsecured                       BB+


                        Ratings Assigned

          Senior secured $150 million term loan   BBB-


CHATSWORTH INDUSTRIAL: April 28 Plan Confirmation Hearing Set
-------------------------------------------------------------
The Hon. Maureen A. Tighe of the U.S. Bankruptcy Court for the
Central District of California has approved the disclosure
statement describing Chatsworth Industrial Park, LP's second
amended Chapter 11 plan.

The Court will hold a hearing on April 28, 2011, for the
confirmation of the Second Amended Plan.  The deadline for voting
for or against the Plan is March 31, 2011.

The original iteration of the Plan was filed Aug. 23, 2010.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Chatsworth_AmendedDS.pdf

                       Treatment of Claims

Unclassified Claims

Under the second amended plan, the Debtor will need to pay about
$51,950 worth of administrative claims on the Effective Date of
the Plan unless the claimants have agreed to a different treatment
or the Court has not yet ruled on the claim.  The Debtor will have
approximately $70,000 of cash on hand on the Effective Date of the
Plan.  In the original plan, the Debtor wrote that administrative
claims totaled $41,950.

About $800 in priority tax claims will be paid on the effective
date.

Classified Claims

Class 1 - secured claim of CSFB 2003-C4 Nordhoff Limited
Partnership/Keybank is impaired.  The terms of the original Note
will be modified as: (i) all arrears to be rolled into the
existing loan and reamortized over a hypothetical 30 years from
the Effective Date at the existing contract rate of interest of
6.3%, with principal and interest payments estimated to be in
the amount of $48,302.55 per month from the Effective Date
forward; and (ii) notwithstanding any and all provisions of the
Note and loan documents to the contrary, on the Effective Date,
the maturity date under the Note will be modified to be April 1,
2016, at which time remaining principal and all matured and unpaid
interest, fees, and charges allowable and due after the Effective
Date pursuant to the plan shall be due and payable on April 1,
2016.  The existing escrow/reserve accounts will remain unaltered
by the Plan, and the Debtor will continue paying into accounts as
currently required.

In the original plan, the Debtor proposed that, among other
things, (i) arrears in the amount of $293,281.57 would be cured in
32 equal monthly installments of $9,165.05 per month beginning on
the Effective Date and continuing every 30 days thereafter until
August 2013; and (ii) arrears could be prepaid in whole or in part
at any time without pre-payment penalty, and, in the case of
partial prepayment, the Debtor would be entitled to reduce the
remaining monthly payments on the arrears so as to complete the
cure of the amount then still owing within the 32 month period,
payments to remain equal.

Class 2 - allowed general unsecured claims are impaired.  Claims
will be paid up to $1,431.08 per month for 60 months.  The total
amount of allowed claims is up to $85,062.34, and total payout
will be up to $85,864.71.  In the original plan, the total amount
of Class 2 claims was up to $95,561.69.  In the original plan, the
Debtor had proposed to pay up to $1,592.70 per month, which would
lead to a total payout of up to $95,561.69.

Class 3 - interest holder claims are unimpaired.  Holders will
retain interests.

       Procedures Implemented to Resolve Financial Problems

Sharon Lynne Boyar, president & sole shareholder of Boyar
Management Corp., the Debtor's 99% general partner, will continue
to manage the Debtor's affairs post-confirmation.  The Debtor
continued to self-manage its property to better control cash flow
and expenditures.  The Debtor was managed before the bankruptcy by
certain management companies.  However, due to certain
difficulties with certain of those companies, Ms. Boyar has
managed the Debtor's affairs for several months before the
bankruptcy and during the bankruptcy, and will continue to do so
thereafter, at least in the short term.  Her compensation was set
by the Court at 5% of the rents.  At some point, the Debtor may
formally engage the services of CBI Partners, Inc.  In addition,
Ms. Boyar's son, Alan Smokler, has performed much of the
maintenance work on the property, ever since Ms. Boyar began
managing the property, resulting in significant savings compared
to what independent contractors would charge for the same work.
The Debtor was able to resume full payments to CSFB/Keybank from
the outset of the case, including principal, interest, and escrow
payments, and is post-petition current on all such payments to
date.

The Debtor is continuing to pursue a potential refinance of the
property, and is continuing to explore methods by which a sale
might be feasible, like a tax-deferred exchange, so as to more
quickly pay off CSFB/Keybank and all other creditors of the
estate.

                     About Chatsworth Industrial

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: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 97.77 cents-
on-the-dollar during the week ended Friday, February 25, 2011, a
drop of 0.59 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank loan matures on May 29, 2014,
and carries Moody's Caa1 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 180 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Claire's Stores

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

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of 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 October 30, 2010, Claire's debt to EBITDA was very
high at 9.3 times.


CLASSICSTAR LLC: Bucks Baker Hostetler in Fee Appeal
----------------------------------------------------
Bankruptcy Law360 reports that Chief Judge Jennifer B. Coffman of
the U.S. District Court for the Eastern District of Kentucky has
overturned a bankruptcy court's decision in favor of Baker
Hostetler in a dispute over $848,000 in attorneys' fees with the
Chapter 7 trustee of ClassicStar LLC.

                       About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  Attorneys at Henry Watz
Gardner Sellars & Gardner, PLLC, represented the Debtor while
attorneys at Stites & Harbison, PLLC, represented the Creditors
Committee.  In April 2008, Judge William S. Howard converted the
case to a Chapter 7 liquidation, at the behest of the U.S.
Trustee.

In its petition, the Debtor said assets totalled T $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.


CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 91.55 cents-on-the-dollar during the week ended Friday,
February 25, 2011, a drop of 0.44 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 180 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

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

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

                           *     *     *

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

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

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEAR CHANNEL: Extends Maturities of Sr. Credit Facilities
----------------------------------------------------------
Clear Channel Communications, Inc., has entered into agreements to
amend its senior secured credit facilities and its receivables
based credit facility that will, among other things, permit CCU to
request future extensions of the maturities of its senior secured
credit facilities, provide CCU with greater flexibility in the use
of its accordion provisions, provide CCU with greater flexibility
to incur new debt, provided that such new debt is used to pay down
senior secured credit facility indebtedness, and provide greater
flexibility for CCU's indirect subsidiary, Clear Channel Outdoor
Holdings, Inc., and its subsidiaries to incur new debt.

The Amendments have been fully executed by CCU and the holders of
a majority of the outstanding commitments under each of the
facilities.  The Amendments will become fully effective upon the
payment of amendment fees, the reduction of revolving credit
commitments under CCU's receivables based credit facility and the
prepayment of $500 million of indebtedness under CCU's senior
secured credit facilities, which CCU is financing through the
issuance of new priority guarantee notes in a concurrent private
placement that priced on Feb. 15, 2011 and is expected to close on
Feb. 23, 2011.

Full-text copies of the Amendments are available for free at:

              http://ResearchArchives.com/t/s?73ec
              http://ResearchArchives.com/t/s?73ed

                 About CC Media and Clear Channel

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

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

                           *     *     *

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

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

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLEAR CHANNEL: Inks Pact to Issue $1-Bil. of 9.0% Guarantee Notes
-----------------------------------------------------------------
On Feb. 15, 2011, Clear Channel Communications, Inc., an indirect
subsidiary of CC Media Holdings, Inc., entered into a Purchase
Agreement, by and among CCU, CCU's parent, Clear Channel Capital
I, LLC, certain subsidiary guarantors named therein, and Goldman,
Sachs & Co. and Citigroup Global Markets Inc., as representatives
of the several initial purchasers, relating to the issuance and
sale of $1,000,000,000 in aggregate principal amount of CCU's 9.0%
Priority Guarantee Notes due 2021.

The Notes will be fully and unconditionally guaranteed, jointly
and severally, on a senior basis by CCU's parent, Clear Channel
Capital I, LLC, and all of CCU's existing and future domestic
wholly-owned restricted subsidiaries.  The Notes and the related
guarantees will be secured by (1) a lien on (a) the capital stock
of CCU and (b) certain property and related assets that do not
constitute "principal property", in each case equal in priority to
the liens securing the obligations under CCU's senior secured
credit facilities and (2) a lien on the accounts receivable and
related assets securing CCU's receivables based credit facility
junior in priority to the lien securing CCU's obligations
thereunder.

The Notes will be offered and sold only to qualified institutional
buyers in an unregistered offering pursuant to Rule 144A under the
Securities Act of 1933, as amended and to certain non-U.S. persons
in transactions outside the United States in reliance on
Regulation S under the Act.

The Purchase Agreement under which the Notes will be sold by CCU
contains customary representations, warranties and agreements by
CCU and the Guarantors, and customary conditions to closing,
indemnification obligations of CCU and the Guarantors, including
for liabilities under the Act, other obligations of the parties
and termination provisions.

CCU intends to use the proceeds of this offering together with
cash on hand to repay $500 million of the indebtedness outstanding
under its senior secured credit facilities, to repay at maturity
$500 million in aggregate principal amount of its 6.25% Senior
Notes due 2011, to pay fees and expenses incurred in connection
with concurrent amendments to its senior secured credit facilities
and its receivables based credit facility, the receipt of which is
a condition to completion of the offering, and to pay fees and
expenses in connection with the offering.

                 About CC Media and Clear Channel

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

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

                           *     *     *

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

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

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CLINCH MOUNTAIN: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clinch Mountain Hardwood Flooring, Inc.
        1296 Hill Street
        Abingdon, VA 24210

Bankruptcy Case No.: 11-70357

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: John M. Lamie, Esq.
                  BROWNING LAMIE & GIFFORD
                  P.O. Box 519
                  Abingdon, VA 24212-0519
                  Tel: (276) 628-6165
                  E-mail: jlamie@blglaw.us

Scheduled Assets: $1,369,777

Scheduled Debts: $1,422,029

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vawb11-70357.pdf

The petition was signed by Teresa Boyd, president.


COLONIAL BANCGROUP: Court Approves Disclosure Statement
-------------------------------------------------------
BankruptcyData.com reports that Colonial BancGroup filed with the
U.S. Bankruptcy Court a Third Amended Disclosure Statement
accompanying the Debtors' Second Amended Chapter 11 Plan of
Liquidation which the Court subsequently approved.

BData relates that some of the creditor treatment includes:

   -- administrative claims, priority tax claims and
      priority non-tax claims will be paid in full;

   -- convenience class claims will recover 75%;

   -- general unsecured claims, statutorily subordinated
      and claims indenture claims will receive a portion
      of available cash after priority claims have been
      paid in full and money is reserved for disputed
      claims; and

   -- equity interests will be cancelled.

The Court scheduled a hearing to consider the Plan for May 11,
2011.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor.  The
Debtor disclosed $45 million in total assets and $380 million in
total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


CONSOLIDATED HORTICULTURE: Judge Urged to Deny Improper Sale
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors are
seeking to block Hines Nurseries LLC from selling its assets
through a sale process they say is set up for the sole benefit of
the commercial nursery operator's lenders, a group that the
creditors are hoping to sue.

As reported in the Troubled Company Reporter on Feb. 17, 2011,
Hines Nurseries Inc., which was purchased in a bankruptcy sale in
January 2009 by Black Diamond Capital Management LLC, was
scheduled to convene an auction on Feb. 25.  Hines Nurseries,
which returned to Chapter 11 in October 2010, set a Feb. 23
deadline for bids.  The hearing for approval of the sale will take
place Feb. 28.

In addition to being the owner, Black Diamond's affiliate, Black
Diamond Commercial Finance LLC, is a secured creditor holding all
of the $8 million term loan and a $16 million subordinated loan.
Black Diamond also holds 53% of the $48.6 million asset-backed
loan.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on Oct. 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent. The Official
Committee of Unsecured Creditors has tapped Lowenstein Sandler PC
as counsel and Blank Rome LLP as co-counsel.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CONTESSA PREMIUM: Proofs of Claim Due By March 25, 2011
-------------------------------------------------------
The U.S. Bankruptcy Court directs creditors of Contessa Premium
Foods, Inc., to file proofs of claim asserting claims arising
prior to Jan. 26, 2011, by Mar. 25, 2011.  Governmental units have
until July 25, 2011, to file their proofs of claim.  Questions
about the claims bar date should be directed to Craig A. Wolfe,
Esq., at (212) 808-7800.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection on
Jan. 26, 2011 (Bankr. C.D. Calif. Case No. 11-13454).  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.


CONTESSA PREMIUM: Scouler & Co. Soliciting Bids for Assets
----------------------------------------------------------
Contessa Premium Foods, Inc., included a statement in its notice
to creditors about Mar. 25, 2011, deadline to file proofs of claim
that anyone interested in purchasing the Debtor's interest in a
112,000 square-foot state-of-the-art, environmentally friendly
food processing plan located in Commerce, Calif., or substantially
all of the Debtor's assets as a going concern, or other portion of
the Debtor's estate, should contact Savid Scouler at Scouler &
Company at (310) 207-2244.  The Debtor says that the Commerce
Plant is certified by the United States Green Building Council's
Leadership in Energy and Environmental Design New Construction
green building rating system.  The plant, which achieved a Gold-
level certification, uses advanced design, cutting-edge
technology, and innovative processes, significantly reducing its
environmental impact, the Debtor adds.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection on
Jan. 26, 2011 (Bankr. C.D. Calif. Case No. 11-13454).  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.


CRYOPORT INC: Enters 2nd Round of Private Placement for $4.9MM
--------------------------------------------------------------
On Feb. 14, 2011, CryoPort, Inc., entered into definitive
agreements for the second and final round of the previously
announced private placement of its securities to certain
institutional and accredited investors for aggregate gross
proceeds of an additional $4,918,740 (approximately $4,344,000
after estimated cash offering expenses) pursuant to the Securities
Purchase Agreement between the Registrant and the Investors and
the Registration Rights Agreement among the Cryport, Emergent
Financial Group, Inc., Maxim Group LLC, and the Investors.  This
second and final round is in addition to the initial closing of
6,335,318 units for $4.4 million in proceeds announced on Feb. 7,
2011.  The Company intends to use the net proceeds for working
capital purposes.

Pursuant to the Purchase Agreement executed in connection with the
second closing, the Investors purchased an aggregate of 7,026,771
units at a price of $0.70 per Unit, with each Unit consisting of
(i) one share of common stock of the Registrant and (ii) one
warrant to purchase one share of Common Stock at an exercise price
of $0.77 per share.  The warrants are immediately exercisable and
have a term of five years.

Pursuant to the Registration Rights Agreement, the Company is
obligated to file a registration statement with the Securities and
Exchange Commission registering the resale of the shares of Common
Stock issued to the Investors and the shares of Common Stock
underlying the warrants issued to the Investors within 90 days
following the close of the transaction.  The Registration Rights
Agreement also provides for (i) certain payments by the Company to
the Investors if such registration statement is not filed within
such period and (ii) indemnification by each of the Company and
the Investors to the other party and certain affiliates of such
party against certain liability related to such registration
statement.

Emergent Financial Group, Inc. and Maxim Group LLC served as the
Company's placement agents in this transaction and received, in
the aggregate, commissions of up to 10% and a non-accountable
finance fee of up to 3% of the aggregate gross proceeds received
from the Investors, plus reimbursement of accountable out-of-
pocket expenses, and were issued warrants to purchase 689,619 and
437,143 shares of Common Stock, respectively, at an exercise price
of $0.77 per share.

The sale and issuance of the Units, the Common Stock, and the
warrants was completed in accordance with the exemption provided
by Rule 505 or Rule 506 of Regulation D of the Securities Act of
1933, as amended, and Section 4(2) of the Securities Act.

                      M. Bartholomew Resigns

Michael Bartholomew, chief commercialization officer of the
Company, resigned effective on Feb. 15, 2011.  Mr. Bartholomew may
consult on specific projects in the future.  Larry Stambaugh,
chief executive officer of the Company, will be responsible for
managing the Company's sales and marketing efforts until a new
Chief Commercialization Officer is retained and appointed.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

At Sept. 30, 2010, the Company had total assets of $5.37 million,
total liabilities of $5.53 million, and a stockholders' deficit of
$153,700.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's 2009 results.  The firm noted that the Company has
incurred recurring losses and negative cash flows from operations
since inception.


CUMULUS MEDIA: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media,
Inc., is a borrower traded in the secondary market at 98.15 cents-
on-the-dollar during the week ended Friday, Feb. 25, 2011, an
increase of 1.35 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on June
11, 2014, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
180 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Cumulus Media

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

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

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating, with 'stable' outlook, from Moody's
Investors Service.  It has 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.

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

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


DAIRY PRODUCTION: Creditors Angle for Stay Relief
-------------------------------------------------
American Bankruptcy Institute reports that several creditors of
Dairy Production Systems-Georgia LLC may want to seize the
collateral securing their claims, but they will have to wait until
April 19 to see if a bankruptcy court grants their requests.

                      About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory LLP,
serves as the Debtor's bankruptcy counsel.  DPS Georgia estimated
its assets at $1 million to $10 million and debts at $10 million
to $50 million at the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.


DEX MEDIA EAST: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 79.43 cents-on-
the-dollar during the week ended Friday, Feb. 25, 2011, a drop of
0.90 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility, which matures on October 24, 2014.  The debt
is not rated.  The loan is one of the biggest gainers and losers
among 180 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Dex Media East

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

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

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

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 91.96 cents-on-
the-dollar during the week ended Friday, Feb. 25, 2011, a drop of
0.58 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 24, 2014,
and is not rated.  The loan is one of the biggest gainers and
losers among 180 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About Dex Media East

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

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

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DFM BENTONVILLE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DFM Bentonville, LLC
        2935 North Arkansas Street
        Rogers, AR 72756

Bankruptcy Case No.: 11-70740

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  BLAIR, BRADY & HENSON
                  109 N. 34th Street
                  P.O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  E-mail: dblaw0887@hotmail.com

Scheduled Assets: $2,520,100

Scheduled Debts: $523,517

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/arwb11-70740.pdf

The petition was signed by Wanda Munson, president.


DISH NETWORK: Reports $984.73 Million Net Income in 2010
--------------------------------------------------------
DISH Network Corporation filed its annual report on Form 10-K with
the U.S. Securities and Exchange Commission reporting net income
of $984.73 million on $12.64 billion of total revenue for the year
ended Dec. 31, 2010, compared with net income of $635.40 million
on $11.66 billion of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $9.63 billion
in total assets, $10.76 million in total liabilities and
$1.13 billion in total stockholders' deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7400

                        About DISH Network

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

                          *     *     *

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

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

                          *     *     *

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


DONALD BERKEBILE: Succeeds in Strip Down of Federal Tax Lien
------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor could strip down a
federal tax lien by bifurcating the government's claim based on
the value of the property that secured it and modifying the claim
pursuant to his plan.  There was nothing about the nature of the
tax lien to protect the government from lien stripping.  The
debtor, in seeking a determination of the value of property
securing the IRS's claim, for purposes of bifurcation and strip
down, was not seeking to enjoin assessment or collection of any
tax in violation of the Anti-Injunction Act.  In re Berkebile, ---
B.R. ----, 2011 WL 590450 (Bankr. W.D. Pa.) (Fitzgerald, J.).

A copy of the Honorable Judith K. Fitzgerald's Memorandum Opinion
dated Feb. 17, 2011, in Berkebile v. OCWEN Loan Servicing, LLC, et
al., Adv. Pro. No. 09-02230 (Bankr. W.D. Pa.), is available at:

               http://is.gd/WEaTOMfrom Leagle.com

The Debtor's entire battle with the IRS is not over.  While Judge
Fitzgerald says that under 11 U.S.C. Sec. 506(a), the Debtor may
seek to value the secured claim of the IRS, and under 11 U.S.C.
Sec. 506(d), the lien as to any unsecured portion thereof will be
void against the Debtor's real estate, a trial is necessary to
determine of the amount of the IRS' allowed secured claim.  The
Debtor and the government will be back in front of Judge
Fitzgerald on Mar. 4, 2011, for a status conference about how to
proceed.

Donald J. Berkebile and Katherine E. Ward filed a chapter 11
petition (Bankr. W.D. Penn. Case No. 08-21759) on Mar. 19, 2008,
and are represented by Donald R. Calaiaro, Esq. --
dcalaiaro@calaiarocorbett.com -- at Calaiaro & Corbett, P.C., in
Pittsburgh, Pa.  At the time of the filing, the Debtors estimated
their assets and debts at less than $500,000.


DREIER LLP: Preparing to Destroy Clients' Files
-----------------------------------------------
The Chapter 11 Trustee for Dreier LLP has sought and obtained
permission to dispose of certain client files that remain in the
defunct law firm's possession, and intends to destroy files that
client's don't ask to be returned.  For more information, contact:

         Jason Porter, Esq.
         DIAMOND MCCARTHY LLP
         620 Eighth Avenue, 29th Floor
         New York, NY 10018
         Telephone: 212-430-5400
         Fax: 212-430-5499
         E-mail: DLLPfiles@diamondmccarthy.com

                       About Dreier LLP

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

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

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

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

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



DYNEGY INC: Nomination for Directors Extended to March 4
--------------------------------------------------------
Dynegy Inc. extended the date for stockholders to provide notice
of their intention to nominate directors for election at the 2011
annual meeting of Dynegy Stockholders from the close of business,
Houston time, on Feb. 20, 2011 to the close of business, Houston
time, on March 4, 2011.

                         About Dynegy Inc.

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

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

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

                           *     *     *

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

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

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


E & G CONCRETE: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: E & G Concrete Construction Company, Inc.
        dba E & G Construction, Inc.
        dba E & G Concrete Construction
        dba E & G Concrete
        dba E & G Concrete Services LLC
        1470 North McNeil St
        Memphis, TN 38108

Bankruptcy Case No.: 11-21921

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: William C. Gosnell, Esq.
                  THE LAW OFFICE OF MR. WILLIAM C. GOSNELL
                  245 Exchange Avenue
                  Memphis, TN 38105
                  Tel: (901) 521-1455
                  E-mail: wmcgosnell@aol.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb11-21921.pdf

The petition was signed by Terry Charleston, owner.


EASTMAN KODAK: Fitch Junks Issuer Default Rating From 'B-'
----------------------------------------------------------
Fitch Ratings has downgraded Eastman Kodak Company's ratings:

  -- Issuer Default Rating to 'CCC' from 'B-';

  -- Senior secured revolving credit facility to 'B+/RR1' from
     'BB- /RR1';

  -- Senior secured second priority debt to 'B+/RR1' from 'BB-
     /RR1';

  -- Senior unsecured debt to 'CCC/RR4' from 'B+/RR2'.

The Rating Outlook is Negative.  Fitch's actions affect
approximately $1.6 billion in total debt, including undrawn
amounts under the RCF.

The rating downgrades and Negative Outlook reflect Kodak's
continued struggles to gain traction in its digital businesses as
secular declines persist and broaden to entertainment film within
the traditional film business.  Despite $838 million of non-
recurring intellectual property licensing revenue and a
stabilizing economic backdrop, Kodak's free cash flow deteriorated
to negative $368 million in 2010 compared with negative
$288 million in 2009 primarily driven by a nearly 12% decline in
total revenue, the third consecutive year of double-digit revenue
declines, excluding intellectual property income.  Furthermore,
the company experienced continued weakness in operating profit
margins across all business segments in the fourth quarter of 2010
due to numerous factors, the majority of which Fitch believes will
result in prolonged profitability challenges.  Specifically,
Kodak's operating margin declined 3.7 percentage point year-over-
year to negative -1.6% in the fourth quarter due to pricing
pressures in digital still cameras and consumer inkjet printers, a
material increase in commodity costs, primarily silver, used in
the manufacture of traditional film, and an oversupply of digital
plates in the commercial print market.  Lastly, Fitch believes
adverse preliminary rulings with respect to Kodak's patent
infringement claims against Apple and RIM in January 2011 add
additional uncertainty regarding the availability of IP licensing
revenue required to finance the company's growth initiatives.

Although a near-term default appears unlikely given Kodak's
significant cash position, Fitch believes the company's credit
profile has deteriorated due to ongoing pressures on revenue,
operating margin and free cash flow, which make it increasingly
challenging for the company to achieve its transition to a
digitally-focused, profitable enterprise within the context of its
existing capital structure.  Furthermore, in the absence of an
unexpected improvement in financial performance, particularly free
cash flow, Fitch believes Kodak's liquidity pressures could
accelerate if the company is unsuccessful in renewing its
$410 million secured RCF expiring in 2012 and/or refinancing
$350 million of debt maturing in 2013.

Kodak's ratings reflect:

  -- Expectations that growth and margin expansion in Kodak's
     digital businesses necessary to offset rapid secular decline
     in the high margin traditional film businesses will remain
     challenging even with stabilizing consumer and business
     spending;

  -- Significant competition and pricing pressure facing the
     company, particularly the Consumer Digital Imaging Group,
     from rivals with established market positions and
     greater financial resources than Kodak, compounded by
     moderating demand for digital still cameras;

  -- Persistent declines in the company's traditional film,
     photofinishing, and entertainment group as digital
     substitution continues at a faster pace in movie theaters and
     other areas, with accelerating margin deterioration
     attributable to decreased demand, negative revenue mix, and
     higher raw material costs including silver;

  -- Kodak's continued reliance and uncertainty of non-recurring
     IP licensing revenue which has provided a significant portion
     of digital revenues and cash flow in recent years;

  -- Significant liquidity reserves, with $1.6 billion in cash and
     approximately $200 million of RCF availability;

  -- Fitch's expectations that the company will not generate
     positive free cash flow in the foreseeable future due
     primarily to lower revenue and operating profit, compounded
     by cash restructuring payments and increased contributions to
     its defined benefit pension plans;

  -- Kodak's credit metrics improved with leverage (total
     debt/operating EBITDA) of 1.6 times (x) at Dec. 31, 2010,
     compared with 2.1x at year-end 2009, while interest coverage
     (operating EBITDA/ gross interest expense) increased from
     3.0x in 2009 to 3.3x in 2010 benefiting from significant
     growth in non-recurring IP licensing revenue,.  However,
     excluding IP revenue, year-over-year comparison of credit
     metrics were markedly unfavorable due to EBITDA of negative
     $87 million in 2010 compared with $134 million in 2009.

Negative rating actions could occur if:

  -- Free cash flow over the next several quarters continues to
     decline, resulting in a substantial reduction in liquidity.

As of Dec. 31, 2010, liquidity consisted of approximately
$1.6 billion of cash and cash equivalents and an undrawn
$410 million asset-based senior secured RCF, assuming sufficient
collateral in terms of eligible receivables, inventory, real
property and equipment.  At Sept. 30, 2010, availability under the
facility was $224 million net of $131 million of outstanding
letters of credit.  Financial covenants under the amended facility
include a minimum of $250 million of U.S.-based cash, as well as a
minimum fixed charge coverage ratio of 1.1x in the event that
excess availability is below $100 million.  The facility matures
in March 2012.

The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in liquidation, rather than a
going-concern scenario.  In estimating liquidation, Fitch applies
advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively.  Additionally, Fitch estimates the value
of Kodak's IP at $250 million based on $100 million in revenue in
perpetuity at a 40% discount rate.  As is standard with Fitch's
recovery analysis, the revolving credit facility is assumed to be
fully drawn (up to its borrowing base) and cash balances fully
depleted to reflect a stress event.  Fitch arrives at an adjusted
reorganization value of $1.4 billion after subtracting
administrative claims.  Based upon these assumptions, the 'RR1'
for Kodak's secured bank facility and senior secured second-lien
debt reflects Fitch's belief that 100% recovery is realistic.  As
a result of Kodak's guarantee of $920 million of aggregate
payments to its United Kingdom defined benefit pension fund
through 2022, Fitch includes this liability in the total senior
unsecured claims.  Therefore, Fitch estimates that the senior
unsecured claims would recover approximately 35% in the event of
default, supporting the 'RR4' (31%-50% recovery) for the senior
unsecured debt.

Total debt was approximately $1.4 billion as of Dec. 31, 2010,
consisting of:

  -- $300 million of senior notes due 2013;

  -- $400 million of senior unsecured convertible notes due 2017;

  -- $500 million of senior secured second-lien notes due 2018;

  -- Approximately $150 million of various term notes with
     maturities from 2010-2013.


EMPIRE RESORTS: Gets Non-Compliance Notice from NASDAQ
------------------------------------------------------
On Feb. 14, 2011, Empire Resorts, Inc., received notice from The
NASDAQ Stock Market that, because the closing bid price for the
Company's common stock has fallen below $1.00 per share for 30
consecutive business days, the Company no longer complies with the
minimum bid price requirement for continued listing on the Nasdaq
Global Market.

Nasdaq's notice has no immediate effect on the listing of the
Company's common stock on the Nasdaq Global Market.  Pursuant to
Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until Aug. 15, 2011, to regain compliance with the minimum bid
price requirement.  To regain compliance, the closing bid price of
the Company's common stock must meet or exceed $1.00 per share for
a minimum of 10 consecutive business days prior to Aug. 15, 2011.

If the Company does not regain compliance by Aug. 15, 2011, the
Company may be eligible for an additional grace period if it
applies to transfer the listing of its common stock to the Nasdaq
Capital Market.  To qualify, the Company would be required to meet
the continued listing requirement for market value of publicly
held shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the minimum bid price
requirement, and provide written notice of its intention to cure
the minimum bid price deficiency during the second compliance
period.  If the Nasdaq staff determines that the Company will not
be able to cure the deficiency, or if the Company is otherwise not
eligible for such additional compliance period, Nasdaq will
provide notice that the Company's common stock will be subject to
delisting.  The Company would have the right to appeal a
determination to delist its common stock, and the common stock
would remain listed on the Nasdaq Global Market until the
completion of the appeal process.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements, but no decisions about a response have been
made at this time.

                       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.


EPICEPT CORP: Incurs $15.54 Million Net Loss in 2010
----------------------------------------------------
EpiCept Corporation announced operating and financial results for
the fourth quarter and full year ended Dec. 31, 2010.  The Company
reported a net loss of $2.97 million on $291,000 of revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$4.44 million on $92,000 of revenue for the same period during the
prior year.

The Company also reported a net loss of $15.54 million on $994,000
for the year ended Dec. 31, 2010, compared with a net loss of
$38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $4.69 million
in total assets, $3.38 million in accounts payable and other
accrued liabilities, $13.82 million in deferred revenue, $972,000
in notes and loans payable and a $14.13 million stockholders'
deficit.

"EpiCept marked several important achievements since our last
quarterly report," stated Jack Talley, EpiCept President and CEO.
"We are delighted with the excellent clinical data we recently
reported from the EpiCeptTM NP-1 trial studying chemotherapy-
induced peripheral neuropathy (CIPN), which we believe confirms
NP-1's utility in meeting a high unmet medical need in a large
patient population.  We also made important progress late last
year by gaining agreement with the U.S. Food and Drug
Administration that a trial for Ceplene(R)/IL-2 with survival as
the primary endpoint need not isolate the contribution of
Ceplene(R) in the regimen, but would need to show a statistically
significant overall survival advantage for remission maintenance
of patients suffering from acute myeloid leukemia. We believe this
study has a very good probability of success.  We are also closely
following Meda's marketing of Ceplene(R) in the European Union and
believe that they are pursuing a determined course of action that
will ultimately result in significant penetration into the EU
medical community."

A full-text copy of the financial results is available at no
charge at http://ResearchArchives.com/t/s?7407

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

                           *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitte & Touche LLP in Parsippany, New Jersey, expressed
substantial doubt against EpiCept's ability continue as a going
concern, following the Company's results for 2009.  The
independent auditors noted that the Company has recurring losses
from operations and a stockholders' deficit of $9.1 million at
Dec. 31, 2009.


EX CED FOODS: Seeks Chapter 15 Protection in San Francisco
----------------------------------------------------------
Ex Ced Foods and an affiliate, Cedenco Ohakune, filed Chapter 15
petitions (Bankr. N.D. Calif. Lead Case No. 11-30703) in San
Francisco, California on Feb. 25.

Louis J Cisz III, John Sheahan, and Ian Russell Lock, the
liquidators, signed the Chapter 15 petitions.  The liquidators
were appointed pursuant to Section 241(2)(b) of the Companies Act
1993, an act of the Parliament of New Zealand.

The liquidators request the U.S. Court to enter an order
recognizing the New Zealand Proceeding as a "foreign main
proceeding" under Chapter 15.

Exced Foods, formerly registered as "Tomco", was a food processor.

The Debtors' sole shareholder is SK Foods International, a New
Zealand company.

The Australian and New Zealand Banking Group Ltd. has a debenture
dated Feb. 24, 2000, and a General Security Agreement dated
Nov. 1, 2005, against the Debtor's assets.  The loans made to the
Debtor by ANZ Bank were part of a larger lending relationship
between ANZ Bank (in New Zealand under the name ANZ National Ltd)
and all entities in the Cedenco group of companies in Australia
and New Zealand, including the Cedenco Foods JV Australia Pty
Ltd., SK Foods Australia Pty Ltd, SS Farms Australia Pty Ltd. and
the two New Zealand companies, Ex Ced Foods, formerly Cedenco
Foods Ltd.

On Nov. 9, 2009, Cedenco Foods and Cedenco Ohakune were placed
into receivership by ANZ Bank under New Zealand law.  On Nov. 9,
2009, Cedenco Australia, SK Foods Australia, and SS Farms
Australia were also placed into receivership under Australian law.

According to Mr. Sheahan, in the United States, there have been
difficulties involving the Cedenco Group's U.S. affiliates.  SK
Foods LP, a U.S. affiliate of the Cedenco Group, is the subject of
Chapter 11 proceeding, and that there are criminal proceedings
against one of the principals of SK Foods LP, Scott Salyer,
pending, respectively, in U.S. Bankruptcy and District Courts of
the Eastern District of California.

Julian Long, Esq., attorney and a partner in the law firm
LeeSalmonLong, was admitted as a barrister and solicitor of the
High Court of New Zealand.


EX CED FOODS: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: John Sheahan, as liquidator

Chapter 15 Debtor: Ex Ced Foods
                     fka Cedenco Foods
                   C/- KordaMentha, Level 16
                   45 Queen Street
                   Auckland
                   New Zealand

Chapter 15 Case No.: 11-30703

Debtor-affiliate subject to separate Chapter 15 petition:

        Entity                                           Case No.
        ------                                           --------
Cedenco Ohakune (Company No. 665068) (In Liquidation)    11-30704

Chapter 15 Petition Date: February 25, 2011

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

Type of Business: The debtor is a leading food company based in
                  New Zealand supplying agricultural food products
                  to domestic and international customers.

Petitioners'
Counsel:      Robert N. H. Christmas, Esq.
              Kate Hardy, Esq.
              Christopher M. Desiderio, Esq.
              NIXON PEABODY LLP
              437 Madison Avenue, 18th Floor
              New York, NY 10022
              Telephone: (212) 940-3000
              Facsimile: (212) 940-3111
              E-mail: rchristmas@nixonpeabody.com
                      khardy@nixonpeabody.com
                      cdesiderio@nixonpeabody.com

                     - and -

              Louis J. Cisz, III, Esq.
              NIXON PEABODY LLP
              One Embarcadero Center, 18th Floor
              San Francisco, CA 94111-3600
              Telephone: (415) 984-8200
              Facsimile: (415) 984-8300
              E-mail: lcisz@nixonpeabody.com

Debtor's Counsel: Louis J. Cisz, III, Esq.
                  NIXON PEABODY LLP
                  One Embarcadero Center, 18th Floor
                  San Francisco, CA 94111-3600
                  Tel: (415) 984-8320
                  Fax: (866) 246-2754
                  E-mail: lcisz@nixonpeabody.com


FANNIE MAE: Lowers Net Loss to $14.02 Billion in 2010
-----------------------------------------------------
Federal National Mortgage Association filed its annual report on
Form 10-K with the U.S. Securities and Exchange Commission
reporting a net loss of $14.02 billion on $154.27 billion of total
interest income for the year ended Dec. 31, 2010, compared with a
net loss of $72.02 billion on $39.35 billion of total interest
income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities and a $2.52 billion total deficit.

Freddie Mac reported a net loss of $113 million for the quarter
ended Dec. 31, 2010, compared to a net loss of $2.5 billion for
the quarter ended Sept. 30, 2010.  Freddie Mac also reported total
comprehensive income of $1.2 billion in the fourth quarter of
2010, compared to total comprehensive income of $1.4 billion in
the third quarter of 2010.  The company reported total
comprehensive income of $282 million for the full-year 2010,
compared to a total comprehensive loss of $2.9 billion for the
full-year 2009.

A full-text copy of the annual report on Form 10-K is available
for free at: http://ResearchArchives.com/t/s?7401

                         About Fannie Mae

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

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

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


FORCELOGIX TECHNOLOGIES: Sale of Unit to Callidus Completed
-----------------------------------------------------------
ForceLogix Technologies Inc. has completed the sale of the
Company's wholly owned operating subsidiary, ForceLogix, Inc.
pursuant to an Asset Purchase Agreement dated Dec. 23, 2010
between the Company, JP Funding, LLC and Callidus Software Inc.

The Company held a special meeting of its shareholders on Feb. 25,
2011 to approve, among other things, the sale of all or
substantially all of the undertaking of the Company.  Shareholders
have approved a special resolution (2/3 majority of votes cast)
authorizing the Asset Sale.

Disinterested shareholders also approved an ordinary resolution
authorizing the termination of the Management and Operations
Agreement dated Nov. 18, 2010 between JP Funding, LLC and
ForceLogix Inc. including the payment of the $1,125,000 USD
termination fee payable to JPF.  JPF is a company controlled by
John Prinz, a director and shareholder of the Company.  Mr. Prinz
was excluded from voting on the resolution to approve the
termination of the Management Agreement and the payment of the
termination fee. Subject to payment of the termination fee JPF is
a secured creditor of the US Subsidiary.

Disinterested shareholders also approved an ordinary resolution
authorizing a shares for debt settlement of $1,678,055 of
unsecured debt owed by the Company and the U.S Subsidiary through
the issuance of 33,561,100 common shares of the Company at a
deemed price of $0.05 per share.  The common shares issuable under
the shares for debt settlement are subject to a four month resale
restriction in accordance with National Instrument 45-102 Resale
of Securities.  Messrs. Patrick Stakenas and Stephen Potts,
directors and former officers of the Company, were excluded from
voting on this resolution as they will be receiving common shares
under the shares for debt settlement.

Shareholders also approved a special resolution authorizing the
change of the name of the Company to Courtland Capital Inc. The
name change was required by Callidus as a condition of the Asset
Purchase Agreement.  A new trading symbol is expected to be
announced in the forthcoming bulletin of TSX Venture Exchange.

As a result of the shareholder approvals, all the closing
conditions of the Asset Sale were satisfied and the transaction
was completed.  The Company has received from Callidus the initial
payment of the purchase price of $3,000,000.  From these sale
proceeds the Company has paid out the termination fee to JPF, all
secured creditors and certain unsecured creditors as a condition
of closing.  The balance of the purchase price, being $750,000, is
subject to a holdback by Callidus for a 6 months period.  Callidus
is entitled to rely on the holdback in the event it is required to
be indemnified by the Company under the provisions of the Asset
Purchase Agreement.  The holdback, subject to any indemnity, will
be released to the Company within 6 months of today's date.

Effective now, Patrick Stakenas and Stephen Potts have resigned as
directors of the Company and the directors of the Company are now
Richard Grass, Gene Maher and John Prinz.  Richard Grass will be
the President and Chief Financial Officer and Gene Maher will be
the Chief Executive Officer.

As the Asset Sale and related transactions were subject to the
approval of the Exchange the Company will be filing the required
post meeting documentation with Exchange to satisfy the
conditional approval granted by the Exchange.  It is anticipated
that the Exchange will issue a bulletin announcing the completion
of the transaction in due course.

As a result of the sale of the US Subsidiary, the Company will no
longer meet the listing requirements of either Tier 1 or Tier 2 of
the TSX Venture Exchange.  The Company has applied to have its
listing transferred to NEX.  As the Company is in compliance with
all applicable securities rules and policies it is expected that
the Company will move to the NEX in due course.  Once listed on
the NEX, the Company intends to use a the balance of the purchase
price proceeds from the Asset Sale to maintain its regulatory
compliance and to source and acquire another business with a view
to reactivating the Company.


FOX HILL: Can Use BWF-FHM LOan Cash Collateral Until March 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
granted Fox Hill Mutual Homes, Inc., interim permission to use the
cash collateral in which Lender BWF-FHM Loan, LLC, asserts an
interest for the period Jan. 29, 2011, through March 31, 2011, to
pay for the expenses of operating its 252 unit residential complex
located at 200 Ranalet Drive, in Hampton, Va., in accordance with
a modified budget.

The Debtor's use of cash collateral will continue until the
earlier of (a) the Debtor's breach of this order, or (b) March 31,
2011.

As adequate protection, the Lender is granted a security interest
on all of the post-petition rents and income from the Project and
any property which is purchased with funds generated from the cash
collateral.

A continued hearing on the further use of cash collateral will be
conducted on March 25, 2011.

The rents and other income from the Debtor's property, as
described in the Deed of Trust and Security Agreement, Assignment
of Rents and Leases dated May 29, 2009, constitute cash collateral
of BWF, which is owed in the original principal amount of
$4,530,000.

As reported in the Troubled Company Reporter on Jan. 18, 2011,
BWF objected to the Debtor's request for court authorization to
use of cash collateral.  BWF said that the Debtor's motion to use
cash collateral doesn't provide a means by which BWF's interest in
the cash collateral will be adequately protected.  According to
BWF, the proposed budget provides for unnecessary expenditures and
proposes to operate the Debtor's property at a loss.  BWF is
represented by Kaufman and Canoles.

                About Fox Hill Mutual Homes, Inc.

Hampton, Virginia-based Fox Hill Mutual Homes, Inc., is the owner
of a 252 unit residential complex located at 200 Ranalet Drive, in
Hampton, Va.  The Company filed for Chapter 11 bankruptcy
protection on Jan. 6, 2011 (Bankr. E.D. Va. Case No. 11-50038).
Karen M. Crowley, Esq., at Crowley, Liberatore, & Ryan, P.C., in
Chesapeake, Va., serves as the Debtor's bankruptcy counsel.  In
its schedules, the Debtor disclosed $9,548,497 in assets and
$4,948,765 in liabilities.


GALLENTHIN REALTY: Court Dismisses Chapter 11 Case
--------------------------------------------------
Upon the motion of United States Trustee Roberta A. DeAngelis, the
U.S. Bankruptcy Court for the District of New Jersey approved on
Feb. 14, 2011, the dismissal of the Gallenthin Realty Development,
Inc.'s Chapter 1 bankruptcy case.

               About Gallenthin Realty Development

Woodbury, New Jersey-based Gallenthin Realty Development, Inc.,
filed for Chapter 11 bankruptcy protection on December 30, 2010
(Bankr. D. N.J. Case No. 10-50011).  Joseph T. Threston, III,
Esq., who has an office in Riverton, New Jersey, serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $20,000,000 in assets and $148,000 in liabilities.


GARY PHILLIPS: Court Authorizes Sale of Four Properties
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
on the emergency motion for expedited hearing filed on Jan. 6,
2011, has authorized Gary Phillips Construction, LLC, to sell
these properties:

   Description               Sale Price     Secured Creditor
   -----------               ----------     ----------------
   Coldwater Cove Land        $365,000       Citizens Bank
   Meadows Brook Lot 27       $167,900       Regions Bank
   Allison Hills Lot 44       $200,000       Regions Bank
   Cardinal Forest Lot 4      $179,900       TruPoint Bank

Secured Creditors Citizens Bank, Regions Bank and TruPoint Bank,
are to be paid at closing; provided, however, that from the
closing of Cardinal Forest Lot 4 the sum of $9,800, representing
the total of post-petition advances by TruPoint Bank in connection
with Cardinal Forest Lot 4, will be withheld from the Bank Payoff
and will be escrowed with the closing agent pending further order
of the Court.

The Court also ordered that Citizens Bank, Regions Bank, TruPoint
Bank, the Judgment Lien Creditors, Delta Gypsum, LLC and Preston,
McNees Specialty Woodworking Shop, Inc., and ProBuild Company,
LLC, are each granted replacement liens against the funds in the
Cash Collateral Account up to the amount of the proceeds retained
by the Debtor as a result of the respective property sales, but
only to the extent that their respective liens are valid.

The Debtor's portion, as seller, of the real estate commissions,
which are due and payable on sale closing will be escrowed with
the closing agent pending further order of the Court on the
Debtor's Application to Employ a Realtor.

The Seller's closing costs are to be paid from proceeds at
closing.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., who has an
office in Bristol, Tennessee, serves as the Debtor's counsel.
Dean B. Farmer, Esq., at Hodges, Doughty & Carson, PLLC, serves as
the committee of unsecured creditors' counsel.  In its schedules,
the Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.


GARY PHILLIPS: Has Interim Use of Cash Collateral Until March 18
----------------------------------------------------------------
The U.s. Bankruptcy Court for the Eastern District of Tennessee
entered, on Feb. 16, 2011, its amended order granting Gary
Phillips Construction, LLC, authority to use cash collateral on an
interim basis through March 18, 2011, to pay necessary expenses to
prevent immediate and irreparable harm to the Debtor's estate, in
accordance with an interim budget.  Debtor will not be permitted
to use Commercial Bank's specific Cash Collateral account which is
designated as savings account xxxxx6614 without further Order of
the Court.

Any variance in the expense figures set forth in the interim
budget in excess of 10% will require approval of the Court.

As adequate protection of Citizens Bank, Commercial Bank, First
Bank & Trust, First Tennessee Bank, Regions Bank, Tri-Summit Bank,
TruPoint Bank, Delta Gypsum, Preston, McNees's and Probuild
Company interest in the prepetition collateral, including cash
collateral, the Secured Creditors are granted interim replacement
liens in all assets of the estate to the extent of any diminution
through use of of cash collateral, including but not limited to
cash collateral, upon which the Secured Creditors hold a valid
prepetition lien.

An adjourned preliminary hearing on the Debtor's continued use of
cash collateral will be held on March 15, 2011, at 9:00 a.m.

A copy of the Amended Agreed Order for Interim Use of Cash
Collateral is available for free at:

  http://bankrupt.com/misc/GaryPhillips.cashcollateralorder.pdf

                  About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., who has an
office in Bristol, Tennessee, serves as the Debtor's counsel.
Dean B. Farmer, Esq., at Hodges, Doughty & Carson, PLLC, serves as
the committee of unsecured creditors' counsel.  In its schedules,
the Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.


GEN ART: Debuts Under New Ownership Following Bankruptcy
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that after shuttering its doors
and entering bankruptcy protection last year, Gen Art Productions
Inc. re-launched under new ownership.

"We are a one-stop shop, an arbiter of taste," said Elizabeth
Shaffer, co-president of the newly reopened organization.  "And
people have an emotional connection to the brand," the report
notes.

                     About Gen Art Productions

Gen Art Productions Inc. operates as an art and entertainment
company that showcases fashion designers, filmmakers, musicians,
DJs, and visual artists.  The company was founded in 1993 and is
based in New York, New York with additional offices in Los Angeles
and San Francisco, California; Miami, Florida; and Chicago,
Illinois.  As of September 2009, Gen Art Productions Inc. operates
as a subsidiary of Rock Media & Entertainment.

On June 2, 2010, an involuntary petition for liquidation under
Chapter 7 was filed against Gen Art Productions Inc. in the U.S.
Bankruptcy Court for the Southern District of New York, Manhattan.

Under Chapter 7 of the U.S. Bankruptcy Code, a trustee was
appointed to oversee Gen Art's liquidation.


GELTECH SOLUTIONS: Reduces Principal of Reger Debt by $1 Million
----------------------------------------------------------------
GelTech Solutions, Inc., and Michael Reger, GelTech's largest
shareholder, renegotiated its line of credit and reduced the
principal on the line of credit by $1 million.  The Lender agreed
to accept 892,857 shares of GelTech's common stock in
consideration for cancelling $1 million of the line of credit, of
the $2,497,483, which was due in May 2011.  The remaining
$1,497,483 owed under the line of credit has been converted into a
five-year note which is convertible at $1.12 per share bearing 5%
interest per year.  In connection with the loan cancellation,
GelTech issued the lender 1,000,000 five-year warrants exercisable
at $1.25 per share and 300,000 five-year warrants exercisable at
$1.75 per share.

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/-- is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.

The Company's balance sheet at Sept. 30, 2010, showed $1.0 million
in total assets, $2.6 million in total liabilities, and a
stockholders' deficit of $1.6 million.

As reported in the Troubled Company Reporter on October 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has a net loss and net cash used in operating activities
in 2010 of $3.5 million and $2.6 million, respectively, and has an
accumulated deficit, a stockholders' deficit and working capital
deficit of $9.6 million, $1.1 million, and $1.7 million,
respectively, at June 30, 2010.


GENERAL MOTORS: MTech Objects to Claims Estimation at $0
--------------------------------------------------------
MTech Associates, LLC, objects to Old GM's $0 estimate of its
general unsecured claim because the estimated amount does not
include MTech's separately-filed administrative expense claim.
MTech asserts that approving the Debtors' estimate would bar it
from asserting part of its administrative expense claim as a
general, unsecured claim, should any portion of the administrative
expense claim be deemed a general, unsecured claim.

MTech says it has provided the Debtors with evidence supporting
each element of both of its claims, and, other than asking for
such information, the Debtors have made no effort to resolve its
claims.  MTech, therefore, asks that the estimate of its general
unsecured claim be set at $6,814,123 rather than $6,051,597.

MTech is represented by:

  Kathleen H. Haus
  Maddin, Hauser, Wartell, Roth & Heller, P.C.
  28400 Northwestern Highway, 3rd Floor
  Southfield, MI 48034
  Tel: (248)359-7520
  Fax: (248)359-7560

                       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: U.S. Govt. Supports Priority Order Pacts
--------------------------------------------------------
The U.S. Government, on behalf of the U.S. Environmental
Protection Agency and the U.S. Department of the Treasury,
supports the Court's approval of the environmental provisions of
the Amended Joint Chapter 11 Plan of Reorganization, incorporating
six separate Consent Decree and Settlement Agreements for the
resolution of the U.S. Government's causes of action in the
subject sites.

As reported in the Dec. 22, 2010 edition of the Troubled Company
Reporter, the Debtors have agreed to pay $25,008,718 in cash to
settle claims lodged by the U.S. Government, on behalf of the U.S.
Environmental Protection Agency, and certain states, according to
several settlements filed with the U.S. Bankruptcy Court for the
Southern District of New York on Dec. 14, 2010.  The settlement
agreements also contemplate allowance of certain claims as general
unsecured claims under the Debtors' Amended Joint Plan of
Reorganization for $3,181,194.

Assistant U.S. Attorney for the Southern District of New York
Natalie E. Kuehler, Esq., tells Judge Gerber that the settlements
memorialized in the Agreements were reached after lengthy
negotiations with the parties weighing the merits, costs, risks
and delays that litigation would entail against the value of
settlement.  She further notes that the Agreements are
substantively fair because the Priority Order Sites are all
properties at which Debtors are under a judicial or
administrative order compelling them to conduct environmental
cleanup and Debtors are the only significant viable responsible
parties identified by the EPA or the states.

More importantly, the Debtors' payment of $25 million to resolve
their liability under cleanup orders for the Priority Order Sites
provides for a reasonable likelihood of sufficient funding for
the future cleanup of the Priority Order Sites and reasonably
balances the litigation risks of obtaining cleanup, Ms. Kuehler
insists.  The Agreements are also consistent with the goals of
Comprehensive Environmental Response, Compensation and Liability
Act, she adds.

Indeed, the only negative comment the U.S. Government received
was from Onondaga County, New York and the comment does not
indicate that the Agreements are inappropriate, inadequate or
improper, Ms. Kuehler points out.  In response to Onondaga's
comments, she stresses that given the limited funding available
in the Debtors' bankruptcy cases, the Agreements appropriately
prioritize cleanups by taking into account principles of
bankruptcy law and environmental law, including whether cleanup
orders have been issued, and whether there are other significant
viable potentially responsible parties.  She further insists that
the Agreements reasonably provide for a transfer of any excess
funding to the Hazardous Substance Superfund or the cushion
funding account.

In contrast, the City of Dayton, Ohio, strongly supported the
Delphi Harrison Site Settlement Agreement, noting that the local
taxpayers have assumed more than their fair share of the burden
placed on the community by the contamination at the Delphi
Harrison Site and that the proposed cash payment of $5,329,343
for remediation will go a long way to alleviating that burden and
moving the site to productive reuse, Ms. Kuehler relates.

For the reasons stated, the U.S. Government has determined that
the proposed Priority Order Site Settlement Agreements are fair,
reasonable and consistent with environmental law and asks the
Court to approve the Agreements.

                       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: Wants to Remove Actions 'Til Yr. After Plan Nod
---------------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, Motors Liquidation Co. and its units ask
Judge Robert Gerber to extend the time within which they may file
notices of removal of civil actions and proceedings in state and
federal courts to which they are, or may become parties, until the
date that is one year after the Court confirms the Debtors'
Amended Joint Chapter 11 Plan of Reorganization.

The hearing to confirm the Plan is set to begin on March 3, 2011.
Accordingly, the time which the Debtors must file motions to
remove any pending Civil Actions has not yet expired, but may
expire in the near future.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors are party to thousands of
prepetition Civil Actions pending in courts across the country.
Given the number and variety of Civil Actions, and the
significant amount of time and effort the Debtors have had to
devote to other aspects of these Chapter 11 cases, the Debtors
have not been able to analyze and make a determination regarding
the removal of each of the Civil Actions, he explains.

Mr. Smolinsky continues that due to the nature of those claims
and the mechanics of the ADR Procedures, the Debtors are unable
to make determinations as to whether pending litigations that are
subject of unresolved claims should be removed.  He points out
that most of the Civil Actions involve personal injury and
wrongful death claims.  Because the liquidation of those claims
is not subject to the jurisdiction of the Court, removal of
actions from state to federal court is a critical right that the
Debtors and the GUC Trust Administrator cannot lose, he contends.

Accordingly, the proposed time extension will provide additional
time to allow the Debtors to continue the ADR Procedures and, if
necessary, to consider, and make decisions concerning, the
removal of the Civil Actions, Mr. Smolinsky insists.

The Court will consider the Debtors' request on March 3, 2011.
Objections are due 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)


GLOBAL CROSSING: Incurs $172 Million Net Loss in 2010
-----------------------------------------------------
Global Crossing Limited filed its annual report with the U.S.
Securities and Exchange Commission reporting a net loss of
$172 million on $2.61 billion of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $141 million on
$2.54 billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion
in total assets, $2.79 billion in total liabilities and
$477 million in total shareholders' deficit.

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

               http://ResearchArchives.com/t/s?73f3

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
is a global IP and Ethernet solutions provider with the world's
first integrated global IP-based network.  The company offers a
full range of data, voice and collaboration services with an
industry leading customer experience and delivers service to
approximately 40% of the Fortune 500, as well as to 700 carriers,
mobile operators and ISPs.  It delivers converged IP services to
more than 700 cities in more than 70 countries around the world.

                           *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.

Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue-level rating and '6' recovery rating to Bermuda-based Global
Crossing Ltd.'s proposed $150 million of senior unsecured notes
due 2019.  The '6' recovery rating indicates S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.


GMI ENTERPRISES: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Ben Sutherly at the Dayton Daily News reports that GMI
Enterprises, Inc. dba Skelton Sports in West Carrollton filed a
Chapter 7 petition.  Skelton Sports, a screen printing and
uniforms business in Dayton, Ohio, closed Feb. 11, 2011.

The Company disclosed assets of $66,650 and liabilities of nearly
$1.32 million.  It listed gross business income of $1.35 million
in fiscal 2009 and $1.22 million in fiscal 2010.  The Company
began operating in 2007.


GOODRICH PETROLEUM: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston, Texas-based Goodrich Petroleum Corp.
The outlook is stable.

At the same time, Standard & Poor's assigned the company's
proposed $225 million senior unsecured notes due 2019 and
existing $219 million convertible senior unsecured notes due
2029 its 'CCC+' issue-level rating (two notches lower than
the 'B' corporate credit rating).  The recovery rating on this
debt is '6', indicating S&P's expectation of negligible (0% to
10%) recovery for noteholders in the event of a payment default.

GDP plans to use proceeds primarily to redeem its existing
$175 million of convertible notes due 2026, which have a put
option exercisable in December 2011.  Funds will be held in escrow
until the notes are redeemed, sometime before Dec. 1, 2011.   Any
remaining proceeds will be used for general corporate purposes.

The ratings reflect GDP's relatively small reserve base,
meaningful exposure to natural gas (estimated to be 87% of this
year's production), lower reserve life relative to some of its
peers', projected negative free cash flow over the next few years,
high costs, and the company's position in a highly cyclical,
capital-intensive, competitive industry.  Ratings also reflect the
company's good hedging position (45% of 2011-2012 natural gas
production), adequate near-term liquidity, and its planned shift
to oil development in the Eagleford shale.


GRAHAM PACKAGING: Reports $81.79-Mil. Net Income in 2010
--------------------------------------------------------
Graham Packaging Holdings Company filed its annual report on Form
10-K reporting net income of $81.79 million on $2.51 billion of
net sales for the year ended Dec. 31, 2010, compared with net
income of $20.77 million on $2.27 billion of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.80 billion
in total assets, $3.30 billion in total liabilities and $498.02
million in total partners deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7402

                      About Graham Packaging

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

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


GREAT ATLANTIC & PACIFIC: Pine Plaza Amends Lift Stay Request
-------------------------------------------------------------
Pine Plaza Associates LLC filed an amended motion with the Court
to prosecute a claim against The Great Atlantic & Pacific Tea
Company Inc. and Pathmark Stores Inc.

Pine Plaza amended the motion it filed on January 19, 2011, by
waiving any right to pursue from the bankruptcy estate the
$750,000 retained by the Debtors under a policy it purchased from
its insurer, National Union Fire Insurance Company.

Pine Plaza seeks indemnification from the Debtors in connection
with the lawsuit filed against it by Michael Brescia, an employee
of ATV, which was contracted by the Debtors to provide
maintenance services.  Mr. Brescia figured in an accident while
doing maintenance work for the Debtors at a shopping center owned
by Pine Plaza.

Pursuant to a lease contract with the Debtors, Pine Plaza says,
it is entitled to indemnification for any liability from the
Debtors' use of the leased facility.  Pine Plaza says the lease
also requires Pathmark to provide it with insurance for any
incident resulting in physical injury and property damage at the
leased facility.

                            About A&P

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

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

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

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

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

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


GREAT ATLANTIC & PACIFIC: Proposes Hilco as Real Estate Advisor
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek court approval to employ Hilco Real Estate LLC
as their real estate advisor effective Feb. 1, 2011.

The Debtors selected Hilco because of its qualifications and
experience in real estate restructuring.  It also has extensive
experience solving complex real estate problems and evaluating
and restructuring real estate lease terms, according to
Christopher McGarry, senior vice-president and general counsel
of The Great Atlantic & Pacific Tea Company Inc.

As real estate advisor, Hilco will be tasked to develop and
implement a plan to:

  (1) obtain lease savings from the landlords under their
      leases;

  (2) obtain non-monetary lease modifications;

  (3) obtain lease term reductions or early termination rights
      under the leases;

  (4) obtain from the landlord extension of the deadline for the
      Debtors to assume or reject the leases;

  (5) market designated leases for sale or assignment of those
      leases or the bankruptcy designation rights appurtenant
      thereto;

  (6) reduce or eliminate the landlords' prepetition, unsecured
      claims; and

  (7) prepare or have an independent third party prepare about
      210 written appraisals for leases designated by the
      Debtors as requested by the agent for the Debtors'
      postpetition secured lenders and required in the
      debtor-in-possession facility.

Hilco will be paid for its services in accordance with this fee
structure:

Service to be Provided         Compensation
----------------------         ------------
Rent Reduction Project         2.5% of the first $30 million
                                in actual savings

                                3% of the actual savings between
                                $30 million and $50 million

                                3.5% of the actual savings above
                                $50 million

Lease Modification Project     $1,000 per modified lease

Term Adjustment Project        $1,500 per adjusted lease

Assumption/Rejection           $350 per extension
Extension Project

Lease Assignment Project       2% of the Assignment Proceeds,
                                with total cap of $100,000

Claims Project                 10% of savings of any dividend
                                that otherwise would have been
                                payable to the landlord for its
                                claim in the bankruptcy, with a
                                total cap of $250,000

                                50% of compensation for a claim
                                modification will be paid within
                                30 days following the effective
                                date or other conclusion of
                                these bankruptcy cases, and the
                                remaining 50% will be paid in
                                three equal annual installments
                                commencing on the first
                                anniversary of the conclusion of
                                the bankruptcy cases

Appraisal Project                $250 per appraisal for first 210
                                appraisals;

                                $400 per appraisal for each
                                appraisal above 210;

                                $800 per FIRREA appraisal above
                                150 ($800 maximum amount for any
                                appraisal)

                                If Hilco is entitled to receive
                                compensation for a lease
                                pursuant to the other projects,
                                then the appraisal fee
                                applicable to that lease will be
                                deducted from the compensation.
                                Hilco will receive no appraisal
                                compensation if aggregate
                                compensation for other projects
                                exceeds $1 million; provided
                                that the limitation does not
                                apply to appraisals for which a
                                $400 or $800 fee was paid.

The Debtors will also reimburse Hilco for any expenses incurred
in connection with its employment.

In a declaration, Eric Kaup, executive vice-president of Hilco,
assures the Court that his firm does not hold or represent
interest adverse to the Debtors' estates, and that it is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                       Hilco's Statement

Hilco Real Estate, LLC has been appointed real estate advisor to
The Great Atlantic and Pacific Tea Company in its bankruptcy
restructuring.  In addition to its comprehensive role as
consultant and lease restructuring advisor, HRE is managing A&P's
disposition efforts, including the immediate sale of 31 leases on
stores in the process of being shuttered.

Gregory S. Apter, President of Hilco Real Estate, will lead the
disposition team.  The sale process will be managed by Ross Block,
a senior disposition specialist.  Mr. Apter commented, "These 31
locations range from 24,000 to 60,000 square feet.  They are in
prime locations in Connecticut, Delaware, Maryland, New Jersey,
New York and Pennsylvania.  Early interest in these sites has been
significant and we expect that momentum to continue throughout the
sale process."

Parties interested in any of the 31 locations now available
should contact Ross Block at 847.504.2463 or e-mail to
rblock@hilcorealestate.com.  More details are available online
at www.hilcorealestate.com.

                  About Hilco Real Estate, LLC

Hilco Real Estate helps businesses improve leverage and cash
flow by repositioning and restructuring their real estate
commitments.  The company's focus is to optimize value in the
shortest period of time.  Core competencies include strategic
advisory and consulting services, owned portfolio disposition,
lease portfolio sales/assignments, lease termination, lease
renegotiation, leasing/subleasing, sale of non-core owned assets,
sale/leaseback transactions, and fee and appraisals for leased and
owned assets.  The company, which is headquartered in Northbrook,
Ill, is a unit of Hilco, a world leader in asset valuation,
disposition and advisory services.  For more information please
visit http://www.hilcorealestate.com/ap

                            About A&P

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

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

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains.

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

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

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


GREAT ATLANTIC & PACIFIC: Proposes PwC as Tax Advisor
-----------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its
affiliated debtors seek the court's authority to employ
PricewaterhouseCoopers LLP as their independent auditor
and tax advisor effective Dec. 12, 2010.

The Debtors tapped the services of PwC because of its
considerable experience in providing accounting, tax, auditing
and financial advisory services to businesses in bankruptcy.  The
firm is also familiar with the Debtors' business and accounting
systems since its has been providing services to them for years,
according to Christopher McGarry, senior vice-president of The
Great Atlantic & Pacific Tea Company Inc.

As auditor and tax advisor, PwC will be tasked to:

  (1) perform an integrated audit of the consolidated financial
      statements of A&P at Feb. 26, 2011, and for the year
      then ending, and of the effectiveness of A&P's internal
      control over financial reporting as of February 26, 2011;

  (2) perform incremental review procedures for the quarter
      ended Dec. 4, 2010; audit procedures for the 2010
      consolidated financial statement audit; and audit
      procedures associated with the Debtors' application of
      fresh start accounting;

  (3) review A&P's unaudited consolidated quarterly financial
      statements for each of the three quarters in the year
      ending Feb. 26, 2011;

  (4) provide tax consulting services including advice, answers
      to questions or opinions on tax planning or reporting
      matters;

  (5) provide advice or assistance with respect to matters
      involving the Internal Revenue Service or other tax
      authorities on an as-needed or as-requested basis;

  (6) provide technical assistance with respect to the
      utilization of A&P's net operating losses and other tax
      attributes;

  (7) provide consulting services with respect to state and
      local taxes;

  (8) provide accounting method consulting services including
      identifying effective income tax accounting methods that
      A&P may have the opportunity to elect, change or adopt as
      well as recommending available opportunities to mitigate
      future tax exposures; and

  (9) assess tax issues in connection with the potential
      dissolution of foreign entities.

PwC will be paid based on the kind of services it will provide
pursuant to the various engagement letters and statements of work
it executed with the Debtors.

The Debtors intend to pay PwC for services rendered under the
engagement letter dated July 26, 2010, in accordance with the
estimated "fixed fee" of $2.345 million.

For tax consulting services rendered pursuant to the engagement
letter dated Aug. 21, 2008, and statement of work dated July 15,
2010; accounting method consulting services rendered pursuant
to the statement of work dated Jan. 27, 2010; and the services
provided pursuant to statements of work dated Oct. 13, 2010, and
Jan. 19, 2011, the hourly rates of PwC are:

  Professionals                    Hourly Rates
  -------------                   -------------
  NTS Partner/Senior               $890 - $995
    Managing Director
  Partner                          $600 - $650
  Managing Director                $585 - $630
  NTS Director/Manager             $550 - $640
  Directors/Managers               $375 - $485
  NTS Senior Associate             $390 - $430
  Senior Associates/Staff          $175 - $275

The hourly rates that will be charged for services rendered
pursuant to the statement of work dated Jan. 19, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                             $650
  Managing Director                   $630
  Director                            $485
  Manager                             $380
  Staff                               $210

Meanwhile, the hourly rates for services rendered pursuant to the
first amendment to the PwC Audit Engagement Letter dated February
11, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                          $825 - $995
  Managing Director                $585 - $995
  Director                                $675
  Senior Manager                   $505 - $740
  Manager                          $400 - $415
  Senior Associate                 $245 - $300
  Associate                        $140 - $225

In a declaration, Kenneth Sharkey, a partner at PwC, in New York,
assures the Court that his firm does not have any interest
adverse to the Debtors, and that it is a "disinterested person"
as that term is defined under Section 101(14) of the Bankruptcy
Code.

                            About A&P

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

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

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
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).


GTS 900: Corus Plan Confirmed; Plan Declared Effective Feb. 18
--------------------------------------------------------------
On Feb. 17, 2011, the U.S. Bankruptcy Court for the Central
District of California confirmed the Modified Plan of
Reorganization proposed by Corus Construction, LLC, on behalf of
GTS 900 F, LLC.  The Plan became effective the following day,
Feb. 18, 2011.

As reported in the Troubled Company Reporter on Feb. 23, 2011, Los
Angeles developer Sonny Astani has given up his legal battle to
retain ownership of the Concerto, a never-completed $260-million
condominium project in downtown Los Angeles.

According to the reorganization plan filed with the Bankruptcy
Court, units in the 30-story tower near Staples Center will be
finished by a new group of owners headed by hedge fund Starwood
Capital Group.

Mr. Astani agreed to sell his interest in the Concerto project (to
Corus Construction Venture LLC) for $9.5 million.  Terms of the
accord also call for the buyers to make payments to the general
contractor and subcontractors, who have filed $22.5 million worth
of liens on the Concerto project.  The parties agreed not to speak
about their settlement during the ownership change, but Mr. Astani
said he planned to press on with separate litigation against the
Federal Deposit Insurance Corp., which is also now a part-owner of
Concerto.

Counsel for Corus Construction, LLC, may be reached at:

     Van C. Durrer II, Esq.
     Ramon M. Naguiat, Esq.
     Emily C. Ma, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     300 South Grand Avenue, Suite 3400
     Los Angeles, CA 90071
     Tel: (213) 687-5000
     Fax: (213) 687-5600

                        About GTS 900 F, LLC

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


GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.

Concurrently the SGL assessment was changed to SGL-2 from SGL-3
reflecting the improvement in liquidity as a result of the
deferral of 50% of the Holdco interest expense for 18 months.

The Caa2 Corporate Family Rating continues to reflect Guitar
Center's unsustainable capital structure over the long term at
current levels of operating performance given the sizable level of
operating income growth needed to bring leverage and coverage to
more reasonable levels.  It is unlikely that Guitar Center will be
able to sufficiently deleverage from simply growing comparable
store sales at existing stores and boosting profits.  However,
Moody's also notes that Guitar Center's liquidity is, and is
expected to remain, good and that there are no sizable debt
payments until April 2013 when the company is required to make a
payment of approximately $130 million under its existing HoldCo
note (not rated by Moody's).

The stable outlook acknowledges that the Caa2 PDR adequately
reflects the moderately high probability of default over the
medium term.  The stable outlook is predicated on Moody's opinion
that Guitar Center's operating performance will only modestly
improve and that it will maintain good liquidity.

These ratings were affirmed and point estimate adjusted:

For Guitar Center Holdings, Inc.:

  -- Corporate Family Rating at Caa2
  -- Probability of Default Rating at Caa2/LD

For Guitar Center, Inc.:

  -- $622 million existing senior secured term loan due October
     2014 at Caa1 (to LGD 3, 33% from LGD 3, 34%)

  -- Speculative Grade Liquidity assessment to SGL-2 from SGL-3

A higher rating would require either an absolute reduction in debt
levels (which Moody's estimates to be approximately $1.6 billion)
or a material improvement in operating performance that creates a
capital structure that is more sustainable over the longer term.
Quantitatively, an upgrade would require that Guitar Center
maintain EBITDA less capital expenditures to interest expense of
at least 1.0 time.  An upgrade would also require sustained
improvement in the company's liquidity profile.

Ratings could be downgraded should Guitar Center experience a
decline in earnings or liquidity or should the probability of
default increase for any reason.  Negative rating pressure will
increase as the April 2013 HoldCo payment approaches.

The last rating action for Guitar Center was on November 12, 2010
when its Corporate Family Rating and Probability of Default rating
were downgraded to Caa2 from Caa1.

Guitar Center Holdings, Inc. is a holding company whose sole asset
is Guitar Center, Inc. Guitar Center, Inc., headquartered in
Westlake Village, California, is the largest musical retailer in
the Unites States.  It operates three distinct retail businesses -
- Guitar Center, Music & Arts, and Musician's Friend (its direct
response subsidiary).  Total revenues approximate $2 billion.


GUITAR CENTER: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all its
existing ratings on Guitar Center Holdings Inc., including its
'B-' corporate credit rating.  The outlook is stable.

The rating action follows the company's announcement that it has
completed an agreement with the holders of its OpCo and HoldCo
notes to continue to accrue 50% of the interest on HoldCo notes
for three payment periods.  The accrued interest will be added to
OpCo notes.

The rating action also assumes that the company will successfully
amend and extend its existing bank facilities.  The amendment
would allow the company to maintain a wider cushion for the net
senior leverage covenant.  Absent such an amendment, S&P believes
cushion for the existing net senior leverage covenant could narrow
to less than 10% in the next two to three quarters.  The amendment
will also extend the maturities of the revolver and term loan to
2016 and 2017, respectively.

In conjunction with the credit facility amendment, the company
will be allowed to accrue 50% of the interest on its HoldCo notes
for one additional payment period (four payment periods in total),
and extend maturities on its OpCo and Holdco notes until 2017 and
2018, respectively.

"The ratings on Guitar Center reflect S&P's expectation for
modestly improving operating performance and adequate liquidity
during fiscal 2011," said Standard & Poor's credit analyst
Mariola Borysiak.  S&P views the company's business profile as
weak, reflecting its participation in the highly fragmented and
competitive music products retail market, offset to some extent
by its leading position in the industry.


HABERSHAM BANCORP: Bank Closed; FDIC Appointed as Receiver
----------------------------------------------------------
Habersham Bancorp announced that the Georgia Department of Banking
and Finance closed its subsidiary bank, Habersham Bank, and
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  Habersham Bancorp is no longer the parent of Habersham
Bank.

In a virtually simultaneous transaction, SCBT National Association
acquired the operations and all deposits and purchased essentially
all assets of the Bank in a loss-share transaction facilitated by
the FDIC and will continue to operate the Bank, according to an
FDIC news release.

In a prepared statement, Habersham Bancorp said: "While we
ultimately were unable to save the Bank in the face of unyielding
market conditions, the Board of Directors worked tirelessly over
the past two years on behalf of the Company and its shareholders
and attempted every reasonable solution.  In particular, over the
last several months, the Board and management team had been
working on an offering of common stock to residents of the State
of Georgia in an effort to recapitalize the Bank.  Our Board and
management team also pursued other transactions, including mergers
with other institutions and sales of the Bank's assets.  Despite
our best efforts, the continuing depressed market conditions
prevented us from completing these transactions."

                       About Habersham Bancorp

Cornelia, Ga.-based Habersham Bancorp (OTC BB: HABC) owns all of
the outstanding stock of Habersham Bank and an inactive
subsidiary, The Advantage Group, Inc.  The Company's continuing
primary business is the operation of banks in rural and suburban
communities in Habersham, White, Cherokee, Warren, Stephens, and
Hall counties in Georgia.

The Company's balance sheet as of Sept. 30, 2010, showed
$396.3 million in total assets, $386.6 million in total
liabilities, and stockholders' equity of $9.7 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Porter Keadle Moore, LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
at Dec. 31, 2009, Habersham Bank's total capital to risk-weighted
assets and Tier I capital to average assets ratios are below the
required levels as established by regulation.  In addition, the
Bank has suffered recurring operating losses.


HAYES AVENUE: Pleas Court Defers Hearing Over Demolition
--------------------------------------------------------
Richard Payerchin at The Morning Journal, Ohio, reports that an
Erie County Common Pleas Court postponed a hearing on whether one
of Sandusky's historic industrial buildings should be torn down.

A hearing was originally scheduled Feb. 23 to consider the city's
request to demolish the American Crayon complex, which also is
known as the Dixon Ticonderoga plant.  However, the plant's owner,
Hayes Avenue Development Co. LLC, operated by Sandusky developer
Joe Yost, filed for Chapter 11 bankruptcy protection in U.S.
District Court in Toledo prior to the hearing.

The bankruptcy petition states Hayes Avenue Development Co. owes
$825,000 to the Home Savings and Loan Co., the bank that
foreclosed on the property in 2006 against Columbus Avenue
Business Park and Yost's related businesses.  The bank obtained a
judgment of at least $864,516 against Columbus Avenue Business
Park Ltd. and the related businesses.

Based in Sandusky, Ohio, Hayes Avenue Development Company LLC
filed for Chapter 11 bankruptcy protection on Feb. 15, 2011
(Bankr. N.D. Ohio Case No. 11-30615).  Judge Mary Ann Whipple
presides over the case.  Jonathan P Blakely, Esq., at Weston Hurd
LLP, represents the Debtor.  In its petition, the Debtor estimated
assets of between $100,000 and $500,000, and debts of between $1
million and $10 million.


HEALTHSOUTH CORP: Reports $939.80 Million Net Income in 2010
------------------------------------------------------------
Healthsouth Corporation filed its annual report on Form 10-K with
reporting consolidated net income of $939.80 million on
$1.99 billion of net operating revenue for the year ended Dec. 31,
2010, compared with consolidated net income of $128.80 million on
$1.91 billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

A full-text copy of the annual report on Form 10-K filed with the
Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?7403

                      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.


HEARTLAND AUTOMOTIVE: To Acquire Jiffy Lube Franchisee
------------------------------------------------------
Dow Jones' DBR Small Cap reports that in its third acquisition
announcement of the year, Heartland Automotive Services Inc., a
Jiffy Lube franchisee, has acquired Empire Lube Inc., which
operates Jiffy Lubes in the New York City region. Empire Lube's
stores are located in Nassau County, Brooklyn and the Bronx.

According to the report, terms of the deal weren't disclosed.
It's the second such acquisition for the Quad-C Management Inc.-
backed Heartland Automotive this month, when it announced a deal
to acquire Texas Oil X-Change Inc., which operates quick-lube
service centers throughout the northern part of the state.

And in January, Heartland Automotive said it would acquire
Nebraska Lube LLC, which operates six service centers in Omaha and
Lincoln, the report notes.

                   About Heartland Automotive

Quad-C invests in buyouts, recapitalizations, and industry
consolidations of firms valued from $50 million to $500 million.
Its current portfolio includes interests Heartland Automotive (the
largest franchisee of Jiffy Lube service centers).

Heartland is the largest franchisee of Jiffy Lube service center.
Quad-C bought the assets of Heartland out of bankruptcy in
February 2009.

Heartland filed for Chapter 11 protection on Jan. 7, 2008 (Bank.
N.D. Tex. Lead Case No. 08-40057).  Thomas E. Lauria, Esq.,
Patrick Mohan, Esq., Gerard Uzzi, Esq., and Lisa Thompson, Esq.,
at White & Case LLP; and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, represented the Debtors in their restructuring
efforts.  Cadwalader, Wickersham & Taft LLP, and Munsch, Hardt,
Kopf & Harr, PC represented the Official Committee of Unsecured
Creditors.


HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 98.88 cents-
on-the-dollar during the week ended Friday, February 25, 2011, a
drop of 0.33 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 650 basis points above LIBOR to
borrow under the facility.  The bank loan matures on July 11,
2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
180 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on February 22, 2011,
Standard & Poor's revised its recovery rating on Hercules Offshore
Inc.'s senior secured debt to '3', indicating S&P's expectation of
meaningful recovery (50% to 70%) in a default scenario, from '4'.
The issue-level rating remains unchanged at 'B-' (the same as
corporate credit rating).  The rated senior secured debt consists
of a revolving credit facility, term loan, and secured notes.

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

                      About Hercules Offshore

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

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

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


HOLLY CORP: S&P Puts 'BB' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'BB'
ratings on Holly Corp. and Frontier Oil Corp. on CreditWatch with
positive implications.  At the same time, S&P placed its 'BB-'
ratings on Holly Energy Partners L.P. on CreditWatch with positive
implications.

The rating actions follow the announcement that Holly and Frontier
plan to execute an all-stock merger of equals, valuing the
combined entity (HollyFrontier Corp.) at about $7 billion.

"The rating actions reflect the improved business risk profile
resulting from the merger of Holly and Frontier, notably the much-
improved scale of operations and market diversity achieved," said
Standard & Poor's credit analyst Paul Harvey.  The merger creates
a midsize to large independent U.S. refining company (five
refineries, 443,000 barrels per day, Nelson complexity of 12.1x),
operating primarily in the typically above-average PADD II (59%
capacity) and PADD IV (19%) markets, as well as the Southwest PADD
III (22%) market.  S&P expects both companies to maintain above-
average margins and resulting financial performance thanks to
their favorable market positions.  As a result, S&P expects
HollyFrontier to maintain above-average credit measures for the
industry, including debt leverage of 2x or less at the close of
the transaction.

The rating action on Holly Energy reflects Holly Corp.'s 34%
ownership (including the 2% general partner interest) and Holly
Energy's dependence on Holly Corp. for the majority of its cash
flow and earnings.

Standard & Poor's plans to resolve the CreditWatch listings at the
close of the merger, currently expected in the third quarter of
2011.


HONOLULU SYMPHONY: Firms, Civic Leaders Aim to Revive Symphony
--------------------------------------------------------------
Steven Mark at the Star-Advertiser, in Honolulu, reports that a
group of prominent business and civic leaders has formed a
committee aimed at returning the bankrupt Honolulu Symphony to the
concert stage.  That committee has asked Steve Monder, retired
president of the Cincinnati Symphony Orchestra, and JoAnn
Falletta, acclaimed conductor of the Buffalo Philharmonic
Orchestra, to develop a business model for the symphony.  The
group also filed for nonprofit status.

The group is led by Office of Hawaiian Affairs trustee Oz Stender.

                      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.


IA GLOBAL: Form 10-Q Filing Delayed; Sees $5MM Revenue in Q3
------------------------------------------------------------
IA Global, Inc., updated is expected revenues for its third
quarter ended Dec. 31, 2010.

For the quarter ended Dec. 31, 2010, the Company expects revenues,
subject to review by its external auditors, to be approximately
$5.0 million, an increase from $0 as compared to the three months
ended Dec. 31, 2009.

The Company's quarterly filing on Form 10-Q was delayed due to the
closing of the Company's two latest acquisitions, Zest Co Ltd and
PowerDial.

                          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.


INVESTCORP BANK: Fitch Affirms 'BB+' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of
Investcorp Bank B.S.C. and affiliates, as well as the senior debt
rating of affiliate Investcorp Capital Ltd.  The Rating Outlook
remains Negative.

Investcorp's ratings are constrained by high leverage, balance
sheet co-investment concentrations, and a capital mix heavily
weighted toward preference shares.  These concerns are offset by
some favorable rating factors including the company's strong Gulf-
based alternative investment franchise, its diversified mix of
alternative assets under management and adequate balance sheet
liquidity and capital.

The affirmation of the IDRs and debt rating reflects Investcorp's
ability to improve profitability, reduce balance sheet leverage
and increase liquidity and capital during a relatively sluggish
macro environment.  Earnings have returned to positive territory
after severe losses during the financial crisis in fiscal year
2009 (FY09; ended June 30 2009) but still remain well below pre-
crisis levels.  In addition, Investcorp has demonstrated good
access to capital markets even in difficult conditions.
Management issued preference shares to replenish its capital base
during the height of the crisis in early 2009, and refinanced bank
loans maturing in 2010 and 2011 with a new facility maturing in
March 2013.

In addition, Fitch has downgraded the Individual rating of
Investcorp and its affiliates to 'C/D' from 'C'.  The downgrade of
the Individual rating reflects the sluggish macro environment,
earnings that are still well below historical levels, and a
business model that has proven sensitive to conditions in the
private equity and alternative investment markets.

Investcorp returned to profitability during FY10 (ended June 30,
2010) and remained profitable during the first half of 2011
(1H'11).  Improved performance since the end of FY09 has resulted
from strongly profitable hedge fund operations and positive mark
to market trends in private equity and real estate co-investments.

Tier 1 regulatory capital improved at 1H'11 to 23.2% from 22.9% at
FY10 and 20% at FY09.  The capital mix remains heavily tilted
toward non-cumulative perpetual preference shares issued during
FY09 at the height of the financial crisis to replenish capital.
These securities bear a 12% annual dividend until a first optional
redemption date in 2H'14.

The operating environment is slowly improving.  Corporate
investment valuations recovered somewhat during FY10, and real
estate valuations began to recover in 1H'11.  Investment and exit
opportunities have returned, with Investcorp negotiating exits and
new placements in both sectors during 2H'10 and 1H'11.

While Fitch notes political unrest in Investcorp's headquarters
location in the Kingdom of Bahrain, Fitch believes that the risk
is largely mitigated by structural protections.  Investcorp's
group corporate structure contains force majeure provisions that
transfer Bahraini shareholder interests to a subsidiary domiciled
in the Cayman Islands.  Moreover, most assets and core operations
are outside the Gulf area.  Over time, disruption in the Gulf
economies could make it more difficult for Investcorp to raise
funds and place assets with Gulf-based clients.  However, this
risk is already incorporated in Investcorp's current long-term
IDR.

The Negative Outlook reflects the potential for a renewed downturn
in alternative investment markets that could put renewed pressure
on co-investment valuations, activity fees and earnings before the
company has the ability to rebuild financial flexibility through
ongoing earnings.  A prolonged period of market stability, on the
other hand, would help Investcorp progress toward a Stable
Outlook.  Over time, if management is successful in reducing
balance sheet co-investments in relation to AUM, the company has
the potential for higher ratings.

Fitch has withdrawn the support floor of affiliate Investcorp
S.A., reflecting that entity's change of domicile to the Cayman
Islands.

Investcorp, headquartered in Bahrain with operations in London and
New York, combines private equity investing with private client
advisory services.  Its investing focus is on U.S., European and
to a lesser extent Middle East/North African) corporations, U.S.
real estate, hedge funds, and small cap technology investments.
Its clients are principally high net worth individuals and
institutions.

Fitch has taken these rating actions:

Investcorp Bank B.S.C.

  -- Long-term Issuer Default Rating affirmed at 'BB+';
  -- Short-term IDR affirmed at 'B';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Rating Outlook Negative.

Investcorp S.A.

  -- Long-term IDR affirmed at 'BB+';
  -- Short-term IDR affirmed at 'B';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '5';
  -- Support Floor of 'NF' withdrawn;
  -- Rating Outlook Negative.

Investcorp Capital Ltd.

  -- Long-term IDR affirmed at 'BB+';
  -- Long-term senior debt affirmed at 'BB+'
  -- Short-term IDR affirmed at `B';
  -- Individual downgraded to 'C/D' from 'C';
  -- Support affirmed at '5';
  -- Rating Outlook Negative.


ISTAR FINANCIAL: Incurs $58.86MM Net Loss in Dec. 31 Qtr.
---------------------------------------------------------
iStar Financial Inc. announced results for its fourth quarter and
fiscal year ended Dec. 31, 2010.  The Company reported a net loss
of $58.86 million on $137.10 million of total revenue for the
three months ended Dec. 31, 2010, compared with a net loss of
$153.36 million on $168.06 million of total revenue for the same
period a year ago.

The Company also reported net income of $80.21 million on
$575.25 million of total revenue for the twelve months ended Dec.
31, 2010, compared with a net loss of $769.85 million on $766.19
million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.17 billion
in total assets, $7.48 billion in total liabilities and $1.69
billion in total equity.

A full-text copy of the financial results is available at no
charge at http://ResearchArchives.com/t/s?7405

                       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 Expects to Put Low-B Ratings on 2 Tranches
-----------------------------------------------------------------
Upon the successful completion of iStar Financial Inc.'s proposed
senior secured credit facilities transaction, Fitch expects to
rate the tranches related to the financing:

  -- $1.5 billion A-1 tranche due June 2013 'BB-/RR1';
  -- $1.5 billion A-2 tranche due June 2014 'B+/RR2'.

Fitch expects to upgrade iStar's Issuer Default Rating to 'B-'
from 'C' upon successful completion of the proposed senior secured
credit facilities transaction.

While concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below.  At
the lower IDR levels, Fitch believes there is greater probability
of default so the impact of potential recovery prospects on issue-
specific ratings becomes more meaningful and is more explicitly
reflected in the ratings dispersion relative to the IDR.

The A-1 tranche expected rating of 'BB-/RR1', or a three-notch
positive differential from iStar's expected 'B-' IDR is based on
Fitch's estimate of outstanding recovery in the 91%-100% range.
Together with the A-2 tranche, this obligation would represent a
first lien security claim on a collateral pool comprised primarily
of performing loans and credit tenant lease assets, and would have
amortization payment priority relative to the A-2 tranche.

The A-2 tranche expected rating of 'B+/RR2', or a two-notch
positive differential from iStar's expected 'B-' IDR assessment is
based on Fitch's estimate of superior recovery.  Together with the
A-1 tranche, this obligation would represent a first lien security
claim on a collateral pool comprised primarily of performing loans
and credit tenant lease assets but would receive principal
amortization only upon the full repayment of the A-1 tranche.


ISTAR FINANCIAL: Moody's Puts Low-B Ratings on Credit Facilities
----------------------------------------------------------------
Moody's Investors Service placed iStar Financial Inc.'s unsecured
debt and preferred stock ratings under review for possible upgrade
following its announcement that it will obtain up to $3 billion in
new senior secured credit facilities.  At the same time, Moody's
assigned a (P)B1 rating to the $1.5 billion Tranche A-1 due June
2013 and a (P)B2 rating to the $1.5 billion Tranche A-2 due 2014
to iStar's proposed secured credit facilities.  Moody's also
assigned a (P)B3 corporate family rating.

                        Ratings Rationale

The proceeds of the new senior secured credit facilities will
be used to refinance the REIT's secured loan facilities due to
mature in June 2011 and 2012 as well as to repay a portion of
iStar's unsecured debt maturing in 2011.  The facilities will
be collateralized by $3.75 billion, consisting primarily of
performing loans and CTL assets.  The new senior secured credit
facilities ratings, the corporate family rating, and the review
for possible upgrade of iStar's existing ratings are based on
the REIT's success in extending near term debt maturities.  The
prospective ratings on the new senior secured credit facilities
take into account the expected asset coverage, the size and
quality of the collateral pool, the pace of amortization on each
tranche and the term of each tranche.

Moody's noted that the (P)B3 corporate family rating is contingent
on iStar's successfully completing the issuance of the $3 billion
senior secured facilities.  These facilities would help alleviate
iStar's tenuous liquidity position.  Should the facilities not
close iStar's corporate family rating would be rated lower.
Alternatively, upon the closing of the new secured credit
facilities, the unsecured debt and preferred stock ratings would
be upgraded by multiple notches.

These ratings were assigned:

* iStar Financial Inc. -- Senior secured credit facility Tranche
  A-1 at (P)B1, Tranche A-2 at (P)B2; corporate family rating at
  (P)B3

These ratings were placed on review for upgrade:

* iStar Financial, Inc. -- Senior unsecured debt at Ca; preferred
  stock at C; senior debt shelf at (P)Ca; subordinated debt; (P)C;
  preferred stock shelf at (P)C.

Moody's last rating action with respect to iStar Financial Inc.
was on August 13, 2009, when Moody's downgraded the senior
unsecured ratings to Ca from Caa1 and the preferred stock ratings
to C from Caa3.

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

iStar Financial Inc. is a property finance company that elects
REIT status.  iStar provides structured mortgage, mezzanine and
corporate net lease financing.  iStar Financial is headquartered
in New York City, and had assets of $10.8 billion and equity of
$1.8 billion as of September 30, 2010.


J & R INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J & R, Inc.
        dba Richard's Auto Sales
        dba J&R Auto Group
        4514 Fayetteville Road
        Raleigh, NC 27603

Bankruptcy Case No.: 11-01350

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (919) 582-2301
                  E-mail: bill@janvierlaw.com

Scheduled Assets: $200,650

Scheduled Debts: $3,584,315

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-01350.pdf

The petition was signed by Richard Godwin, president.


JO-ANN STORES: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to Jo-Ann Stores, Inc.  At the same
time Moody's also assigned a B1 (LGD 3, 38%) rating to the
company's proposed senior secured term loan and a Caa1 (LGD 5,
82%) rating to the company's proposed senior unsecured bonds.  The
rating outlook is stable.  The ratings assigned are subject to
receipt and review of final documentation.

                        Ratings Rationale

The B2 Corporate Family Rating assigned to Jo-Ann reflects the
company's highly leveraged capital structure following its
proposed acquisition by affiliates of Leonard Green & Partners
L.P.  Moody's expects debt/EBITDA to be around 6.3 times and
interest coverage (EBITA/interest expense) to be around 1.5 times.
The ratings reflect the generally positive characteristics of the
craft and hobby category, which has a loyal customer base and
positive demographic trends.  The rating also reflects Jo-Ann's
solid execution during the recent recessionary environment, with
the company reporting positive comparable store sales since 2007,
while also materially expanding operating margins.  Moody's expect
that the company will be able to sustain these recent
improvements, primarily through new store openings and continued
investments in operating efficiencies.

The stable rating outlook reflects Moody's expectations that Jo-
Ann's leverage will remain high, and that it will only moderately
deleverage over the next 12 to 24 months as the company increases
its investment in new store openings and remodels.

Ratings could be upgraded if the company continues to demonstrate
sales growth and operating margin expansion while also
deleveraging its balance sheet.  Quantitatively ratings could be
upgraded if debt/EBITDA is sustained below 5.5 times and interest
coverage exceeds 1.75 times.

Ratings could be downgraded if the company's recent positive
trends in sales and operating margin expansion begins to reverse,
liquidity erodes or financial policies become more aggressive.
Quantitatively ratings could be downgraded if debt/EBITDA is
sustained above 6.5 times or interest coverage falls below 1.25
times.

These ratings were assigned:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $650 million senior secured term loan due 2018 at B1 (LGD 3,
     38%)

  -- $450 million senior unsecured notes due 2019 at Caa1 (LGD 5,
     82%)

Moody's last rating action on Jo-Ann Stores, Inc. was on March 1,
2010, when all ratings were withdrawn following the company's
repayment of all rated debt.

Headquartered in Hudson, OH, Jo-Ann Stores is a leading retailer
of fabrics and craft supplies, operating 751 stores in 48 states
as of January 29, 2011.  Revenues for the fiscal year ended
January 29, 2011, were $2.079 billion.


JO-ANN STORES: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Hudson, Ohio-based Jo-Ann Stores Inc.
to 'B' from 'BB-' and removed the rating from CreditWatch with
negative implications, where it had been placed on Dec. 23, 2010.
The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to Jo-
Ann's proposed $650 million senior secured term loan B facility
due 2018 (one notch above the 'B' corporate credit rating on the
company).  S&P also assigned this debt a recovery rating of '2',
indicating its expectation of substantial (70%-90%) recovery for
lenders in the event of a payment default.

In addition, S&P assigned Jo-Ann's proposed $450 million senior
unsecured notes due 2019 its issue-level rating of 'CCC+' (two
notches lower than the corporate credit rating) with a recovery
rating of '6', indicating its expectation of negligible (0%-10%)
recovery for noteholders in the event of a payment default.

The company intends to use proceeds from the offerings, along
with borrowings under the unrated $375 million asset-based
revolving credit facility, cash on the balance sheet, the equity
contribution from Leonard Green, and Jo-Ann management's rollover
equity to finance the leveraged buyout of the company for about
$1.6 billion or $61.00 per share in cash by affiliates of Leonard
Green & Partners L.P.  The ratings on the proposed new issues are
subject to review of final terms and documents.

The initial borrower and issuer is Needle Merger Sub Corp., which
will be merged with and into Jo-Ann Stores Inc. upon completion of
the acquisition.  S&P's expectation is that the transaction will
close before March 31, 2011.  Jo-Ann Stores Inc. will be the
surviving corporation and the ultimate issuer and borrower.

"The ratings on Jo-Ann reflect S&P's expectations for modestly
higher sales, some widening in operating margins as the company
adds its new store format and continues to remodel other stores,
and credit metrics modestly improving over the next year following
the LBO," said Standard & Poor's credit analyst Jayne Ross.  S&P
views the company's business risk as weak given its participation
in the highly competitive and fragmented craft and hobby retail
industry and the seasonal nature of its earnings.  The company's
position as one of the top three players in the industry somewhat
mitigates those factors.

"In addition," continued Ms.  Ross, "S&P views the company's
financial risk profile as highly leveraged following its
acquisition by affiliates of Leonard Green given its high debt
levels, weak credit protection measures, and its moderate free
operating cash flow generation."


K-V PHARMACEUTICAL: Completes $32MM Common Stock Offering
---------------------------------------------------------
K-V Pharmaceutical Company announced that it has entered into a
definitive agreement with a group of institutional investors to
raise approximately $32 million of gross proceeds from a private
placement of 9,950,000 shares of its Class A Common Stock at $3.25
per share.  The Company will use $20 million of the proceeds from
the financing to repay certain outstanding amounts and other
outstanding obligations under its credit agreement with U.S.
Healthcare and the remainder for general corporate purposes,
including the launch of MakenaTM.  Subject to the satisfaction of
customary closing conditions, the private placement is expected to
close and fund on or about Feb. 17, 2011.

The Company also announced it has agreed to terms with US
Healthcare I, L.L.C. and US Healthcare II, L.L.C., affiliates of
New York based Centerbridge Partners, L.P. to close on a multi-
draw financing facility with a total commitment of $130 million.
The amendment is expected to be completed on or prior to February
18, 2011.  In addition, the Company has agreed to issue additional
warrants to purchase 7,450,899 shares of the Company's Class A
Common Stock, subject to completion of the private placement, at
an exercise price of $1.62 per share.

Upon completion of the definitive agreement, the loan terms and
covenants will be amended to reflect the Company's current
projections and timing of certain anticipated future events,
including the planned disposition of certain assets.  The
significant components of the amended agreement will include
extending the $60 million payment that was due on March 20, 2011
to three payments of $20 million each with the first payment due
upon closing and funding the private placement, $20 million due in
April 2011 and $20 million due in August 2011.  In addition, all
past covenant issues will be waived.

In addition to the loan balance which remains outstanding as of
Feb. 14, 2011, future draws against the facility, subject to
achievement of certain MakenaTM related milestones, are
anticipated to be $15 million in March 2011, $15 million in May
2011 and $10 million in each of July, August, September and
October 2011.

The shares of Class A Common Stock sold in the private placement
have not been registered under the Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
in the United States absent registration with the Securities and
Exchange Commission or an applicable exemption from the
registration requirements.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the common stock sold in the private
placement.

Jefferies & Company, Inc. acted as sole placement agent on the
private placement.  Jefferies & Company, Inc. and Alvarez & Marsal
advised the Company with respect to the restructuring of the
Senior Secured Facility.

                     About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.

At March 31, 2010, the Company's balance sheet showed
$358.6 million in total assets, $497.7 million in total
liabilities, and a stockholders' deficit of $139.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on 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.

The Company reported a net loss of $283.6 million on
$152.2 million of net revenues for fiscal 2010, compared to a net
loss of $313.6 million on $312.3 million of net revenue for fiscal
2009.


KNOCK ON WOOD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Knock On Wood, Inc.
        14431 Jefferson Davis Hwy
        Woodbridge, VA 22191

Bankruptcy Case No.: 11-11252

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Shannon McLaughlin Guignon, Esq.
                  COOCH & LAPHAM, PLLC
                  12701 Fair Lakes Circle, Suite 370
                  Fairfax, VA 22033
                  Tel: (703) 359-0088
                  E-mail: sguignon@coochandlapham.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/vaeb11-11252.pdf

The petition was signed by Lance Frye, president.


KOREA LINE: Files for Chapter 15 Protection in Manhattan
--------------------------------------------------------
Korea Line Corp. filed for Chapter 15 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-10789) in the U.S. to bar creditors
from seizing its shipping vessels and bunkers at U.S. ports.

Receivers Jin Bang Lee and Byung Nam Choi estimated that the
Debtor has US$100 million to US$500 million in debts and assets as
of the Chapter 15 filing in Manhattan.

Korea Line is undergoing rehabilitation before the Seoul Central
District Bankruptcy Court (4th Division), Case No. 2011 Hoe-Hap
14, pursuant to the Korean Debtor Rehabilitation and Bankruptcy
Act.

James H. Power, Esq., U.S. counsel for the receivers, said the
Chapter 15 filing was necessary as other KLC creditors are
preparing to attach KLC assets that may now or in the future be
located in the United States.  He said that the procedures and
frequent use of maritime arrest and attachment favor pre-judgment
creditors seeking security for their claims.  Most of the assets
of KLC are vessels owned or chartered by KLC.  These assets are
engaged in global trade thereby potentially subjecting these KLC
assets to port calls at U.S.-based ports.

The receivers ask the U.S. Bankruptcy Court to immediately stay
remaining actions in which KLC is a defendant.  KLC is a defendant
to U.S. lawsuits filed by World Fuel Services (Singapore) Pte
Ltd., Asian Friendship Shipping Ltd., Odin Pacific Maritime Ltd.,
and Clipper Bulk Shipping.

Korea's second-largest operator of dry-bulk ships, already in
receivership in a Seoul court, expects to have a shortfall of
$35.9 million in March, and will be unable to cover expenses,
according to the filing.

The U.S. filing is necessary to stop creditors from seizing assets
that would prevent the company from continuing to trade, including
its vessels, Mr. Power, U.S. counsel for receivers of the Korea-
based bankruptcy.  "Furthermore, it is difficult for a company
undergoing debt reorganization such as KLC to post a bond to
secure the release of its property," Mr. Power said.

Under Chapter 15 of the bankruptcy code, foreign companies can
block U.S. lawsuits and organize U.S. creditors to help a main
reorganization in a foreign court.

Receiver Jin Bang Lee said that due to the global economic
recession caused by the global financial crisis of 2008, the
Baltic Dry Index steeply dropped from 11,793 as of May 2008 to
1,400 as of January 2011, which in turn caused KLC's operating
expenses such as fuel costs, port charges, etc., to exceed its
operating income, causing the business index to deteriorate
significantly.  In addition, many customers who had chartered
ships from KLC on a long-term basis did not pay the charter hires
or returned the chartered ships early, causing a substantial
increase in delinquent claims.

KLC's liquid assets as of January 2011 totaled US$60,655,000,
while the funds necessary for repayment of debts and opearting
expenses in February 2011 is US$186,964,000 and in March 2011,
US$170,163,000.   KLC's operating income will not be sufficient to
cover these amounts, with an expected shortfall of US$35,932,000
in March of 2011.

KLC applied for rehabilitation in Korea under the DBRA on Jan. 26,
2011.  The Korean court issued a stay order prohibiting attachment
and execution of KLC's property on Jan. 26, 2011.  Rehabilitation
proceedings commenced Feb. 15, 2011, with the appointment of the
receivers.

KLC joins time-chartered operators Britannia Bulk PLC, Armada
(Singapore) Pte Ltd. and Transfield ER Cape, which also commenced
insolvency proceedings, according to court filings.

Mr. Power can be reached at:

    James H. Power
    HOLLAND & KNIGHT, LLP
    31 West 52nd Street
    New York, NY 10019
    Tel: (212) 513-3200
    Fax: (212) 385-9010
    E-mail: james.power@hklaw.com

                      About Korea Line Corp.

Korea Line Corp. has been engaged in marine transport and port
logistics businesses since 1968.  Its head office is in Seoul
Korea and its representative offices are in Shanghai and
Singapore.  KLC is a publicly listed company on the Korean Stock
Exchange.  Its operations are centered in Korea and the vas
majority of its assets, shareholders and employees are located in
Korea.


KOREA LINE: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Petitioner: Jin Bang Lee

Chapter 15 Debtor: Korea Line Corporation
                   135-878 KLC Building
                   145-9 Samsun-dong, Gangam-gu
                   Seoul -South Korea

Chapter 15 Case No.: 11-10789

Type of Business: The Debtor is a company based in Korea that
                  provides marine transportation of freight and
                  cargo as well as real estate sales and leasing
                  services.

Chapter 15 Petition Date: February 25, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Petitioner's
Counsel:          James H. Power, Esq.
                  HOLLAND & KNIGHT, LLP
                  31 West 52nd Street
                  New York, NY 10019
                  Tel: (212) 513-3200
                  Fax: (212) 385-9010
                  E-mail: james.power@hklaw.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000


MEMC ELECTRONIC: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned to MEMC Electronic Materials,
Inc., a first-time B1 Corporate Family Rating, B1 Probability of
Default Rating and SGL-2 Speculative Grade Liquidity Rating.  The
outlook is stable.  Concurrently, Moody's assigned a B1 rating to
MEMC's proposed $500 million senior notes maturing 2019.  Net
proceeds will be used for general corporate purposes including
working capital, capital expenditures, construction of solar power
projects and acquisitions.  The assigned ratings are contingent on
the review of final documentation and no material change in the
terms and conditions of the debt transaction as advised to
Moody's.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1
* $500 Million Senior Notes due 2019 -- B1 (LGD-4, 54%)
* Speculative Grade Liquidity Rating -- SGL-2

                         Rating Rationale

The B1 CFR is supported by MEMC's leadership position as the third
largest global semi wafer manufacturer, fifth largest solar wafer
manufacturer and largest North American solar power developer.
The B1 rating considers MEMC's broad Materials product portfolio
supported by a strong history of R&D and technical expertise and
low-cost polysilicon feedstock and manufacturing facilities that
are located near customers' fabs.  The company maintains good
geographic diversity, a high quality customer base and an
increasingly integrated solar business, which are also factored in
the rating.

At the same time, the B1 CFR considers that MEMC operates in the
polysilicon semiconductor and solar wafer industry segments (i.e.,
Materials segments), which are characterized by strong
competition, intense pricing pressures, polysilicon supply/demand
dynamics and dependence on the volatile and cyclical semiconductor
and photovoltaic markets.  These concerns are further exacerbated
by MEMC's high customer concentration (i.e., top ten customers
account for 60% of total revenues) and potential volume shortfall
payments to suppliers on take-or-pay contracts.  The rating also
captures the ongoing challenges to develop new products, improve
manufacturing processes and reduce unit production costs given the
high fixed costs associated with MEMC's integrated and capital
intensive business.

The rating incorporates MEMC's transitioning business model which
stems from the 2009 acquisition and continuing integration of
SunEdison, a developer/operator that constructs solar energy
projects (i.e., Solar segment), and the potential risk that MEMC
may need to support SE's non-recourse project finance debt for
reputational reasons.  Moody's recognizes that the fast growing
and sizable solar market provides an opportunity to create a
"pull-through" by SE to drive demand for MEMC's solar wafer
production and a potential annuity-like income stream to offset
the more volatile Materials segments.  However, SE is expected to
be a drag on MEMC's operating performance in FY11 as a result of
operating losses and negative free cash flow generation.  In order
for SE to achieve the appropriate scale to contribute meaningful
EBITDA, MEMC will need to make sizable preliminary investments at
SE.  The rating recognizes that SE's solar projects will require
careful capital and risk management given that its project
financing strategies rely greatly on attracting third party
capital from a limited number of financial institutions and
private equity sponsors.

MEMC's SGL-2 speculative grade liquidity rating reflects the
company's good liquidity position supported by approximately
$850 million of pro forma cash balances (after expected working
capital and capex usage in Q1FY11) and a $250 million credit
facility maturing December 2012 ($138 million available as of
December 2010 net of outstanding L/Cs).  Moody's expectation for
negative FCF generation in FY11 is mitigated by Moody's
expectation that MEMC will maintain at least $750 million of
balance sheet cash in Q1FY11 ramping to $1.0 billion in Q4FY11,
plus access to its revolver.  In addition, Moody's assumes that
from time to time, SE may rely on MEMC's cash and revolver to
finance its solar projects on an interim basis.  Moody's expect
MEMC to remain in compliance with its bank financial covenants
over the next 12 months.

The stable outlook reflects Moody's expectation that over the next
12--18 months, MEMC will maintain its position as a leading
semiconductor and solar wafer manufacturer.  It also anticipates
that operating earnings and cash flows over the next year in the
Materials segments will continue to improve from 2009-10 levels
offset by operating losses and negative FCF in the Solar segment
as SE's solar power project business experiences rapid expansion.

Ratings could be upgraded if MEMC were to realize solar wafer
demand "pull-through" benefits from the integration of its solar
project development business, realize deferred revenue and cash
flow from prior solar system sales and increase SE's scale
resulting in meaningful positive EBITDA and FCF contribution,
improve MEMC's operating margins to a higher sustainable range
and/or reduce financial leverage to under 4.5x total debt to
EBITDA (Moody's adjusted to include non-recourse debt, capitalized
operating leases and underfunded pension) on a sustained basis.

Ratings may be downgraded if MEMC's revenues, margins and
profitability eroded as a result of a weakened competitive
position, contraction in industry demand, and/or deterioration in
polysilicon prices without a concomitant reduction in MEMC's
manufacturing costs.  Additionally, to the extent MEMC's Moody's
adjusted total debt to EBITDA rose above 6.0x for an extended
period, ratings could experience downward pressure.

Headquartered in St. Peters, Missouri, MEMC is a leading supplier
of polysilicon semiconductor and solar wafers to semiconductor
foundries, IDMs (integrated device manufacturers) and solar
cell/module manufacturers.  Through its SunEdison subsidiary, MEMC
also develops, constructs and operates solar energy power
projects.  Revenues and EBITDA (Moody's adjusted) for the twelve
months ended Dec. 31, 2010, were approximately $2.2 billion and
$203 million, respectively.


LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to April
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on April 11, 2011, at 1:30 p.m., to consider the
adequacy of the information contained in the Disclosure Statement
explaining the Plan of Reorganization filed by Las Vegas Monorail
Company on August 17, 2010.

The Disclosure Statement hearing was originally set for March 4,
2011, but was pushed back to April upon the Court's approval of
the agreement between Las Vegas Monorail and other parties to
continue the hearing.

The other parties consist of Wells Fargo Bank, N.A., in its
capacity as indenture trustee for the 1st Tier Bondholders, U.S.
Bank National Association as co-trustee and successor trustee for
the 2nd Tier Bondholders, the Director of the State of Nevada
Department of Business and Industry, Ambac Assurance Corporation
and The Segregated Account of Ambac Assurance Corporation, by its
Court Appointed Rehabilitator, the Office of the Commission of
Insurance for the State of Wisconsin, and Bombardier
Transportation Holdings USA, Inc.

Parties have until March 28, 2011, to file objections to the
Disclosure Statement.

At the April 11 hearing, the Court will also consider approval of
proposed solicitation procedures and a classification motion.
Papers filed in court note that a motion to terminate exclusivity
is off calendar.

                          Plan Terms

LVMC's Disclosure Statement relates that the primary objective of
the reorganization and restructuring under the Plan is to maximize
returns to those creditors entitled to recoveries from the estate.
The Debtor desires to achieve this objective through an
expeditious restructuring of, among other things, a Financing
Agreement, a 1st Tier Note, and certain other debt obligations of
the Debtor and other actions.

The Plan classifies claims filed against the Debtor in nine
classes:

Class  Description                        Estimated Amount
-----  -----------                        ----------------
  1     Other Priority Claims                        $1,806
  2     Other Secured Claims                         $1,700
  3     General Unsecured Claims         $5,000 to $175,000
  4     1st Tier Bond Secured Claims             $7,500,000
  5     1st Tier Bond Unsecured Claims         $445,000,000
  6     2nd Tier Bond Claims                   $158,749,493
  7     3rd Tier Bond Claims                    $48,500,000
  8     Director Claims                                  $0
  9     Subordinated Claims                              $0

Classes 1 and 2 are unimpaired and are deemed to accept the Plan,
while Classes 3, 4, 5, 6, 7, 8 and 9 are impaired.   Classes 3, 4,
5, 8 are entitled to vote on the Plan while Classes 6, 7, 9,
because they are deemed to reject the Plan, are not voting.

Class 1 claims will be paid in full in cash.

Class 2 claims will be paid in full in cash or otherwise left
unimpaired.

Class 3 claims will be paid a pro rata share of $175,000.

Class 4 claims will be entitled to amended and restated 1st Tier
Note for $7,500,000 to be delivered to the Director.

Class 5 claims will be entitled to an additional payment
obligation note for $11,000,000 to be delivered to the Director.

Class 6 claims will not any receive distribution and will be
subordinated to payment in full of 1st Tier Bond Claims.

Class 7 claims will not any receive distribution and will be
subordinated to payment in full of 1st Tier Bond Claims and 2nd
Tier Bond Claims.

Class 8 claims will participate in 1st Tier Bond Claims as
provided for in the Amended and Restated Financing Agreement and
1st and 2nd Tier Indenture.

Class 9 will receive no distribution.

On and after the Plan Effective Date, Reorganized LVMC will
continue to be managed by the existing managers, officers, and
directors under their existing employment agreements, if any,
and otherwise according to the terms and conditions that existed
on the date of the filing of the Plan, unless otherwise disclosed.

Reorganized LVMC will be responsible for the payment of all
Allowed Claims to be paid pursuant to the Plan which are not paid
on or before the Effective Date, as well as all Allowed
Claims, including Taxes and Professional Fees, incurred by the
Debtor and in operating its business and complying with the Plan
up to and including the Effective Date, whether due and payable
before or after the Effective Date.  Reorganized LVMC is
authorized without further order of the Bankruptcy Court to obtain
and effectuate the Working Capital Loan as the board of directors
of Reorganized LVMC determines in its business judgment.

On and after the Plan Effective Date, the initial board of
directors of Reorganized LVMC will be comprised of the five
individuals serving on the board of directors on the Confirmation
Date.  Thereafter, members of the board of directors will be
selected pursuant to Reorganized LVMC Organizational Documents.
The initial officers will be comprised of the individuals employed
as officers on the Confirmation Date.  The Debtor will disclose,
at or prior to the Confirmation Hearing, the identity of the
individuals.

                  Conditions to Effectiveness

Conditions precedent to the occurrence of the Plan Effective Date
are:

   (a) The Confirmation Order will be a Final Order;

   (b) No request for revocation of the Confirmation Order under
       Section 1144 of the Bankruptcy Code have been made, or, if
       made, will remain pending, including any appeal;

   (c) All documents necessary to implement the transactions
       contemplated by the Plan will be in form and substance
       reasonably acceptable to the Debtor and the Director; and

   (d) Sufficient Cash and other Assets will be set aside,
       reserved and withheld by the Debtor to make the
       distributions required to be paid on the Effective Date or
       within 60 days thereafter by the Bankruptcy Code and the
       Plan.

As of the Plan Effective Date, Reorganized LVMC will obtain
sufficient tail coverage under a directors' and officers'
liability insurance policy for the directors and officers of
the Debtor and Reorganized LVMC, as applicable for a period
of six years.  The Debtor will assume and, if applicable, assign
to Reorganized LVMC all of the D&O Liability Insurance Policies
pursuant to Section 365(a) of the Bankruptcy Code as of
the Effective Date.  Entry of the Confirmation Order will
constitute approval by the Bankruptcy Court of the Debtor's
assumption and assignment by the Debtor to Reorganized LVMC of
each of the D&O Liability Insurance Policies.  Notwithstanding
anything to the contrary contained in the Plan, Confirmation of
the Plan will not discharge, impair or otherwise modify any
indemnity obligations assumed by the assumption of the D&O
Liability Insurance Policies, and each indemnity obligation will
be deemed and treated as an Executory Contract that has been
assumed by the Debtor and assigned to Reorganized LVMC under the
Plan as to which no proof of Claim need be filed.

LVMC's Projected Financial Statements demonstrate that the Debtor
is capable of satisfying the obligations proposed under the Plan,
including the payment of amounts due under the Amended and
Restated 1st Tier Note and the Additional Payment Obligation Note.
The Plan further notes that, as can be seen from the Debtors'
filed monthly financial reports, the Debtor has generally
generated revenues and incurred expenses as anticipated.  As such,
the Debtor is capable of meeting all Cash demands under the Plan.

                      Liquidation Analysis

According to the Plan, the Debtor has determined that in a
liquidation under Chapter 7 of the Bankruptcy Code, the recoveries
for each Class of Claims would vary, but would not exceed the
projected recoveries under the Plan.

Specifically, the Liquidation Analysis estimates proceeds of
$12,925,000 would be available to Creditors in the event of
liquidation of the Debtor under Chapter 7, which, but for an
insignificant portion to be distributed to Holders of Allowed
General Unsecured Claims, would primarily be distributed to the
Director and the Director's assignee, the 1st Tier Trustee, in
full and final satisfaction of Claims arising under the Financing
Agreement and 1st Tier Note.

Under the Plan, however, the Director and the 1st Tier Trustee
will receive in full and final satisfaction of the Secured Claim
portion of the Claims arising under the Financing Agreement and
1st Tier Note the Amended and Restated 1st Tier Note for
$7,500,000, and will receive in full and final satisfaction of the
Unsecured Claim portion of the Claims arising under the Financing
Agreement and 1st Tier Note the Additional Payment Obligation Note
for $11,000,000.  Therefore, Holders of Class 4 and Class 5 Claims
will receive the same or better treatment under the Plan than they
would in a Chapter 7 liquidation.

Likewise, under the Plan, Holders of Class 3 General Unsecured
Claims will receive a distribution of 80%, up to a total of
$175,000 in payment of approximately $150,000 - $175,000
in total Class 3 Claims (excluding damages from Debtor's rejection
of Executory Contracts and Unexpired Leases and Disputed personal
injury claims), where in a liquidation, the Creditors would
receive an insignificant distribution.  The Class 8 Holder of
Director Claims will participate in the distributions to Holders
of Class 4 Claims and Class 5 Claims as provided for
in the Amended and Restated Financing Agreement and the 1st and
2nd Tier Indenture, and therefore will also receive better
treatment under the Plan than in a Chapter 7 liquidation.
Classes 6, 7, and 9 would receive nothing in the event of
distribution under either a Chapter 7 liquidation or the Plan,
and, therefore, would not receive more in liquidation than under
the Plan.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LENNY DYKSTRA: Bankr. Court Denies "Homestead Exemption"
--------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Lenny Dykstra lost his bid for a "homestead
exemption" for $75,000 worth of household goods and furnishings in
the Thousand Oaks, Calif., mansion that was sold out from under
him in bankruptcy court.  According to Ms. Brickley, Judge
Geraldine Mund listed a number of reasons for denying the
exemption, including the fact that the mansion "has been
essentially stripped of anything that can be removed including
appliances, electronics, light fixtures, plumbing, etc."

DBR relates alawyer for the Chapter 7 trustee did not respond
Friday to an invitation to talk about the status of Mr. Dykstra's
case.

DBR reports that Mr. Dykstra said Friday he still has hope of
pressing his predatory lending case over the home, acquired for
some $18.5 million at the height of the housing bubble.  Mr.
Dykstra contends Washington Mutual had put him into a loan he
couldn't afford, allegedly breaching consumer protection laws in
the process.  J.P. Morgan Chase & Co. picked up the loan when it
bought WaMu.

                        About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LEVEL 3 COMMS: Thomas Stortz to Retire on April 1
-------------------------------------------------
On Feb. 16, 2011, Thomas C. Stortz and Level 3 Communications, LLC
on behalf of its parent and affiliates entered into a Retirement
Agreement and General Release.  Level 3 Communications, LLC is an
indirect, wholly owned subsidiary of Level 3 Communications, Inc.
The Agreement confirms the retirement of Mr. Stortz effective
April 1, 2011.  In addition, as part of his retirement, Mr. Stortz
resigned all of his officer and director or manager positions with
each of the Company's subsidiaries.

So long as Mr. Stortz does not revoke the Agreement, and in
consideration of his years of service to Level 3 LLC and its
affiliates, notice provided with respect to his plan to retire and
his efforts in transitioning his responsibilities, subject to the
terms of the Agreement, Level 3 LLC will pay to Mr. Stortz no
later than June 6, 2011, a lump sum amount equal to $712,500,
which represents eighteen months of his base salary, less
withholding for federal and state taxes and less appropriate
payroll deductions.

In addition, Mr. Stortz will remain eligible for, the payment of
any discretionary bonus to Mr. Stortz for calendar year 2010
should the Compensation Committee of the Company's Board of
Directors determine to award Mr. Stortz a bonus for 2010, as
determined in its sole discretion.  Also, if Level 3 LLC pays a
discretionary bonus to its current employee base for calendar year
2011, Mr. Stortz will be eligible to receive twenty-five% of his
targeted bonus amount of $475,000, multiplied by the percentage to
which Level 3 LLC funds any such discretionary bonus for calendar
year 2011, less withholding for federal and state taxes and less
appropriate payroll deductions.

Mr. Stortz was granted certain outperform stock appreciation
rights, and consistent with the terms of the applicable master
award agreement, 1,032,247 OSO awards will be unvested and
outstanding as of April 1, 2011.  In accordance with the current
retirement benefit program and the terms of the applicable OSO
award agreement, these 1,032,247 unvested and outstanding OSOs
will not expire on April 1, 2011 and will remain outstanding.  As
of Feb. 17, 2011, the OSOs had a value of $335,642.

In accordance with the current retirement benefit program and the
terms of the applicable restricted stock unit award agreement, the
restrictions on his outstanding 773,779 restricted stock units or
RSUs shall all lapse on April 1, 2011.  The shares of common stock
issuable upon the RSU restrictions lapsing will not be issued to
Mr. Stortz until the expiration of that period of time as may be
necessary to meet the requirements of Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986, as amended.  As of Feb. 17,
2011, the shares of the Company's common stock underlying these
773,779 RSUs had a value of $1,091,028.

In exchange for the benefits offered in the Agreement, Mr. Stortz
provided to Level 3 LLC a general release with respect to any
claims arising out of his employment or retirement.

Mr. Stortz agreed, for a period of 12 months from April 1, 2011,
that he will not: (i) directly or indirectly solicit the services
of, induce away from employment with, or hire any employee of
Level 3 LLC or its affiliates during their employment with Level 3
LLC; (ii) solicit from any corporation, firm, or organization that
is a customer of Level 3 LLC any business, service, or product
that Level 3 LLC provides to that customer; or (iii) induce or
attempt to induce any customer, supplier, licensee or other
business relation of Level 3 LLC to cease doing business with
Level 3 LLC or interfere with the relationship between any such
customer, supplier, licensee or business relation and Level 3 LLC;
or (iv) without the express written consent of the Chief Executive
Officer or the Chief Operating Officer of the Company, which
consent will not be unreasonably withheld, directly or indirectly
engage in, own, manage, be employed by, assist, loan money to, or
promote business for any person or entity who or which is a
competitor of Level 3 LLC.

A full-text copy of the Retirement Agreement and General Release
is available for free at http://ResearchArchives.com/t/s?73f4

                        Consulting Agreement

On Feb. 16, 2011, Mr. Stortz and Level 3 LLC entered into a
Consulting Agreement, which will become effective on April 2,
2011.  The term of the Consulting Agreement will extend to April
1, 2012, unless earlier terminated.

In consideration for Mr. Stortz's complete and timely performance
of the services as agreed upon from time to time between Mr.
Stortz and the Company's Chief Executive Officer, the Company will
pay Mr. Stortz the sum of $50,000 per month for the month of
April, 2011, and $50,000 per month for each full month thereafter
for the term of the Consulting Agreement, subject to any quarterly
adjustment.  The Consulting Agreement provides that Mr. Stortz
will meet with the Company's Chief Executive Officer prior to each
calendar quarter during the term of the Agreement to discuss any
adjustment in Mr. Stortz's monthly compensation for the next
quarter, based upon the expectation of Mr. Stortz's services
during that quarter.  Any adjustment agreed will be effective for
the following quarter.  In addition, Mr. Stortz will receive a
quarterly award of 58,486 OSOs on July 1, 2011 and for each
calendar quarter thereafter for the term of the Consulting
Agreement, and a single award of 233,942 RSUs on July 1, 2011,
pursuant to the terms of separately executed OSO and RSU
agreements between Mr. Stortz and the Company.  Level 3 LLC will
also pay Mr. Stortz's reasonable out of pocket expenses incurred
in connection with the delivery of the services, consistent with
Level 3 LLC's expense reimbursement policies.

Mr. Stortz agreed to indemnify and hold harmless Level 3 LLC and
its officers, directors, agents and employees, from and against
any and all claims, demands, causes of action, losses, damages,
costs and expenses arising out of or relating to the Consulting
Agreement, except to the extent such claim, demand, cause of
action, loss, damage, cost and expense is caused solely by the
negligent acts or failures to act of Level 3 LLC, its officers,
directors, agents and employees, in which case Level 3 LLC will
indemnify Mr. Stortz for any Losses caused by Level 3 LLC's
negligent acts or failures to act.

Mr. Stortz agreed, that for a period of 15 months from April 1,
2011, he, or any of his employees, officers or directors, will
not: (a) directly or indirectly, solicit the services of, induce
away from employment with, or hire any employee of the Company or
its affiliates during their employment with the Company and for a
period of six months after they are no longer employed by the
Company, without the Company's prior written consent; or (b)
solicit, directly or indirectly, for himself or on behalf of a
third party any corporation, firm, or organization that is a
customer of the Company any business, service or product that the
Company is providing that customer.

In addition, Level 3 LLC may terminate the Consulting Agreement
for "cause."  For purposes of the Consulting Agreement "cause"
means Level 3 LLC's good faith determination that Mr. Stortz has
committed any of the following in breach of the Consulting
Agreement: (1) failure to provide the services as contemplated by
the Consulting Agreement; (2) conduct that is materially injurious
to Level 3 LLC or any of its affiliates; (3) fraud, theft or
embezzlement or any other material act of dishonesty with respect
to Level 3 LLC or its affiliates; (4) willful use or imparting of
any confidential or proprietary information of Level 3 LLC or an
affiliate; or (5) a felony or crime involving moral turpitude.

A full-text copy of the Consulting Agreement is available for free
at http://ResearchArchives.com/t/s?73f5

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


MAGIC BRANDS: Wants Plan Solicitation Period Extended to June 20
----------------------------------------------------------------
Deel, LLC, formerly Magic Brands, LLC, and its debtor affiliates
filed on Feb. 22, 2011, its third motion for the entry of an order
extending their exclusive solicitation period by approximately 90
days, from March 21, 2011, to June 20, 2011, to enable them and
the official committee of unsecured creditors, which has supported
the Plan, to focus on confirming the Plan.  The Debtors state that
their Plan is a liquidating plan, thus allowing the solicitation
of competing plans would achieve no benefit to creditors and
instead "would undoubtedly lead to significant delay and
additional administrative costs."

On Feb. 11, 2011, the Debtors filed an Amended Disclosure
Statement describing their consolidated Chapter 11 Plan of
Liquidation.  The disclosure statement hearing is scheduled on
March 21, 2011.  In the disclosure statement motion, the Debtors
requested an April 29, 2011 voting deadline and a May 12, 2011
confirmation hearing.

As reported in the Jan. 21, 2011 edition of the Troubled Company
Reporter, all secured claims and financing for the Chapter 11 case
were paid in full from the sale of most of the Debtors' assets to
Luby's Inc.  Magic Brands had sold its Fuddruckers stores and
franchise business to restaurant operator Luby's Inc. for
$63.5 million.

The Plan says unsecured creditors will be paid after creditors
with higher priorities are fully paid.  The Disclosure Statement
only says unsecured creditors would have a meaningful recovery.
There are blanks in the disclosure statement in connection with
the expected recovery of unsecured creditors and other creditors.
Subordinated creditors are to receive nothing unless unsecured
creditors are paid in full.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.

Magic Brands, which has changed its name to Deel LLC following the
Luby's sale, filed a liquidating Chapter 11 plan on Jan. 18.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said the
Disclosure Statement explaining the Plan indicated that unsecured
creditors should have a "meaningful recovery."  Mr. Rochelle said
there are blanks in the disclosure statement where creditors later
will be told the expected percentage of their recovery.

The Bankruptcy Court will convene a hearing on March 21, 2011, to
consider adequacy of disclosure statement explaining the Plan of
Liquidation.


MAJESTIC GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Majestic Group, LLC
        fdba Texoma Turf Farms, LLC
        fdba Texoma Plant and Tree Farms, LLC
        368 National Drive
        Rockwall, TX 75032

Bankruptcy Case No.: 11-31178

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Robert Thomas DeMarco, Esq.
                  DEMARCO-MITCHELL, PLLC
                  1255 W. 15th St., Ste 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.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/txnb11-31178.pdf

The petition was signed by David R. Clark, president/managing
member.


MERUELO MADDUX: Seeks to Toss Out a Rival Reorganization Plan
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Meruelo Maddux Properties
Inc. is asking a bankruptcy judge next week to toss out a rival
reorganization plan that calls for the ouster of Chief Executive
Richard Meruelo and the former treasurer of collapsed mortgage
lender Taylor, Bean & Whitaker Mortgage Corp. is slated to appear
in federal court to enter a plea agreement on federal criminal
charges.

                      About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MONEYGRAM INT'L: To Terminate Employee Deferral Accounts
--------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., upon
recommendation of the Human Resources and Nominating Committee,
amended and restated the MoneyGram International, Inc. Deferred
Compensation Plan, effective as of Feb. 16, 2011, to (1) terminate
all employee deferral accounts effective Feb. 16, 2011 and pay
each participant the balance of the participant's account in a
lump sum one year from termination and (2) cash out all employer
deferral accounts if and when the account balance falls below the
applicable dollar amount under Section 402(g)(1)(B) of the
Internal Revenue Code.

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

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

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2010, showed $5.12 billion
in total assets, $5.06 billion in total liabilities,
$999.35 million in mezzanine equity and a $942.48 million
stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MONTENAPO: Closes for Second Time Since Debut
---------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that Montenapo, the large Italian restaurant in the New York Times
building on Eighth Avenue, has closed for the second time since it
debuted 20 months ago.

The report relates that Gennaro Sbarro, who owns Salute at 270
Madison Ave. and several restaurants on Long Island, bought the
troubled eatery a year ago from hotelier Henry Kallan.  He was the
third owner for the restaurant.

"We've returned it to the landlord," Mr. Sbarro said, according to
Crain's.  "We tried our best to make this property work. I don't
think there is anyone to blame outside the economy."


MPM TECHNOLOGIES: To Sell 100% Shares of MPM Mining to CEO
----------------------------------------------------------
On Feb. 18, 2011, MPM Technologies, Inc., entered into a Purchase
Agreement with Michael J. Luciano, the Company's Chairman of the
Board of Directors, Chief Executive Officer and holder of a
majority of the Company's outstanding common stock.  Under the
terms of the Purchase Agreement, the Company proposes to sell to
Mr. Luciano 100% of the issued and outstanding shares of MPM
Mining Inc., the Company's wholly-owned subsidiary, in exchange
for:

   (i) cancellation of approximately $14 million of the Company's
       outstanding indebtedness;

  (ii) retirement of all shares of Company common stock currently
       held by Mr. Luciano; and

(iii) cancellation of all options to purchase Company common
       stock currently held by Mr. Luciano.

Closing is expected to occur on or before May 18, 2011 and is
subject to certain conditions and contingencies, including
agreement among the parties on final terms and provisions, receipt
of adequate financing by Mr. Luciano and receipt of shareholder
approval.  The Purchase Agreement may be terminated by mutual
written consent at anytime before closing or by either party in
the event the conditions to closing are not satisfied on or before
May 18, 2011.

On Feb. 18, 2011, MPM Technologies, Inc. entered into a Sales
Agreement with Carbon Cycle Investment LLC.  Under the terms of
the Sales Agreement, the Company proposes to sell to Carbon Cycle
Investment LLC 67% of the Company's authorized but unissued common
stock for $2,000,000.  Carbon Cycle Investment's plan is to
further develop MPM subsidiaries, AirPol, Inc. and Nupower, Inc.,
and add a new subsidiary that includes sustainable biofuel,
feedstock production and energy parks.  Closing is expected to
occur on or before May 18, 2011 and is subject to certain
conditions and contingencies and receipt of shareholder approval.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1,563,759 for 2009 from a net
loss of $1,717,511 for 2008.


MXENERGY HOLDINGS: Holds Call for Dec. 31 Qtr. Results
------------------------------------------------------
On Feb. 17, 2011, MXenergy Holdings, Inc. held a conference call
to discuss the Company's financial results for its fiscal quarter
ended Dec. 31, 2010.  Participants in the said conference call
were Philip Mittleman, MXenergy Holdings Inc. - Associate General
Counsel; Jeffrey Mayer, MXenergy Holdings Inc. - President & CEO;
and Chaitu Parikh MXEnergy Holdings Inc. - EVP & CFO.

"During the second half of fiscal year 2010 and the first half of
fiscal year 2011, we have focused on growth in new as well as in
some of our existing electricity markets where we have spotted
opportunities," Mr. Mayer said.  "This growth has the beneficial
impact of improving the seasonal cash flow associated with the
electricity business segment and to reduce risks associated with
commodity and geographic concentrations."

"We continue to work hard on stemming attrition, improving our
customer communications, branding and loyalty programs, and in
some cases, offering saver rates to loyal customers who contact us
with lower competitive offers," Mr. Mayer said during the
conference call.  "During the first half of fiscal year 2011, we
continued to develop marketing strategies for new markets that we
consider to be strong opportunities for growth.  In addition, we
continue to look for opportunities to grow in our existing
markets.  Among other things, we have focused on building customer
brand awareness and loyalty and enhancing the customer
experience."

A copy of the transcript of the Earnings Call is available for
free at http://ResearchArchives.com/t/s?7406

As reported in the Feb. 22, 2011 edition of the Troubled Company
Reporter, MxEnergy Holdings reported net income of $25.70 million
on $183.82 million of sales of natural gas and electricity for the
three months ended Dec. 31, 2010, compared with net income of
$18.22 million on $152.77 million of sales of natural gas and
electricity for the same period during the prior year.

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at Dec. 31, 2010 showed
$229.45 million in total assets, $139.71 million in total
liabilities and $89.74 million in stockholders' equity.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NO FEAR RETAIL: Files for Chapter 11 in San Diego
-------------------------------------------------
No Fear Retail Stores, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. S.D. Calif. Lead Case No. 11-02896)
in San Diego, California.

No Fear Retail estimated assets of $10 million to $50 million and
debts of up to $10 million as of the Chapter 11 filing.

The Debtors are part of a business enterprise that primarily
involves the retail and wholesale sale of casual apparel and
accessories as well as protective motocross equipment and
licensing of intellectual property rights.  Their corporate
offices and warehouse are located at 1812 Aston Avenue, Carlsbad,
California.


NO FEAR RETAIL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: No Fear Retail Stores, Inc.
        1812 Aston Avenue
        Carlsbad, CA 92008

Bankruptcy Case No.: 11-02896

Chapter 11 Petition Date: February 24, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: David S. Kupetz, Esq.
                  SULMEYER, KUPETZ, A PROFESSIONAL CORP
                  333 South Hope Street, 35th Street
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  E-mail: dkupetz@sulmeyerlaw.com

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

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

The petition was signed by Mark Simo, chief executive officer.

Debtor-affiliates filing separate Chapter 11 petitions on Feb. 24:

        Entity                        Case No.
        ------                        --------
No Fear MX, Inc.                      11-02897
Simo Holdings, Inc.                   11-02898

No Fear Real Estate's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Credit Cash NJ, LLC                Trade Debt           $1,194,807
605 Park Avenue, Sixth Floor
New York, NY 10022

Silver Triangle Industries         Trade Debt             $647,978
11211 Sorrento Valley Road, Suite 1
San Diego, CA 92121

McGladrey & Pullen, LLP            Trade Debt             $471,804
1455 Frazee Road, Suite 600
San Diego, CA 92108

Jamie Middleton                    Note Payable           $360,672
8102 North Mummy Mountain Road
Paradise Valley, AZ 85253

Fasken Martineau Dumoulin LLP      Trade Debt             $312,442
Toronto Dominion Bank Tower, Suite 4200
M5K 1N6 Toronto CAN

La Jolla Group, Inc.               Note Payable           $235,230

Latham & Watkins LLP               Trade Debt             $220,870

Jido & Juniar, Inc.                Trade Debt             $220,538

Tony Wanket Construction           Note Payable           $217,822

Reno Retail Company LLC            Lease Litigation       $200,000
                                   Settlement Agreement

SRH Productions                    Trade Debt             $149,063

Cygnus Sportswear, Inc.            Trade Debt             $148,104

UPS                                Trade Debt             $129,951

Robin Houston                      Note Payable           $101,274

Coastal Grand Myrtle Beach         Trade Debt              $88,488

Coba-Blackmore                     Trade Debt              $87,486

LFP Apparel, LLC                   Trade Debt              $86,921

Simi Valley Mail, LLC              Trade Debt              $75,447

Paradise Valley Mall SPE, LLC      Lease Litigation        $70,000

Ralph's Sportswear LLC             Trade Debt              $60,242


NORTEL NETWORKS: Gets June 30 Extension of CCAA Stay Period
-----------------------------------------------------------
Nortel Networks Corporation disclosed that it, its principal
operating subsidiary Nortel Networks Limited and its other
Canadian subsidiaries that filed for creditor protection under the
Companies' Creditors Arrangement Act (CCAA) have obtained an order
from the Ontario Superior Court of Justice (Canadian Court)
further extending, to June 30, 2011, the stay of proceedings that
was previously granted by the Canadian Court.  The purpose of the
stay of proceedings is to provide stability to the Nortel
companies to continue with their divestiture and other
restructuring efforts and to continue to work toward the
development of a plan of arrangement under CCAA.

The materials filed in the CCAA proceedings are available on the
Restructuring Document Centre of Ernst & Young Inc.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTH BAY: Obtains Final Authority to Use BofA Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered, on Feb. 17, 2011, its final order approving North Bay
Village LLC's emergency motion to use cash collateral to pay the
enumerated expenses in a budget, nunc pro tunc to March 25, 2010.

Within 5 days of the entry of the Court's order, the Debtor will
pay $1,250,000 from its cash assets, to the Lender.

Bank of America, N.A., in its capacity as Trustee for the
registered holders of Cobalt CMBS Commercial Mortgage Trust 2006-
C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
through its loan servicer CWCapital, LLC, asserts a lien in the
rents and income on the Debtor's property located at 26381 S.
Tamiami Trail, in Bonita Springs, Florida, constituting BofA's
cash collateral.

As adequate protection for the Lender's interests in the property,
including adequate protection against the diminution of the value
of the property and the related cash collateral, Lender is granted
replacement liens upon the property and all proceeds, products,
rents from the property, but excluding Debtor's causes of action
under Sections 544, 547, and 550 of the Bankruptcy Code.

                    About North Bay Village LLC

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- along with
its co-tenant, CKS Investment Company, LLP, acquired property
located at 26381, S. Tamiami Trail, Springs Florida, as tenants in
common by warranty deed dated July 1, 2003.  The Company filed for
Chapter 11 bankruptcy protection on Feb. 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as
counsel.  In its schedules, the Debtor disclosed $12,241,567 in
assets and $24,092,392 in liabilities.


NORTHFIELD INVESTMENTS: Files Plan Outline; March 30 Hearing Set
----------------------------------------------------------------
Northfield Investments, Inc., filed on Feb. 14, 2011, a disclosure
statement explaining its Plan of Reorganization.

The hearing to consider approval of the disclosure statement will
be held on March 30, 2011, at 9:30 a.m., at the Charles R. Jonas
Federal Building, 401 West Trade Street, Courtroom 126, in
Charlotte, N.C.

The last date to file and serve written objections to the
disclosure statement pursuant to Rule 3017(s) is fixed as
March 23, 2011.

Pursuant to the Plan terms, post-petition costs of administering
the case will be paid in full.

The Debtor's arrearages with Secured lender Wells Fargo Commercial
Mortgage in the approximate amount of $47,000 will be paid in
twelve equal monthly payments until paid in full.  No payment will
be made on default interest and penalties.

Regions Bank, which asserts a claim in excess of $3,000,000 which
the Debtor disputes, will be paid the lump sum of $125,000 in full
satisfaction of its claim upon the refinancing of its property no
later than Dec. 31, 2015.

General unsecured creditors, which the Debtor believes are owed in
the approximate amount of $260,000, will receive approximately
0.40 cents to the dollar.  Payments are to be made monthly over a
period of 60 months.

The equity security holder will retain his interest, but no
payment or other distribution will be made on account of his
equity interest until all payments provided for in the Plan with
the exception of monthly contract payments to secured lenders CW
Capital under Class 2 and Wells Fargo under Class 3 are paid in
full.

The Debtor will finance the Plan from its earnings.  Following
substantial consummation of the Plan, the Debtor will
deconsolidate such that North Regional I, LLC, will own 520
Eagleton Downs Drive, 601 Eagleton Downs Drive, and 10401 John
Price Road and North Regional II, LLC, will own 122000 Mt. Holly
Huntersville Road and 521 Eagleton Downs Drive.

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

      http://bankrupt.com/misc/NorthfieldInvestments.DS.pdf

                   About Northfield Investments

Pineville, North Carolina-based Northfield Investments, Inc. --
fka Regional Property Development Corp, Property Asset Development
Corp, North Regional I LLC, and North Regional II LLC - was
organized in 1987 for the purpose of developing commercial real
property.. It owns four (4) real properties in Chalotte, N.C., and
one property in Huntersville, N.C., all of which are leased or
partially leased.  The Company filed for Chapter 11 bankruptcy
protection on October 18, 2010 (Bankr. W.D. N.C. Case No.
10-33044).  Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC,
assists the Debtor in its restructuring effort.  In its schedules,
the Debtor disclosed $10,801,094 in assets and $13,071,273 in
liabilities.


PEANUT CORP: Sen. Leahy Seeks Update on Criminal Probe
------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Vermont Sen. Patrick Leahy, chairman of the Senate
Judiciary Committee, wrote a letter to U.S. Attorney General Eric
Holder earlier last week, seeking an update on the Justice
Department's criminal investigation into Peanut Corporation of
America.

Ms. Stech reports that the chapter 7 bankruptcy of Peanut Corp. is
still ongoing.  Ms. Stech relates that Chapter 7 Trustee Roy V.
Creasy explained that the Company has already put $12 million
toward personal injury claims filed by sickened peanut butter-
eaters and their families.  What remains -- slightly more than
$1 million -- will pay off trade creditors that Mr. Creasy
estimates are collectively owed hundreds of millions of dollars.

Mr. Creasy said Thursday, "There were some rather sizeable
claims."  He also said that major food packagers like Kellogg
Company spent money to pull potentially tainted products off the
shelves.

Following a nationwide outbreak of Salmonella poisoning that
reports say sickened more than 700 people and killed nine, Peanut
Corporation of America -- http://www.peanutcorp.com/-- filed a
Chapter 7 bankruptcy petition in February 2009 (Bankr. W.D. Va.
Case No. 09-60452).  The Company estimated its assets and
liabilities in the range of $1 million to $10 million at the time
of the filing.

In September 2010, Judge Norman Moon of the U.S. District Court
for the Western District of Virginia allowed Peanut Corp. settle
tort claims with more than two dozen victims of the 2008
salmonella outbreak at the company's facilities.  Under the
settlement, the Peanut Corp. trustee would distribute $12 million
to resolve tort claims arising from people who became ill or died
after eating salmonella-tainted peanut products.


PHILADELPHIA RITTENHOUSE: Fights to Stay in Chapter 11 Protection
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Philadelphia Rittenhouse
Developer LP is defending its right to remain under bankruptcy
protection, calling the company looking to knock it out of Chapter
11 a "predatory lender" that wants to trample other stakeholders'
rights.  The report relates that a lender, iStar Financial Inc.,
earlier this month challenged the petition filed by Philadelphia
Rittenhouse, the owner and operator of a 33-story luxury building
in downtown Philadelphia.

According to the report, iStar accused Philadelphia Rittenhouse of
launching the proceedings in a "bad faith" effort to side-step a
state court ruling assigning a receiver to take the reins in the
project, DBR notes.  Philadelphia Rittenhouse is firing back,
insisting it deserves to stay in the shelter of Chapter 11 and
taking direct aim at its adversary in the case.

"Chapter 11 was designed for cases such as this one: a
recalcitrant lender engaging in misconduct which jeopardizes the
rights of multiple creditors and stakeholders," Philadelphia
Rittenhouse said in papers filed with the U.S. bankruptcy court.

                  About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse Developer filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Philadelphia Rittenhouse filed a Chapter 11 petition on Dec. 30,
2010 (Bankr. E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


POINT BLANK: Seeks Approval of Consent Agreement With SEC
---------------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions filed with
the U.S. Bankruptcy Court a motion seeking approval of a consent
agreement with the Securities and Exchange Commission, limited
relief from the automatic stay, and the authority to de-register
as a public company.  The consent agreement will enable a
resolution of the causes of action that the SEC intends to assert
against Point Blank.

According to the motion, if this Court approves the consent
agreement, then the SEC will instead file a proposed Final
Judgment as to Defendant DHB Industries, Inc. n/k/a Point Blank
Solutions, Inc. which would completely resolve the SEC's claims
against Point Blank. Under the agreement, the SEC has agreed to
not seek any civil damages and penalties against Point Blank, the
complaint will be resolved as quickly as possible, and, if
approved, would save Point Blank and its creditors a significant
amount of money they would spend on legal fees.

The Court scheduled a hearing on the matter for March 10, 2011.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


QWEST COMMUNICATIONS: 2011 Qwest Management Bonus Plan Approved
---------------------------------------------------------------
On Feb. 21, 2011, the Compensation and Human Resources Committee
of the Board of Directors of Qwest Communications International
Inc. approved the structure of the 2011 Qwest Management Bonus
Plan.  The Company's Chairman and Chief Executive Officer (Edward
A. Mueller), the Company's Executive Vice President and Chief
Financial Officer (Joseph J. Euteneuer) and the Company's other
named executive officers (Richard N. Baer, Teresa A. Taylor and C.
Daniel Yost) are eligible to participate in the plan.  Target
bonus percentages for these executives under the plan are: 200%
for Mr. Mueller; 150% for Messrs. Baer and Euteneuer and Ms.
Taylor; and 100% for Mr. Yost.

The Company expects that bonuses under the plan will be paid as
soon as practicable after the completion of the merger between
Qwest and CenturyLink, Inc. or in the first quarter of 2012 if the
merger has not occurred before then.  If the merger occurs in
2011, bonuses will be prorated for the portion of the 2011 before
the merger.

The Qwest performance percentage is based on overall corporate and
business unit performance determined by the weighted average of a
combination of measures, which may include revenue, EBITDA, free
cash flow, segment revenue, segment income, capital expenditures,
network expense and imperatives depending on the department in
which the executive works.  The individual performance percentage
is based on an evaluation of overall executive performance by Mr.
Mueller.

A summary of the 2011 Qwest Management Bonus Plan is available for
free at http://ResearchArchives.com/t/s?73f6

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RADIENT PHARMACEUTICALS: Appoints R. Rooks to Board of Directors
----------------------------------------------------------------
Radient Pharmaceuticals Corporation announced it has appointed Dr.
Robert L. Rooks DVM, MS as an independent member to its Board of
Directors.

Dr. Rooks is the founder, and retired director of VCA All-Care
Animal Referral Center, in Fountain Valley, CA.  Under his
leadership, VCA has grown into an organization comprised of three
subsidiaries that include the All-Care Animal Referral Center, the
Animal Orthopedic Care Center, and the Animal Cancer Care Center.
Collectively, these centers are staffed by more than 25
veterinarians and 65 technicians who see over 30,000 patient cases
annually under Dr. Rooks' guidance.

In addition to his corporate endeavors, Dr. Rooks is very active
in the veterinarian community, providing state-of-the-art
continuing education programs for technicians and veterinarians in
Southern California.  His referral hospital holds regular seminars
and workshops for area veterinarians on a wide range of surgical
and medical topics, and routinely brings in experts to discuss
current issues, procedures, techniques, diseases and treatments,
all with the goal of building a stronger community of regional
veterinarian practitioners for the public.  As a part of this
work, Dr. Rooks initiated a publication called ARCives which is
distributed to technicians and veterinarians who refer clients and
patients to All-Care Animal Referral Center.

According to Douglas MacLellan, Executive Chairman and CEO of
Radient Pharmaceuticals, "We are honored to have someone with Dr.
Rooks' track record join RPC's Board of Directors and anticipate
he will provide valuable contributions to the Company in regards
to RPC's anticipated introduction  of our Onko-Sure(R) cancer test
into the veterinary market."

Dr. Rooks and All-Care have been featured in recent years in Money
and Forbes magazines and Dr. Rooks has appeared on CBS This
Morning and the Australian TV show "Talk to the Animals, Advances
in Veterinary Medicine" and the Agriculture USA television program
entitled "The Cutting Edge of Veterinary Medicine" which was
filmed in his hospital.

Dr. Rooks also commented saying, "I have been following RPC for a
long time and am impressed with their executive management team
and the progress they have made in restructuring the organization
and establishing a business strategy and plan to fully
commercialize its Onko-Sure(R) in vitro diagnostic cancer test.
It is clear this team is passionate, focused and understands the
importance of execution and I look forward to being an integral
part in the Company's long-term success."

In addition to his busy schedule at Animal Critical Care Center,
Dr. Robert Rooks devotes considerable time to the sled dog racing
industry.  He has served as the attending veterinarian for
numerous races including the well-known Iditarod and Beargrease
races.  He also has been active in his community in supporting the
use of pets in the rehabilitation of children in hospitals. For
these efforts, he received the Children's Hospital of Orange
County Hero of the Heart Award.

Dr. Rooks is a 1978 graduate of Iowa State University and a
Diplomate of both the American Board of Veterinary Practitioners
and the American College of Veterinary Surgeons.  Dr. Rooks
developed a surgical procedure and specialized implant for the
treatment for hip dysplasia in dogs and is co-author of Canine
Orthopedic' and the Veterinary Cancer Therapy Handbook:
Chemotherapy, Radiation Therapy, and Surgical Oncology for the
Practicing Veterinarian.  He is the past president of the Orange
County Chapter of The Southern California Veterinary Medical
Association and of the Animal Health Foundation and recipient of
the Iowa State University Outstanding Young Alumnus Award, AAHA
EXCEL Award, and highly prestigious Charles E. Bild Practitioner
of the Year Award.

                    About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RADLAX GATEWAY: Files 2nd Amended Plan; Unsecureds to Get $500,000
------------------------------------------------------------------
RadLAX Gateway Hotel, LLC, and RadLAX Gateway Deck, LLC, submitted
to the U.S. Bankruptcy Court for the Northern District of Illinois
on Feb. 15, 2011, a second amended joint Chapter 11 Plan.

The Plan provides for the sale of certain or substantially all of
the Debtors' assets.  The confirmation order will authorize: (a)
the dissolution of the Debtors, effective as of the effective
date; and (b) the filing of certificates of dissolution (or the
equivalent) with the Delaware Secretary of State.  On the
effective date, each of the manager and officers of the Debtors
will be deemed to have resigned from all of their respective
positions with the Debtors.

Under the Plan, the liquidating trust will be established to
receive on the effective date the effective date cash, the sale
proceeds and all other property of the Debtors not conveyed to the
Purchaser in accordance with the Asset Purchase Agreement.  The
The Liquidating Trust will also receive a total of $750,000 of
Creditor Profit Sharing Income, with $150,000 in Cash delivered to
the Liquidation Trustee within sixty (60) Days following the
expiration of the first Operating Year, $300,000 in Cash delivered
to the Liquidation Trustee within sixty (60) Days following the
expiration of the second Operating Year, and $300,000 in Cash
delivered to the Liquidation Trustee within sixty (60) Days
following the expiration of the third Operating Year.  All of the
assets delivered to the Liquidation Trustee will vest in the
Liquidating Trust when delivered free and clear of all Claims,
encumbrances and interests pursuant to section 1141 of the
Bankruptcy Code, but subject to the rights of Holders of Allowed
Claims to obtain the distributions provided for in this Plan.

                       Treatment of Claims

Class 3 - Lender Secured Claim - will receive: (a) the sale
         proceeds in cash after satisfaction in full of (i) any
         Allowed Administrative Claim of FBR Capital Markets & Co.
         and (ii) all Allowed Class 4 Claims; and (b) the balance
         of any Effective Date Cash (excluding Cash in the Real
         Estate Tax Escrow Reserve) after satisfaction in full of
         any Allowed Administrative Claims, any Allowed Priority
         Tax Claims, any Allowed Class 1 Claims, any Allowed Class
         2 Claims, any monetary cure amounts that are required to
         be paid to nondebtor parties to executory contracts and
         unexpired leases in connection with the assumption or
         assumption and assignment of such executory contracts and
         unexpired leases by the Debtors and, only to the extent
         that the Cash in the Real Estate Tax Escrow Reserve is
         insufficient, the Allowed Los Angeles County Tax
         Collector Claim.

Class 4 - Bonded Stop Notice Mechanic's Lien Claims - will receive
         in full satisfaction, settlement, release, the Sale
         Proceeds in Cash after satisfaction in full of any
         Allowed Administrative Claim of FBR.

Class 5 - Los Angeles County Tax Collector Claim - will receive
         the amount of unpaid allowed claim without interest in
         cash from the real estate tax escrow reserve.

Class 6 - General Unsecured Claims - will receive cash equal to
         its pro rata share of $500,000 of the creditor
         profit sharing income.  Distributions to Holders of Class
         6 General Unsecured Claims will be made as follows: (i)
         the first Cash distribution of $100,000 will be made
         within ninety (90) Days following the expiration of the
         first Operating Year, the second Cash distribution of
         $200,000 will be made within ninety (90) Days following
         the expiration of the second Operating Year, and the
         third Cash distribution of $200,000 will be made within
         ninety (90) Days following the expiration of the third
         Operating Year.

Class 7 - Lender Deficiency Claim - will receive $250,000 in
         Cash from the Creditor Profit Sharing Income.

Class 8 - Interests - will not receive or retain any property
         under the Plan on account of its interests.  On the
         effective date, all interests will be canceled.

Class 9 - Insider Claims - will not receive or retain any property
         under the Plan on account of the insider claims.  On the
         effective date, all insider claims will be extinguished.

Classes 3, 4, 5, 6 and 7 are impaired under the Plan and entitled
to vote to accept or reject the Plan.  Classes in 8 and 9 are
conclusively presumed to have rejected the Plan in respect of
their Interests or Claims.

A full-text copy of the second amended Plan is available for free
at http://bankrupt.com/misc/Radlax.2ndAmendedPlan.pdf

                 About RadLAX Gateway Hotel

RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles
International Airport.  Affiliate River Road Hotel Partners, LLC,
developed and manage the InterContinental Hotel Chicago O'Hare
located in Rosemont, Illinois.  Both are ultimately controlled
owned by Harp Group.

RadLAX Gateway Hotel, LLC, and RadLax Gateway Deck, LLC, filed for
Chapter 11 on Aug. 17, 2009 (Bankr. N.D. Ill. Case No 09-30047),
estimating assets at $50 million to $100 million.

River Road and its affiliates filed for Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


RAILAMERICA INC: Repurchase Program Doesn't Move Moody's B1 Rating
------------------------------------------------------------------
Moody's views RailAmerica Inc.'s recently announced share
repurchase program as a negative credit event.  This program will
direct capital away from debt repayment and investments in favor
of increasing shareholder returns.  However, as the program is
expected to be implemented over time and to be funded with free
cash flow rather than with incremental debt, it does not impact
RailAmerica's ratings (corporate family rating of B1), nor its
stable outlook.

The last rating action was on June 15, 2009, when Moody's assigned
an B1 corporate family rating to RailAmerica, Inc.


REAL MEX: CEO and Chairman Rivera to Retire Effective April 1
-------------------------------------------------------------
On Feb. 18, 2011, Richard E. Rivera, chairman and chief executive
officer of Real Mex Restaurants, Inc., under the terms of his
contract, announced his retirement effective April 1, 2011.  The
Board of Directors thanks Mr. Rivera for his service and has
initiated a search for Mr. Rivera's replacement.

                           About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

The Company's balance sheet at Sept. 30, 2010, showed
$287.51 million in total assets, $248.57 million in total
liabilities, and stockholder's equity of $38.93 million.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.

At the end of August 2010, Moody's said the 'Caa2' CFR continues
to reflect the challenges Real Mex will face to reverse its
revenue decline primarily driven by the ongoing, albeit somewhat
decelerated, negative same store sales trend, in a very difficult
operating environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.


REFCO INC: Final Hearing on Grant Thornton Settlement Set March 11
------------------------------------------------------------------
Judge Jed S. Rakoff of the U.S. District Court for the Southern
District of New York has scheduled a hearing for March 11, 2011,
at 4:00 p.m., to consider the fairness and reasonability of Lead
Plaintiffs RH Capital Associates LLC and Pacific Investment
Management Company LLC's proposed settlements with Grant Thornton
LLP and with Joseph J. Murphy, Dennis A. Klejna and William M.
Sexton.

Grant Thornton is the former outside auditor of Refco LLC.
Messrs. Murphy, Klejna, and Sexton are former officers of Refco.

The parties are involved in a consolidated securities class action
initiated by Lead Plaintiffs RH Capital and Pacific Investment, In
re Refco, Inc. Securities Litigation, 05-Civ.-8626, originally
commenced in 2005 and currently pending in the U.S. Bankruptcy
Court for the Southern District of New York under Judge Jed S.
Rakoff.  The Class Action is filed on behalf of persons and
entities who purchased or otherwise acquired Refco Notes and/or
Refco Stock during the period July 1, 2004 through and including
Oct. 17, 2005.

The Lead Plaintiffs have reached a $25,000,000 settlement with
Grant Thornton, and a $300,000 settlement with the Refco former
officers.

The $300,000 Officers Settlement is composed of a $150,000 payment
by Mr. Murphy, who was an Executive Vice President of Refco
responsible for global marketing; a $100,000 payment by Mr.
Sexton, formerly Refco's Executive Vice President and Chief
Operating Officer; and a $50,000 payment by Mr. Klejna, formerly
Refco's Executive Vice President and General Counsel.

The Lead Plaintiffs filed papers with the Court on February 4,
2011, in support of the final approval of the proposed settlements
with Grant Thornton LLP and with the Former Officers;
authorization to apply the previously approved Plan of Allocation
of the settlement proceeds to these additional settlements; and
final certification of the settlement class as to these
defendants.

Lead Counsel to the securities class, Grant & Eisenhofer P.A. and
Bernstein Litowitz Berger & Grossman LLP also filed papers in
support of their motion for attorneys' fees and reimbursement of
expenses.

In court papers, the Lead Plaintiffs related that they negotiated
both of the Additional Settlements with a thorough understanding
of the strengths and weaknesses of the claims asserted against
each of the Settling Defendants.  The Additional Settlements were
agreed to only after Lead Counsel had reviewed and analyzed tens
of millions of pages of documents produced in discovery; had taken
or participated in over 100 depositions of fact witnesses in the
Action; and had consulted extensively with experts in the fields
of accounting, damages and market efficiency, the Lead Plaintiffs
stated.

Moreover, Lead Counsel averred that they are of the opinion that
the recoveries achieved in the Additional Settlements are
excellent in light of the potential risks of further litigation
and the expense of pursuing the Action against the Settling
Defendants through a trial and the appeals that would inevitably
follow.

Together with the approximately $342 million received in the
previously approved settlements and the more than $40 million in
restitution funds that will be distributed to the Settlement
Class, the Additional Settlements bring the total recovery amount
for the benefit of the Settlement Class to over $407 million.

"This return of more than 41% of the class's highest possible
damages claim is a truly excellent level of recovery for the
Settlement Class," Lead Counsel asserted.

Moreover, if the Court approves the Additional Settlements, the
Refco Securities Action will be finally resolved as against all
defendants in the Action, Lead Counsel pointed out.

                 Lead Counsel's Fees & Expenses

In connection with the Additional Settlements, Lead Counsel also
seeks an award of attorneys' fees equal to $4,532,273.27, plus
reimbursement of litigation expenses in the amount of $120,704.06
which were not reimbursed in connection with the Initial
Settlements, with interest on those fees and expenses from the
date of funding at the same rate as earned by the settlement
funds.  The $4,532,273.27 attorneys' fee request was derived as
follows:

                                        Net
            Settlement   Unreimbursed  Settlement
Settlement     Amount     Expenses     Amount   Fee%  Fee Request
----------   ---------   ----------  ---------  ----  -----------
Grant Thornton  $25-mil.  $119,273  $24,880,727  18%   $4,478,531
Settlement

Officers       $300-K      $1,431     $298,539   18%      $53,742
Settlement
----------   ---------   --------  -----------   ---   ----------
  TOTAL       $25.3-mil.  $120,704  $25,179,296         $4,532,273
              ==========  ========  ===========         ==========

Approval of the Additional Fee Award would bring Lead Counsel'
total attorneys' fees in the Securities Action to $45,309,814.27,
which is approximately 12.3% of the total settlement amount.

Lead Counsel notes that the percentage fee sought is on the low
end of the range typically awarded in class actions in U.S.
courts.  Lead Counsel adds that it undertook a dogged pursuit of
complex claims on behalf of the Settlement Class, spanning five
years and more than 134,700 hours devoted by its attorneys and
other professionals.  Lead Counsel also advanced million of
dollars in out-of-pocket expenses over the course of the
litigation.  "[These facts] strongly support a finding that the
Additional Fee Award is fair and reasonable," Lead Counsel
maintains.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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

REFCO INC: Plan Administator Makes 4th Distribution
---------------------------------------------------
The Plan Administrator of Reorganized Refco Inc. and certain of
its subsidiaries, including Refco F/X Associates, LLC, notified
parties-in-interest that it intends to make a fourth distribution
to the holders of Allowed Class 5(a) FXA General Unsecured Claims.

The aggregate distribution to be made pursuant to the Fourth FXA
General Unsecured Distribution Notice, filed with the Court on
Feb. 22, 2011, will be approximately $4.2 million.  Appropriate
reserves will continue to be maintained as required or necessary.

FXA's customer list, and thus the name of each of the claimants
receiving the Fourth FXA General Unsecured Distribution, is
confidential and proprietary information.  Accordingly, the Plan
Administrator has not included with the Notice a schedule
detailing each claimant and its corresponding distribution amount.

The Plan Administrator filed its previous three notices of FXA
General Unsecured Distribution on Sept. 25, 2007, April 1, 2008,
and July 28, 2008.  Pursuant to the Third FXA General Unsecured
Distribution, the Plan Administrator made catch-up distributions
to approximately 116 holders of Allowed Class 5(a) FXA General
Unsecured Claims whose claims were resolved and allowed by Court
orders entered after the First FXA General Unsecured Distribution
and the Second FXA General Unsecured Distribution had already been
made.

The Plan Administrator reserves the right to withhold
distributions to claimants where necessary to comply with
applicable non-bankruptcy laws and regulations.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Togut Makes Distribution for "Other Allowed Claims"
--------------------------------------------------------------
Albert Togut, as Chapter 7 Trustee for Refco LLC, notified
parties-in-interest on Feb. 14, 2011, that he intends to make
an interim distribution on account of "other allowed claims,"
involving the compromise and settlement of various intercompany
claims, of all of the estate's right, title and interest in and
to:

  (i) that certain proof of claim in the amount of $254,781
      filed by Refco LLC in the Chapter 7 case of Hasan Merchant
      and Sheri Merchant currently pending in the United States
      Bankruptcy Court for the Northern District of Illinois,
      Case No. 04-23771 (ABG), which claim was originally filed
      on January 31, 2005 and assigned Claim No. 83-1; and

(ii) the following default judgments obtained by the Trustee in
      adversary proceedings commenced in Refco LLC's bankruptcy
      case:

                                                       Amount of
        Defendant                       Adv. Pro. No.  Judgment
        ---------                       -------------  --------
        Ceres, Inc.                         07-03112    $15,519
        Frontier Risk Management, Inc.      07-03115    126,647
        Holmes Commodities                  07-03117     13,341
        John and Susan Wright               07-03103    116,937
        Joseph Zieske                       07-03120     14,034
        JP Morgan Futures, Inc.             07-03105     10,817
        Kevin Fuchs                         07-03098     30,008
        Robert L. Mullane                   07-03101     34,256
        Stieren Mercantile                  07-03121     26,810
        W.G. Lucas Futures & Realty Trade   07-03108     95,798

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REVEILLE RESOURCES: Has Court's Interim Nod to Use Cash Collateral
------------------------------------------------------------------
Reveille Resources (Texas), Inc., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to use the cash collateral until March 20, 2011.

The Debtor entered into a certain credit agreement with Guggenheim
Corporate Funding, LLC, as administrative agent for the lenders
thereto, which was subsequently amended and restated on Dec. 10,
2009.  The Debtor acknowledges that as of Feb. 15, 2011, it was
indebted to GCF for an aggregate amount of $46,912,772.61.

The Debtor acknowledges that all of the cash of the Debtor in
existence on the Petition Date, other than cash due to royalty
owners, and all of the cash that is acquired by the Debtor
thereafter, constitutes cash collateral.  The Debtor further
acknowledges that all of the cash collateral in existence on the
Petition Date is held by GCF, for the benefit of the lenders.

Sara Mya Keith, Esq., at Okin Adams & Kilmer LLP, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, GCF, for the benefit of
the Lenders, is granted continued, valid, binding, enforceable,
non-avoidable and automatically and properly perfected first
priority security interests in and liens on all prepetition
collateral.  GCF is also granted a superpriority claim.

As adequate protection to any other secured creditor of the estate
that may exist for any diminution in value that may result from
the Debtor's use of cash collateral, the secured creditor is
granted a replacement security interest and lien in the Debtor's
postpetition assets that are subject to its existing prepetition
liens and security interests with the same scope, validity, and
priority as held by the secured creditor as of the Petition Date.

Mission Vacuum & Pump Truck, J&R Valley Oil Field Services, Inc.,
and Rio Oil Field Services filed their joint objection to the
Debtor's use of cash collateral, saying that the money now in the
cash accounts is directly attributed to the services provided by
Mission, J&R, and Rio, to which they have a perfected security
interest in by way of the services were performed on oil and gas
properties.  Mission, J&R, and Rio were induced into providing the
services and placing their equipment on site when it was known to
the Debtor that they weren't in a financial position to operate
the wells.

Mission, J&R, and Rio are represented by Rolando Cantu and
Associates P.L.L.C.

Greehey & Co., Ltd., a working interest owner in several oil and
gas wells and leases in Hidalgo, Starr, and Willacy Counties,
Texas, also filed an objection to the Debtor's request to use cash
collateral.  The Debtor is the operator of the wells.  Greehey
claimed that the Debtor wrongfully withheld over $405,913.50 of
Greehey's revenues derived from well production and continues to
receive and wrongfully withhold Greehey's revenues.  "The Debtor
has caused Greehey to lose substantial additional funds through
Debtor's breach of certain agreements, including a purchase sale
agreement," Greehey stated.

The Court has set for March 22, 2011, at 10:45 a.m. (Central Time)
the final hearing on the Debtor's request to use cash collateral.

                     About Reveille Resources

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.


ROBB & STUCKY: Court OKs Hudson Group-Led Auction on March 7
------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has approved Robb & Stukcy Limited
LLLP's proposed procedures for the sale of substantially all of
the Debtor's assets.

The sale price will be determined by a physical inventory of the
locations and the SKUs for merchandise located at the Debtor's
distribution centers.

The Debtor entered into a stalking horse agreement with a joint
venture comprised of Hudson Capital Partners, LLC, and HYPERAMS,
LLC.  The joint venture, as the stalking bidder, will serve as
agent for the liquidation of substantially all of the Debtor's
assets, subject to higher and better offers received at an
auction.  A copy of the Stalking Horse Agreement is available for
free at:

  http://bankrupt.com/misc/ROBB& STUCKY_stalking horse pact.pdf

The Debtor proposed a payment of a combined expense reimbursement
and break-up fee of $475,000 to the Stalking Horse Bidder, in the
event that the Stalking Horse Bidder won't be the winning bidder.

Bidders will be required to submit good faith deposits with the
Debtor by March 4, 2011, at 4:00 p.m. (prevailing Eastern Time).
The Good Faith Deposits will be equal to 10%% of the cash purchase
price of the bid, or of the Guaranteed Amount, as the case may be,
subject to the Debtor's right to modify the requirement.  Good
Faith Deposits of all bidders will be held in a separate interest-
bearing account for the Debtor's benefit until the Successful
Bidder consummates its transaction.  If a Successful Bidder fails
to consummate an approved sale because of a breach or failure to
perform on the part of such Successful Bidder, the Debtor will not
have any obligation to return the Good Faith Deposit deposited by
the Successful Bidder, and the Good Faith Deposit will irrevocably
become property of the Debtor.

If for any reason the Successful Bidder(s) fails to consummate the
sale transaction(s) or any part thereof, the offeror of the second
highest or best bid will automatically be deemed to have submitted
the highest or best bid and to the extent the offeror and the
Debtor consents, the Debtor and the offeror are authorized to
effect a transaction with the offeror(s) as soon as is
commercially reasonable.

The Sale will commence at the inventoried locations on the first
day after entry of approval by the Court, which will be entered no
later than March 15, 2011.  The Agent will complete the Sale, and
will vacate each Inventoried Location's premises in favor of the
Debtor or its representative or assignee on or before June 30,
2011.

If the Debtor receives another offer, an auction will be conducted
on March 7, 2011, at 10:00 a.m. (prevailing Eastern Time).  During
the auction, the next bid will provide the Debtor incremental
value of at least $625,000.

Objections to the sale of the Assets must be filed by March 4,
2011, at 4:00 p.m. (prevailing Eastern Time).

The sale approval hearing will be held on March 8, 2011, at
1:00 p.m. (prevailing Eastern Time).

As soon as practicable after the Debtor ascertains which contracts
and leases will be assumed and assigned (if any), but no later
than March 5, 2010, the Debtor will file an assignment schedule
with the Court and serve the assignment schedule on the non-debtor
counterparties to those contracts and leases.  Objections to the
assumption and assignment of any contract or lease identified on
the assignment schedule must be filed with the Court and be
actually received by the objection notice parties no later than
March 7, 2011.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.


ROBB & STUCKY: DIP Financing & Cash Collateral Use Has Interim OK
-----------------------------------------------------------------
Robb & Stucky Limited LLLP sought and obtained interim
authorization from the Hon. Caryl E. Delano of the U.S. Bankruptcy
Court for the Middle District of Florida to obtain postpetition
secured financing and other extensions of credit from Bank of
America, N.A.

The DIP Lender has committed to provide up to $25 million
secured revolving credit facility, which will be secured by all
personal property of Debtor.  The commitment will terminate on
April 22, 2011.  A copy of the DIP financing is available for free
at http://bankrupt.com/misc/ROBB_&_STUCKY_dipfinancingpact.pdf

Jordi Guso, Esq., at Berger Singerman, P.A., explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The DIP facility will incur interest at (A) the greatest of
(i) DIP Lender's Prime Rate for such day; (ii) the Federal Funds
Rate for the day, plus 0.50%; or (iii) LIBOR Rate for a 30 day
interest period as determined on such day, plus 1.0%, plus
(B) 3.25%.  In the event of default, the Debtors will pay an
additional 2% default interest per annum.

The DIP Lender will receive a fully perfected, first priority
security interest in all of the existing and after acquired
personal property of Debtor, and all substitutions, accessions and
proceeds of the foregoing, wherever located; provided, however,
that the DIP Liens should not attach to avoidance claims and
avoidance proceeds.

As provided by the express terms of certain intercreditor
agreements and subordination agreements, the DIP Liens will prime
and will be senior in priority to all prepetition and replacement
liens in favor of certain contractually subordinated creditors.

                            Cash Collateral Use

Mr. Guso said that the Debtors will also use the Cash Collateral
to provide additional liquidity.

The Debtor is a party to a senior secured credit facility provided
by Bank of America pursuant to the loan agreement dated as of
Sept. 19, 2000.  The Prepetition First Lien Secured Obligations
are secured by first priority liens and security interests on
substantially all of the Debtor's assets.  As of the Petition
Date, the Debtor was indebted to the Prepetition First Lien Lender
in the approximate amount of $ 20 million.  The Prepetition First
Lien Lender is granted replacement liens in and to all of the
collateral as partial adequate protection to Prepetition First
Lien Lender to the extent of any decrease in value of the BofA
Pre-Petition Liens caused by Debtor's use, consumption, sale,
collection or other disposition of any Prepetition collateral.
The BofA Replacement Liens will be senior in priority to the DIP
Liens and all contractually subordinated liens.


The Debtor is a party to a secured credit facility provided by
CIRS Financing, LLC, and CIRS Management, LLC, pursuant to the
(a) secured note and option purchase agreement dated as of
Sept. 30, 2009, and (b) secured note and option purchase
agreement dated as of Oct. 20, 2010, consisting of two senior
secured second lien term loans in the aggregate amount of
approximately $13.5 million.  As of the Petition Date, the Debtor
was indebted to the Prepetition Second Lien Lender in the
approximate amount of $ 13.50 million.  The Prepetition Second
Lien Lender is granted replacement liens in and to all of the
collateral that is of the same type and nature as the prepetition
collateral as partial adequate protection to the Prepetition
Second Lien Lender to the extent of any decrease in value of the
the Prepetition Second Lien Lender Liens caused by Debtor's use,
consumption, sale, collection or other disposition of any
Prepetition collateral.  The Prepetition Second Lien Lender
Replacement Liens will (i) be junior in priority to the BofA Pre-
Petition Liens, the DIP Liens, and the BofA Replacement Liens, and
(ii) be senior in priority to the Investor Replacement Liens.

The Debtor is a party to a secured loan facility provided by
Clive Lubner, the Bob and Linda Taylor Foundation, Inc., Fred
Berkelbaugh, Entrust Freedom, LLC f/b/o Allen G. Ten Broek,
Robert F. Anderson Irrevocable Trust u/a/d, Curtis Bostick, Daniel
Lubner, Brian F. Crowley, J. Robert Gould and Lawrence Cunningham
pursuant to a Purchase Agreement dated as of Sept. 30, 2009, under
which the Prepetition Third Lien Lender advanced $2.50 million to
the Debtor.  As of the Petition Date, the Debtor was indebted to
the Prepetition Third Lien Lender in the approximate amount of
$2.50 million.  The Investors are granted replacement liens in and
to all of the collateral that is of the same type and nature as
the Prepetition collateral as partial adequate protection to the
Investors to the extent of any decrease in value of the Investor
Liens caused by Debtor's use, consumption, sale, collection or
other disposition of any prepetition collateral.  The Investor
Replacement Liens will be junior in priority to the BofA
Prepetition Liens, the DIP Liens, the BofA Replacement Liens, the
Collier Liens and the Collier Replacement Liens.

JBC Investments, Inc., may assert a judgment lien against certain
assets of the Debtor, pursuant to an alleged judgment entered on
Jan. 13, 2011, against Debtor by a Florida state court.  On
Feb. 10, 2011, JBC filed a garnishment action against BofA, as
garnishee, styled JBC Investments, Inc. v. R & S Home of
Fine Decorators, LLC and Robb & Stucky Limited LLLP, Bank of
America Corporation, Garnishee, Case No. 08-51681 (02), In the
Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida.  In response to the Garnishment Action,
BofA has set aside $157,400 in proceeds of prepetition collateral.
Neither Debtor nor BofA concedes that JBC has any valid, effective
or unavoidable judgment lien or other interest in the Garnishment
Reserve Funds.  BofA asserts that its security interest in the
Garnishment Reserve Funds is senior in priority to the interest
of JBC (if any) therein, and each of Debtor and BofA reserves
all of its rights, remedies, claims and defenses with respect
to any claim or lien that has been or may be asserted by JBC.
The Garnishment Reserve Funds will continue to be held by BofA
pending further order of the Court, subject to all liens and
security interests that may have existed with respect to the
Garnishment Reserve Funds on the Petition Date, with all of the
liens and security interests to have the same validity, extent,
and priority as existed with respect to the Garnishment Reserve
Funds as of the Petition Date.  Debtor will segregate and will
not sell or otherwise dispose of any of the Specified Inventory,
absent further order of the Court, and no lender will be liable to
Debtor or any Specific Inventory Creditor if Debtor inadvertently
sells any Specified Inventory and remits the proceeds thereof to
the lender.

Lenders will be entitled to apply all cash collateral (excluding
the Garnishment Reserve Funds) to the Prepetition First Lien Debt
or the DIP Obligations.  The Debtor will cause all proceeds of
collateral to be promptly deposited in an account designated by
DIP Lender.  Prior to the deposit of cash collateral to the
Dominion Account, the Debtor will be deemed to hold such proceeds
in trust for the benefit of Lenders.

                          Final Hearing

The Court has set a final hearing for March 8, 2011, at 1:00 p.m.
on the Debtor's request to obtain DIP financing and use cash
collateral.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.


ROBB & STUCKY: Has Court's Interim Nod to Pay Critical Vendors
--------------------------------------------------------------
Robb & Stucky Limited LLLP sought and obtained interim
authorization from the Hon. Caryl E. Delano of the U.S. Bankruptcy
Court for the Middle District of Florida to pay, at the Debtor's
discretion, all or a portion of the prepetition claims of certain
vendors that are critical to the operation of the Debtor's
business.

Critical Vendor Claims include obligations to certain vendors that
do not have contracts with the Debtor, or other vendors who may
limit or suspend performance or supply of goods to the Debtor.
The Debtor undertook a lengthy process to identify possible
Critical Vendors.

The Critical Vendors also include approximately 167 installers who
provide services to the Debtor's customers.  The services provided
by the Installers include the installation of wall treatments,
draperies and flooring.  In many cases, the Installers are holding
goods that belong to the Debtor or the customer. Installers are
paid progress payments based on the level of work that is
completed.  Certain of the Installers may claim materialmen or
possessory liens on the goods in their possession or in the goods
of the customer as security for the amounts owed to them by the
Debtor.  Materialmen's liens on goods in their possession, or on
goods of the customers, damage the goodwill of the Debtor and
significantly impair the ability of the Debtor to stabilize and
maximize the value of its enterprise as a going concern.  The
Debtor is also authorized to pay, on an interim basis, the claims
of installers.

The Debtor sought to pay prepetition claims of these Critical
Vendors:

             Marge Carson                       $863,780
             E. J. Victor                       $412,548
             Vanguard                           $358,485
             Hancock & Moore                    $340,054
             Artistica Metal Designs            $247,938
             Burton James                       $192,374
             E Kluft                            $142,016
             Thomas & Gray                      $128,419
             Rosenbaum Fine Art                 $112,575
             Paladin Industries                  $75,018
             Design Iinstitute Amer              $63,168
             J Black Design                      $31,826
                                                --------
             Total                            $2,968,201

Any Critical Vendor that is paid will continue to provide the
Debtor with the same goods or services, upon the same terms, as
they provided prior to the Petition Date.

The Debtor said that Critical Vendors are essential because
(a) they are sole-source manufacturers of merchandise that make up
the "Robb & Stucky Originals" furnishings, or (b) they provided
services that are essential to the delivery and installation of
products purchased by customers of the Debtor.  "If the Critical
Vendors do not receive payment on account of their Critical Vendor
Claims, the Critical Vendors will likely terminate or disrupt the
services they provide to the Debtor.  The termination or
disruption in the provision of these goods or services will result
in material harm to the Debtor and its estate.  The Debtor's
business operations and the value of its enterprise are directly
dependent upon the continued provision of goods and services to
the Debtor's customers," the Debtor stated.

The Debtor reserves the right to negotiate new trade terms with
any Critical Vendor as a condition to payment of any Critical
Vendor Claim.

Lenders CIRS Financing LLC and CIRS Management LLC filed an
objection to the payment of Critical Vendor Claims, saying that
the Debtor will most likely be liquidating through a GOB sale.  "
the Debtor has provided no evidence as to whether the
"significant revenue" that it seeks to realize from prepetition
orders and projects will generate any profit for the benefit of
the Debtor's estate or whether, once the costs of completing such
orders are taken into account, this will be a loss making
exercise, as the Debtor's business has been for some time.  Absent
such evidence, the Critical Vendors Motion should be denied," CIRS
Financing and CIRS Management said.

HDM Furniture Industries, Inc., which supplied the Debtor with
furniture and furnishings for resale to the public, also filed an
objection to the payment of Critical Vendor Claims.

One of HDM's operating divisions, Hickory Chair, designs,
manufactures and sells Hickory Chair products exclusively for the
Debtor, although not all of the products on order with Hickory
Chair by the Debtor is product exclusive to the Debtor.  Hickory
Chair and Henredon have many orders for furniture that has already
been sold to the Debtor's customers HDM isn't listed as a Critical
Vendor.  HDM said that while HDM meets the criteria set for in the
motion for creditors who are to be provided with Critical Vendor
status, other entities do not.  "Debtor should not be allowed to
discriminate among unsecured creditors by using postpetition funds
to pay prepetition debt to a few creditors," HDM stated.

HDM is represented by Anthony J. Cuva -- acuva@bajocuva.com; V.
Stephen Cohen -- scohen@bajocuva.com; and Brad F. Barrios --
brad.barrios@bajocuva.com -- at Bajo Cuva Cohen & Turkel P.A.

CIRS Financing and CIRS Management is represented by Matthew C.
Brown -- mbrown@whitecase.com; Thomas E Lauria --
tlauria@whitecase.com; and Frank L. Eaton -- featon@whitecase.com
-- at White & Case LLP.

The Court has set for March 8, 2011, at 1:00 p.m. the final
hearing on the Debtor's request to pay critical vendors.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.


ROBB & STUCKY: Section 341(a) Meeting Scheduled for March 21
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Robb &
Stucky Limited LLLP's creditors on March 21, 2011, at 11:30 a.m.
The meeting will be held at Room 100-A, 501 East Polk Street,
(Timberlake Annex), Tampa, FL 33602.

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.

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- filed for
Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D.
Fla. Case No. 11-02801).  Paul S. Singerman, Esq., and Jordi Guso,
Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy
counsel.  FTI Consulting, Inc., is the Debtor's advisor and Kevin
Regan is the Debtor's chief restructuring officer.  Bayshore
Partners, LLC, is the Debtor's investment banker.  AlixPartners,
LLP, serves as the Debtor's communications consultants.  Epiq
Bankruptcy Solutions, LLC, serves as the Debtor's claims and
notice agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.


ROBERT BROWN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Robert Brown Corporation
        1 Hospitality Drive
        Ripley, WV 25271

Bankruptcy Case No.: 11-20129

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@frontier.com

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

Estimated Debts: $50,001 to $100,000

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wvsb11-20129.pdf

The petition was signed by Robert L. Brown, Jr., president.


S&K REAL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: S&K Real Estate, LLC
        1601 W. Lake Lansing Road
        East Lansing, MI 48823

Bankruptcy Case No.: 11-01741

Chapter 11 Petition Date: February 23, 2011

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Steven L. Rayman, Esq.
                  RAYMAN & STONE
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

Scheduled Assets: $1,300,000

Scheduled Debts: $2,512,447

The list of 20 largest unsecured creditors contains only one
entry:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Central Tile &           Disputed               $18,950
Terrazzo Co., Inc.
5180 S. 9th Street
Kalamazoo, MI 49009

The petition was signed by Stephen S. Montanye, member.


SEAHAWK DRILLING: HSBC, et al., Want Equity Committee Appointment
-----------------------------------------------------------------
MHR Fund Management LLC, Andalusian Capital Partners LP, HSBC
Global Asset Management (USA) Inc., and Mercer Park LP, each
an equity security holder and party in interest in Seahawk
Drilling, Inc., and its affiliated debtors' bankruptcy cases, have
requested the U.S. Bankruptcy Court for the Southern District of
Texas to order the appointment of an Official Committee of Equity
Holders, citing that it is crucial that the Debtors' equity
holders be adequately represented at the upcoming hearings so that
their rights as shareholders will not be prejudiced by a lack of
representation at the hearings.

The Moving Shareholders are represented by:

          Henry J. Kaim, Esq.
          Mark W. Wege, Esq.
          KING & SPALDING LLP
          1100 Louisiana, Suite 4000
          Houston, Texas 77002
          Tel: (713) 751-3200
          Fax: (713) 751-3290
          E-mail: Hkaim@kslaw.com
                  Mwege@kslaw.com

                    About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SG RESOURCES: S&P Withdraws 'BB' Rating on Project
--------------------------------------------------
Standard & Poor's Ratings Services said it withdrew SG Resources
Mississippi's 'BB' project rating and '2' recovery rating.

PAA completed its purchase of SGRM in February 2011, repaid the
project's term loan with all accrued interest, and cancelled the
project's revolving credit facilities.

With no debt outstanding and at PAA's request, S&P is withdrawing
S&P's project credit ratings on SGRM.


SHILOH INDUSTRIES: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its long-
term corporate credit rating on Ohio-based Shiloh Industries Inc.
to 'BB-' from 'B+'.  The outlook is stable.

"S&P's upgrade reflects the company's significantly improved
liquidity and S&P's opinion that it will remain at or above the
current level, supported by strategic and financial policies
consistent with recent experience," said Standard & Poor's credit
analyst Lawrence Orlowski.  The company had more than $50 million
in liquidity as of Jan. 31, 2011, and profitability and leverage
have improved.  S&P expects light-vehicle production in North
America to continue rebounding in 2011, but S&P believes the
recovery in auto sales and production will be gradual because of
the fragile economic recovery.

Shiloh reported that sales during the first quarter of fiscal
2011 rose 11% year over year, to $108.8 million, reflecting the
increased production of light vehicles by the company's primary
customers, the domestic automakers.  The gross margin was 5.8%,
compared with 5.1% a year ago.  Margins increased because of
higher auto production and improved manufacturing efficiencies.
Sales, general, and administrative expenses were 4.7% of revenue,
the same percentage as last year, demonstrating the company's
efforts at cost containment.

S&P's assessment of Shiloh's business risk profile as weak
reflects the highly competitive and cyclical nature of the
company's end markets, primarily in the light-vehicle industry.
The company lacks geographic and customer diversity -- all of
its manufacturing capacity resides in North America -- and the
Michigan-based automakers account for more than 50% of its
revenues.  Shiloh's largest customer is General Motors Co. (BB-
/Positive/--), which accounted for about 34% of the company's
sales in fiscal 2010 (ended Oct. 31).

S&P believes that in addition to internal growth, Shiloh could
expand through acquisitions in non-auto markets (heavy-duty trucks
and trailers, lawn and garden equipment) and in other auto
markets.

The outlook is stable.  Demand for light vehicles continues to
rise but remains weak by historical standards.  For the rating,
S&P expects adjusted leverage to remain below 2.5x, not only
because of higher operating profits, but also because of past
declines in debt.  At current levels of EBITDA and debt, this
means the company has sufficient debt capacity to borrow the full
commitment under its revolving credit facility minus letters of
credit.

Although not likely in the near future, S&P could raise the rating
if the company's business risk profile strengthens.  For example,
if the company demonstrated double-digit EBITDA margins and a
significant reduction in customer concentration on the Michigan-
based automakers, perhaps through greater diversification into
non-auto businesses, S&P could revise the business risk profile to
fair.  Moreover, to raise the rating, S&P would expect the
company's liquidity to improve as free cash flow increases and the
company begins to build a significant cash position.

S&P could lower the rating if liquidity tightens or if the current
increase in North American light-vehicle demand weakens and it
appears that leverage would rise above 2.5x on a sustained basis.
This could occur if, for instance, revenue were flat in 2011 and
gross margins were below 3%.  Also, the financing of a major
acquisition or distribution to shareholders that significantly
increased leverage would cause us to revisit S&P's rating.


SIX FLAGS: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Grand Prairie, Texas-based theme park operator Six Flags
Entertainment Corp. to 'BB-' from 'B+'.  The rating outlook is
stable.

At the same time, S&P raised its issue-level rating on Six Flags
Theme Parks Inc.'s first-lien credit facility to 'BB' (one notch
higher than the corporate credit rating), from 'BB-'.  The
recovery rating remains at '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

The rating upgrade follows SFEC's strong EBITDA growth over the
past few quarters, which has resulted in credit measures that S&P
views as in line with the 'BB-' rating.  The EBITDA improvement
was primarily a result of attendance and per capita spending
growth, in conjunction with cost reductions.  The upgrade also
reflects S&P's belief that SFEC's financial profile, including
leverage in the mid-3x area, is sufficient to withstand the
moderate cash flow volatility that S&P believes is inherent in the
business given the company's reliance on consumer discretionary
spending trends.  Furthermore, S&P believes SFEC's excess cash
balances ($187 million as of Dec. 31, 2010 -- about half of which
S&P considers to be excess) and relatively modest cash interest
expense burden (around $52 million annually) provide a sufficient
liquidity cushion.  This should allow SFEC to continue to
internally fund the majority of both its fixed and discretionary
cash needs.  These include seasonal working capital swings,
capital expenditures, required partner distributions related to
certain parks, put obligations, modest levels of dividends, and
share repurchases.

S&P's rating incorporates its expectation that revenue and EBITDA
will be flat to slightly down in 2011.  Standard & Poor's
economists project growth in consumer spending of 3.2% and 2.3% in
2011 and 2012, respectively.  While S&P expects much of this
growth will be on less discretionary items, S&P anticipates a
slight uptick in leisure and travel spending over the next several
quarters.  However, S&P believes this could drive an increased
number of trips to destination theme parks in lieu of regional
park visitation, as regional parks likely benefited in 2010 from
customers foregoing destination park visits.  Still, S&P
anticipates that attendance levels will remain relatively stable,
as will per capita spend.


STRATEGIC AMERICAN: Completes Sale of $85MM Shares for $8.5MM
-------------------------------------------------------------
Effective on Feb. 14, 2011, Strategic American Oil Corporation
completed a private placement financing involving the sale of an
aggregate of 85,090,000 shares of the Company, at a subscription
price of $0.10 per Share, for gross proceeds of $8,509,000.

The Company relied on exemptions from registration under the
United States Securities Act of 1933, as amended, provided by Rule
506 of Regulation D and Regulation S, based on representations and
warranties provided by the purchasers of the Shares in their
respective subscription agreements entered into between each
purchaser and the Company.

In addition, as previously disclosed by the Company, certain
Securities Purchase Agreements entered into by the Company and
certain subscribers effective Oct. 15, 2009 and Nov. 13, 2009,
contain a price protection provision pursuant to which the Company
is required to issue additional shares to such subscribers in the
event the Company participates in a subsequent financing during
the three year period from the date of such Securities Purchase
Agreements in which securities are issued at less than the per
unit subscription price paid by such subscribers, provided that
the number of additional shares issuable to any such subscriber
will not exceed the number of shares originally purchased by such
subscriber under its respective Securities Purchase Agreement.
Thus, as a result of the closing of the Feb. 14, 2011 private
placement at a price of $0.10 per Share, effective on Feb. 14,
2011 the Company issued an aggregate of 17,750,000 shares of
common stock of the Company at a deemed issuance price of $0.10
per share to the subscribers under such Securities Purchase
Agreements.

In addition, as previously disclosed by the Company, the warrants
issued pursuant to the Oct. 15, 2009 and Nov. 13, 2009 Securities
Agreements also contain a price protection provision, such that in
the event that the Company issues shares or rights to acquire
shares at a price less than the exercise price of such warrant,
the exercise price per warrant share will be reduced to equal such
lower price and the number of warrant shares issuable pursuant to
those warrants will be increased such that the aggregate exercise
price, after taking into account the decrease in the exercise
price per warrant share, equals the aggregate exercise price prior
to such adjustment, provided that the number of additional warrant
shares issuable pursuant to any such warrant shall not, in the
aggregate, exceed the number of warrant shares originally issuable
under such warrant.  Thus, as a result of the closing of the
Feb. 14, 2011 private placement at a price of $0.10 per Share,
effective on Feb. 14, 2011 the previously issued warrants were
effectively revised such that the aggregate number of warrant
shares issuable under such outstanding warrants was increased from
15,361,630 to 31,343,999 warrant shares, and the exercise price
was effectively revised from $0.23 to $0.10 per warrant share.

                    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.


SWADENER INVESTMENT: Section 341(a) Meeting Scheduled for March 30
------------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Swadener
Investment Properties, LLC's creditors on March 30, 2011, at
1:30 p.m.  The meeting will be held at Room B04, 224 South Boulder
Avenue, Tulsa, OK 74103.

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.

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bank. N.D.
Okla. Case No. 11-10322).  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SWADENER INVESTMENT: Taps Riggs Abney as Bankruptcy Counsel
-----------------------------------------------------------
Swadener Investment Properties, LLC, asks for authorization from
the U.S. Bankruptcy Court for the Northern District of Oklahoma to
employ the law firm of Riggs, Abney, Neal, Turpen, Orbison & Lewis
as bankruptcy counsel.

Riggs Abney will, among other things:

     a. prepare schedules, statement of financial affairs and
        other pleadings;

     b. negotiate allowed claims and treatment of creditors;

     c. render legal advice and preparation of legal documents and
        pleadings concerning claims of creditors, postpetition
        financing, executing contracts, sale of assets, insurance,
        etc.; and

     d. formulate a disclosure statement and plan of
        reorganization.

Riggs Abney will be paid based on the hourly rates of its
professionals:

        Scott P. Kirtley         $250
        Karen C. Walsh           $225

Scott P. Kirtley, Esq., an attorney at Riggs Abney, assures the
Court that the firm is a "disinterested person" within the meaning
of section 101(14) of the Bankruptcy Code.

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bank. N.D.
Okla. Case No. 11-10322).  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


TBS INTERNATIONAL: Takes Delivery of 5th Newbuild Tweendecker
-------------------------------------------------------------
TBS International plc announced that it has taken delivery of the
newly-constructed vessel M/V Comanche Maiden from China
Communications Construction Company Ltd./Nantong Yahua
Shipbuilding Group Co., Ltd.

The M/V Comanche Maiden is the fifth in a series of six "Roymar
Class" 34,000 dwt multipurpose tweendecker vessels that the
Company ordered at a purchase price of $35.4 million per vessel.
This vessel, like her sister ships, has box-shaped holds, open
hatches and fully retractable hydraulic tweendecks, is geared with
35 and 40 ton cranes combinable up to 80 tons, and has a modern
fuel-efficient engine enabling the vessel to operate effectively
at 15 knots.

TBS expects to take delivery of the remaining vessel in the second
quarter of 2011, and has in place the requisite bank financing for
this vessel.

With the delivery of the M/V Comanche Maiden, TBS's current fleet
expands to 51 vessels with an aggregate of 1.55 million dwt,
consisting of 29 tweendeckers and 22 handymax/ handysize bulk
carriers.

Joseph E. Royce, Chairman, Chief Executive Officer and President,
commented: "We are pleased to add the M/V Comanche Maiden to our
operating fleet, thereby expanding our operational fleet to a
total of 51 vessels.  The delivery of this modern tweendecker
vessel is in line with our goal to modernize our fleet.  We
continue to focus on delivering a quality service to our
customers.

"The TBS Five-Star Service consisting of Ocean Transportation,
Projects, Operations, Port Services, and Strategic Planning
addresses the various transportation needs of our customers and
the addition to our fleet of these newly built Roymar Class
Multipurpose Tweendecker vessels optimizes our operational
capabilities."


                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

At Sept. 30, 2010, TBS had total assets of US$906.794 million,
total debt, including current portion, of US$328.259 million, and
shareholders' equity of US$513.154 million.  TBS had working
capital deficit of US$297.663 million at Sept. 30, 2010.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."

TBS International in December 2010 disclosed that its various
lender groups have agreed to extend the current forbearance period
until Jan. 31, 2011.  During such period, the lender groups
will continue to forbear from exercising their rights and remedies
which arise from the Company's failure to make principal payments
when due.  The Company will not make principal payments due on its
financing facilities during the extended forbearance period, but
it will continue to pay interest on those facilities at the
default interest rate.


TERRESTAR CORP: Sec. 341 Meeting of Creditors Set for March 23
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of the
creditors of TerreStar Corporation and TerreStar Holdings Inc. on
March 23, 2011, at 2:30 p.m. Eastern Time, at the office of the
U.S. Trustee, 4th Floor, at 80 Broad Street, in New York.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine
TSC's and TerreStar Holdings' representative under oath about the
Debtors' financial affairs and operations that would be of
interest to the general body of creditors.  Attendance by the
Debtor's creditors at the meeting is welcome, but not required.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Court Approves Key Employee Incentive Plan
--------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York has granted TerreStar Networks, Inc., and
certain of its debtor affiliates authority to pay bonuses to
their executives by implementing the previously proposed
management and sale incentive plans.

The Management Incentive Plan or MIP is available to 5 key
executive employees -- CEO and President Jeffrey Epstein, CTO &
EVP Dennis Matheson, General Counsel Douglas Brandon, SVP &
Deputy GC Alexandra (Sasha) Fields and CFO Vincent Loiacono --
and 10 key senior management level employees.

The Sale Incentive Plan or SIP will be made available, and is
intended to replace the MIP, upon the consummation of a sale of
substantially all of the TSN Debtors' assets.

The TSN Debtors could pay as much as $2,300,000 if all MIP
performance targets are achieved.

Under the SIP, a minimum pool of $6,500,000 will be paid for any
alternative transaction that results in an implied company
enterprise value of $1,215,000,000.  The minimum pool will be
decreased to $2,306,750 if an alternative transaction provides
all the TSN Debtors' key executives with favorable employment
agreements.  In this case, the key executives will only receive
their portion of the minimum pool plus incremental amounts of the
alternative transaction results in an implied company enterprise
value of more than $1,215,000,000.

The TSN Debtors could pay as much as $10,300,000 if the company
is sold for a $1,400,000,000 purchase price, according to a
Feb. 22, 2011 report by Dow Jones Daily Bankruptcy Review.

The metric on which the MIP is based is the TSN Debtors'
compliance with a maximum cumulative disbursements metric, under
which the maximum cumulative disbursement as of February 2011
should be $23.92 million, and by September 2011, should be
$58.20 million.  The TSN Debtors are to provide the Official
Committee of Unsecured Creditors and its financial advisors with
the right to approve any amendment to the Maximum Cumulative
Disbursements metric in the MIP.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: EchoStar Has Transaction With Hughes Corp.
--------------------------------------------------------------
EchoStar Corporation, the TerreStar Networks Inc. and its units'
largest secured creditor and DIP lender, will enter into a
transaction with Hughes Corporation, a broadband satellite-
technology company and another creditor of the TSN Debtors.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, made the disclosure in a required affidavit filed with
the bankruptcy court in connection with Akin Gump's role as
bankruptcy counsel for TerreStar.

Mr. Dizengoff notes that Akin Gump is representing Hughes in the
transaction.

Mr. Dizengoff assures the Court that his firm is representing
Hughes in matters wholly unrelated to the Debtors' Chapter 11
cases.  However, in order to avoid the appearance of impropriety,
Akin Gump is in the process of establishing an ethical wall
between the relevant attorneys and staff representing the TSN
Debtors and those relevant attorneys who are currently
representing Hughes in its transaction with EchoStar.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Proposes Duff & Phelps as Valuation Expert
--------------------------------------------------------------
TerreStar Networks, Inc., and its debtors affiliates seek the
Court's authority to employ Duff & Phelps LLC as their valuation
expert nunc pro tunc to Jan. 26, 2011.

The TSN Debtors note that certain of their affiliates have
previously employed Duff & Phelps to provide valuation-related
and other services and accordingly, has garnered considerable
knowledge concerning the TSN Debtors and is already familiar with
certain of the TSN Debtors' business affairs.  The TSN Debtors
contend that the firm's experience and knowledge will be valuable
to them in their efforts to restructure.

Duff & Phelps will provide these services to the TSN Debtors:

  (a) Analysis of various fixed asset records and inventory
      listings as provided by management;

  (b) Physical inspection of the Allan Park Fixed Earth Station;

  (c) Discussions with management to obtain an explanation and
      clarification of data provided;

  (d) Analysis of general market data that might impact the
      value of certain of the TSN Debtor's assets located in
      Canada;

  (e) Analysis of other facts and data considered pertinent to
      Duff & Phelps's analysis;

  (f) Preparation of a draft report, to include Duff & Phelps'
      valuation procedures and the results of its work; and

  (g) Issuance of a final report.

The TSN Debtors assure the Court that the services to be
performed by Duff & Phelps will not duplicate or overlap with the
services being performed by their other retained consultants and
advisors.  Duff & Phelps understands that the TSN Debtors have
retained and may retain additional professionals during the term
of its engagement and will work cooperatively with the TSN
Debtors to avoid duplication of services.

The Debtors will pay Duff & Phelps a $70,000 fixed fee, exclusive
of direct engagement and administrative expenses.

The Debtors will also pay Duff & Phelps for any time spent
preparing for, or providing testimony or any additional time
spent reviewing the report with the TSN Debtors' parties-in-
interest in the Chapter 11 cases, at the firm's hourly rates,
which are:

  Personnel Classification                   Hourly Rate
  ------------------------                  ------------
  Managing Director                         $680 to $730
  Director                                  $590 to $620
  Vice President                            $490 to $530
  Senior Associate                          $370 to $400
  Analyst                                   $260 to $280
  Administrative                                     $80

Michael H. Dolan, a managing director at Duff & Phelps, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


THOMPSON PUBLISHING: TPH Has Until March 21 to File Plan
--------------------------------------------------------
Carla Main at Bloomberg News reports that TPH Seller Inc. won an
order from U.S. Bankruptcy Judge Peter J. Walsh extending the
newsletter publisher's time to file and gain support for a
reorganization plan, court files show.  Thompson has until
March 21 to file a plan and until May 20 to solicit support for
it.

                  About Thompson Publishing

Based in Washington, legal publisher Thompson Publishing had 300
products and 70,000 subscribers, producing an estimated $49
million in revenue in 2010.  Thompson also arranged conferences
and employee-training events.  Avista Capital Partners bought a
50% stake in Thompson for $130 million in 2006.

Thompson Publishing Holding Co. Inc. and six affiliates sought
chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on
Sept. 21, 2010.  Thompson disclosed approximately $20 million in
assets and about $166 million in liabilities as of the Petition
Date.  John F. Ventola, Esq., and Lisa E. Herrington, Esq., at
Choate, Hall & Stewart LLP in Boston, Mass., and Alissa T. Gazze,
Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell, LLP, serve as the Debtors' bankruptcy
counsel.  Mark Chesen and Michael Gorman at SSG Capital Advisors
LLC in Conshohocken, Pa., act as the Debtors' financial advisors.

Thompson was authorized in November to sell the business to the
first-lien lenders in exchange for $42 million in secured debt.
In the process, $100,000 was set aside for unsecured creditors.
Thompson changed its name to TPH Seller Inc. following the sale.


TRIBUNE CO: Bank Debt Trades at 28% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 71.85 cents-on-the-
dollar during the week ended Friday, Feb. 25, 2011, a drop of 1.69
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TYSON FOODS: S&P Raises Corporate Credit Rating From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Springdale, Ark.-based meat marketer and producer Tyson Foods
Inc. and its wholly owned subsidiary Tyson Fresh Meats Inc.,
including the corporate credit ratings, which S&P raised to 'BBB-'
from 'BB+'.  The outlook is stable.  Tyson had reported debt
outstanding of about $2.5 billion as of Jan. 1, 2011.

At the same time, S&P raised the issue-level ratings on Tyson's
10.5% senior unsecured notes due 2014 and 7.35% senior unsecured
notes due 2016 to 'BBB-' from 'BB+', and withdrew S&P's '3'
recovery ratings on this debt.  The 2014 notes are guaranteed by
substantially all of Tyson's direct and indirect domestic
subsidiaries, while the 2016 notes are guaranteed by Tyson Fresh
Meats.

S&P is also withdrawing its '4' recovery ratings on all other
senior unsecured debt, while keeping the 'BB+' issue-level ratings
on this debt unchanged.  Based on S&P's estimate of the amount of
priority liabilities that rank ahead of this debt (including
Tyson's guaranteed senior unsecured notes and other liabilities at
its guarantor and nonguarantor operating subsidiaries) as a% of
the company's adjusted total assets, S&P believes the unguaranteed
senior unsecured notes are materially structurally subordinated.
Therefore, S&P rate these notes' respective issue-level ratings
one notch below the 'BBB-' corporate credit rating.

"The upgrade reflects S&P's opinion that despite the possibility
of a decline in operating performance in fiscal 2011 due to higher
feed costs and possibly lower domestic beef demand and a negative
mix shift in response to higher prices," said Standard & Poor's
credit analyst Christopher Johnson, "Tyson's credit measures will
continue to support a higher rating." Moreover, with cash balances
likely to remain above $500 million, S&P believes Tyson will
maintain an adequate liquidity position as the company faces
higher commodity costs and working capital requirements.  Although
S&P estimate EBITDA may decline by well over 10% year over year in
fiscal 2011 (ending Sept. 30, 2011), S&P believes adjusted debt to
EBITDA will remain below 2.0x in fiscal 2011 compared with a ratio
of 1.4x for the 12 months ended Jan. 1, 2011, and funds from
operations (FFO) to total debt will be greater than 35%.

The upgrade also reflects S&P's opinion that, on average, the
company will maintain a debt to EBITDA ratio between 2x and 3x and
FFO to total debt in the 30%-35% area.  (Because of the volatile
nature of Tyson's core commodity protein markets, S&P also
evaluates the company's credit measures on an average basis to
normalize for operating volatility.)


UNIGENE LABORATORIES: Accelerates Development of Peptide UGP281
---------------------------------------------------------------
Unigene Laboratories, Inc., announced that it is accelerating the
development of its lead proprietary anorexigenic peptide, UGP281.
An anorexigenic peptide is one that diminishes or controls
appetite and offers potential therapeutic benefit to morbidly
obese patients.  The Company expects to file an Investigational
New Drug (IND) application with the U.S. Food and Drug
Administration (FDA) and initiate Phase 1 clinical studies in the
first half of 2012.

Given Unigene's aggressive cash conservancy and revenue generation
initiatives since launching its new corporate strategy in the
fourth quarter of 2010, the acceleration of the UGP281 program
will not impact Unigene's cash runway.  The Company reiterates its
financial guidance today and continues to expect its cash position
to last into the second half of 2012.

As previously reported, Unigene is also currently exploring the
opportunity to license a pharmacologically distinct sister analog
to a veterinary partner for companion animal obesity to subsidize
a portion of the human proof of concept development costs of
UGP281.

Ashleigh Palmer, Unigene's President and CEO stated, "We believe
our decision to accelerate UGP281's development could have
tremendous strategic benefits for Unigene as we have the potential
to address a significant unmet medical need.  The launch of our
turnaround strategy following Victory Park Capital's debt
restructuring last year, coupled with the successful
implementation of cash conservancy and revenue generation
initiatives, provides the near-term funding for the accelerated
development of UGP281."  Palmer continued, "Our goal is to file an
IND and commence the clinical testing of UGP281 in the first half
of 2012."

Unigene's lead satiety compound, UGP281, a potent anorexigenic
peptide, has demonstrated substantial decreases in food
consumption and weight in multiple in vivo preclinical studies.
Unigene's "PeptelligenceTM" core competence will allow UGP281 to
be manufactured and delivered by way of our proprietary
recombinant production and oral delivery technologies.  Potential
competitors with peptide or protein based drugs are likely to have
to resort to injectable, depot or patch formulations.  Longer term
oral studies with UGP281 in dog models are currently ongoing.

Dr. Nozer Mehta, Unigene's Vice President of Research and
Development commented, "UGP281 is a custom designed, potent amylin
receptor super agonist and is an analog of naturally occurring
peptide hormones.  It has a very favorable pharmacological profile
in terms of selectivity, safety and potency.  These attributes
offer the potential for a therapeutic product without the safety
issues of several small molecule drugs or drug combinations.   We,
therefore, believe UGP281 has the potential to fill the void left
by a spate of recent late-stage obesity drug development
failures."

Obesity is associated with increased risk for coronary heart
disease, diabetes, cancer, hypertension, stroke, depression, sleep
apnea and overall mortality.  Moderate weight loss (5-10%) has
been shown to significantly decrease many of these risks.  With
the Centers for Disease Control and Prevention (CDC) estimating
the total economic cost of obesity-associated diseases in the U.S.
to be in the order of $90 billion per year or more, there remains
a high unmet medical need and compelling socioeconomic
justification for effective and safe anti-obesity agents.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNISYS CORP: Prices 2.25MM Preferred Shares at $100 Per Share
-------------------------------------------------------------
Unisys Corporation announced that it has priced an offering of
2,250,000 shares of its 6.25% Mandatory Convertible Preferred
Stock, Series A at an initial liquidation preference of $100 per
share.  Each share of the mandatory convertible preferred stock
will be mandatorily convertible on March 1, 2014 into between
approximately 2.1899 shares and 2.6717 shares of Unisys common
stock, depending on the market value of Unisys common stock.  The
closing is expected to occur on Feb. 28, 2011, subject to
customary closing conditions.

The mandatory convertible preferred stock will pay, when and if
declared by the Board of Directors, cumulative dividends at a rate
of 6.25% per annum on the initial liquidation preference of $100
per share (equivalent to $6.25 per year per share), payable
quarterly in cash on March 1, June 1, September 1 and December 1
of each year, or in the case of dividends payable on March 1, 2014
or any earlier conversion date, payable in cash, shares of Unisys
common stock or a combination thereof at the Company's election.
The first dividend payment date will be June 1, 2011.

The underwriters for the offering will have an option to purchase
up to an additional 337,500 shares of mandatory convertible
preferred stock, which may be exercised to the extent the
underwriters sell more than 2,250,000 shares of mandatory
convertible preferred stock.

Unisys intends to use the net proceeds from the offering to redeem
up to an aggregate of $98.7 million of the Company's 12 3/4%
Senior Secured Notes due 2014 and up to an aggregate of $86.3
million of the Company's 14 1/4% Senior Secured Notes due 2015
under the provisions of the indentures relating to the notes that
allow the Company to redeem, at its option, up to 35% of the
original aggregate principal amount of each series of notes from
the net cash proceeds of one or more equity offerings.

Goldman, Sachs & Co. and Citi are acting as joint book-running
managers for the offering. RBS is acting as co-manager for the
offering.

The offering will be made under the Company's existing shelf
registration statement filed with the Securities and Exchange
Commission.  This announcement is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.  Any
offers of the shares will be made exclusively by means of a
prospectus supplement and accompanying prospectus.

Copies of the preliminary prospectus supplement and accompanying
prospectus relating to the offering may be obtained by contacting
Goldman, Sachs & Co., 200 West Street, New York, NY 10282, (866)
471-2526 or emailing prospectus-ny@ny.email.gs.com, or Citigroup
Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th
Floor, Brooklyn, NY 11220.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2010, showed $3.02 billion
in total assets, $3.95 billion in total liabilities and
a $933.80 million stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UNITED WESTERN: Says OTS, FDIC Seized Bank Absent Valid Grounds
---------------------------------------------------------------
United Western Bancorp, Inc., alleges in a complaint filed against
the Office of Thrift Supervision, the Acting Director of the OTS
and the Federal Deposit Insurance Corporation in the United States
District Court for the District of Columbia that none of the
grounds cited by the Acting Director of the OTS existed at the
time of the Bank's seizure.

On Jan. 21, 2011, the Acting Director of the OTS, in cooperation
with the FDIC, seized the Bank and appointed the FDIC receiver
based on three alleged grounds: (i) the Bank was undercapitalized
and failed to submit an acceptable capital restoration plan
within the time prescribed by statute; (ii) the Bank was likely to
be unable to pay its obligations or meet its depositors' demands
in the normal course of business; and, (iii) the Bank was in an
unsafe or unsound condition to transact business.

Guy A. Gibson, chairman of the Board of the Company said, "The
seizure order issued on Jan. 21, 2011 by the OTS, appointing the
FDIC as receiver, is arbitrary and capricious and lacked any
rational basis in applicable law."

The Company's Complaint refutes the allegations made by the FDIC
and the OTS, and importantly, among other facts cites:

The Acting Director of the OTS, without any reasonable basis,
concluded the Bank had failed to submit a CRP acceptable to the
OTS.  However, despite the statutory requirement that institutions
be given a reasonable time to submit a CRP, the OTS demanded that
the Bank submit a CRP within seven days, a clearly unreasonable
request in excess of its statutory authority.

The Bank's capital position provided no basis to accelerate the
standard 45 day time frame for filing a CRP.  On Dec. 3, 2010, the
OTS directed the Bank to take a capital write-down with the intent
of lowering the Bank's capital ratio as much as necessary in order
to create the illusion that the Bank was not adequately
capitalized.  The result of this arbitrary and capricious
directive was to lower the Bank's total risk-based capital ratio
to 7.8% (which is only 0.2% below the 8.0% ratio required to be
considered adequately capitalized).  But for the OTS's arbitrary
and capricious directive, the Bank would have remained within the
technical definition of adequately capitalized and not been
subject to the requirement that it submit a CRP.

The Company believes that the seizure of a Bank with a reported
total risk-based capital ratio of 7.8% and a pending
recapitalization is unprecedented.  According to the Company, if
the standard applied by the OTS to United Western Bank was
uniformly applied to banks across the country, a significant
number of those banks would be subject to immediate seizure.  The
majority of the institutions closed by the OTS in 2009 and 2010
were critically undercapitalized, meaning that the ratio of
tangible equity to total assets was less than 2 percent.  A number
of these institutions were insolvent; for example, one of these
institutions had a core capital ratio of negative 7.11% and a
total risk-based capital ratio of negative 7.36 percent.

The Company's research suggests the OTS has not accepted any CRP
submitted to it during this financial crisis.  Instead, the OTS
appears to reject CRPs as a matter of course, regardless of merit,
and then asserts that the failure to submit an acceptable CRP is
grounds for receivership.  The rejection of the Bank's CRP was
part of this unreasonable pattern by the OTS, the Company avers.

According to the Company, no grounds existed for the Acting
Director to reasonably conclude that the Bank was likely to be
unable to pay its obligations or meet its depositors' demands in
the normal course of business.  The liquidity concerns asserted by
the OTS and FDIC were based on their unfounded disapproval of the
Bank's 17 year-old business model and a fundamental
misunderstanding of the Bank's long-term, contractual
relationships with certain of its institutional depositors, the
Company asserts.  The Company adds that there was no rational
basis for the OTS or FDIC to conclude that the Bank would not
continue to effectively manage its institutional depositor
relationships as the Bank had for almost two decades, including
through the worst of the financial crisis in 2008 and going
forward.  The institutional depositors would have maintained funds
on deposit absent an arbitrary or capricious action by the OTS or
FDIC to force withdrawal of such funds.  The Bank repeatedly, most
recently as of Jan. 20, 2011, advised the OTS that this was the
case.  The Company maintains that the Bank had ample liquidity to
pay its obligations and meet depositor demands.

The Company says the Bank had over $400 million of cash at the
time of the seizure, which represented approximately 25% of total
deposits on Jan. 21, 2011.

The Company and the Bank were very close to completing a
recapitalization transaction of $200 million, with commitments in
place of $149.5 million and parties identified to complete the
transaction at the time of the seizure of the Bank by the FDIC.
The completion of this transaction would have eliminated the need
to seize the Bank, thereby avoiding a significant loss to the
Deposit Insurance Fund. This information was provided to the OTS
on January 20, 2011.

The Company is represented in this law suit by its internal
counsel and certain inside directors of the Company and certain
former inside directors of the Bank are represented by
BuckleySandler, LLP of Washington, D.C. and certain independent
directors of the Company and certain former independent directors
of the Bank are represented by the Washington office of Paul,
Hastings, Janofsky & Walker LLP.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

As of September 30, 2010, United Western Bank had around $2.05
billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.


UNITED WESTERN: Disowns Thrift Financial Report
-----------------------------------------------
United Western Bancorp, Inc. announced that on or about Jan. 31,
2011, a Thrift Financial Report prepared on behalf of the Bank as
of Dec. 31, 2010 was filed with the Office of Thrift Supervision.
The TFR was not prepared by any representative of the Company and
the Company disavows any information contained in the TFR.
Neither the Company nor any of its affiliates was consulted with
regard to the preparation of the TFR and neither the Company nor
any of its affiliates is responsible for the TFR.

The Company previously announced on Jan. 21, 2011, that the
Federal Deposit Insurance Corporation was appointed as receiver
for the Bank by the OTS pursuant to the Federal Deposit Insurance
Act.  The FDIC immediately sold certain assets and liabilities of
the Bank to First-Citizens Bank & Trust Company of Raleigh, North
Carolina, who commenced operations of the Bank in the name of
First-Citizens Bank on Jan. 24, 2011.

On Feb. 18, 2011, the Company and certain officers and directors
of the Company and directors of the Bank filed a complaint against
the OTS and the FDIC seeking to overturn the seizure of the Bank
by the FDIC.  That action is currently pending in the federal
district court in Washington, D.C.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

As of September 30, 2010, United Western Bank had around $2.05
billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.


US MORTGAGE: Former President Sentenced to 14 Years in Prison
-------------------------------------------------------------
Reuters reports that Michael McGrath, former president of U.S.
Mortgage Corp., was sentenced to 14 years in prison for running a
$140 million scheme that defrauded credit unions on loans sold to
Fannie Mae, and led to bankruptcy for his mortgage company.  Mr.
McGrath had pleaded guilty in June 2009 to two counts of
conspiracy, including one to commit mail and wire fraud and one to
commit money laundering.

According to Reuters, Mr. McGrath had run U.S. Mortgage Corp, a
Pine Brook, New Jersey, lender and broker that filed for Chapter
11 protection in February 2009, and was a principal at its CU
National unit serving credit unions.

Reuters notes, at a hearing in the Newark, New Jersey federal
court on Thursday, U.S. District Judge Katharine Hayden also
sentenced McGrath to three years supervised release.  She also
ordered restitution in a sum to be determined, but which
prosecutors expect will exceed $136 million.  Mr. McGrath also
forfeited $14 million of previously seized or frozen assets.

Reuters relates Federal prosecutors said Mr. McGrath admitted to
conspiring with others from January 2004 to January 2009 to
fraudulently sell credit union loans, and use proceeds to finance
U.S. Mortgage's operations and investments for himself.

Mr. McGrath faced as much as 30 years in prison under federal
guidelines, though his plea agreement called for a term as short
as 12-1/2 years, Reuters quotes lawyer John Vazquez as stating.

Reuters says four credit unions are still pursuing civil
litigation against Fannie Mae to recover more than $64 million of
loans they originated, and which they say were sold fraudulently
to the mortgage financier via U.S. Mortgage, court records show.
In one case, where the Picatinny Federal Credit Union seeks to
recover 52 loans totaling $13.3 million, Fannie Mae in a Feb. 14,
2011, court filing said it had been unaware when it bought the
loans of the U.S. Mortgage fraud.

                      About U.S. Mortgage

Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- was a licenced mortgage banker founded
in 1996.  USM originated mortgages through a network of branch
offices, as well as sold mortgages in the secondary market to
investors and other parties.  CU National Mortgage, LLC was
developed to serve the needs of the credit union industry.

On February 23, 2009, USM filed for Chapter 11 relief in the U.S.
Bankruptcy Court for the District of New Jersey.  CU National
filed for bankruptcy protection on April 1, 2009, in the same
Court.  The cases are being jointly administered under Case
No. 09-14301.  The Debtors commenced bankruptcy proceedings after
allegations surfaced that they sold mortgages more than once and
engaged in other alleged improprieties.

Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in
assets and $100 million to $500 million in debts as of the
bankruptcy filing.


VALLEY COMMUNITY BANK: Closed; First State Bank Assumes Deposits
----------------------------------------------------------------
Valley Community Bank of St. Charles, Ill., was closed on Friday,
Feb. 25, 2011, by the Illinois Department of Financial and
Professional Regulation - Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First State Bank of Mendota, Ill., to assume all of
the deposits of Valley Community Bank.

The five branches of Valley Community Bank will reopen during
their normal business hours as branches of First State Bank.
Depositors of Valley Community Bank will automatically become
depositors of First State Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Valley
Community Bank should continue to use their existing branches
until they receive notice from First State Bank that it has
completed systems changes to allow other First State Bank branches
to process their accounts as well.

As of Dec. 31, 2010, Valley Community Bank had around $123.8
million in total assets and $124.2 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, First
State Bank agreed to purchase essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-357-7599.  Interested parties also can
visit the FDIC's Web site at:

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $22.8 million.  Compared to other alternatives, First
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Valley Community Bank is the 23rd FDIC-insured
institution to fail in the nation this year, and the second in
Illinois.  The last FDIC-insured institution closed in the state
was Community First Bank-Chicago of Chicago, Ill., on February 4,
2011.


VIKING SYSTEMS: Incurs $2.44 Million Net Loss in 2010
-----------------------------------------------------
Viking Systems, Inc. reported a net loss applicable to common
shareholders of $2.44 million on $8.04 million of sales for the
year ended Dec. 31, 2010, compared with a net loss applicable to
common shareholders of $1.07 million on $7.22 million of sales
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $4.20 million
in total assets, $2.26 million in total current liabilities and
$1.94 million in total stockholders' equity.

Jed Kennedy, President and CEO of Viking Systems said, "We are
very pleased with our significant accomplishments during 2010,
having achieved our goals of developing and launching our new
cutting edge 3DHD Vision System.  I am also happy to report that
during 2010 we increased our total sales by 11% and obtained the
financing necessary to support our growth plans.  We continue to
be very excited about the market response to our new product and
future prospects for the business."

A full-text copy of the press release announcing the 2010 results
is available for free at http://ResearchArchives.com/t/s?7409

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VITRO SAB: Bondholders' Bid for US Units Bankruptcy Postponed
-------------------------------------------------------------
Carla Main at Bloomberg News reports that Vitro SAB won a
postponement of a court fight with bondholders, which are seeking
to force the U.S. units of the Mexican glassmaker into bankruptcy,
to allow mediation to take place.

According to the report, U.S. Bankruptcy Judge Russell Nelms on
Feb. 24 granted a request by Vitro to postpone a hearing in Fort
Worth, Texas.  The Company, which defaulted on $1.2 billion in
bonds, asked for the delay so that it can mediate with
stakeholders.

Creditors, including hedge funds Elliott Management Corp. and
Davidson Kempner Capital Management LLC, opposed the delay and
wanted Judge Nelms to move forward with the request to force the
Vitro units into bankruptcy.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.


WES CONSULTING: Fyodor Petrenko Elected as Director
---------------------------------------------------
On Feb. 19, 2011, the Board of Directors of WES Consulting, Inc.
elected Fyodor Petrenko, age 43, as a Director of the Company,
which filled an existing vacancy on the Board.  Mr. Petrenko will
continue to serve in his position as Executive Vice President for
the Company.

As previously reported on a Current Report on Form 8-K filed on
Feb. 2, 2011 in connection with the acquisition of Web Merchants,
Inc. on Jan. 27, 2011, the Board of Directors appointed Mr.
Petrenko as Executive Vice President.  Mr. Petrenko co-founded WMI
in 2002 and has served as its President since then.  Prior to
then, Mr. Petrenko was the head of investment banking with Media-
Most, an international multimedia holding company based in Russia.
Mr. Petrenko holds a PhD in Physics from Moscow State University
and MS degree in Finance from CUNY (Baruch).

                      Voting Rights Agreement

Jan. 27, 2011, the Company's President and CEO, Louis Friedman,
entered into a Voting Rights Agreement with the Company and Fyodor
Petrenko.  Pursuant to the terms of the Voting Rights Agreement,
while Mr. Petrenko and Mr. Friedman own 50% or more of their
current holdings, the other party agrees to vote for the election
of the other to the Company's Board of Directors and to elect
certain other mutually agreed upon nominees to the Board.
Furthermore, they are prevented, in their capacities as directors
and shareholders, from acting on certain transactions without the
affirmative vote of the other.

                Amendment to Articles of Incorporation

On Feb. 18, 2011, the Company filed an Article of Amendment to its
Articles of Incorporation, effective Feb. 9, 2011, to increase the
number of shares of capital stock to 185,000,000 of which
10,000,000 shares will be designated Preferred Stock, $0.0001 par
value.  A copy of the Articles of Amendment to the Amended and
Restated Articles of Incorporation of the Company is available for
free at http://ResearchArchives.com/t/s?73fe

In addition, the Company filed a Certificate of Designation to
create a class of preferred stock titled Series A Convertible
Preferred Stock.  A full-text copy of the Designation of Rights
and Preferences of Series A Convertible Preferred Stock of the
Company is available for free at
http://ResearchArchives.com/t/s?73ff

These actions were both approved by the Board of Directors and a
majority vote of the shareholders on Oct. 20, 2009.

                       About WES Consulting

Atlanta, Ga. - based WES Consulting, Inc. (OTC BB: WSCU) was
incorporated February 25, 1999, in the State of Florida.  Until
October 19, 2009, the Company was in the business of consulting
and commercial property management.  On October 19, 2009, the
Company entered into a Merger and Recapitalization Agreement with
Liberator, Inc., a Nevada corporation.  Pursuant to the Agreement,
Liberator merged with and into the Company, with the Company
surviving as the sole remaining entity.  The Merger has been
accounted for as a reverse merger.

The Company is a designer and manufacturer of various specialty
furnishings for the sexual wellness market.  The Company's sales
and manufacturing operation are located in the same facility in
Atlanta, Georgia.  Sales are generated through the internet and
print advertisements.

The Company's balance sheet at June 30, 2010, showed $3.1 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $738,000.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $1.0 million and $3.6 million for the years
ended June 30, 2010, and 2009, respectively, and as of June 30,
2010, the Company had an accumulated deficit of $6.2 million and a
working capital deficit of $676,989.


W.R. GRACE: FMR LLC Holds 9.99% Equity Stake
--------------------------------------------
FMR LLC disclosed in a Feb. 14, 2011 SC 13G/A filing with the
U.S. Securities and Exchange Commission that it is deemed to
beneficially own 7,300,585 shares of W.R. Grace & Co. common
stock.  The amount represents 9.990% of the 73,078,925 Grace
shares outstanding as of Oct. 31, 2010.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 7,271,615 shares or 9.950%
of the Grace Common Stock outstanding.  Edward C. Johnson,
chairman of FMR LLC, and FMR LLC, through its control of Fidelity,
each has sole power to dispose of the 7,271,615 shares owned by
the Funds.

Pyramis Global Advisors Trust Company, an indirect wholly owned
subsidiary of FMR LLC, is the beneficial owner of 11,570 shares
or 0.016% of the outstanding Grace Common Stock.  Mr. Johnson and
FMR LLC, through its control of Pyramis Global, each has sole
dispositive power over 11,570 shares and sole power to vote or to
direct the voting of 11,570 shares of Common Stock owned by the
institutional accounts managed by PGATC.

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 November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000
in cash, plus interest accrued from Dec. 21, 2005, until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the
Debtors implement the Plan in a manner fully consistent with a
settlement agreement signed on Nov. 20, 2003.  Sealed Air added
that it stands ready to contribute its payment directly to one
or more of the trusts to be created under Section 524(g) once
the provisions of the settlement agreement are fully met.  Sealed
Air noted that as of Dec. 31, 2010, its total cash payment would
have been approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Officers Acquire Grace Shares
-----------------------------------------
Four officers of W.R. Grace & Co. disclosed in separate Form 4s
filed with the U.S. Securities and Exchange Commission on Feb.
15, 2011 that they acquired shares and stock options in the
Company:

                                                 No. of Shares
  Officer           Position                       Acquired
  -------           --------                     -------------
  Mark Shelnitz     Vice-president, general
                    counsel, and secretary           8,200

  Gregory Poling    Vice-president                  16,500

  Brian McGowan     Senior Vice-president           12,300

  William Corcoran  Vice-president                  12,300

Each share of Common stock also represents one Preferred Share
Purchase Right.  Each Right entitles the holder to purchase
Preferred Stock or other securities or property upon the
occurrence of certain events and subject to certain conditions.
The exercise and sale are pursuant to Rule 10b5-1 Trading Plan for
options granted March 8, 2001, and expiring March 7, 2011.  The
shares are held in a "Rabbi Trust" established by the Company for
the benefit of certain officers and directors.
The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos-related Personal Injury Claimants,
and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000
in cash, plus interest accrued from Dec. 21, 2005, until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
$26.69 per share, placing a value of about $480,420,000 on the
settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000 to
C$8,595,632 in the event the U.S. Confirmation Order is entered by
the U.S. Court on or before Jan. 31, 2011; and C$9,095,632 in the
event that the U.S. Confirmation Order is entered by the U.S.
Court after Jan. 31, 2011, but on or before July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: York, et al., File Notices of Intent to Buy Shares
--------------------------------------------------------------
In separate notices, these entities notified the Court that as of
Feb. 18, 2011, they beneficially own a number of shares of
W.R. Grace & Co. equity securities:

  Jorvik Multi-Strategy Master
     Fund, L.P.                                32,697
  York Managed Holdings, LLC                   70,315
  Merrill Lynch Investment Solutions
     York Event-Driven UCITS Fund             147,347
  York Multi-Strategy Master Fund, L.P.       392,510
  York Capital Management L.P.                230,900

The parties also disclosed that they intend to purchase, acquire,
or otherwise accumulate a certain number of shares of Grace equity
securities and that as a result of the proposed transfer, if
permitted, they would own an increased number of Grace equity
securities shares:

                                     No. of Shares  Total Shares
                                        Acquired       Owned
                                     -------------  ------------
  Jorvik Multi-Strategy
     Master Fund, L.P.                    7,211        39,908
  York Managed Holdings, LLC             15,566        85,881
  Merrill Lynch Investment Solutions
     York Event-Driven UCITS Fund        40,057       187,404
  York Multi-Strategy Master Fund,
     L.P.                                86,280       478,790
  York Capital Management L.P.           50,886       281,786
The Chapter 11 Plan

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint Plan
of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos-related Personal Injury Claimants,
and the Future Claims Representative.

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from December 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 January 31, 2011, Eastern Time, Sealed Air stocks are
priced at $26.69 per share, placing a value of about $480,420,000
on the settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WRIGHT GROUP: Postpetition Receipts Are Not Cash Collateral
-----------------------------------------------------------
WestLaw reports that any receipts from the patrons of a miniature
golf course obtained by a Chapter 11 debtor-in-possession on or
after its petition filing were free of any security interest held
by a bank, pursuant to the bankruptcy statute providing that
property acquired by the estate or the debtor postpetition was not
subject to any lien resulting from a prepetition security
agreement, where the transactions between the debtor and its
patrons for the use of the miniature golf course were immediately
closed as soon as they were effected, and so resulted in "money"
as a form of collateral and generated no "proceeds."  Therefore,
the postpetition receipts were not "cash collateral" that the
debtor had to seek consent or a court order to use.  In re Wright
Group, Inc., --- B.R. ----, 2011 WL 570019 (Bankr. N.D. Ind.)
(Klingeberger, J.).

A copy of the Honorable J. Phillip Klingeberger's 18-page Order
dated Feb. 15, 2010, telling Fifth Third Bank it doesn't have
rights in the Debtor's postpetition revenues is available at:

       http://www.innb.uscourts.gov/opinions/pdfs/2093.pdf

The Wright Group, Inc., aka Zao Island, operates a miniature golf
course in Valparaiso, Ind.  The debtor sought chapter 11
protection (Bankr. N.D. Ind. Case No. 10-23187) on July 8, 2010,
and is represented by Daniel Freeland, Esq., in Highland, Ind.  At
the time of the filing, the Debtor estimated its assets and debts
at less than $10 million.


ZEIGER CRANE: Gets Court OK to Hire Hinshaw as Bankruptcy Counsel
-----------------------------------------------------------------
Zeiger Crane Rental, Inc., and Atlantic Leasing, Inc., sought and
obtained authorization from the Hon. Erik P. Kimball of the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Hinshaw & Culbertson, LLP, as bankruptcy counsel, nunc pro tunc to
the Petition Date.

H&C will, among other things:

     a. prepare motions, applications, answers, proposed orders,
        reports and any other papers necessary in connection with
        the administration of estates;

     b. negotiate with creditors, prepare and seek confirmation of
        a plan of reorganization and related documents, and assist
        the Debtors with implementation of any plan(s);

     c. assist the Debtors in the analysis, negotiation and
        disposition of estate assets for the benefit of the
        estates and their creditors; and

     d. negotiate and document any debtors-in-possession financing
        and exit financing.

H&C will be paid based on the hourly rates of its professionals:

        Members                            $350-$600
        Associates & of Counsel            $175-$400
        Paralegals                         $115-$180
        Michael D. Seese                     $475

To the best of the Debtors' knowledge, H&C is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


ZEIGER CRANE: Section 341(a) Meeting Scheduled for April 8
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Zeiger
Crane Rental, Inc. and Atlantic Leasing, Inc.'s creditors on April
8, 2011, at 8:30 a.m.  The meeting will be held at Flagler
Waterview Building, 1515 N Flagler Dr Room 870, West Palm Beach,
FL 33401.

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.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  Michael D. Seese,
Esq., at Hilnshaw & Culbertson LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to
$50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


ZEIGER CRANE: Asks for Court's Permission to Use Cash Collateral
----------------------------------------------------------------
Zeiger Crane Rental, Inc., et al., ask for authority from the U.S.
Bankruptcy Court or the Southern District of Florida to use, on an
interim basis, the cash collateral until March 20, 2011.

To finance operations, the Debtors borrowed from People's
United Equipment Finance, Inc., Wells Fargo Equipment Finance,
Inc., FCC Equipment Financing, Inc., TCF Equipment Finance,
Inc., and Kelly Tractor Corporation.  As of the Petition Date,
the Debtors approximately owed a total of $28.50 million to
the Lenders comprising: (i) $20.70 million owed to People's;
(ii) $4.90 million owed to FCC; (iii) $1.60 million owed to TCF;
and $1.20 million owed to Kelly.  Each of FCC, TCF and Kelly hold
liens against certain equipment and proceeds, while People's holds
a blanket against all remaining collateral.  People's also holds a
mortgage on real property owned by Dyer Road.

Michael D. Seese, Esq., at Hinshaw & Culbertson, LLP, explains the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/ZEIGER_CRANE_budget.pdf

The Debtors believe that adequate protection will be provided
through the maintenance of existing collateral levels or
otherwise.  The Debtors also believe that the Lenders' interests
are adequately protected by equity cushions measured by the amount
that the value of the collateral exceeds the amount of the debt
owed.

According to the Debtors, there is insufficient time for a full
hearing to be held before the Debtors must use cash collateral.
The Debtors say that if their request isn't considered on an
expedited basis, and if the Debtors are denied the ability to
immediately use cash collateral, there will be a direct and
immediate material and adverse impact on the continuing operation
of the Debtors' businesses and on the value of their assets.

People's filed on Feb. 23, 2011, an objection to the Debtors'
request to use cash collateral.

Zeiger Crane Rental, Inc., is a nationwide crane rental company
that has been operating out of Palm Beach County, Florida, since
1986.  It filed for Chapter 11 bankruptcy protection on Feb. 18,
2011 (Bankr. S.D. Fla. Case No. 11-14183).  Michael D. Seese,
Esq., at Hilnshaw & Culbertson LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11
petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185).

The cases are jointly administered.  Zeiger Crane is the lead
case.


* Illinois Bank Shuttered Friday; Year's Failures Now 23
--------------------------------------------------------
Valley Community Bank, St. Charles, Illinois, was closed Feb. 25
by the Illinois Department of Financial and Professional
Regulation - Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First State Bank, Mendota, Illinois, to assume all
of the deposits of Valley Community Bank.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $22.8 million.  Valley Community Bank is the 23rd FDIC-
insured institution to fail in the nation this year, and the
second in Illinois.  The last FDIC-insured institution closed in
the state was Community First Bank-Chicago, Chicago, Illinois, on
Feb. 4, 2011.

Lenders are failing after the financial crisis drove down home and
commercial property values and pushed the unemployment rate above
10%, according to Bloomberg News.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party   FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                     Closed Bank  Deposits & Bought   Fund
   Closed Bank       (millions)   Certain Assets      (millions)
   -----------       ----------   -----------------   ------------
Valley Community Bank    $123.8  First State Bank           $22.8

Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

             860 Banks Now in FDIC's Problem List

The FDIC said in is latest quarterly banking profile that the
number of institutions on its "Problem List" rose to 860 as of
Sept. 30, 2010 from 829 at June 30, 2010.  There were 775 banks on
the list at the end of the first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.

The Deposit Insurance Fund balance -- the net worth of the fund --
was negative $8 billion at the end of the third quarter of 2010
from negative $15.2 billion from June 30, 2010.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* Moody's: Stress for U.S. Public Finance Sectors Continues
-----------------------------------------------------------
Rating activity in 2010 provides further evidence that the
municipal market faces credit pressure not seen since the Great
Depression and that credit stress is expected to continue through
2011, says Moody's Investors Service in its annual report on
rating changes for the previous year.

"Rating downgrades outpaced upgrades for the eighth consecutive
quarter, continuing a trend that began in the third quarter of
2008," said Moody's Assistant Vice President Elizabeth Foos,
author of the report, which outlines credit trends in each
municipal sector, discusses key factors behind those trends, and
highlights the most significant rating changes that occurred in
2010.

"While many issuers in the municipal sector will continue to face
pressure in 2011, we anticipate most will make the difficult
choices necessary to continue to service their debt," said
Ms. Foos.  "While we expect payment defaults to rise, we believe
that they will be isolated and not widespread."

Moody's maintains a negative outlook on all major sectors,
including state and local governments, higher education, housing
and healthcare.

"Many issuers continue to face credit pressures related to
deterioration of revenue streams, growing expenditure demands, and
weak balance sheets," said Ms. Foos.

While most issuers managed to maintain a stable credit profile in
2010, approximately 5.5% or 750 of roughly 13,700 Moody's-rated
unique obligors experienced a rating change during the year with
the vast majority consisting of a one-notch change up or down. For
the full year, the overall ratio of municipal upgrades to
downgrades decreased to 0.5-to-1 in 2010 from 0.7-to-1 in 2009,
resulting in the lowest annual ratio of municipal upgrades to
downgrades in over 20 years.  The ratio of municipal upgrades to
downgrades based on affected par for 2010 remained very low as
well at 0.3-to-1.

"The ratio of upgrades to downgrades during 2010 is reflective of
economic and financial challenges faced by municipal issuers that
are expected to continue," said Ms. Foos.  "As in 2009, the
majority of rating revisions in 2010 were attributable to broad
economic rather than issuer-specific credit stress."

During the fourth quarter of 2010, the ratio of rating upgrades to
downgrades decreased to 0.2-to-1 from the third quarter 2010 ratio
of 0.5-to-1.  The fourth quarter ratio remains one of the lowest
recorded for this measure in at least the last five years and is
significantly lower than the 1.1-to-1 ratio experienced in the
first quarter of 2003, the year after the last national economic
recession.  The fourth quarter ratio of upgrades to downgrades
based on affected par value decreased to 0.2-to-1 from 0.4-to-1 in
the third quarter.

While economists report that the national recession has officially
ended and the U.S. economic outlook is improving, municipalities
are expected to remain challenged, says the Moody's report.

"Municipal issuers across all sectors are experiencing stress,
which is evidenced by persistent revenue deterioration, increased
spending pressures, and weakening of reserve funds," said
Ms. Foos.


* Moody's: Default Wave Fails to Sink Investor Recoveries
---------------------------------------------------------
The wave of U.S. corporate defaults that accompanied the credit
crisis and Great Recession produced average firm-wide recoveries
on defaulted debt that were near historical norms and higher than
the last two default cycles, Moody's Investors Service said in a
new report.

Recovery rates benefitted from a preponderance of distressed
exchanges, which usually have higher recoveries than other types
of default, and the comparatively short duration of the default
wave, Moody's said.

"A higher default rate typically leads to lower recoveries, but
recoveries in this default cycle were surprisingly ordinary," said
David Keisman, senior vice president at Moody's and author of the
report.

Average firm-wide recoveries were 54.7% for 136 U.S. non-financial
corporate issuers that emerged from default between the fourth
quarter of 2008 and the first quarter of 2011, compared with an
historical average of 55.5%.  In the 1990-1991 and 2001-2002
default cycles, firm-wide recoveries averaged 47.7% and 46.7%,
respectively.

About one in four defaults during the latest cycle were distressed
exchanges, which are favored by private equity firms.  The swift
decline in the U.S. speculative-grade default rate, which hit 3.6%
a year after peaking at 14.6% in November 2009, also bolstered
recoveries.  "The default wave was brutal but comparatively
quick," Ms. Keisman said.

"Many companies emerged from default when the default rate was
relatively low and asset values were high in comparison with
previous cycles.  Stronger recoveries in this cycle partly
reflected the shape of the default-rate curve and fortuitous
timing for issuers, not a breakdown in the traditional correlation
of defaults and recoveries."

There are still a large number of defaulted companies that have
yet to emerge, the report notes, but their recovery rates would
have to be very low to meaningfully change the benign average
recoveries seen so far.

The report, "Hard Data for Hard Times II: The Crisis That Wasn't,"
is available at http://www.moodys.com/ It is an update of "Hard
Data for Hard Times," a July 2010 study of investor recoveries on
a smaller set of companies that had emerged from default.


* S&P's 2011 Global Corporate Default Tally Remains at Three
------------------------------------------------------------
The 2011 global corporate default tally remains at three after no
issuers defaulted last week, said an article published by Standard
& Poor's, titled "Global Corporate Default Update (Feb. 18 - 24,
2011) (Premium)."

Two of the defaults were based in the U.S., and one was based in
the Czech Republic. By comparison, 17 global corporate issuers had
defaulted by this time last year (14 U.S.-based issuers and one
each based in Australia, Bahrain, and Canada).

All three of this year's defaulters missed interest or principal
payments, which was one of the top reasons for default last year.
Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, and one each from regulatory directives and
administration.


* Former K&L Gates Partner Joins Dykema Gossett
-----------------------------------------------
Bankruptcy Law360 reports that Dykema Gossett PLLC has continued
its expansion effort in Dallas by luring a former K&L Gates LLP
bankruptcy partner.  Jeffrey R. Fine, who counseled the unsecured
creditors' committee through the Texas Rangers Baseball Partners'
restructuring, will join Dykema's Dallas bankruptcy and
restructuring practice group as a member.


* Trust Funds Lose Discovery Round in Asbestos Saga
---------------------------------------------------
Bankruptcy Law360 reports that a Delaware bankruptcy judge said
Tuesday she did not have jurisdiction to resolve discovery
disputes in ongoing asbestos litigation involving Hartford
Accident Indemnity Co. and other insurers of bankrupt
manufacturers.

Law360 relates that Judge Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware dismissed five
adversary proceedings brought by several asbestos trust funds.


* Turnarounds & Workouts Now Accepting People to Watch Nominations
------------------------------------------------------------------
Turnarounds & Workouts is now accepting nominations for its annual
list of People to Watch.

To submit a nomination, complete the form at:

             http://ResearchArchives.com/t/s?740a

The deadline for the nominations is March 11, 2011.  Send
questions or comments to:

     Dave Buzzell
     Beard Group - Law and Business Publishers
     Phone: (240) 629-3300
     E-mail: david@beard.com


* Lawyer Suspended for Advising Bankrupt Judge to Misspell Name
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a Louisiana legal board has banned attorney Claude
Lightfoot, Esq., from practicing law for 30 days after he advised
a former federal judge to misspell his own name on a personal
bankruptcy petition, hoping to shield him from public attention.

DBR relates Judge G. Thomas Porteous approached Mr. Lightfoot for
advice in 2000 as his financial state worsened.  Mr. Lightfoot
came up with the suggestion to file the initial petition under
"Ortous, G.T.," then amend the petition with the correct
lettering.

DBR relates Mr. Lightfoot's plan worked at the time of the 2001
filing, but Judge Porteous later became famous among legal
circles.  In December, Judge Porteous became only the eighth
federal judge in history to be convicted and removed by the U.S.
Senate, which had pursued corruption charges against him.
For Mr. Lightfoot's actions, a Louisiana Attorney Disciplinary
Board committee declared that he behaved unethically, according to
a recent opinion.

DBR relates the New Orleans Times-Picayune had published the
inaccurate spelling, which went undetected until later.



* BOND PRICING -- For Week From Feb. 21 to 25, 2011
---------------------------------------------------

  Company              Coupon      Maturity   Bid Price
  -------              ------      --------   ---------
155 E TROPICANA          8.75%     4/1/2012      4.66
ABITIBI-CONS FIN         7.88%     8/1/2009     15.13
ADVANTA CAP TR           8.99%   12/17/2026     13.00
AHERN RENTALS            9.25%    8/15/2013     48.00
AMBAC INC                5.95%    12/5/2035     11.00
AMBAC INC                6.15%     2/7/2087      0.75
AMBAC INC                7.50%     5/1/2023     15.25
AMBAC INC                9.50%    2/15/2021     11.00
AMBASSADORS INTL         3.75%    4/15/2027     38.25
AMR CORP                10.45%    3/10/2011     97.55
BANK NEW ENGLAND         8.75%     4/1/1999     11.25
BANK NEW ENGLAND         9.88%    9/15/1999     13.00
BANKUNITED FINL          3.13%     3/1/2034      5.60
BANKUNITED FINL          6.37%    5/17/2012      6.50
BIGLARI HOL-CALL        14.00%    3/30/2015     96.00
BLOCKBUSTER INC          9.00%     9/1/2012      2.10
BOWATER INC              6.50%    6/15/2013        --
CAPMARK FINL GRP         5.88%    5/10/2012     47.00
COMPOL-CALL03/11        10.50%     7/1/2013    103.30
CS FINANCING CO         10.00%    3/15/2012      3.00
DUNE ENERGY INC         10.50%     6/1/2012     73.75
EDDIE BAUER HLDG         5.25%     4/1/2014      4.00
EVERGREEN SOLAR          4.00%    7/15/2013     35.89
FAIRPOINT COMMUN        13.13%     4/1/2018     10.38
FRIEDE GOLDMAN           4.50%    9/15/2004      0.95
GENERAL MOTORS           7.13%    7/15/2013     31.43
GENERAL MOTORS           7.70%    4/15/2016     31.00
GENERAL MOTORS           9.45%    11/1/2011     27.50
GREAT ATLA & PAC         5.13%    6/15/2011     35.13
GREAT ATLA & PAC         6.75%   12/15/2012     35.38
GREAT ATLANTIC           9.13%   12/15/2011     33.00
HARRY & DAVID OP         9.00%     3/1/2013     40.50
HOV-CALL03/11            8.00%     4/1/2012    100.00
LEHMAN BROS HLDG         1.50%    3/23/2012     22.88
LEHMAN BROS HLDG         4.50%     8/3/2011     21.34
LEHMAN BROS HLDG         4.70%     3/6/2013     22.50
LEHMAN BROS HLDG         4.80%    2/27/2013     22.50
LEHMAN BROS HLDG         4.80%    3/13/2014     24.25
LEHMAN BROS HLDG         5.00%    1/22/2013     22.75
LEHMAN BROS HLDG         5.00%    2/11/2013     23.75
LEHMAN BROS HLDG         5.00%    3/27/2013     21.50
LEHMAN BROS HLDG         5.00%     8/5/2015     23.00
LEHMAN BROS HLDG         5.10%    1/28/2013     22.25
LEHMAN BROS HLDG         5.15%     2/4/2015     23.38
LEHMAN BROS HLDG         5.25%     2/6/2012     24.00
LEHMAN BROS HLDG         5.25%    2/11/2015     22.50
LEHMAN BROS HLDG         5.50%     4/4/2016     24.00
LEHMAN BROS HLDG         5.63%    1/24/2013     26.13
LEHMAN BROS HLDG         5.75%    7/18/2011     25.63
LEHMAN BROS HLDG         5.75%    5/17/2013     22.75
LEHMAN BROS HLDG         5.75%     1/3/2017      0.01
LEHMAN BROS HLDG         6.00%    7/19/2012     25.63
LEHMAN BROS HLDG         6.00%    6/26/2015     23.75
LEHMAN BROS HLDG         6.00%   12/18/2015     23.10
LEHMAN BROS HLDG         6.20%    9/26/2014     26.00
LEHMAN BROS HLDG         6.63%    1/18/2012     26.13
LEHMAN BROS HLDG         7.00%    4/16/2019     19.00
LEHMAN BROS HLDG         8.00%     3/5/2022     21.75
LEHMAN BROS HLDG         8.50%     8/1/2015     23.75
LEHMAN BROS HLDG         8.75%   12/21/2021     22.50
LEHMAN BROS HLDG         8.80%     3/1/2015     24.75
LEHMAN BROS HLDG         8.92%    2/16/2017     23.88
LEHMAN BROS HLDG         9.00%     3/7/2023     21.75
LEHMAN BROS HLDG         9.50%   12/28/2022     23.50
LEHMAN BROS HLDG         9.50%    1/30/2023     22.50
LEHMAN BROS HLDG         9.50%    2/27/2023     21.20
LEHMAN BROS HLDG        10.00%    3/13/2023     23.75
LEHMAN BROS HLDG        10.38%    5/24/2024     23.75
LEHMAN BROS HLDG        11.00%    6/22/2022     22.51
LEHMAN BROS HLDG        11.00%    3/17/2028     23.75
LEHMAN BROS HLDG        18.00%    7/14/2023     22.50
LEHMAN BROS INC          7.50%     8/1/2026     15.00
LOCAL INSIGHT           11.00%    12/1/2017      4.00
LTX-CREDENCE             3.50%    5/15/2011     90.00
MAGNA ENTERTAINM         7.25%   12/15/2009      3.00
MAJESTIC STAR            9.75%    1/15/2011     22.25
MOHEGAN TRIBAL           8.38%     7/1/2011     59.00
NEWPAGE CORP            10.00%     5/1/2012     66.25
NEWPAGE CORP            12.00%     5/1/2013     32.50
NRGY-CALL03/11           8.25%     3/1/2016    104.10
RASER TECH INC           8.00%     4/1/2013     35.00
RESTAURANT CO           10.00%    10/1/2013      8.25
RESTAURANT CO           10.00%    10/1/2013      8.50
RYERSON TULL INC         8.25%   12/15/2011     65.02
SBARRO INC              10.38%     2/1/2015     30.00
SPHERIS INC             11.00%   12/15/2012      1.50
THORNBURG MTG            8.00%    5/15/2013      3.25
TIMES MIRROR CO          7.25%     3/1/2013     35.00
TOUSA INC                9.00%     7/1/2010     13.50
TRANS-LUX CORP           8.25%     3/1/2012     18.63
TRICO MARINE             3.00%    1/15/2027      9.25
TRICO MARINE SER         8.13%     2/1/2013     10.25
UAL-CALL03/11            5.00%     2/1/2021    100.00
VIRGIN RIVER CAS         9.00%    1/15/2012     50.00
WASH MUT BANK FA         5.13%    1/15/2015      0.25
WCI COMMUNITIES          4.00%     8/5/2023      1.30
WOLVERINE TUBE          15.00%    3/31/2012     36.00



                           *********

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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