TCR_Public/110303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, March 3, 2011, Vol. 15, No. 61

                            Headlines

1008 RANCH: Case Summary & 20 Largest Unsecured Creditors
77 MCD: Wants To Use Bank of America's Cash Collateral
77 MCD: Has Interim OK To Hire Sanders & Dempsey as Bankr. Counsel
77 MCD: Section 341(a) Meeting Scheduled for March 29
ADELPHIA COMMS: Settles Banks' Grid Interest Claims for $42-Mil.

ALTRA HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
AMBAC FINANCIAL: AAC Files Statutory Financial Statements
AMEREN ENERGY: Moody's Downgrades Rating on Senior Notes to 'Ba1'
AMERICAN MEDIA: Akin Gump Seeks $1.07MM in Final Fees and Expenses
AMERICAN MEDIA: Paul Weiss Seeks $372,016 in Final Fees & Expenses

AMERICAN RENAL: Moody's Assigns 'Caa2' Rating to $125 Mil. Notes
AMERICAN RENAL: S&P Affirms Corporate Credit Rating at 'B'
AMERISTAR CASINOS: S&P Downgrades Corporate Credit Rating to 'BB-'
APPLESEED'S INTERMEDIATE: Disclosure Statement Approved
ARLINGTON LODGING: Voluntary Chapter 11 Case Summary

AXAR HOTEL: Voluntary Chapter 11 Case Summary
AZ CHEM: S&P Affirms Corporate Credit Ratings at 'B'
BBD PROPERTIES: Case Summary & Largest Unsecured Creditor
BON VOYAGE: Voluntary Chapter 11 Case Summary
BORDERS GROUP: Lessor Wants to Evict Debtor From Coventry Area

BORDERS GROUP: Proposes to Assume NCC Westwood Lease
BORDERS GROUP: Texas Tax Jurisdictions Oppose Priming of Liens
BOISE COUNTY: Files for Chapter 9 Bankruptcy After Verdict
BOISE COUNTY: Chapter 9 Case Summary & Creditors List
CAESARS ENTERTAINMENT: Moody's Lifts Corp. Family Rating to 'Caa2'

CALIFORNIA COASTAL: Emerges From Chapter 11 Bankruptcy
CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan
CAMP COOLEY: Court Sets Disclosure Statement Hearing for April 20
CANAL CORP: Hunton & Williams Collects $181T for Oct.-Dec. Work
CAR WASH: Voluntary Chapter 11 Case Summary

CASELLA WASTE: Posts $6.4 Million Net Loss in Jan. 31 Quarter
CENTRO NP: BRE Stock Purchase Deal Cues Moody's Rating Review
CIRCUIT CITY: E.D. Va. Says Inaction Nixes Reclamation Claim
CITY OF ANGEL: Case Summary & 13 Largest Unsecured Creditors
CLEARWIRE CORP: Accord With Sprint Over Pricing Dispute Imminent

CLIFFDALE-ASHTON: Voluntary Chapter 11 Case Summary
CLUB VENTURES: Files for Chapter 11, Has DIP Financing
CLUB VENTURES: Case Summary & 30 Largest Unsecured Creditors
COLLISION EXPRESS: Voluntary Chapter 11 Case Summary
COLONIAL BANCGROUP: Plan Confirmation Hearing on May 11

COPPER CREEK: Case Summary & 9 Largest Unsecured Creditors
CREDIT-BASED ASSET: Disclosure Statement Hearing on May 4
CRYSTAL COAST: Emerges from Chapter 11 Bankruptcy
CSN INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
CUMBERLAND GAP: Case Summary & 18 Largest Unsecured Creditors

DAGAR ENTERPRISES: Case Summary & Largest Unsecured Creditor
DBSD N.A.: Solus, Harbinger Submit Competing Bids
DIRECT GRADING: Files for Chapter 11 Bankruptcy Protection
DIRECT GRADING: Case Summary & 20 Largest Unsecured Creditors
DORAL FINANCIAL: Fitch Affirms Issuer Default Rating at 'CCC'

EASTERN LIVESTOCK: Peoples Bank Wants to Foreclose on Property
EASTERN LIVESTOCK: Sec. 341 Meeting on April 5
EASTMAN KODAK: Legg Mason, Fidelity Urged to Lead Turnaround
EMIVEST AEROSPACE: To Auction Jet-Plane Making Business March 14
ENIVA USA: Files for Chapter 11 in Minneapolis

EQUINIX INC: S&P Affirms'B+' Corporate Credit Rating
FIBERVISIONS CORPORATION: Moody's 'B1' Corporate After Refinancing
FIBRIA CELULOSE: Fitch Upgrades Issuer Default Ratings to 'BB+'
FIVE HOUSTON: Involuntary Chapter 11 Case Summary
GARLOCK SEALING: Judge Quashes Subpoenas to Asbestos Trusts

GAS CITY: Owner's Son Seeks to Buy Creamery Chain for $2.9MM
GC MERCHANDISE: Files for Chapter 11 in Dallas
GENERAL CHEMICAL: S&P Affirms 'B' Corporate Credit Rating
GENERAL GROWTH: Hearing on Final Decree Adjourned to March 23
GENERAL GROWTH: Stipulates Facts on Eurohypo Claims Dispute

GENERAL GROWTH: Lost $1.44 Billion in 2010
GENERAL MOTORS: A. Koch to Step in as Old GM Director
GENERAL MOTORS: Parties Object to $0 for Unliquidated Claims
GENERAL MOTORS: U.S. Govt. Wants Quick Exit From New GM
GRABANSKI LAND: Judge Denies Plea to Name Operating Trustee

HALLMARK CLEANING: Voluntary Chapter 11 Case Summary
HARDAGE HOTELS: Section 341(a) Meeting Scheduled for March 31
HARDAGE HOTELS: Asks for Court's Nod to Use Cash Collateral
HARDAGE HOTELS: Taps Pachulski Stang as Bankruptcy Counsel
HARDAGE HOTELS: Wants BMC Group as Claims, Notice, Balloting Agent

HATHAWAY ENTERPRISES: Sec. 341(a) Meeting Scheduled for March 30
HEALTH CARE REIT: S&P Gives Stable Outlook, Affirms 'BB' Rating
HIGHLAND CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
HOST HOTELS: Fitch Upgrades Issuer Default Rating to 'BB'
HSBC FINANCE: Fitch Affirms 'E' Individual Rating

INNKEEPERS USA: Creditors Panel Objects to Five Mile-Lehman Deal
ISLE OF CAPRI: Moody's Reviews 'B3' Corporate Family Rating
ISLE OF CAPRI: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes
J&J WAREHOUSE: Files for Chapter 11 in Los Angeles
JACUZZI BRAND: S&P Raises Rating on $170 Mil. Loan to 'CCC+'

JMS FAMILY: Case Summary & 11 Largest Unsecured Creditors
KEY ENERGY: Moody's Rates New Notes at 'B1', Gives Stable Outlook
KEY ENERGY: S&P Assigns 'BB-' Rating to Senior Unsec. Notes
LEGAL IGAMING: Files For Chapter 11 Bankruptcy Protection
LEGAL IGAMING: Case Summary & 5 Largest Unsecured Creditors

LEHMAN BROTHERS: Amends Transition Services Pact With Barclays
LEHMAN BROTHERS: Ex-Employee Wants to Pursue Counter-Claim
LEHMAN BROTHERS: Merit, et al., Have Until June 15 to File Plan
LEVEL 3: Moody's Rates New $500 Mil. Senior Notes at 'Caa1'
LEVEL 3: S&P Assigns 'CCC' Rating to $300 Mil. Senior Notes

MA-BBO FIVE: Voluntary Chapter 11 Case Summary
MAGIC BRANDS: Sales Sizzle as Industry Rebounds From Downturn
MBIA INC: U.S. Appeals Court Reinstates Shareholder Lawsuit
MDG CAPITAL: Dispute with Regions Bank Led to Chapter 11 Filing
MESA AIR: Entities File Notice to Transfer Claims

MESA AIR: Seaport V, et al., & Riva Ridge Purchase More Claims
MESA AIR: Wins Approval of Fokker Settlement Agreement
MK NETWORK: Asks for Court's Permission to Use Cash Collateral
NEBRASKA BOOK: Said to Weigh Bankruptcy as Maturities Loom
PAIR-A-DICE: Suit From Union Bank Prompted Bankruptcy Filing

PARADISE PARK: Case Summary & 15 Largest Unsecured Creditors
PAWNSHOP MANAGEMENT: Southern Pawn Files for Chapter 11
PERPETUAL ENERGY: Moody's Assigns 'B3' Senior Unsecured Rating
PERPETUAL ENERGY: S&P Assigns 'B' Corporate Credit Rating
PROTEOGENIX INC: Shuts Down After Raising $25M in Venture Capital

QAB INVESTMENTS: Voluntary Chapter 11 Case Summary
S & A REALTY: Case Summary & 6 Largest Unsecured Creditors
SCANWOOD CANADA: Wins Court Nod to Obtain $1M Operating Loan
SEXY HAIR: Moves Forward With Tweaked Chapter 11 Exit Plan
SHOPPES OF LAKESIDE: Files Plan of Reorganization

SOUTH EDGE: Dist. Court Gives Ch. 11 Trustee Chance to Appeal
STATION CASINOS: Tax Dispute Not Proper in Bankr. Court, Says U.S.
SUMMIT FIRE: Files For Chapter 7 Bankruptcy Protection
SW OWNERSHIP: Chapter 11 Filing Averts Foreclosure
TAYLOR BEAN: Ocala Regains Ownership of Parker-Menchan House

TEE INVESTMENT: Lakeridge Apartments in Chapter 11
TRIKEENAN TILEWORKS: Trust Fights Butler's Plea to Acquire Assets
TRICO MARINE: Files Joint Chapter 11 Plan of Liquidation
TUSCAN TOWER: Case Summary & 6 Largest Unsecured Creditors
US CHEEMA: Voluntary Chapter 11 Case Summary

VENTAS INC: Moody's Puts (P)Ba1 Rating on Sr. Debt Shelf on Review
WARREN OLIVER: Case Summary & 7 Largest Unsecured Creditors
YRC WORLDWIDE: Fitch Puts 'CC' Issuer Rating on Negative Watch

* Roubini Sees Almost $100BB of Muni Bond Defaults in 5 Years
* U.S. Boat Industry No Longer Floundering, But Recovery Murky

* Bracewell & Giuliani Continues Expansion in New York

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1008 RANCH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 1008 Ranch Road 620 South, L.P.
        1008 Ranch Road 620 South, Suite 203
        Lakeway, TX 78734

Bankruptcy Case No.: 11-10490

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Guillermo Ochoa-Cronfel, Esq.
                  LAW OFFICES OF GUILLERMO OCHOA-CRONFEL
                  2700 Bee Caves Rd., Suite 103
                  Austin, TX 78758
                  Tel: (512) 347-9600
                  Fax: (512) 347-9911
                  E-mail: gjocronfel@austin.rr.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/txwb11-10490.pdf

The petition was signed by Randall L. Byrd, president of general
partner.


77 MCD: Wants To Use Bank of America's Cash Collateral
------------------------------------------------------
77 McD L.L.C. asks the U.S. Bankruptcy Court for the District of
Arizona to enter an order allowing it to use funds that Bank of
America, N.A., claimed as cash collateral, until May 2011.

The Debtor financed construction of its apartment complexes
through a Construction Loan Agreement, between the Debtor and the
BofA, dated July 31, 2007, for the maximum principal amount of
$46,791,600.  BofA was essentially granted a security interest in
substantially all the Debtor's assets.  As of the Petition Date,
the total outstanding principal balance under the loan is
$45,027,904.

Kelly Singer, Esq., at Squire, Sanders & Dempsey (US) LLP,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/77_MCD_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
grant the BofA replacement liens on account of any diminution in
value of the BofA's collateral.  The Debtor also proposes to make
monthly payments to the BofA.

The BofA has objected to the Debtor's request to use cash
collateral, saying that it has not yet had an opportunity to
review the Debtor's motion in detail.  The BofA says that the
Debtor defaulted under the construction loan by, among other
things, failing to make payments to BofA when due.

BofA is represented by Snell & Wilmer L.L.P.

                        About 77 McD L.L.C.

77 McD L.L.C. -- dba Barossa At The Park and Indigo At The Park --
is headquartered in Phoenix, Arizona.  Its primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes commonly referred to as Barossa at the Park and Indigo
at the Park.

77 McD filed for Chapter 11 bankruptcy protection on Feb. 22, 2011
(Bankr. D. Ariz. Case No. 11-04239).  Kelly Singer, Esq., at
Squire, Sanders & Dempsey (US) LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


77 MCD: Has Interim OK To Hire Sanders & Dempsey as Bankr. Counsel
------------------------------------------------------------------
77 McD L.L.C. sought and obtained interim authorization from the
Hon. Charles G. Case, II, of the U.S. Bankruptcy Court for the
District of Arizona to employ Sanders & Dempsey (US) LLP as
bankruptcy counsel.

Sanders & Dempsey will, among other things:

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

     b. assist the Debtor with the preparation of its schedules of
        assets and liabilities and statements of financial
        affairs;

     c. advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulate and implement appropriate
        procedures with respect to the closing of any such
        transactions, and counsel the Debtor in connection with
        the transactions; and

     d. advise the Debtor in connection with any postpetition
        financing and cash collateral arrangements and negotiate
        and draft documents relating thereto, provide advice and
        counsel with respect to prepetition financing
        arrangements, and negotiate and draft documents relating
        thereto.

Sanders & Dempsey will be paid based on the hourly rates of its
professionals:

        New Associates                   $180
        Senior Partners                  $995
        New Project Assistants           $140
        Senior Paralegals                $340

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

The Court has set a final hearing for March 24, 2011, at
1:30 p.m., Arizona Time, on the Debtor's request to hire Sanders $
Dempsey as bankruptcy counsel.

                        About 77 McD L.L.C.

77 McD L.L.C. -- dba Barossa At The Park and Indigo At The Park --
is headquartered in Phoenix, Arizona.  Its primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes commonly referred to as Barossa at the Park and Indigo
at the Park.

77 McD L.L.C. filed for Chapter 11 bankruptcy protection on Feb.
22, 2011 (Bankr. D. Ariz. Case No. 11-04239).  The Debtor
estimated its assets and debts at $10 million to $50 million.

Bank of America, N.A., the secured creditor owed $45 million, is
represented by Snell & Wilmer L.L.P.


77 MCD: Section 341(a) Meeting Scheduled for March 29
-----------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of 77 McD
L.L.C.'s creditors on March 29, 2011, at 10:30 a.m., at US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-
PHX).

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.

                        About 77 McD L.L.C.

77 McD L.L.C. -- dba Barossa At The Park and Indigo At The Park --
is headquartered in Phoenix, Arizona.  Its primary business is
ownership and management of two urban lifestyle-oriented apartment
complexes commonly referred to as Barossa at the Park and Indigo
at the Park.

77 McD filed for Chapter 11 bankruptcy protection on Feb. 22, 2011
(Bankr. D. Ariz. Case No. 11-04239).  The Debtor estimated its
assets and debts at $10 million to $50 million.

Kelly Singer, Esq., at Squire, Sanders & Dempsey (US) LLP, serves
as the Debtor's bankruptcy counsel.  Bank of America, N.A., the
secured creditor owed $45 million, is represented by Snell &
Wilmer L.L.P.


ADELPHIA COMMS: Settles Banks' Grid Interest Claims for $42-Mil.
----------------------------------------------------------------
Bankruptcy Law360 reports that Adelphia Communications Corp. asked
a New York bankruptcy court Monday to green light a $42.5 million
settlement to resolve so-called grid interest claims Citibank NA
and Bank of Nova Scotia raised as administrative agents for two
credit facilities.

                    About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offers analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, which became effective February 13,
2007.  The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit
of holders of Trust interests.


ALTRA HOLDINGS: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed all of Altra Holdings, Inc.'s
ratings, including the B1 corporate family rating, following the
company's announcement of plans to issue $75 million of
convertible senior notes (unrated) to fund, in part, its
acquisition of the assets and liabilities of Danfoss Bauer GmbH
(Bauer).  The rating outlook remains stable.

These ratings were affirmed:

  -- Corporate family rating at B1;

  -- Probability of default at B1;

  -- $210 million senior secured notes due 2016 at B1 (LGD3, 45%
     from LGD4, 57%); and

  -- Speculative grade liquidity rating at SGL2.

                         Rating Rationale

Altra's 43.1 million Euro (approximately $60 million) acquisition
of Bauer, a European manufacturer of gearmotors to the materials
handling, metals, food processing and energy industries, will
initially result in a modest increase in leverage and is believed
to generate lower margins than Altra's existing businesses due to
ongoing restructuring initiatives.  The acquisition is viewed as a
logical extension of its Boston Gear and Nuttall Gear brands and
expands its presence in Europe and emerging markets.  Over time,
Bauer's strength in helical gearmotors should help Altra gain
share in this underpenetrated market in North America.  Bauer
generated revenues of 73.4 million Euros (approximately
$100 million) in 2010.

The B1 rating and stable outlook continue to reflect Altra's
relatively conservative adjusted leverage, at approximately 3.8x
proforma for the convertible note issuance, consistent free cash
flow and good liquidity.  Despite the heightened integration risk
resulting from the Bauer acquisition, improving demand in both
early and late-cycle businesses is expected to support revenue and
earnings expansion in 2011 which should allow Altra to restore
credit metrics over the near term.  In addition, the company's
high cash balances and expected cash generation in 2011 should
enable Altra to execute additional bolt-on acquisitions without
adding incremental debt.

While the acquisition tempers near term rating momentum created by
the company's strong 2010 performance, a positive rating action
could occur following the successful integration of Bauer and a
reduction in leverage below 3.5x.  Conversely, ratings pressure
could surface if Altra were to complete additional debt-financed
acquisitions that pushed leverage over 5.0x or if integration
efforts ran into unforeseen challenges that weighed on Altra's
margins over an extended period.

The last rating action on Altra was the November 11, 2009, change
in outlook to stable from negative.

Altra is a global designer, producer and marketer of a wide range
of mechanical power transmission and motion control products
serving customers in a diverse group of industries, including
energy, general industrial, material handling, mining,
transportation, and turf and garden.  Altra's product portfolio
includes industrial clutches and brakes, enclosed gear drives,
open gearing, belted drives, couplings, engineered bearing
assemblies, linear components, electronic drives and other related
products.  Net sales in 2010 were roughly $520 million.


AMBAC FINANCIAL: AAC Files Statutory Financial Statements
---------------------------------------------------------
Ambac Assurance Corporation said it has filed statutory financial
statements as of and for the year ended December 31, 2010 for
Ambac Assurance, Ambac Assurance Corporation Segregated Account
(in rehabilitation), and Everspan Financial Guarantee Corporation.

                       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)


AMEREN ENERGY: Moody's Downgrades Rating on Senior Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Ameren Energy Generating Company to Ba1 from Baa3.  The rating
outlook is negative.  This rating action concludes the review for
downgrade of Ameren Genco's ratings initiated on December 1, 2010.
Moody's affirmed the ratings and stable rating outlook of Ameren
Corporation (Baa3 senior unsecured).

                        Ratings Rationale

"The downgrade of Ameren Genco's ratings reflects declining cash
flow coverage metrics that are not expected to remain above
Moody's investment grade rating parameters, continued low power
prices that are weighing heavily on margins, and the company's
vulnerability to higher environmental spending requirements", said
Michael G. Haggarty, Senior Vice President.  The Ba1 rating is
better reflective of the risks associated with this relatively
small, predominantly coal fired, unregulated generating company
selling power mostly in the MISO power market.  Unlike neighboring
PJM, MISO does not have a viable capacity market in place, putting
generators operating in MISO power market at a disadvantage
compared to those operating in PJM.  Power prices are also
particularly low in the Midwest region compared to some other
areas of the country.

In contrast to certain of its unregulated generating company
peers, Ameren Genco's fleet is only partially scrubbed, raising
the prospect of substantially higher capital expenditures going
forward, especially when new environmental compliance requirements
are enacted by the Environmental Protection Agency.  Ameren
recently raised its merchant generation segment capital
expenditure projections for the years 2011 through 2014, partly as
a result of new Clean Air Transport and coal combustion byproduct
rules, and is accelerating the installation of scrubbers at its
Newton power plant, its largest unit.  Ameren Genco has been free
cash flow negative for much of its recent history, although it
generated $185 million of free cash flow in 2010 due to
significant cuts in both O&M and capital spending.  Higher capital
expenditure levels over the next several years increases the
likelihood that the company will be again be free cash flow
negative unless power prices improve substantially from currently
depressed levels.

The downgrade also reflects Moody's view that the Ameren parent
company has limited flexibility to support its merchant generating
business given ongoing regulatory uncertainties at both its
Missouri and Illinois regulated utility businesses.  While Ameren
Genco was originally envisioned as a potentially robust source of
dividends and cash flow for the parent company after below market
contracts with its affiliate utilities expired several years ago,
continued low power prices and poor economic conditions have
largely changed this dynamic.  With the prospect of several years
of low natural gas prices, a slow and uncertain economic recovery,
and new environmental compliance requirements, the ability of
Ameren Genco to provide significant cash flow to the parent
company and help mitigate the organization's above average level
of regulatory risk will be severely constrained.

Moody's notes that Ameren Genco did pay down $200 million of long-
term debt in the fourth quarter of 2010, reducing unadjusted long-
term debt outstanding to $825 million from $1.025 billion by using
internal cash flow generated by the company's relatively high
level of above market hedged power sales in 2010.  The company
also executed a new three-year, $500 million bank credit facility
jointly with the parent company (with $100 million drawn at
December 31, 2010), providing satisfactory liquidity to meet any
additional collateral required by its status as a Ba1 rated
counterparty.  According to the company's most recent disclosure
in its 2010 Form 10-K, a downgrade below investment grade could
require up to a manageable $28 million of additional collateral
requirements.  The Ameren/Ameren Genco bank credit facility rating
was also downgraded to Ba1 as the obligations of each company
under the facility are several and not joint, and Ameren does not
guarantee the obligations of Ameren Genco under the facility.

The negative rating outlook on Ameren Genco reflects current
uncertainty over the timing and magnitude of new EPA environmental
compliance regulations and the potential for substantial
additional capital expenditures once the EPA proposes and
implements all of its pending rules for the control of mercury,
coal ash, cooling water intake, greenhouse gases, and other
hazardous materials.  It also reflects Moody's expectation that
the company's positive free cash flow generation in 2010 will not
be sustained; that additional debt financing could be necessary to
finance these capital expenditure requirements; and that metrics
could decline further from current levels unless power prices
improve.

The affirmation of the rating and stable outlook of parent company
Ameren considers the stable rating outlooks on its two regulated
utility subsidiaries, Ameren Missouri (Baa2 senior unsecured) and
Ameren Illinois (Baa3 senior unsecured); the low $425 million of
debt at the parent company, and the relatively small contribution
of Ameren Genco to Ameren's overall risk profile compared to its
regulated utility businesses.  The parent company's rating is more
likely to be pressured by negative regulatory developments at
either its two utility subsidiaries.  Rate cases are pending in
both Missouri and Illinois, as well as legal challenges to current
rates in place in Missouri, the outcomes of which will be
important to the maintenance of stable rating outlooks of both the
parent company and the two utilities.

Ratings downgraded include Ameren Genco's senior unsecured and
bank credit facility rating, to Ba1 from Baa3.

Ratings affirmed include Ameren's Baa3 senior unsecured and Issuer
Rating.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri.  It is the parent company of
regulated utility subsidiaries Ameren Missouri and Ameren Illinois
and unregulated generation subsidiaries Ameren Energy Generating
Company and AmerenEnergy Resources Generating Company.

Headquartered in Guatemala City, Guatemala, The Central American
Bottling Corporation is the anchor bottler for PepsiCo (Aa3,
stable) in the Central American countries of Guatemala (Baa3
foreign currency country ceiling with a stable outlook), its
largest market in terms of sales and earnings, Nicaragua, Honduras
and El Salvador.  CABCORP generates most its volume from
carbonated soft drinks but also from non-CSD categories such as
beer, juice, nectars and isotonic and energy drinks.


AMERICAN MEDIA: Akin Gump Seeks $1.07MM in Final Fees and Expenses
------------------------------------------------------------------
Akin Gump Strauss Hauer & Feld LLP, counsel for American Media,
Inc., and its debtor affiliates, asks Judge Martin Glenn of the
U.S. Bankruptcy Court for the Southern District of New York to
allow payment of $1,053,342 for fees and reimbursement of $22,548
for expenses for the period Nov. 17 through Dec. 23, 2010.

The amount sought represents 2005.15 hours of professional
services and 225.6 hours of law clerk and paraprofessional
services.

During the Compensation Period, Akin Gump assisted the Debtors in
connection with the consummation of their Joint Prepackaged Plan
of Reorganization.  Among other things, Akin Gump participated in
discussions, meetings and teleconferences regarding issues related
to (i) the results of the election pursuant to which holders of
term facility claims were authorized to require the backstop
parties to purchase the New Second Lien Notes they received under
Plan, and (ii) the allocation and distribution of cash and New
Second Lien Notes to the holders of term facility claims.  Akin
Gump also prepared appropriate notices and press materials related
to the consummation of the Plan.  The Effective Date of the Plan
occurred on Dec. 22, 2010.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.  Judge
Martin Glenn presides over the case.  Ira S. Dizengoff, Esq., Arik
Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik,
Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel.
Moelis & Company is the Debtors' financial advisors and investment
bankers.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

American Media filed, together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.  Judge Glenn confirmed the
Debtors' Amended Joint Prepackaged Plan of Reorganization on
December 20, 2010, clearing the way for the Debtors to emerge from
Chapter 11 reorganization by the end of 2010.

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


AMERICAN MEDIA: Paul Weiss Seeks $372,016 in Final Fees & Expenses
------------------------------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to an
unofficial committee formed by certain holders of the 9% Senior
PIK Notes due 2013 and the 14% Senior Subordinated Notes due 2013,
seeks payment of $368,182 for fees and reimbursement of $3,834 for
expenses for the period November 17 through December 22, 2010.

The amount sought represents 524.80 hours of professional services
and 23.70 hours of law clerk and paraprofessional services.

Paul Weiss related that it spent significant time assisting the
Committee in connection with obtaining the financing required to
consummate the Debtors' Plan of Reorganization, including (i) the
new first lien secured financing in a principal amount of
approximately $385 million, (ii) new second lien secured financing
in a principal amount of up to $105 million, and (iii) an
approximately $40 million new first lien secured revolving credit
facility.

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010.  Judge
Martin Glenn presides over the case.  Ira S. Dizengoff, Esq., Arik
Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik,
Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel.
Moelis & Company is the Debtors' financial advisors and investment
bankers.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.

American Media filed, together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.  Judge Glenn confirmed the
Debtors' Amended Joint Prepackaged Plan of Reorganization on
December 20, 2010, clearing the way for the Debtors to emerge from
Chapter 11 reorganization by the end of 2010.

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


AMERICAN RENAL: Moody's Assigns 'Caa2' Rating to $125 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 (LGD5, 88%) rating to
American Renal Holdings Company, Inc.'s proposed issuance of
$125 million of senior PIK toggle notes due 2016.  The issuer
is the parent holding company of American Renal Holdings, Inc.
Concurrently, Moody's lowered the Corporate Family and Probability
of Default Ratings at American Renal Holdings, Inc., to B3 from
B2.  These ratings will be subsequently reassigned at the parent
holding company level, the highest level in the corporate
structure with rated debt upon the close of the transaction.
Moody's also affirmed the ratings of the senior secured notes at
American Renal Holdings, Inc., at B2 (LGD3, 35%) and lowered the
rating of American Renal Holdings, Inc.'s revolving credit
facility to B1 (LGD2, 24%).  Finally, Moody's also affirmed the
SGL-2 Speculative Grade Liquidity Rating.  The ratings outlook is
stable.

Moody's understands that the proceeds of the proposed senior PIK
toggle notes will be used to pay a dividend to shareholders and
pay fees and expenses.

This is a summary of Moody's rating actions.

Ratings assigned:

American Renal Holdings Company, Inc.:

  -- $125 million senior PIK toggle notes due 2016, Caa2 (LGD5,
     88%)

Ratings downgraded:

American Renal Holdings, Inc.:

  -- $25 million senior secured revolver due 2015, to B1 (LGD2,
     24%) from Ba3 (LGD2, 23%)

  -- Corporate Family Rating, to B3 from B2

  -- Probability of Default Rating, to B3 from B2

Ratings affirmed/LGD assessments revised:

American Renal Holdings, Inc.:

  -- $250 million senior secured notes due 2018, to B2 (LGD3, 35%)
     from B2 (LGD4, 53%)

  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

The downgrade of American Renal's Corporate Family Rating to B3
reflects the aggressive financial policy of the company
characterized by the considerable increase in leverage and
decapitalization of the company following the payment of the debt
financed dividend.  Moody's estimates that pro forma leverage will
increase in excess of 1.5 times the level incurred when the
ratings were initially assigned in April 2010 to over 7.1 times.
The increase in leverage follows the recent improvement in the
leverage metrics resulting from the growth in the business since
Moody's initially assigned the rating.  However, despite the
growth, the rating also considers the still modest scale of the
company and the expectation that American Renal will use available
cash flow to aggressively grow through the development of de novo
centers.  Finally, the rating considers risks associated with the
focus on the dialysis services marketplace and its high
concentration of revenues from government based programs, which
were subject to a change in reimbursement methodology on January
1, 2011.  However, Moody's also considers the company's unique
position in its focus on developing centers in partnership with
practicing nephrologists, which has resulted in favorable
operating performance and relatively rapid maturation of newly
developed centers.  The ratings also reflect the relatively stable
business profile characterized by increasing incidences of end
stage renal disease and the medical necessity of the service
provided.

Upward pressure on the rating is somewhat limited in the near term
because of the expectation that the increase in leverage incurred
with the payment of the dividend to shareholders will not be
materially reduced in the near term.  The rating also remains
constrained by the relatively small scale of the company.
However, if the company improves operating results or repays debt
such that adjusted debt to EBITDA is sustained below 5.5 times and
free cash flow to adjusted debt is around 5%, Moody's could change
the outlook to positive or upgrade the ratings.

If the company takes on additional debt to fund acquisitions or if
the bundled prospective payment system, which became effective
January 1, 2011, unfavorably impacts American Renal's business
model such that leverage were to increase from current levels,
Moody's could change the outlook to negative or downgrade the
ratings.  Additionally, sustained negative free cash flow from
either operating difficulty or investments in de novo centers that
have a lower than expected or delayed return could result in
downward pressure on the ratings.

Moody's last rating action on American Renal was on April 21,
2010, when Moody's assigned ratings to the company for the first
time in conjunction with the acquisition of the company by
Centerbridge Partners and management.

American Renal'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 of tolerance for risk.  These
attributes were compared against other issuers both within and
outside of American Renal's core industry and American Renal's
ratings are believed to be comparable to those other issuers of
similar credit risk.

American Renal is a provider of outpatient dialysis services to
patients with chronic kidney failure.  At December 31, 2010,
American Renal operated 93 centers in 17 states and the District
of Columbia.  The centers are jointly owned by nephrologist
partners.  The company provides managerial, accounting, financial,
technological and administrative support services to the joint
venture partners.  American Renal recognized between $304 million
and $306 million in revenue for the year ended December 31, 2010.


AMERICAN RENAL: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Beverly, Mass.-based kidney dialysis provider American
Renal Holdings, Inc., including S&P's 'B' corporate credit rating
on the company.  The rating outlook is stable.

At the same time, S&P assigned its 'CCC+' issue-level rating to
the proposed $125 million senior PIK toggle notes issued by
American Renal Holdings Co., Inc. The recovery rating on the notes
is '6', indicating S&P's expectation for negligible recovery (0%
to 10%) in the event of payment default.  The company intends to
use the proceeds to finance a dividend to shareholders.

The low speculative-grade rating on American Renal Holdings Inc.,
a kidney dialysis service provider, reflects its highly leveraged
financial risk profile and vulnerable business risk profile.
Last year, the company was acquired in a largely debt-financed
transaction by affiliates of Centerbridge Partners L.P. and
certain members of management.  It is currently proposing a
$119 million dividend to shareholders, increasing pro forma
leverage more than two turns, to over 7x at Dec. 31, 2010.  The
company's single-focus business is relatively small, with limited
geographic diversity.  It depends on the treatment of a single
disease and the pricing of its services is subject to intense
pressure from government and private payors.

"S&P views American Renal's financial risk profile as highly
leveraged," said Standard & Poor's credit analyst Gail Hessol.  As
of Dec. 31, 2010, pro forma debt to trailing-12-months' EBITDA
after minority interest was over 7x (reflecting the capitalization
of operating leases and S&P's other usual adjustments).  S&P
believes that, as a matter of financial policy, American Renal
will pursue growth and shareholder friendly actions; S&P expects
leverage to remain high, particularly with PIK debt accretion in
excess of $12 million per year.  S&P's assessment of the company's
financial risk profile also reflects the relative complexity of
the joint venture business model, compared with more conventional
organizational structures.


AMERISTAR CASINOS: S&P Downgrades Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on Las Vegas-based Ameristar
Casinos Inc.  S&P lowered the corporate credit rating to 'BB-'
from 'BB'.  The rating outlook is stable.

The downgrade follows Ameristar's announcement that it plans to
repurchase $457.6 million in shares from the Estate of Craig H.
Nielsen.  The share repurchase will bring the estate's total
ownership down to 17%, below the 20% threshold that the Craig H.
Nielsen Foundation is permitted to retain following distribution
from the estate according to the Internal Revenue Code and
applicable regulations thereunder.  The company will pursue a
$2.1 billion recapitalization transaction to fund the share
repurchases and refinance its existing $1.5 billion of outstanding
debt.  In the event the company completes these transactions, S&P
expects pro forma leverage to increase meaningfully to
approximately 6.5x from 4.9x at Dec. 31, 2010, no longer
consistent with the prior corporate credit rating.

"At the 'BB' corporate credit rating, S&P expected Ameristar to
maintain leverage below 5.0x," noted Standard & Poor's credit
analyst Melissa Long.  "Although the transactions are subject to
financing and other closing conditions, the lower corporate credit
rating reflects a more aggressive financial policy than S&P had
previously factored into the rating."

In 2011, S&P expects Ameristar to generate relatively stable
revenue and EBITDA.  S&P's performance expectations incorporate
its view that the outlook for the U.S. gaming industry in 2011 is
relatively stable.  While Standard & Poor's economists currently
forecast a modest 3.2% increase in consumer spending, S&P expects
this spending will continue to be weighted more toward essential
items rather than discretionary items such as gaming.  Still, S&P
expects Ameristar to continue to generate good levels of free cash
flow and that the company will focus its free cash flow on debt
repayment.  S&P believes leverage will improve to the low-6x area
by the end of 2011.  While S&P anticipates the transaction will
enable Ameristar to more aggressively pursue expansion
opportunities than it has in recent periods, the 'BB-' rating
incorporates S&P's expectation that over the near term the company
will focus its efforts on bringing debt balances down and that
leverage will remain in the low-6x area or lower over time.

The 'BB-' rating reflects Ameristar's high levels of competition
in many of its markets, generally weak operating conditions in the
U.S. gaming industry due to the pullback in consumer spending, and
high debt leverage.  The company's relatively diversified
portfolio of gaming operations, leading market share in several of
its markets, and S&P's expectation of relatively stable cash flow
generation over the intermediate term temper these weaknesses.


APPLESEED'S INTERMEDIATE: Disclosure Statement Approved
-------------------------------------------------------
Bankruptcy Law360 reports that Appleseed's Intermediate Holdings
LLC obtained bankruptcy court approval for its disclosure
statement on Tuesday, allowing creditors to begin voting on a
reorganization plan.  Judge Kevin Gross set an April 14
confirmation hearing, according to Law360.

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Appleseed's Intermediate and its affiliates have filed a
proposed Plan of Reorganization based upon a prepetition agreement
reached with lenders.  Immediately prior to the bankruptcy filing,
Appleseed's reached a deal with over 80% of its first lien secured
lenders and 100% of its second lien secured lenders on the terms
of a reorganization that will eliminate approximately $420 million
of indebtedness (over 55%) to approximately $310 million, and
improve the Company's operating flexibility.

The Plan provides for the reorganization of the Debtors as a going
concern and contemplates satisfying claims through these sources:

  a. a senior secured asset-based revolving facility, referred to
     in the Plan as the "New ABL Facility," of up to a principal
     amount of $80 million (approximately $46.2 million of which
     will be drawn on the Effective Date), which will be used to
     fund the Debtors' ongoing operations post-emergence and to
     satisfy any amount outstanding under the DIP Facility
     Tranche A;

  b. a new senior secured term loan, referred to in the Plan as
     the "New Senior Term Loan," in the principal amount of
     $35 million;

  c. a new first lien secured term loan referred to in the Plan as
     the "New First Lien Term Loan," in the principal amount of
     $200 million;

  d. a new junior secured term loan referred to in the Plan as
     the "New Junior Term Loan," in the principal amount of
     $43 million;

  e. cash on hand to make any payments provided for in the Plan;
     and

  f. shares of stock in Reorganized Debtor, referred to in the
     Plan as the "New Common Stock."

The Plan contemplates these distributions to the Debtors' claim
holders, among other recoveries:

  a. DIP Facility Tranche A Lenders will receive payment in full,
     in Cash;

  b. DIP Facility Tranche B Lenders will receive a pro rata share
     of the New Senior Term Loan;

  c. First lien lenders will receive a pro rata share of (i) the
     New First Lien Term Loan, (ii) the New Junior Term Loan and
     (iii) 95% of the New Common Stock in the form of Class A
     Common Stock (subject to dilution on account of the
     Management Equity Incentive Program);

  d. Second lien lenders will receive a pro rata share of 5% of
     the New Common Stock in the form of Class B Common Stock
     (subject to dilution on account of the Management Equity
     Incentive Program); and

  e. Holders of qualified unsecured trade claims will be paid in
     accordance with the terms of the qualified vendor support
     agreement between the applicable Debtor and the holder of an
     allowed qualified unsecured trade claim.

The Plan contemplates that holders of general unsecured claims and
holders of AIH Note Claims will not receive any distribution on
account of such Claims, and Holders of Interests in the Debtor
won't receive any distribution on account of such Interests.

Copies of the Plan and the Disclosure Statement are available for
free at:

     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_plan.pdf
     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_ds.pdf

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

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg, Esq.,
and Richelle Kalnit, Esq., at Cooley LLP, in New York, and Robert
K Malone, Esq., Michael P Pompeo, Esq., and Howard A Cohen, Esq.,
at Drinker Biddle & Reath LLP, in Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.


ARLINGTON LODGING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Arlington Lodging, LLC
        1135 Kinwest Parkway, Suite 150
        Irving, TX 75063

Bankruptcy Case No.: 11-41089

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Mehul Patel, managing member.


AXAR HOTEL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: AXAR Hotel, LLC
        dba Mainstay Suites
        2323 Imperial Dr.
        Irving, TX 75062

Bankruptcy Case No.: 11-31376

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Bhupat Zaveri, managing member.


AZ CHEM: S&P Affirms Corporate Credit Ratings at 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit ratings on AZ Chem US and on its parent company,
AZ Chem Intermediate Inc.  AZ Chem US' current parent, Arizona
Chem Sweden Holdings AB, is expected to be merged into AZ Chem
Intermediate Inc.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating and '2'
recovery rating on the company's $60 million first-lien senior
secured revolving credit facility due 2015 and $430 million term
loan due 2016.  The ratings indicate S&P's expectation for
substantial recovery (70%-90%) in the event of a payment default.

"The ratings on AZ Chem US and AZ Chem Intermediate reflect a
highly leveraged financial risk profile and a weak business risk
profile," said Standard & Poor's credit analyst Seamus Ryan.  "The
business profile assessment is based on the company's position in
a niche market for specialty pine-based chemicals."

The stable outlook reflects S&P's expectation that leverage-
related credit metrics will be appropriate for the current
ratings.  S&P expects management will be prudent in its capital
spending and investment plans.  S&P does not expect an increase in
debt leverage caused by dividends or acquisitions.

S&P could raise ratings modestly if the company establishes a
track record of prudent financial policy, including a commitment
to maintain debt leverage at appropriate levels on a sustainable
basis.  In addition, for an upgrade, S&P would expect operating
performance to remain strong, with margins in the 13%-15% range
and positive revenue growth, along with increased visibility into
pricing trends in 2011 and beyond.

S&P could lower ratings if the company's debt leverage increases
to fund meaningful shareholder rewards so that the ratio of funds
from operations to total debt declines to the single-digit
percentage.  S&P could also lower the ratings if liquidity,
including covenant compliance, becomes a concern -- especially if
cushions under the covenants decline to single-digit-percentage
levels.


BBD PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: BBD Properties, LLC
        1062 E. Mentor
        Springfield, MO 65810

Bankruptcy Case No.: 11-60346

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Suite 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

Scheduled Assets: $1,800,000

Scheduled Debts: $1,900,000

The list of 20 largest unsecured creditors contains only one
entry:

Entity                  Nature of Claim        Claim Amount
------                  ---------------        ------------
Mid Missouri Bank        Deed of Trust          $100,000
330 W. Plainview
Springfield, MO 65810

The petition was signed by Roger H. VanHoozer, managing member.


BON VOYAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bon Voyage Investments, LLC
        4502 Edison Street
        Houston, TX 77009-3338

Bankruptcy Case No.: 11-31818

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Mian A. Bari, managing member.


BORDERS GROUP: Lessor Wants to Evict Debtor From Coventry Area
--------------------------------------------------------------
Coventry Retail, L.P., asks the Court to lift the automatic stay
to allow it to evict Debtor Borders, Inc., from certain premises
located in Coventry Township, Chester County, Pennsylvania, and
to take possession of the Premises.

Before the Petition Date, Coventry and Borders were parties to a
lease agreement, pursuant to which the Debtor occupies the
Premises, which comprise of about 4,525 square feet of space in
the Coventry Mall.

The Lease expired by its own terms on January 31, 2011.
Notwithstanding the expiration, the Debtor did not vacate the
Premises, but instead chose to continue to use and occupy the
Premises, Coventry Retail complains.

A First Amendment and Extension of Lease Agreement provides that
tenant will not be considered a holdover tenant for a period of
60 days following the end of the lease term so long as landlord
and tenant are engaged in good faith negotiations for renewal of
the lease.  Coventry Retail informs the Court that negotiations
for a renewal of the Lease have terminated.

On February 23, 2011, Coventry provided the Debtor with a 30-day
notice of termination of occupancy and Coventry's intent to take
possession of the Premises.

Representing Coventry Retail, Jeffrey C. Wisler, Esq., at
Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware --
jwisler@cblh.com -- asserts that relief from the automatic stay
is unnecessary because the Lease is not property of the Debtors'
estates.  He also contends that the Debtors have no equity in the
Lease or the Premises, and neither are necessary to an effective
reorganization given that occupancy can be terminated on 30 days'
written notice.

However, in the event the Lease is deemed not to have terminated
prepetition and is in fact a property of the Debtors' estates,
Coventry asks the Court to lift the automatic stay to allow it to
pursue all applicable state law rights and remedies necessary to
terminate the Lease, evict the Debtor from the Premises, and take
possession of the Premises.

                        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 Assume NCC Westwood Lease
----------------------------------------------------
Debtor Borders, Inc., and NCC Westwood Dome, LLC, predecessor-in-
interest to Westwood CDIT, LLC, and Westwood Dome, LLC, entered
into a lease agreement, whereby the Debtors lease the premises
located at 1360 Westwood Boulevard in Los Angeles, California,
for the operation of a Borders Superstore.  Borders closed the
Westwood store on January 8, 2011, and vacated the location on
January 18, 2011.

In July 2010, the Debtor, Ross Dress For Less, Inc., and Westwood
entered into an Assignment and Assumption of Lease With Landlord
Release, wherein the Debtor was scheduled to assign all of its
interests and obligations under the Lease Agreement to Ross for
the remainder of the lease term on February 21, 2011.

The Debtor is in default under the Assignment Agreement because
it failed to deliver the Premises as scheduled.  Nonetheless, the
parties agreed to enter into a First Amendment to the Assignment
Agreement, whereby the delivery date has been changed to the
first business day following entry of the Court's order:

  (1) approving the Assignment Agreement and all related
      amendments;

  (2) approving the assumption by the Debtor of the Lease
      Agreement, the Assignment Agreement and all related
      amendments; and

  (3) clarifying that the provisions of Rules 6004(h) and
      6006(g) of the Federal Rules of Bankruptcy Procedure do
      not apply to the assumption and assignment of the Lease.

The First Amendment provides that if the New Delivery Date does
not occur on or before February 28, 2011, the Debtors will pay
Westwood postpetition rent for the period from March 1, 2011
through the earlier of the New Delivery Date or March 4, 2011 at
the rate of $3,799 per day.  The Westwood Cure Claim, however,
will not exceed $15,197.  The First Amendment grants to Westwood
and Ross allowed unsecured claims in the combined amount of an
assignment fee of $588,680 and $75,000 broker's commission, which
Ross and Westwood will divide equally.

By this motion, the Debtors ask the Court to:

  (a) approve Borders Inc.'s assumption of the Lease Agreement,
      the Assignment Agreement and all related amendments;

  (b) authorize their entry into the First Amendment;

  (c) confirm that Rules 6004(h) and 6006(g) do not apply to the
      assumption and assignment of the Lease Agreement; and

  (d) authorize them to pay the Westwood Cure Claim.

The Debtors stress that rejecting the Lease Agreement would
create a claim for termination damages that could create a
general unsecured claim of $2.2 million after application of a
cap under Section 502(b)(6) of the Bankruptcy Code.

At the Debtors' behest, the Court will consider the Debtors'
Lease Assumption Motion on a shortened notice on March 2, 2011.
Responses or objections to the Assumption Motion are to be made
and considered at the hearing.

                        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: Texas Tax Jurisdictions Oppose Priming of Liens
--------------------------------------------------------------
Borders Group is seeking final approval on March 15 of a proposed
$505 million debtor-in-possession financing facility led by GE
Capital, Restructuring Finance.  The $505 million DIP Facility
consists of a $450 million "Working Capital Facility" and a
$55 million "Term B Facility."  The obligations of the Debtors
under the DIP Facility will be secured by a lien covering
substantially all of the assets, rights and properties of the
Debtors, subject to certain exceptions.  A full-text copy of
the DIP Credit Agreement is available for free at:

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

The Tax Appraisal District of Bell County and the County of
Denton, Texas, oppose any priming or subordination of their
senior, perfected and unavoidable tax liens on the Debtors'
property by either the DIP liens or the adequate protection liens
being granted to the Debtors' lenders.

Michael Reed, Esq., at McCreary, Veselka, Bragg & Allen, P.C., in
Round Rock, Texas -- mreed@mvbalaw.com -- tells Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York that as of January 1, 2011, liability arose and a senior
lien attached to the business personal property of the Debtors
for the 2011 taxes of the Texas Ad Valorem Tax Jurisdictions.

Thus, the Texas Ad Valorem Tax Jurisdictions require express
clarification that their senior, perfected and unavoidable tax
liens are not being primed by any liens being granted to lenders
of the Debtors.

The Texas Ad Valorem Tax Jurisdictions is ready to show the Court
that granting priming liens without a demonstration on the record
that the liens of the ad valorem tax creditors are adequately
protected is prohibited by Section 364(d) of the Bankruptcy Code,
Mr. Reed avers.

                         Cash Collateral

The Texas Ad Valorem Jurisdictions also oppose the terms of the
Debtor's use of cash collateral, asserting that the proceeds from
the sale of their collateral in the Debtors' property constitute
their own cash collateral.   They object to the use of their
collateral or the proceeds of the sale of their collateral
to pay any other creditors of the Debtors' estates.

A senior lien is attached to the business personal property of
the Debtors for the 2011 taxes of the Texas Ad Valorem Tax
Jurisdictions, Michael Reed, Esq., at McCreary, Veselka, Bragg &
Allen, P.C., in Round Rock, Texas, maintains.

Pursuant to Section 363(c)(4) of the Bankruptcy Code, absent
consent by the Texas Ad Valorem Tax Jurisdictions or an order of
the Court permitting use of their cash collateral, the Debtors
"shall segregate and account for any cash collateral" in their
possession, Mr. Reed points out.  He stresses that the Debtors
have not filed a motion seeking to use the cash collateral of the
Texas Ad Valorem Tax Jurisdictions, nor has there been notice or
a hearing on the use of the Texas Ad Valorem Tax Jurisdictions'
cash collateral.

Accordingly, absent the Texas Ad Valorem Tax Jurisdictions'
consent, a segregated account must be established from any sale
proceeds or any non-ordinary course sale to comply with the
requirements of Section 363(c)(4), Mr. Reed insists.

                        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)


BOISE COUNTY: Files for Chapter 9 Bankruptcy After Verdict
----------------------------------------------------------
Boise County, Idaho, filed for bankruptcy (Bankr. D. Idaho Case
No. 11-00481) on March 1, making it the first U.S. municipality to
file Chapter 9 this year.

The county estimated assets under $50,000 and debts of $1,000,000
to $10,000,000 in the Chapter 9 petition.

The Idaho Statesman reported that the county sought protection to
ensure the continuation of public services while the county fights
a $4 million judgment awarded to a Boise developer in December.
A federal jury in December found the county violated federal fair
housing law in its conduct related to a developer's plan to build
a 72-bed residential treatment facility for teenagers.

The county's budget this year is $9.3 million.

Alamar Ranch LLC, the developer, was listed as the largest
unsecured creditor with the $4 million claim.  Boise County
doesn't have any outstanding bond debt, according to data compiled
by Bloomberg.

Martin Z. Braun at Bloomberg News notes that Idaho is one of 26
U.S. states that authorize municipal bankruptcy. Like Chapter 11
under the federal bankruptcy code, municipalities allow debtor to
adjust debt.  Unlike corporate bankruptcies, creditors can't force
municipalities into liquidation and the bankruptcy court has
little oversight of municipal operations.

Six municipal entities filed for Chapter 9 last year, most of them
small utility or sewer districts.

Boise County is a rural mountain county in the U.S. state of
Idaho.  The population was 6,670 at the 2000 census; it was
estimated at 7,571 in 2007.  The county seat is Idaho City, and
Horseshoe Bend is its largest city.


BOISE COUNTY: Chapter 9 Case Summary & Creditors List
-----------------------------------------------------
Debtor: Boise County
        Attn: Mary Prisco
        P.O. Box 1300
        Idaho City, ID 83631

Bankruptcy Case No.: 11-00481

Chapter 9 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

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

Estimated Assets: $0 to $50,000

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

The petition was signed by Mary T. Prisco, Boise County Clerk.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Alamar Ranch LLC                   Judgment Entered     $4,000,000
Steven H. Laney, Reg. Agt.
P.O. Box 2020
Boise, ID 83701

Mountain West Bank                 Business Expense       $229,624
802 W. Bannock Street, Suite 1100  - Equipment Lease
Boise, ID 83702

Mountain West Bank                 Business Expense       $124,079
802 W. Bannock Street, Suite 1100  - Equipment Lease
Boise, ID 83702

Mountain West Bank                 Business Expense       $123,540
                                   - Equipment Lease

Robert & Linda Hilderman           Business Expense        $98,411
                                   - Equipment Lease

NW Equiment Sales, Inc             Business Expense        $88,216
                                   - Equipment Lease

Ford Motor Credit Corp.            Business Expense        $69,410
                                   - Vehicle Lease

Mountain West Bank                 Business Expense        $67,962
                                   - Equipment Lease

Citicapital Commercial Corp        Business Expense        $48,802
                                   - Equipment Lease

Ford Motor Credit Corp.            Business Expense        $45,414
                                   - Vehicle Lease

Agricredit Acceptance LLC          Business Expense        $10,209
                                   - Equipment Lease

Douglas Property Management        Business Lease           $3,500

Les Bois Fed. Credit Union         Business Expense         $2,275
                                   - Building Lease

City of Idaho City                 Business Expense           $500
                                   - Building Lease

Anesthesia Associates              Business Expense        unknown
                                   - Indigency Fund

Boise Pathology                    Business Expense        unknown
                                   - Indigency Fund

Boise Radiology Group              Business Expense        unknown
                                   - Indigency Fund

Garden Valley Family Med.          Business Expense        unknown
                                   - Indigency Fund

Gem State Radiology                Business Expense        unknown
                                   - Indigency Fund

Idaho Emergency Physicians         Business Expense        unknown
                                   - Indigency Fund


CAESARS ENTERTAINMENT: Moody's Lifts Corp. Family Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service upgraded Caesars Entertainment
Corporation's Corporate Family ratings and Probability of Default
ratings to Caa2.  Moody's upgraded Caesars Entertainment Operating
Company's, a direct wholly subsidiary of CET, senior secured first
lien ratings to B3, second lien ratings to Caa3 and affirmed the
senior unsecured ratings at Ca.  Moody's assigned a B3 rating to
the proposed $400 million senior secured loan to a wholly owned
subsidiary of CEOC.  The loan will be used to finance completion
of the Octavius Tower in Las Vegas, and development of a retail,
dining and entertainment corridor ("Project Linq") located between
the Imperial Palace Hotel & Casino and the Flamingo Las Vegas on
the Las Vegas strip.  The loan will be secured by Octavius Tower
and Project Linq and CET will provide a completion and performance
guaranty.

The upgrade of CET's Corporate Family Rating reflects Moody's
expectation that EBITDA will rise moderately in 2011 given signs
of modest improvement in demand trends across the majority of
markets in which CET operates.  The upgrade also reflects CET's
good liquidity profile and the absence of any material debt
maturities until 2014, said Peggy Holloway, senior analyst at
Moody's.  Moody's upgraded CET's Speculative Grade Liquidity
rating to SGL-2 from SGL-3 reflecting Moody's view that EBITDA
will begin to stabilize and that CET has sufficient cash on hand
and revolver ability to manage it cash needs over the next several
years.

                        Ratings Rationale

CET's Caa2 Corporate Family Ratings reflect very high leverage,
weak interest coverage, the company's debt financed growth
strategy, and Moody's view that the company's current capital
structure in unsustainable in the long-term.  The ratings reflect
Moody's expectation that gaming demand will rebound very slowly
over the next several years.  However, in the absence of a
material de-leveraging transaction, Moody's do not expect the
company's capital structure to improve materially over the next
few years.  Additionally, given CEC's weak credit profile, there
is a possibility that the company could again pursue transactions
that will result in impairment of debt holder claims as a means to
improve its capital structure.

Ratings assigned:

Newco - Octavius Borrower

  -- $400 million senior secured 6 year term loan at B3 (LGD 3,
     30%)

Ratings upgraded:

Caesars Entertainment Corporation

  -- Corporate Family Rating to Caa2 from Caa3
  -- Probability of Default Rating to Caa2 from Caa3
  -- Speculative Grade Liquidity rating to SGL-2 from SGL-3

Caesars Entertainment Operating Company, Inc.

Ratings Upgraded:

  -- Senior secured guaranteed revolving credit facility to B3
     (LGD 3, 30%) from Caa1 (LGD 2, 26%)

  -- Senior secured guaranteed term loans to B3 (LGD 3, 30%) from
     Caa1 (LGD 2, 26%)

  -- Senior secured notes to B3 (LGD 3, 30%) from Caa1 (LGD 2,
     26%)

Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by CEOC

  -- Senior secured notes to B3 (LGD 3, 30%) from Caa1 (LGD 2,
     26%)

  -- Senior secured second priority notes to Caa3 (LGD 5, 80%)
     from Ca (LGD 5, 74%)

Ratings affirmed and assessments updated where applicable:

Caesars Entertainment Operating Company, Inc.

  -- Senior unsecured guaranteed by operating subsidiaries and CEC
     at Ca (LGD 6, 93%) from Ca (LGD 5, 88%)

  -- Senior unsecured debt guaranteed by CET at Ca (LGD 6, 95%)
     from Ca (LGD 6, 93%)

The stable rating outlook reflects the company's solid liquidity
profile and Moody's view that the majority of US gaming markets in
which CET participates will begin a slow recovery in 2011.  A
ratings upgrade in the near term is unlikely in the absence of a
material de-leveraging event.  In the intermediate term ratings
could be upgraded if there is a sustained improvement in operating
trends, a material improvement in credit metrics, and a better
longer term liquidity profile.  The rating outlook could revert to
negative if earnings begin to decline, liquidity deteriorates, or
if for any other reason the probability of default increases.

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos.  The
company generates consolidated revenues of about $8.8 billion.


CALIFORNIA COASTAL: Emerges From Chapter 11 Bankruptcy
------------------------------------------------------
California Coastal Communities,Inc. has satisfied the various
conditions to the Company's plan of reorganization with respect to
its Chapter 11 bankruptcy cases and emerged from bankruptcy on
March 1, 2011.

Chief Executive Officer Raymond J. Pacini commented, "I want to
once again thank our lenders for their support in helping the
Company exit bankruptcy and providing additional capital to fund
construction.  I also want to thank our homebuyers for their
patience and our employees for their persistence over the last 16
months, as we navigated our way through this process. With
bankruptcy behind us, we look forward to focusing on building and
selling homes.  Our attractively-priced, ocean-close homes in an
exceptional locale provide an incredible opportunity for today's
home buyers.  In the first eight weeks of 2011, we generated 11
new sales orders for our coastal homes at Brightwater in
Huntington Beach."

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

                  About California Coastal

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

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


CALPINE CORPORATION: Moody's Assigns 'B1' Rating to New Loan
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's new senior secured term loan due March 2018.
Concurrent with this rating assignment, Moody's has affirmed
Calpine's ratings including its B1 Corporate Family Rating and B1
Probability of Default Rating, along with the B1 rating on the
company's senior secured revolver and senior secured notes.
Calpine's rating outlook is stable.

                        Ratings Rationale

Calpine's B1 CFR reflects continued improvement in the company's
overall financial performance and an expectation for strengthened
cash flow and earnings following last year's purchase of
generation assets located in eastern PJM, since renamed Calpine
Mid-Atlantic Energy.  The rating also considers actions taken by
the company to produce more predictable cash flow and earnings
over the intermediate term through new contracted projects being
developed and bilateral arrangements in place between the company
and various end-users.  The rating considers the company's hedging
program, a favorable environmental profile, and the sustained
operating performance of the generation fleet.  At year-end 2010,
Moody's calculate the ratio of Calpine's cash flow to debt at
7.9%, its cash flow coverage of interest at 2.0x and its free cash
flow to debt at 5.2%.  In light of the company's development plans
and the incremental cash flow and earnings expected from the CMAE
assets, Moody's believe that future financial performance will
position the company's CFR reasonably well as a strong "B" rated
unregulated power company.

The B1 (LGD4, 50%) rating for the secured term loan incorporates
the fact that all of the Calpine corporate debt will be first lien
debt, and as such, should carry the same rating as the company's
CFR.  The collateral securing the term loan will consist of a
first priority lien on a material percentage of all assets,
including equity in subsidiaries of Calpine and the guarantors to
the extent permitted by existing contractual arrangements.  Key
components of the collateral package include a direct first lien
on the Geysers, a 725 MW base load geothermal collection of plants
in California, a first lien on natural gas-fired power generation
facilities with a combined capacity of 11, 296 MW located
throughout the US and a first lien on 3,919 MW of the CMAE assets.
The collateral package also includes a first lien on the equity
interests in virtually all of the remaining plants.  The Calpine
secured term loan holders will share in this collateral package
with existing lenders in the company's $1 billion revolver and
with existing holders of $5.9 billion in secured notes (both rated
B1).  The secured term loan will not have any financial covenants
and will have debt incurrence language that allows the company to
issue first lien debt so long as the net tangible assets of the
guarantors equal 166% of the total first lien debt (CNTA ratio).
Moody's observes that the CNTA ratio also exists in the company's
bond indenture and revolver as an incurrence test.  Moody's
further observes that while the first lien secured creditors share
in the collateral on a pari-passu basis, note holders and term
loan lenders will have limits placed on their voting rights in
certain circumstances until such time as the revolver has been
reduced to less than $500 million.

Proceeds from the term loan will be used to repay any and all
outstanding obligations under the existing credit agreement of New
Development Holdings, LLC, established in June 2010 to partially
finance Calpine's purchase of the CMAE assets.  Moody's intends to
withdraw the NDH ratings and outlook including the Ba3 rating
assigned to NDH's secured term loan due 2017 and the Ba3 rating
assigned to NDH's secured revolver due 2013 upon the closing of
Calpine's secured term loan and subsequent repayment and
termination of the NDH facilities.

Moody's believes that the completion of this transaction, while
helping to simplify the capital structure and lowering
consolidated interest expense for the company, is likely to slow
down efforts by Calpine to de-lever.  The terms of the NDH credit
facility that will be repaid and terminated requires the borrower
to utilize 50% of any excess cash flow for NDH debt repayment.
As the new term loan will not have a excess cash flow sweep
mechanism, consolidated debt reduction will occur at a slower pace
and increased free cash flow generation is expected to be
available for discretionary uses, including investments in growth
projects or share repurchases.

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully implemented hedging strategy which is
expected to continue to result in free cash flow generation.

In light of the May 2010 rating upgrade and Moody's belief that
future debt reduction will occur at a slower pace, limited
prospects exist for the CFR to be upgraded in the near-term.
Calpine's CFR could be upgraded if the company's ratio of free
cash flow to debt reaches the high single digits, its cash flow to
debt exceeds 12%, and cash coverage of interest expense is above
2.3x with all on a sustained basis.

The rating could be downgraded if the company is not able to
execute on its current plan through strong plant performance and a
carefully implemented hedging strategy leading to the company's
cash flow to debt declining below 7%, and its cash coverage of
interest expense falling below 1.8x on a sustained basis.

Assignments:

Issuer: Calpine Corporation

  -- Senior Secured Bank Credit Facility, Assigned B1 LGD4, 50%
  -- Senior Secured Bank Credit Facility, Assigned B1 LGD4, 50%

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that owns 91 operating power plants with
an aggregate generation capacity of nearly 27,490 MW and 1,149 MW
under construction.  During 2010, Calpine had operating revenues
of $6.5 billion.


CAMP COOLEY: Court Sets Disclosure Statement Hearing for April 20
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
reset the hearing for April 20, 2011, at 2:00 p.m., the disclosure
statements explaining the plan proposed by management of Camp
Cooley Ltd. and the competing plan proposed by Amegy Bank National
Association and Lone Star PCA for the Debtor.

A copy of the Debtor's Plan, as amended, is available for free at:

       http://bankrupt.com/misc/CAMP_COOLEY_ds_2nd.pdf

A copy of the Amegy and Lone Star Plan is available for free at:

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

                        The Debtor's Plan

The Debtor's Plan, as twice amended, contemplates an orderly and
efficient liquidation of the Debtor's remaining assets and
distribution of the proceeds to holders of allowed claims and
allowed equity interests.  the plan proposes to pay the claims of
creditors over a period of not more than two years from the
Effective Date.  A Plan Administrator will take responsibility for
liquidating all remaining assets of the Estate, pursuing Causes of
Action, and making Distributions to holders of Allowed Claims and
Allowed Equity Interests.

Under the original iteration of the Plan, the secured claims of
the taxing entities in Robertson and Leon Counties will be paid in
equal installments over the first three years of the plan along
with the normal yearly payment with interest at 4% per annum.
Under the second amended Plan, secured tax claims will receive
cash in an amount equal to its Allowed Secured Tax claim on the
later of: (i) 30 days after the Effective Date, or (ii) 30 days
following the date of a Final Order determining and allowing the
claim as a Secured Tax Claim; (iii) any date the Bankruptcy Court
may fix, or as soon after that date as is reasonably practicable;
or (iv) the date on which the Secured Tax Claim is scheduled to be
paid in the ordinary course of business under applicable law or
regulation.

In the original plan, payments of $140,000 per month will be made
on the Debtor's debt to Amegy Bank from income from operations and
mineral royalties.  Payment was set to begin in October 2010.
Under the second amended plan, the secured claim of Amegy
commencing on the 15th day of the month following the confirmation
date and continuing on the 15th day of each successive month,
thereafter, the Reorganized Debtor will pay the Class 3 Creditor
interest in an amount equal to the lesser of (i) 100% of any and
all royalty income derived from the Mineral Interests from the
preceding month; or (ii) Interest at an annual rate of 5% on the
principal balance owed to the Class 3 Creditor as of the Petition
Date, less any principal reductions.  Upon consummation of a sale
of any Collateral Securing the Allowed Claim of the Class 3
Creditor the Reorganized Debtor will make additional payments to
the Class 3 Creditor as directed by the Court in its Orders
approving each sale.

Under the original plan, Lone Star will retain its liens and be
paid the full value of its collateral through monthly payments of
principal and interest at the rate of 5.0% beginning the month
following the Effective Date of the plan.  The second amended plan
states that Lone Star PCA has previously repossessed its
Collateral consisting of animal genetic material and related
equipment.  To the extent the Collateral is foreclosed upon prior
to the Effective Date or the Debtor and the Class 4 Creditor have
not agreed to a method or means for sale of the collateral or a
value to credit against the Class 4 Secured Claim representing the
value of the Collateral, any party may file pleadings within 60
days thereafter seeking a valuation of such Collateral from the
Court which will be credit and offset against the Class 4 Secured
Claim.

Under the original plan, the general unsecured creditors will be
paid at the end of 2010 and will be paid in their full allowed
amount by 2013.  Payments will be made semi-annually or quarterly
if cash flows allow.  The Second Amended Plan states that general
unsecured creditors will be paid from distributable cash on the
later of (i) 30 days after the Effective Date, or (ii) 30 days
following the date of a final court order determining and allowing
the claim as a Class 9 Claim.  In the event the Distributable Cash
as of the distribution date is insufficient to pay all Allowed
Class 10 Claims -- Equity Interests -- in full, Allowed Class 9
Claims will be paid from Distributable Cash on a Pro Rata basis in
installments commencing 30 days after the Effective Date and
continuing on each 90 day anniversary of the Effective Date until
all Allowed Class 9 Claims are paid in full.  The Plan
Administrator will not make a Plan installment payment to holders
of Allowed Class 9 Claims until all Allowed Administrative Claims,
Professional Fee Claims Priority Tax Claims and Class 1 Claims
have been paid in full.

The Second Amended Plan provides that Chrysler Financial Services
will retain its liens and at the election of the Plan
Administrator, either (1) receive the Allowed Amount of the
holder's Secured Claim, together with post-petition interest at 5%
paid in equal monthly installments beginning 60 days after the
Effective Date and continuing a total of 60 months thereafter; (2)
receive the net proceeds from the sale of the
Chrysler Financial Services Collateral within 120 days after the
Effective Date or (3) receive all right, title, and interest of
the Debtor in and to the Chrysler Financial Services collateral
within 120 days after the Effective Date.  Under the original
plan, Chrysler Financial will retain its lien on the vehicles and
the total balance due, $34,000, will be consolidated and paid out
over the next three years at an interest rate of 5%.

The Second Amended Plan states that TMCC will retain its liens and
at the election of the Plan Administrator, either (1) receive the
Allowed Amount of the holder's Secured Claim, together with post-
petition interest at 5% paid in equal monthly installments
beginning 60 days after the Effective Date and continuing a total
of 60 months thereafter; (2) receive the net proceeds from the
sale of the TMCC Collateral within 120 days after the Effective
Date or (3) receive all right, title, and interest of the Debtor
in and to the Toyota Financial Services Collateral within 120 days
after the Effective Date.  Under the original plan, Toyota
Financial Services will retain its liens on the vehicles and the
total balance due, $27,000, will be consolidated and paid out over
the next five years at an interest rate of 5%.

                     Amegy & Lone Star's Plan

Amegy & Lone Star's Plan states that, among other things:

   a. Amegy will retain its liens on any and all Amegy collateral
      securing its claim.  The Reorganized Debtor will pay Amegy
      in cash, 100% of any and royalty income received by
      Reorganized Debtor from Amegy's Mineral Collateral, less
      such amounts authorized by Amegy to be placed in the Working
      Capital Reserve.  The Reorganized Debtor will pay Amegy, in
      cash, 100% of proceeds realized from any sale of any Amegy
      Collateral.  The Plan Injunction will automatically
      terminate to permit Amegy to foreclose its liens and
      security interests in the Minerals and the Ranch, if the
      Minerals and the Ranch aren't sold.  Amegy will retain the
      right to credit bid its secured claim.

   b. Lone Star will retain its lines on any and all Lone Star
      collateral securing its claim.  The Reorganized Debtor will
      pay Lone Star in cash, 100% of the proceeds realized from
      any sale of Lone Star's collateral.  The Reorganized Debtor
      will pay Lone Star in cash, after payment of the Amegy
      secured claim in full, 100% of the remaining net proceeds,
      if any, realized from any sale or sales of the Ranch.  The
      Plan Injunction will automatically terminate to permit Lone
      Star to foreclose its liens and security interests in the
      Ranch, if the Ranch isn't sold.  Lone Star will retain the
      right to credit bid its secured claim.

                        About Camp Cooley

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.

Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8,
2009 (Bankr. W.D. Tex. Case No. 09-61311).  The Company estimated
$50 million to $100 million in assets and $10 million to
$50 million in liabilities.  R. Glen Ayers Jr., Esq., at Langley
and Banack, Inc., originally represented the Company in its
restructuring effort.  The firm, however, was terminated in
October 2010.  The Debtor is being represented by:

          Blake L. Beckham, Esq.
          BECKHAM & MANDEL
          3400 Carlisle Street, Suite 550
          Dallas, TX 75204-0354
          Telephone: 214-965-9300
          Facsimile: 214-965-9301
          E-mail: blake@beckham-mandel.com

               - and -

          Debra L. Innocenti, Esq.
          Raymond W. Battaglia, Esq.
          Robert K. Sugg, Esq.
          OPPENHEIMER BLEND HARRISON & TATE INC.
          711 Navarro, Sixth Floor
          San Antonio, TX 78205
          Telephone: (210) 224-2000
          Facsimile: (210) 224-7540
          E-mail: dinnocenti@obht.com
                  rbattaglia@obht.com


CANAL CORP: Hunton & Williams Collects $181T for Oct.-Dec. Work
---------------------------------------------------------------
Judge Douglas O. Tice Jr. allowed Hunton & Williams LLP interim
compensation of $163,703 and reimbursement of $17,759 in expenses
for work as Canal Corp.'s bankruptcy counsel from Oct. 1, 2010 to
Dec. 31, 2010.

Greenberg Traurig LLP, as counsel to the official committee of
unsecured creditors, were allowed $23,633 in interim compensation
and reimbursement of expenses for the same period.  The Court
directed the Debtor's estate to pay for the Greenberg Traurig
bills.

The committee's lawyers are:

          Nancy A. Peterman, Esq.
          GREENBERG TRAURIG LLP
          77 West Wacker Drive, Suite 3100
          Chicago, IL 60601
          Telephone: 312-456-8400
          Facsimile: 312-456-8465
          E-mail: petermann@gtlaw.com

               - and -

          Valentina Minak, Esq.
          GREENBERG TRAURIG LLP
          1750 Tysons Blvd, Suite 1200
          McLean, VA 60601
          Telephone: 703-749-1300
          Facsimile: 703-749-1301
          E-mail: minak@gtlaw.com

               - and -

          Joseph P. Davis, Esq.
          GREENBERG TRAURIG LLP
          One International Place
          Boston, MA 02110
          Telephone: 617-310-6000
          Facsimile: 617-310-6001
          E-mail: davisjo@gtlaw.com

As reported by the Troubled Company Reporter on Jan. 12, 2011,
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.

The Bankruptcy approved the disclosure statement on Feb. 16.  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.

                         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.


CAR WASH: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Car Wash Resources, L.P.
        17194 Preston Rd. #102-326
        Dallas, TX 75248

Bankruptcy Case No.: 11-40623

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: James Bo Brown, Esq.
                  JBB LAW GROUP
                  1909 Central Drive, Suite 301
                  Bedford, TX 76021
                  Tel: (817) 684-9500

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

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

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

The petition was signed by Stephen F. Perkins, president of
Brianna's Properties, LLC, general partner.


CASELLA WASTE: Posts $6.4 Million Net Loss in Jan. 31 Quarter
-------------------------------------------------------------
On March 1, 2011, Casella Waste Systems, Inc., announced its
financial results for the third quarter of fiscal year 2011, ended
Jan. 31, 2011.

For the quarter ended Jan. 31, 2011, revenues were $111.6 million,
up $1.7 million or 1.6% over the same quarter last year, driven
mainly by solid waste volume growth and higher commodity prices.
Operating income was $6.3 million for the quarter, down
$1.1 million from the same quarter last year.  The Company's net
loss applicable to common shareholders was $6.4 million, compared
to a net loss $4.4 million for the same quarter last year.
Adjusted EBITDA for the quarter was $22.4 million, down
$1.6 million from same quarter last year.

"While our third quarter results were below last year's
performance and our plan, the underperformance was mainly driven
by adverse weather and non-recurring events," said John W.
Casella, chairman and CEO of Casella Waste Systems.  "The bad
winter weather during the quarter impacted operational
performance, with lower than projected productivity throughout the
solid waste business and lower waste volumes.  Our landfill
volumes were lower year-over-year by 4.4%, with the negative
variance attributable to reaching annual permit limits at several
key sites in early December and lower volumes in January due to
the bad weather."

For the nine months ended Jan. 31, 2011, revenues were
$356.5 million, up $11.6 million or 3.4% over the same period last
year.  Operating income was $31.2 million for the nine-month
period, up $6.1 million from the same period last year, including
a $3.5 million gain on sale of assets.  The Company's net loss
applicable to common shareholders was $10.4 million, compared to a
net loss of $8.7 million for the same period last year.  Adjusted
EBITDA was $84.5 million for the nine-month period, up
$2.4 million from same period last year.

The Company's balance sheet at Jan. 31, 2011, showed
$745.1 million in total assets, $701.7 million in total
liabilities, and stockholders' equity of $43.4 million.

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

               http://researcharchives.com/t/s?7435

                        About Casella Waste

Casella Waste Systems, Inc. (NASDAQ: CWST), based in Rutland,
Vermont, is a vertically-integrated regional solid waste services
company that provides collection, transfer, disposal and recycling
services to residential, industrial and commercial customers,
primarily in the eastern United States.

                           *     *     *

Casella Waste carries a 'B+' corporate credit rating and
'positive' outlook from Standard & Poor's Ratings Services.

"Our affirmation of the corporate credit rating and revision of
the outlook reflect Casella's commitment to and progress toward
reducing debt leverage," said Standard & Poor's credit analyst
James Siahaan, in a January 2011 ratings release.  "The rating
action also incorporates what we believe will be a more manageable
debt maturity schedule following the debt repayment and
refinancing transactions."

Casella carries a 'B2' corporate family rating, with 'stable'
outlook, from Moody's Investors Service.  The outlook
stabilization reflects better volumes should take hold through
2012 and lower leverage that will follow the planned FCR
divestiture/first lien term loan pay-down, Moody's said in January
2011.


CENTRO NP: BRE Stock Purchase Deal Cues Moody's Rating Review
-------------------------------------------------------------
Moody's Investors Service has placed the senior unsecured debt
ratings (Caa2) of Centro NP LLC (formerly New Plan Excel Realty
Trust, Inc.) on review direction uncertain after Centro Properties
Group announced on March 1, 2011, its entrance into a binding
stock purchase agreement with BRE Retail Holdings, Inc, an
affiliate of Blackstone Real Estate Partners VI, L.P.  The
agreement contemplates the sale of all of its US assets and
platform for an enterprise value of approximately US$9.4 billion.
The review of Centro NP's rating reflects the uncertainties
associated with the ultimate transaction structure and status of
the unsecured bonds.

                        Ratings Rationale

Moody's review will focus on the progress and consummation of the
proposed acquisition, the ultimate capital structure, and the
resulting corporate and legal structure.  The sale is expected to
close the middle of 2011.

Centro NP completed a stabilization plan in July 2010, which
included a $659 million CMBS issuance used to pay down
approximately $469 million of Centro NP debt and the extension of
$2.3 billion of debt ($1.7 billion Super LLC bridge term loan and
$580 million of Residual JV indebtedness) from December 2010 to
December 2011.  Residual LLC is 51% owned by Super LLC and 49%
owned by Centro NP.  Moody's notes improvements in Centro NP's
metrics such as cash flow (Recurring EBITDA/Revenues) of 56.3% at
3Q10 from 48% at YE09, and fixed charge coverage of 2.1x at 3Q10
from 1.7x at YE09, partially attributable to lower interest
expense due to bond tenders in 2009, mortgage payoffs, and lower
capitalized interest resulting from reduced capital expenditures.

The last rating action with respect to Centro NP was on
October 19, 2010, when Moody's affirmed Centro NP's senior
unsecured rating at Caa2 with a negative outlook.

These ratings were placed under review direction uncertain:

* Centro NP LLC -- Senior unsecured debt at Caa2; medium-term
  notes at Caa2.

Centro NP LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers.  The company had
assets of $3.3 billion and equity of $1.4 billion at September 30,
2010.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA.  At December 31,
2010, CNP had total assets of A$15.1 billion.


CIRCUIT CITY: E.D. Va. Says Inaction Nixes Reclamation Claim
------------------------------------------------------------
WestLaw reports that a seller that, after making demand for
reclamation of merchandise sold to a bankrupt retailer shortly
prior to the commencement of its Chapter 11 case, did not move for
relief from the stay to exercise its reclamation rights, and did
not object when it learned that the debtor planned to use this
merchandise in connection with a debtor-in-possession financing
facility or even when it discovered that the debtor planned to
sell its entire inventory as part of going out of business sales,
did not diligently pursue its reclamation rights and thereby
forfeited these rights.  It was not enough for preservation of its
reclamation rights for the seller merely to make a demand.
Paramount Home Entertainment Inc. v. Circuit City Stores, Inc., --
- B.R. ----, 2010 WL 3522089, Bankr. L. Rep. P 81,874 (E.D. Va.)

A copy of the Honorable James R. Spencer's Memorandum dated
Sept. 3, 2010, affirming the bankruptcy court's ruling, is
available at http://is.gd/Ex6WSZfrom Leagle.com.

                       About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code on
November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653).
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases in Jan. 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.


CITY OF ANGEL: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: City of Angel, LLC
        dba Scottish Inn
        2839 N. Velasco
        Angleton, TX 77515

Bankruptcy Case No.: 11-80110

Chapter 11 Petition Date: February 28, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  GIPSON & NORMAN
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: (281) 332-4808
                  E-mail: jpn@jpnorman.com

Scheduled Assets: $2,314,000

Scheduled Debts: $1,727,980

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-80110.pdf

The petition was signed by Mahendra Patidar, president.


CLEARWIRE CORP: Accord With Sprint Over Pricing Dispute Imminent
----------------------------------------------------------------
The Wall Street Journal's Shayndi Raice and Dow Jones Newswires'
Roger Cheng report that Sprint Nextel Corp. expects to resolve a
pricing dispute with partner Clearwire Corp. that has threatened
the companies' relationship, Sprint CEO Dan Hesse said on
Wednesday.

According to the report, the two companies have been negotiating a
price for Sprint to use Clearwire's high-speed 4G wireless network
since last October, shortly after Sprint started selling 4G
smartphones.  Sprint owns 54% of Clearwire.  According to the
report, the dispute revolves around the wholesale agreement under
which Sprint customers ride on Clearwire's network when using 4G
smartphones.  Sprint pays for that access by the megabyte of data
transferred.

The report further relates Mr. Hesse said Sprint has insisted it
won't invest more money in Clearwire, which also sells 4G services
to consumers, until the wholesale price dispute is resolved.

"Our Plan A is together with Clearwire, but we do have a Plan B,"
Mr. Hesse said in an interview. "If we don't reach agreement, we
will go and do our own thing."

According to the report, Mr. Hesse said Wednesday that his options
include working with other wireless spectrum providers.  He didn't
name any, but such companies could include rival 4G wholesaler
LightSquared.  Sprint and Clearwire each have sent recent signals
that they are likely to reach an agreement on pricing.

The report notes that Clearwire CEO Bill Morrow, in an earnings
conference call last month, called a settlement with Sprint
"imminent."  On Wednesday, a Clearwire spokeswoman said, "We
remain optimistic that we will resolve this issue with Sprint."

                    About Clearwire Corporation

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

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

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

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

                           *     *     *

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

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


CLIFFDALE-ASHTON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cliffdale-Ashton, LP
        10480 South Main
        Houston, TX 77025

Bankruptcy Case No.: 11-31807

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Craig Harwyn Cavalier, Esq.
                  P.O. Box 270565
                  Houston, TX 77277-0565
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779
                  E-mail: ccavalier@cavalierlaw.com

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

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

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

The petition was signed by Baxter D. Montgomery, president of
Debtor's general partner.


CLUB VENTURES: Files for Chapter 11, Has DIP Financing
------------------------------------------------------
Club Ventures Investments, LLC, and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
11-10891) in Manhattan.

The Company said that it would prepare the way for its planned
growth by first completing a restructuring of its balance sheet
via Chapter 11 reorganization.  The management and the Company's
major investors and debt holders believe Chapter 11 to be the most
expeditious way to complete lease negotiations and restructure the
long-term debt and thus poise the company for the kind of growth
anticipated with the Meridian alliance.

Club Ventures has joined in a strategic alliance with and Meridian
Sports Clubs / Bodies in Motion to combine the best of their
respective marketing and operating capabilities to create a new
standard among premium gyms.  The first venture incorporates
Meridian's lease in the $750 million, Tivoli Village multi-use
development in Las Vegas, for the development of a club under the
DavidBartonGym brand.  The Las Vegas club is slated to open in
September.  In addition, the companies have identified two
potential locations in Los Angeles.

All of Meridian's operations are separate and apart from Club
Ventures and are excluded from the Chapter 11 filing.

"First, it's important to note that all DavidBartonGyms will
continue to serve members as usual while we complete the financial
restructuring over the next four months," stated David Barton,
founder and CEO of DavidBartonGym.  "All of our member agreements
will remain in effect.  Our staff will continue to work with
members and provide the services that have set our health clubs
far apart from the pack.

"While we take care of the balance sheet, we remain focused on
maximizing the DavidBartonGym brand in new market areas that are
ripe for our unique kind of operation.  Our brand is strong, and
we completed January as the best sales month in our 19-year
history.  But we can benefit greatly by the operating expertise
evidenced at Meridian, primarily through the talents of Chuck
Grieve, Meridian's president and CEO.  I'm pleased to announce
that Chuck has joined our company as chairman."

In addition, the Company has made arrangements for new debtor-in-
possession financing through a major investor.  These funds, once
approved by the Court, will be available to support working
capital needs during the restructuring.

The Company confirmed it had filed the customary "first-day"
motions to support operations without interruption.  Vendors who
do business with the Company going forward will be paid on an
administrative priority basis for all goods and services the
company receives from today on.

Mr. Barton remarked that the Company had accumulated the majority
of its debt during aggressive expansion in 2006-2008.  The company
also has club leases that need to be renegotiated.  "We are
grateful for the strong support of our key partners -- our major
investors and debt holders," Mr. Barton stated.  "Under chapter
11, we can clean up our balance sheet quickly and emerge with the
right financial structure.  Our goal is to provide a plan of
reorganization within the next 30 days, and to complete the
restructuring in four months or less."

DavidBartonGym is being advised by its bankruptcy counsel,
Peitzman, Weg and Kempinsky LLP.

                     About DavidBartonGym

Club Ventures Investments, LLC, owns DavidBartonGym, an operator
of upscale health clubs in four cities.  Founded in 1992 by David
Barton, DavidBartonGym has grown to operate health clubs in New
York, Miami, Chicago, and Seattle (Bellevue).  The company
currently maintains six sites and employs approximately 560
people, with an average of 80 employees at each site.


CLUB VENTURES: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Club Ventures Investments LLC
          aka DavidBartonGym
        P.O. Box 1994 Old Chelsea Station
        New York, NY 10013

Bankruptcy Case No.: 11-10891

Debtor-affiliates filing separate Chapter 11 petitions:

   Debtor                         Case No.
   ------                         --------
Club Ventures Investments LLC     11-10891
Club Ventures II, LLC             11-10892
CV II Gym, LLC                    11-10893
CV 2, LLC                         11-10894
CV 3, LLC                         11-10895
Club Ventures III, L.L.C.         11-10896
CV III Gym, LLC                   11-10897
CV 4 LEASING, LLC                 11-10898
CV IV Gym, LLC                    11-10899
Club Ventures IV, LLC             11-10900
Club Ventures VI, LLC             11-10901
CV VI, LLC                        11-10902
CV VII GYM, LLC                   11-10903
CV VIII GYM, LLC                  11-10904
Club Ventures VIII, LLC           11-10905
Club Ventures X, LLC              11-10906
CV X GYM, LLC                     11-10907
DB 85 GYM CORP.                   11-10908

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: David B. Shemano, Esq.
                  PEITZMAN, WEG & KEMPINSKY LLP
                  10100 Santa Monica Boulevard, Suite 1450
                  Los Angeles, CA 90067
                  Tel: (310) 552-3100
                  Fax: (310) 552-3100
                  E-mail: dshemano@pwkllp.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by David Barton, manager.


COLLISION EXPRESS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Collision Express Barker Cypress, L.P.
        23266 Northwest Freeway
        Cypress, TX 77429

Bankruptcy Case No.: 11-31947

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  LAW OFFICE OF THOMAS B. GREENE III
                  2311 Steel St.
                  Houston, TX 77098
                  Tel: (713) 882-2312
                  E-mail: tbgreeneiii@msn.com

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

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

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

The petition was signed by Gregory L. Eckelkamp, manager, general
partner.


COLONIAL BANCGROUP: Plan Confirmation Hearing on May 11
-------------------------------------------------------
TO: ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR, THE
COLONIAL BANCGROUP, INC.

PLEASE TAKE NOTICE that pursuant to an Order dated Feb. 23, 2011,
the United States Bankruptcy Court for the Middle District of
Alabama, Northern Division, approved the Third Amended Disclosure
Statement Accompanying Second Amended Chapter 11 Plan of
Liquidation of The Colonial BancGroup, Inc. dated Feb. 23, 2011,
pursuant to Section 1125 of Chapter 11 of Title 11 of the United
States Code for The Colonial BancGroup, Inc., as debtor and debtor
in possession in the above-captioned case.  The Bankruptcy Court
authorized the Debtor to solicit votes with regard to acceptance
or rejection of the Second Amended Chapter 11 Plan of Liquidation
of The Colonial BancGroup, Inc. dated Feb. 21, 2011.

PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has scheduled
a hearing to consider confirmation of the Plan on May 11, 2011, at
10:00 a.m., in the United States Bankruptcy Court for the Middle
District of Alabama, Northern Division, in Courtroom #4C of the
United States Courthouse Complex, One Church Street, Montgomery,
Alabama 36104.

PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be
adjourned from time to time without further notice to creditors or
other parties in interest other than an announcement in the
Bankruptcy Court of such adjournment on the date scheduled for the
Confirmation Hearing.

PLEASE TAKE FURTHER NOTICE that upon entry of the Disclosure
Statement Order, the Bankruptcy Court approved certain vote
solicitation and tabulation procedures that govern the voting
process with respect to the Plan.

PLEASE TAKE FURTHER NOTICE that in the Disclosure Statement Order
the Bankruptcy Court has established a deadline by which all
persons and entities entitled to vote on the Plan must submit
their ballots for their votes to be counted.  This deadline and
the address to which each ballot must be sent are set forth in
each ballot.  Each ballot contains instructions for completing and
submitting the ballot in accordance with the Voting Procedures,
and these instructions should be read carefully.  Failure to
comply with the Voting Procedures may mean that a ballot will not
be counted.

PLEASE TAKE FURTHER NOTICE that copies of the Disclosure
Statement, the Plan and the Disclosure Statement Order may be
obtained from http://www.phrd.com/forms.aspx/at no charge or, to
request paper copies, by contacting J. David Freedman, one of the
attorneys for the Debtor, at 404-523-6995, upon the Debtor's
receipt of a copying and postage charge of $20.00.


PARKER HUDSON RAINER & DOBBS LLP C. Edward Dobbs, Esq. Rufus T.
Dorsey, IV, Esq. J. David Freedman, Esq. 285 Peachtree Center
Avenue, Suite 1500 Atlanta, Georgia 30303 404-523-5300

                  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.


COPPER CREEK: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Copper Creek Estates-Grand Island, LLC
        P.O. Box 583
        Sutton, NE 68979

Bankruptcy Case No.: 11-40496

Chapter 11 Petition Date: February 28, 2011

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

Debtor's Counsel: Trev Peterson, Esq.
                  KNUDSEN BERKHEIMER RICHARDSON ENDACOTT
                  3800 VerMass Place, Suite 200
                  Lincoln, NE 68502
                  Tel: (402) 475-7011
                  Fax: (402) 475-8912
                  E-mail: tpeterson@knudsenlaw.com

Scheduled Assets: $2,766,657

Scheduled Debts: $4,807,631

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb11-40496.pdf

The petition was signed by Jim Van Kirk, manager.


CREDIT-BASED ASSET: Disclosure Statement Hearing on May 4
---------------------------------------------------------
American Bankruptcy Institute reports that Subprime mortgage
investor Credit-Based Asset Servicing and Securitization LLC will
seek bankruptcy court approval on May 4 of its disclosure
statement outlining its liquidation plan.

As reported in the Feb. 15, 2011 edition of the Troubled Company
Reporter, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said that C-Bass filed a liquidating Chapter 11 plan
intended to carry out a prepetition agreement with secured lenders
allowing C-Bass to use $8.2 million to operate in Chapter 11 and
distribute to lower ranking creditors.  To receive a distribution
under the plan, unsecured creditors must waive claims against the
lenders and others.

                About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC is a
subprime mortgage investor based in New York City.  C-Bass is
a joint venture, owned in part by units of mortgage insurers
MGIC Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass
disclosed $23.7 million in assets and $2.16 billion in
liabilities in its Schedules of Assets and Liabilities.
The Debtors' liabilities include $195.8 million of secured
debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims
and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP
in New York.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


CRYSTAL COAST: Emerges from Chapter 11 Bankruptcy
-------------------------------------------------
Crystal Coast Land Investors LLC has emerged from Chapter 11
protection, its attorney said, according to reporting by Wayne
Faulkner at StarNews Online.

According to the report, Crystal Coast Land and creditor First
Tennessee Bank reached an agreement that the bank would take back
the remaining lots in the subdivision as satisfaction of its
claim.

"We are giving the property back to First Tennessee Bank,"
StarNews Online quotes attorney Trawick Stubbs as saying.  "We are
very pleased with the settlement."

According to the report, the 19 unsold lots, three of them
oceanfront, are worth about $3.4 million and will satisfy total
debt of about $6.3 million to First Tennessee.

Based in Emerald Isle, North Carolina, Crystal Coast Land
Investors LLC filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 10-06859) on Aug. 26, 2010.  Judge Stephani W.
Humrickhouse presides over the case.  Trawick H Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represents the Debtor.  The Debtor
disclosed $6,807,049 in total assets, and $6,339,549 in total
liabilities.


CSN INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CSN Investments, Inc.
        1146 Beltline
        Garland, TX 75040

Bankruptcy Case No.: 11-31340

Chapter 11 Petition Date: February 28, 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., Suite 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-31340.pdf

The petition was signed by Chong Son Na, president.


CUMBERLAND GAP: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cumberland Gap Perpetual Care Cemetery, Inc.
        2003 Blue Mountain Blvd.
        Tyler, TX 75703

Bankruptcy Case No.: 11-60192

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Joe K. Thigpen, Esq.
                  THIGPEN & RANEY
                  110 North College, Suite 1401
                  Tyler, TX 75702
                  Tel: (903) 595-0998
                  E-mail: joethigpen@yahoo.com

Estimated Assets: $7,559,761

Estimated Debts: $2,528,345

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb11-60192.pdf

The petition was signed by Jerry Fackrell, Jr., president.


DAGAR ENTERPRISES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Dagar Enterprises, Ltd.
        fka Dagar Enterprises, Inc.
        101 N 10th Street
        Edinburg, Tx 78539

Bankruptcy Case No.: 11-70141

Chapter 11 Petition Date: February 28, 2011

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

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  ATTORNEY AT LAW
                  5414 N. 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

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

The petition was signed by David Garcia, member of Dagar Property
Management, LLC.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Compass Bank                       Lots                 $4,500,000
3900 North 10th Street
McAllen, TX 78501


DBSD N.A.: Solus, Harbinger Submit Competing Bids
-------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
DBSD North America Inc. creditors can now pick among three offers
for sale or reorganization of the development-stage company.

According to the report, Solus Alternative Asset Management LP and
Harbinger Capital Partners LLC filed papers in bankruptcy court
with a non-binding term sheet laying out a purchase offer they say
gives creditors more cash.

As reported in the Troubled Company Reporter, DBSD filed on Feb. 1
a motion for approval of a sale agreement for DISH Network to
acquire 100% of the equity of the reorganized DBSD N.A. for
roughly $1 billion subject to certain adjustments, including
interest accruing on DBSD North America's existing debt, pursuant
to an "Alternate Plan."  Under the agreement, subject to and
contingent on both an unconditional Federal Communications
Commission approval and anti-trust clearance, the Debtors' assets
will be sold to DISH and the proceeds of such sale distributed to
Senior Noteholders and General Unsecured Creditors.  The Debtor
also sought approval of a debtor-in-possession credit facility
from DISH, which will consist of a non-revolving, multiple draw
term loan in the aggregate principal amount of $87.5 million.  The
Court was scheduled to convene a hearing March 2 for approval of
the investment agreement.

Mr. Rochelle relates that Solus and Harbinger's offer calls for
them to replace the $90 million in financing for DBSD's Chapter 11
case.  The debt owing to Dish and the 7.5 percent convertible
secured notes due in 2009 would be paid in full. Unsecured
creditors also would be paid in cash.  The offer from Solus and
Harbinger gives them the option of also acquiring TerreStar
Networks Inc., another satellite-based mobile-phone provider.  The
offer for DBSD isn't contingent on a successful acquisition of
TerreStar.

Sprint Nextel Corporation and senior secured noteholders are
opposing the sale to DISH.  They say that the plan to sell to DISH
"significantly undervalues the Debtors' assets and would provide a
recovery for unsecured creditors that is substantially worse than"
the plan previously negotiated by DBSD with noteholders, ICO
Global Communications (Holdings) Limited, and Sprint Nextel in
January.

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

Dish is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DIRECT GRADING: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Steven Green at Las Vegas Sun reported about Direct Grading &
Paving's Chapter 11 restructuring.  According to the report, key
creditors include Bayview Loan Servicing of Miami with a disputed
claim of $2.9 million and City National Bank, owed more than $1.6
million.  City National assumed the loans at issue when Las Vegas-
based Sun West Bank failed last year.

Direct Grading filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 11-12675) on Feb. 28, 2011.  Matthew L. Johnson, Esq., at
Matthew L. Johnson & Associates, P.C., in Las Vegas, Nevada,
represents the Debtor.  The Debtor estimated assets and debts of
$1,000,001 to $10,000,000 as of the Chapter 11 filing.


DIRECT GRADING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Direct Grading & Paving, a Nevada Corporation
        5240 N. El Capitan
        Las Vegas, NV 89149

Bankruptcy Case No.: 11-12675

Chapter 11 Petition Date: February 28, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: candice@mjohnsonlaw.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/nvb11-12675.pdf

The petition was signed by Melvin Westood, president.


DORAL FINANCIAL: Fitch Affirms Issuer Default Rating at 'CCC'
-------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
Doral Financial Corporation at 'CCC'.  At the same time, Fitch has
downgraded the ratings of Doral Bank, DRL's main subsidiary, to
'CCC' from 'B'.

DRL's ratings continue to reflect its ongoing turnaround strategy
following its $610 million recapitalization in 2007.  Although the
company has made progress with addressing many of its legacy
issues such as deleveraging the balance sheet and reducing credit
risk in its investment securities portfolio, DRL also faces longer
term strategic challenges as it operates mainly as a mortgage
lender (residential loans accounted for 80% of loans) and is
geographically concentrated.  With a limited branch network in
Puerto Rico, DRL tried to participate in the bidding process for
the failed local banks seized by regulators in April 2010 and
raised $600 million in contingent capital.  More recently, DRL
also made an offer to purchase First BanCorp., which FBP declined.

The downgrade of the bank aligns the ratings of DB with DRL and
reflects Fitch's view that DB will continue to be affected by high
credit costs and weak core earnings.  More recently, relative
operating performance of the bank has trended negatively compared
to the previous year.  Core earnings are hampered by a significant
reduction in net interest income given high level of nonperforming
loans and restructured loans with yield concessions.  For most of
2010, pre-provision net revenue was negative as operating expenses
have exceeded revenues.  Further, DB operates with much higher
levels of NPLs than most of Fitch's rated universe.  Net charge-
offs have remained manageable up to this point, but well-above
traditional norms.  Fitch believes, given the weak economic
conditions in the local market, NCOs will remain elevated at least
in the near term.

On a consolidated basis, DRL maintains regulatory capital ratios
at 'well-capitalized' with leverage, Tier 1 risk based capital
(RBC) and total RBC at 8.56%, 13.26% and 14.52% at Dec. 31, 2010.
Balance sheet shrinkage as well as the conversion of preferred
stock has help to support capital ratios.  However, DRL's Texas
ratio defined as NPAs/tangible common equity + reserves is on the
high end of most rated institution at 230% as of Sept.  30, 2010.

As previously announced, Fitch analyzed the company's commercial
real estate exposures under various stress scenarios.  Based on
this analysis, Fitch believes credit and capital pressures to
persist throughout 2011 that may result in the company needing
additional capital as it works through its problematic loans tied
to CRE and construction in Puerto Rico.  Although the company (to
date) has not experienced significant losses from its residential
portfolio, Fitch believes losses in the CRE and construction book
will likely increase and impact capital.  In Fitch's view, the
Puerto Rico real estate sector is expected to remain under
pressure for an extend period.  DRL's CRE and construction
accounted for about 20% of loans and totaled about $1 billion.
These two lending segments are a source of problem loans with 56%
in non-performing status.  In Fitch's view, maintaining adequate
capital to support future losses will be a challenge given the
earnings prospects.

Positive rating action could occur if Fitch expects that DRL has
the ability to sustain positive PPNR, improves loan
diversification and credit trends stabilize.  However, should NCOs
increase substantially impacting DRL's capital position, Fitch
would revisit the ratings with the potential of a further
downgrade.

Fitch has affirmed these ratings:

Doral Financial Corporation

  -- Long-term Issuer Default Rating at 'CCC';
  -- Preferred stock at 'C/RR6';
  -- Short-term IDR at 'C';
  -- Short-term debt at 'C';
  -- Support at '5';
  -- Support Floor at 'NF';
  -- Individual at 'E'.

Doral Bank

  -- Support at '5';
  -- Support Floor at 'NF';

Fitch has affirmed this rating and revised recovery rating:
Doral Financial Corporation

  -- Senior debt to 'CCC/RR6' from 'CCC/RR4'';

Fitch downgrades these ratings:

Doral Bank

  -- Long-term IDR to 'CCC' from 'B';
  -- Long-term deposits to 'CCC/RR4' from 'B+';
  -- Short-term IDR to 'C' from 'B';
  -- Short-term deposit to 'C' from 'B';
  -- Individual to 'E' from 'D'.


EASTERN LIVESTOCK: Peoples Bank Wants to Foreclose on Property
--------------------------------------------------------------
Peoples Bank & Trust Company of Pickett County asks the Bankruptcy
Court to terminate the automatic stay imposed by 11 U.S.C. Section
362 in the Chapter 11 case of Eastern Livestock Co., LLC, and to
abandon the Bank's collateral.

The Bank says Thomas P. Gibson and Patsy M. Gibson owed it
$1,508,298 as of Dec. 1, 2010.  The Gibsons' last payment of
$8,601 was on Oct. 28, 2010.  The Bank says the Debtor granted to
the Bank a perfected security interest in real property located in
Harrison County, Indiana.  The Bank complains that the Debtor and
the Gibsons have failed to adequately protect it's interest in its
collateral by failing to make payments.  The Bank contends the
collateral is of no, or inconsequential, value to the estate and
should be abandoned from the estate.

The Court will hold a hearing on the request on March 11.

                      About Eastern Livestock

Eastern Livestock Co., LLC, is a cattle brokerage company in New
Albany, Indiana.  David L. Rings, Southeast Livestock Exchange,
LLC, and Moseley Cattle Auction, LLC, filed an involuntary
Chapter 11 petition (Bankr. S.D. Ind. Case No. 10-93904) in New
Albany, Indiana, for the Company on Dec. 6, 2010.  The Petitioning
Creditors claim they are owed a total of $1.45 million for "cattle
sold."

Various individual and corporate creditors have joined in the
involuntary petition.  The Petitioning Creditors are represented
by C. R. Bowles, Jr., Esq., Ivana B. Shallcross, Esq., and John W.
Ames, Esq., at Greenbaum Doll & McDonald.  Petitioning creditor
Gary S. Bell is also represented by David L. Abt, Esq., at Abt Law
Office.

James A. Knauer, Esq., at Kroger Gardis & Regas, LLP, has been
appointed as Chapter 11 trustee in the case.  The Chapter 11
trustee is represented by Dustin R. DeNeal, Esq., James M. Carr,
Esq., Robert K. Stanley, Esq., and Terry E. Hall, Esq., at Baker &
Daniels LLP.

As reported by the TCR on Jan. 31, 2011, Clarissa Kell-Holland,
staff writer at Land Line Magazine, said bankruptcy trustee James
Knauer disclosed the Federal Bureau of Investigation has seized
$4.7 million in bank accounts belonging to Thomas Gibson and
possibly Eastern Livestock.  Thomas and Patsy Gibson are debtors
in a Chapter 7 bankruptcy (Bankr. S.D. Ind. Case No. 10-93867).
The Gibsons' East-West Trucking firm also has filed for Chapter 7
bankruptcy (Bankr. S.D. Ind. Case No. 10-93799).  The Gibsons'
creditors have until April 25, 2011, to file proofs of claim.
East-West creditors have until April 12, 2011.


EASTERN LIVESTOCK: Sec. 341 Meeting on April 5
----------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341 will held in the
bankruptcy case of Eastern Livestock Co., LLC, on April 5, 2011,
at 10:00 a.m. EDT at Room 103 Federal Building, New Albany,
Indiana.  Objections to dischargeability are due by June 6, 2011.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

                      About Eastern Livestock

Eastern Livestock Co., LLC, is a cattle brokerage company in New
Albany, Indiana.  David L. Rings, Southeast Livestock Exchange,
LLC, and Moseley Cattle Auction, LLC, filed an involuntary Chapter
11 petition (Bankr. S.D. Ind. Case No. 10-93904) in New Albany,
Indiana, for the Company on Dec. 6, 2010.  The Petitioning
Creditors claim they are owed a total of $1.45 million for "cattle
sold."

Various individual and corporate creditors have joined in the
involuntary petition.  The Petitioning Creditors are represented
by:

          C. R. Bowles, Jr., Esq.
          Ivana B. Shallcross, Esq.
          John W. Ames, Esq.
          GREENBAUM DOLL & MCDONALD
          101 S 5th St., Suite 3300
          Louisville, KY 40202
          Telephone: 502-589-4200
          E-mail: crb@gdm.com
                  ibs@gdm.com
                  jwa@gdm.com

Petitioning creditor Gary S. Bell is also represented by:

          David L. Abt, Esq.
          ABT LAW OFFICE
          210 North Main Street
          P.O. Box 128
          Westby, WI 54667
          Telephone: 608-634-2157
          Facsimile: 608-634-2159
          E-mail: davidabt@mwt.net

A Chapter 11 trustee has been appointed in the case.  He may be
reached at:

          James A. Knauer, Esq.
          KROGER GARDIS & REGAS, LLP
          111 Monument Cir Suite 900
          Indianapolis, IN 46204-5125
          Telephone: 317-692-9000
          E-mail: jak@kgrlaw.com

The Chapter 11 trustee is represented by:

          Dustin R. DeNeal, Esq.
          James M. Carr, Esq.
          Robert K. Stanley, Esq.
          Terry E. Hall, Esq.
          BAKER & DANIELS LLP
          300 N. Meridian Street, Suite 2700
          Indianapolis, IN 46204
          Telephone: 317-237-0300
          Facsimile: 317-237-1000
          E-mail: dustin.deneal@bakerd.com
                  james.carr@bakerd.com
                  robert.stanley@bakerd.com
                  terry.hall@bakerd.com

As reported by the TCR on Jan. 31, 2011, Clarissa Kell-Holland,
staff writer at Land Line Magazine, said bankruptcy trustee James
Knauer disclosed the Federal Bureau of Investigation has seized
$4.7 million in bank accounts belonging to Thomas Gibson and
possibly Eastern Livestock.  Thomas and Patsy Gibson are debtors
in a Chapter 7 bankruptcy (Bankr. S.D. Ind. Case No. 10-93867).
The Gibsons' East-West Trucking firm also has filed for Chapter 7
bankruptcy (Bankr. S.D. Ind. Case No. 10-93799).  The Gibsons'
creditors have until April 25, 2011, to file proofs of claim.
East-West creditors have until April 12, 2011.


EASTMAN KODAK: Legg Mason, Fidelity Urged to Lead Turnaround
------------------------------------------------------------
Steven Russolillo, writing for The Wall Street Journal, reports
that Investment Partners Asset Management, a New Jersey
investment-management firm, said it sent a letter to Legg Mason
Capital Management and Fidelity Management, two of Eastman Kodak
Co.'s top shareholders, urging them to recognize Kodak's
"deteriorating financial condition and substantial diminution of
shareholder value" over the past several years.  IPAM is pushing
for Legg Mason and Fidelity to take the lead in turning around the
film company or forcing it to pursue a sale.  IPAM suggested the
firms spearhead the installation of turn-around specialists on
Kodak's management and board or force a sale.

According to Mr. Russolillo, Legg Mason and Fidelity Management
hold a combined 24% stake.  IPAM reported owning 205,313 Kodak
shares, or less than 1%.

According to Mr. Russolillo, a Kodak spokesman said the company
remains committed to completing its transformation into a
sustainable, profitable company.

Fidelity declined to comment and Legg Mason wasn't immediately
available for comment.

                        About Eastman Kodak

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

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

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.


EMIVEST AEROSPACE: To Auction Jet-Plane Making Business March 14
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Emivest Aerospace Corp. was authorized to hold an auction for its
assets on March 14.  Bids are due initially by March 10.  The
hearing for approval of the sale is scheduled for March 15.

According to the report, Emivest has an offer from MT LC of
$7.63 million in cash plus the assumption of $3.2 million in
secured debt on two aircraft.

                     About Emivest Aerospace

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

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

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


ENIVA USA: Files for Chapter 11 in Minneapolis
----------------------------------------------
Anoka, Minnesota-based Eniva USA, Inc., formerly Eniva, Inc.,
filed a bare-bones Chapter 11 petition (Bankr. D. Minn. Case No.
11-41414) on March 1, 2011.  The Debtor estimated assets and debts
of $10 million to $50 million.


EQUINIX INC: S&P Affirms'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on on Redwood City, Calif.-based Equinix Inc., including
its 'B+' corporate credit rating and 'B-' issue-level rating on
the company's subordinated debt.  At the same time, S&P raised its
rating on the company's unsecured notes to 'BB-' from 'B+' due to
its revised recovery assumptions.

The upgraded unsecured notes reflect S&P's revised recovery
assumptions on Equinix.  Given the company's sustained strong
growth, heightened scale, and attractive market position, S&P has
revised the valuation multiple to 6x from 5x under its default
scenario.

"The ratings on Equinix reflect the competitive operating
environment, expected significant near-term capital requirements,
and accompanying aggressive-albeit improving-leverage," said
Standard & Poor's credit analyst Catherine Cosentino.  The data
center business, which includes colocation and interconnection
services, has very limited maintenance capital expenditure
requirements.

"However," added Ms. Cosentino, "S&P expects that the company will
remain aggressive in expanding its data center facilities over the
next several years either through organic expansion or
acquisitions, keeping free operating cash flow negative." Equinix
added capacity in several markets in 2010, and in April 2010
closed on its acquisition of Switch & Data.  While these
activities constrained its near-term net free cash flow-generating
ability, they provide the platform for continued strong revenue
growth, which S&P expects to be around 20% for the next two years.


FIBERVISIONS CORPORATION: Moody's 'B1' Corporate After Refinancing
------------------------------------------------------------------
Moody's Investors Service withdrew the B1 Corporate Family Rating
for FiberVisions Corporation and the ratings on its revolver and
term loans following the refinancing and repayment of the rated
debt.  The company no longer has rated debt outstanding.  This
summarizes the ratings that were withdrawn.

FiberVisions Corporation

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $20mm Gtd Sr Sec First Lien Revolving Credit Facility due 2011 -
  Ba3 (LGD3, 36%)

* $70mm Gtd Sr Sec First Lien Term Loan due 2013 - Ba3 (LGD3, 36%)

* $20mm Gtd Sr Sec Second Lien Term loan due 2013 -- B2 (LGD5,
  75%)

FiberVisions Corporation, headquartered in Duluth, Georgia, is a
producer of polypropylene-based staple fiber for nonwoven fabrics
and textile fibers used in consumer, industrial and construction
products.


FIBRIA CELULOSE: Fitch Upgrades Issuer Default Ratings to 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the foreign and local currency Issuer
Default Ratings of Fibria Celulose S.A. to 'BB+' from 'BB'.  Fitch
has also upgraded Fibria's national scale rating to 'AA- (bra)'
from 'A+ (bra)'.  In conjunction with these affirmations, Fitch
has upgraded the foreign currency IDR of Fibria Overseas Finance
Ltd. to 'BB+' from 'BB,' as well as the debt listed at the end of
the press release.  These ratings are removed from Rating Watch
Positive and assigned a Stable Outlook.

In addition, Fitch assigns a rating of 'BB+' to Fibria Overseas'
US$750 million notes due in 2021.  Fibria Overseas is a wholly
owned subsidiary of Fibria and is incorporated in the Cayman
Islands.  The 2021 notes, as well as the 2019 and 2020 notes
previously issued by Fibria Overseas, are unconditionally and
irrevocably guaranteed by Fibria.  The credit quality of Fibria
and Fibria Overseas have been linked through the methodology
outlined by Fitch in its 'Parent and Subsidiary Rating Linkage'
criteria report dated July 14, 2010.

The upgrades follow the completion by Fibria of the sale of its
50% interest in Consorcio Paulista de Papel e Celulose to Suzano
Papel e Celulose S.A. for BRL1.450 billion, as well as the sale of
its paper distribution company, KSR Distribuidora, to Suzano for
BRL50 million.  These sales were closed on Jan. 31, 2011, and
Feb. 28, 2011, respectively.  Proceeds from the sales will be used
to reduce the company's debt to approximately US$6.3 billion from
US$7.2 billion at the end of 2010.  On a pro forma basis, these
transactions would have lowered the company's 2010 net leverage
ratio to 3.2 times from 3.6x.

The Conpacel assets consist of a pulp mill with an annual
production capacity of 650,000 tons of pulp, and a paper mill that
is capable of producing 390,000 tons of paper each year.
Approximately 71,000 hectares of land associated with these mills
were included in the sale.  During 2010, Conpacel generated about
BRL100 million of operating income, while KSR was responsible for
an additional BRL20 million of operating income.  Both Conpacel
and KSR were treated as discontinued operations on Fibria's 2010
financial statements.

The 'BB+' and 'AA- (bra)' ratings of Fibria reflect the company's
strong business position as the world's largest producer of market
pulp with 5.250 million tons of market pulp production capacity
per year.  The company's position is viewed to be sustainable
because of its extensive forestry holding and its position as one
of the lowest-cost producers of pulp in the world.

Fibria owns about 1 million hectares of land in Brazil, on which
it has developed nearly 550,000 hectares of plantations.  The
nearly ideal conditions for growing trees in Brazil make these
plantations extremely efficient by global standards and give the
company a sustainable advantage in terms of cost of fiber and
transportation costs between forest and mills.  The accounting
value of the wood on this land, as well as the land, is
approximately US$3.5 billion.  Due to the high demand for land in
Brazil, the company could easily sell of portion of this land to
enhance its liquidity or lower debt.

Fibria had BRL12 billion (US$7.2 billion) of total debt and
BRL2.2 billion (US$1.3 billion) of cash and marketable securities
as of Dec. 31, 2010.  Of the company's debt, approximately
BRL2.1 billion is due in the near term.  The most important
component of Fibria's short-term debt is BRL1.4 billion of seller-
financed notes.  Fibria is expected to use the proceeds from its
US$750 million note issuance to repay some of its debt.  The
balance will be used to enhance liquidity.

During 2010, Fibria generated BRL2.8 billion (US$1.6 billion)
of EBITDA and BRL2.2 billion of funds from operations.  These
figures were consistent with Fitch's projections.  Cash flow from
operations was lower than projected by Fitch at BRL1.7 billion
due to an increase in working capital requirements of more than
BRL500 million.  Given tight market conditions and the lack of new
mills, pulp prices are expected to be relatively high between 2011
and 2013.  Toward the end of 2013 and through 2015 prices could
fall sharply if the announced number of new projects moves forward
as scheduled.

Given existing pulp prices and the forward pulp curve, Fitch
projects that Fibria will generate about US$1.7 billion of EBITDA
during 2011 and 2012.  Lower working capital requirements should
result in approximately US$1.5 billion of cash flow from
operations.  Fibria is expected to spend about US$1 billion in
capital expenses during 2011.  For 2011, Fibria's net leverage
ratio is expected to be approximately 2.8x, while its FFO adjusted
net leverage ratio should be about 2.7x.  It is possible that the
company will sell its remaining paper assets during 2011 (i.e.
Piracicaba).  This could lead to additional debt reduction.

During 2012 and 2013, Fibria's capital expenditure levels will
rise to about US$2 billion per year, as the company embarks upon
the construction of a new pulp mill at Tres Lagoas.  This mill,
which would have an annual producing capacity of about 1.5 million
tons of pulp, should become operational in 2014.  Depending upon
pulp prices, this could result in the company's net leverage
ratios climbing to the range of about 3.0x.

To achieve investment grade Fibria will need to continue to lower
debt, both in absolute and relative terms.  The projected sale of
the Piracicaba assets during either 2011 or 2012 would strengthen
the international ratings within the 'BB+' rating category, but
would likely not lead to a rating upgrade.  The most likely source
of debt reduction would be strong operating cash flow.

Factors that could lead to consideration of a Negative Outlook or
downgrade include a change of management's strategy with regard to
debt reduction.  Depressed pulp prices could also delay debt
reduction and could lead to a negative rating action.

Fitch upgrades these ratings to 'BB+':

  -- Fibria Overseas Finance Ltd, US$1,870 billion, 7.5%, senior
     notes due May 4, 2020 that are unconditionally and
     irrevocably guaranteed by Fibria Celulose S.A.

  -- Fibria Overseas Finance Ltd, US$63 million, 9.25%, senior
     notes due Oct. 30, 2019, that are unconditionally and
     irrevocably guaranteed by Fibria Celulose S.A.


FIVE HOUSTON: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Five Houston Cornerstone, Ltd.
                9550 Long Point Road
                Houston, TX 77055
                Tel: (713) 467-2205

Bankruptcy Case No.: 11-31984

Involuntary Chapter 11 Petition Date: March 1, 2011

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

Judge: Marvin Isgur

Petitioner's Counsel: Matthew Hoffman, Esq.
                      LAW OFFICES OF MATTHEW HOFFMAN, P.C.
                      2777 Allen Parkway, Suite 1000
                      Houston, TX 77019
                      Tel: (713) 654-9990
                      Fax: (713) 654-0038
                      E-mail: mhecf@aol.com

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
CGT Construction                   --                     $593,424
1201 One Commerce Center
Orange Street, #600
Wilmington, DE 19899
Tel: (866) 672-4797


GARLOCK SEALING: Judge Quashes Subpoenas to Asbestos Trusts
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. Bankruptcy Judge George R. Hodges in Charlotte, North
Carolina, criticized what he called "an erosion of civility and
common courtesy" in denying a request by Garlock Sealing
Technologies LLC to take sworn examinations of several asbestos
trusts created under confirmed Chapter 11 plans for other
companies.

According to the report, Judge Hodges said Garlock, a subsidiary
of EnPro Industries Inc., employed the wrong procedure in
attempting to take discovery from the trusts given that they
weren't parties to the Chapter 11 case.  He also said Garlock
failed to make the required "substantial showing" before discovery
of third parties is proper.

Mr. Rochelle relates that the dispute over discovery from the
trusts had been brewing since October.  Garlock and other
companies still facing asbestos claims have been trying to obtain
information from Chapter 11 trusts regarding the asbestos claims.
Garlock said it needed the information to craft its own
reorganization.  The trusts previously said Garlock was involved
in an "improper and concerted effort to use the trusts to obtain
discovery that no defendant could obtain in the tort system."

Judge Hodges did extend Garlock's exclusive right to propose a
Chapter 11 plan until May 31, Mr. Rochelle also reports.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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


GAS CITY: Owner's Son Seeks to Buy Creamery Chain for $2.9MM
------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that William A. McEnery is offering to buy the Creamery
chain of seven ice cream stores owned by his father, William J.
McEnery.  According to DBR, the bankruptcy attorneys of William J.
McEnery's trust has said in court papers that they haven't
actively sought buyers, but a number of parties have expressed
interest in acquiring the Creamery chain.  The attorneys said the
best bid received to date comes from none other than Mr. McEnery's
son, but they're seeking to test his $2.975 million offer at
auction to make sure they can get the best possible price.

DBR notes that under the proposed auction rules the trust's
attorneys filed with the U.S. Bankruptcy Court in Chicago on
Tuesday, rival bids must come in by March 25 ahead of a March 28
auction.  They want the court to consider approving the winning
bid at a sale hearing following the auction or the next day.

According to DBR, Bankruptcy Judge Eugene R. Wedoff must first
approve the auction rules.  A hearing has been set for March 8.

Mr. McEnery's Gas City assets were slated to go on the auction
block March 2.

                        About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Ill., is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., at Proskauer Rose LLP, and Daniel A.
Zazove, Esq., at Perkins Coie LLP, represent the Debtors.
A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief
restructuring officer.  Kurtzman Carson Consultants is the
Debtors' claims agent.  The Official Committee of Unsecured
Creditors has tapped Pachulski Stang Ziehl & Jones LLP and
Levenfeld Pearlstein, LLC, as co-counsel and Mesirow Financial
Consulting, LLC, as financial advisors.

The Bankruptcy Court extended Gas City's exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
April 20, 2011, and May 20, respectively.


GC MERCHANDISE: Files for Chapter 11 in Dallas
----------------------------------------------
Dallas, Texas-based GC Merchandise Mart LLC filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-31563) in
Dallas, on March 1.  The Debtor estimated assets and debts of
$10 million to $50 million as of the Chapter 11 filing.


GENERAL CHEMICAL: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed the 'B'
corporate credit rating on General Chemical Holding Co.  The
outlook remains stable.

Through the proposed amendment, the company expects to reduce its
term loan B pricing to Libor plus 350 basis points (bps) from
Libor plus 500 bps, reduce its Libor floor to 150 bps from 175
bps, and make modest revisions to the terms under its mandatory
repayments and restricted payments baskets.  The maturity of
October 2015 and 1% annual amortization are expected to remain
unchanged.

The ratings on Parsippany, N.J.-based General Chemical Holding
reflect its narrow focus and reliance on mature, low-growth niche
chemicals markets; very aggressive financial policies; and the
lack of a track record since becoming private in late 2009.  S&P
expects that financial metrics will weaken somewhat compared with
those experienced in 2010.  Following completion of the proposed
amendment, S&P expects pro forma debt leverage as of Dec. 31,
2010, to remain slightly below 4x and the ratio of funds from
operations to total adjusted debt to be about 15%.

"Although S&P continue to expect stable operating performance in
the near to intermediate term, financial policies are likely to
remain a limiting factor with respect to a potential upgrade,"
said Standard & Poor's credit analyst Henry Fukuchi.

Partly mitigating these weaknesses are the company's market
position as an established provider in the relatively stable and
highly profitable water treatment chemicals segment and the
geographic advantages inherent in its core businesses.


GENERAL GROWTH: Hearing on Final Decree Adjourned to March 23
-------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York adjourned the hearing on the motion
to enter a final decree closing the Chapter 11 cases of 382
Reorganized Debtors filed by GGP, Inc., and its debtor affiliates
to March 23, 2011, according to a noticed filed by Stephen A.
Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York.

GGP's main Chapter 11 case and five other cases will remain open
to resolve any pending matters relating to the 382 Chapter 11
cases.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Stipulates Facts on Eurohypo Claims Dispute
-----------------------------------------------------------
General Growth Properties and Eurohypo AG, New York Branch,
entered into a stipulation of facts that may be submitted into
evidence and considered in connection with the pleadings regarding
the Reorganized Debtors' objection to Eurohypo's $85 million
claim.

The parties stipulate:

(1) The amounts owed to Eurohypo under the 2006 Credit Agreement
    are secured by properly perfected interests in these equity
    pledges:

      * 90.35% of the membership interests in GGPLP L.L.C.,
        pledged by GGP Limited Partnership;

      * 100% of the membership interests in Rouse LLC, pledged
        by GGPLP;

      * 100% of the partnership interests in The Rouse Company
        LP, comprising a pledge of 1% of the partnership
        interests held by Rouse and a pledge of 99% of the
        partnership interests held by GGPLP; and

      * 9.64% of the membership interests in GGPLP L.L.C.,
        comprising a pledge of 6.4% of the membership interests
        in GGPLP L.L.C. held by GGP American Properties, Inc.
        and a pledge of 3.24% of the membership interests of
        GGPLP L.L.C. held by Caledonian Holding Company, Inc.

(2) Under the Third Amended Joint Plan of Reorganization, the
    aggregate value of the equity pledges securing the
    Reorganized Debtors' obligations under the 2006 Credit
    Agreement exceeds the amount of those obligations.

(3) Eurohypo asserted that the 2006 Credit Agreement defaulted
    due to, among other things, cross-default provisions that
    were triggered when the Reorganized Debtors were unable to
    repay about $900 million in secured debt on the Fashion Show
    and Palazzo shopping centers in Las Vegas, which had matured
    on November 28, 2008.  On December 15, 2008, the Reorganized
    Debtors and Eurohypo entered into a Forbearance and Waiver
    Agreement by which Eurohypo agreed to forbear from taking
    enforcement actions with respect to the 2006 Credit
    Agreement based upon the defaults specified in the
    agreement.  The parties entered into an amended Forbearance
    and Waiver Agreement on Jan. 30, 2009, by which Eurohypo
    agreed, subject to certain conditions, that it would not
    accelerate the 2006 Loan based upon the defaults.  The
    amended Forbearance and Waiver Agreement expired by its own
    terms on March 15, 2009.

(4) The Reorganized Debtors did not make interest payments for
    the 2006 Credit Agreement on March 9, 17 and 23, 2009 and
    April 9, 2009.

(5) On April 9, 15 and 21, 2009, Eurohypo delivered interest
    rate modification notices to the Reorganized Debtors
    advising them that the operative interest rate under the
    2006 Credit Agreement was changing from a LIBOR rate to a
    PRIME-based rate of 3.25% plus a 2% default rate for a total
    of 5.25%.

(6) In March and April 2009, counsel for Eurohypo, Morrison &
    Foerster and counsel for the Debtors, Weil, Gotshal & Manges
    discussed the ramifications attendant to the expiration of
    the amended Forbearance and Waiver Agreement, including the
    risk that acceleration of the 2006 Loan would constitute an
    event of default under the indenture for the 3.98%
    Exchangeable Senior Notes.  The Reorganized Debtors advised
    Eurohypo and M&F of their concern that the acceleration of
    the 2006 Credit Agreement could result in commencement by
    holders of the Exchangeable Notes of an involuntary
    bankruptcy against GGP LP.

(7) On April 14, 2009, M&F, on behalf of Eurohypo, sent Weil an
    e-mail attaching two draft letters.  The first draft letter
    was a unilateral communication by which Eurohypo would
    formally terminate its waiver and forbearance and accelerate
    the debt.  The second draft letter was a proposed consent
    agreement that would increase the accruing interest rate on
    the 2006 Credit Agreement to the contractual default rate
    without a formal acceleration.

(8) The Reorganized Debtors filed their petitions for Chapter 11
    relief on April 16, 2009.  Neither GGP nor Weil responded to
    M&F's April 14 correspondence before the Petition Date.
    Eurohypo did not send any further communication formally
    accelerating the debt prior to the Petition Date.

(9) The 2006 Credit Agreement matured by its terms on
    Feb. 24, 2010.

(10) The Reorganized Debtors are solvent and, under the Plan,
    satisfied the claims of all prepetition creditors in full,
    or as otherwise agreed to with that creditor.

(11) On the effective date of the Plan, General Growth
    Properties, Inc. paid the 2006 Lenders, on account of the
    2006 Credit Agreement claims:

      * all outstanding principal of about $2.58 billion;

      * accrued interest at the contractual non-default
        rate, including compounding of interest, of about
        $143.3 million, calculated at the "Base Rate" rather than
        LIBOR based on the dates that prepetition LIBOR contracts
        converted under the 2006 Credit Agreement;

      * all facility fees and agency fees of about $3.6 million;

      * letter of credit fees of about $178,000;

      * cash collateralization of outstanding letters of credit
        of about $3.3 million; and

      * reimbursement of the fess and expenses of counsel and
        financial advisors for the 2006 Lenders of about
        $7.49 million.

(12) TRCLP had five series of bonds outstanding as of the
    Petition Date, in the aggregate amount of $2.245 billion.
    In March 2009, the Debtors launched a solicitation process
    to obtain consents from holders of the Rouse Bonds to a
    forbearance through Dec. 31, 2009, and payment in kind of
    interest during the forbearance period.  The Reorganized
    Debtors were unable to obtain the necessary consents on the
    Rouse Bonds.

(13) On March 16, 2009, a $395 million series of Rouse Bonds
    matured and TRCLP was unable to repay it, putting that
    series in default and triggering cross-defaults of the
    remaining four series of the Rouse Bonds.

(14) As of the Petition Date, the Reorganized Debtors had
    defaulted on 10 property-level mortgage loans:

      * two loans in the aggregate outstanding amount of
        $90 million as of the maturity date secured by two
        shopping centers in Las Vegas: the Fashion Show Mall and
        The Shoppes at The Palazzo, which were guaranteed by GGP,
        GGP LP, and Rouse LLC;

      * a loan in the outstanding amount of $95 million as of
        its maturity date secured by the Oakwood Center shopping
        center, which was guaranteed by GGP LP, GGP and TRCLP;

      * a loan in the outstanding amount of approximately
        $57.2 million as of its maturity date secured by the Chico
        Mall shopping center;

      * a loan in the outstanding amount of approximately
        $186.6 million as of its maturity date secured by the
        Jordan Creek Town Center shopping center, a portion of
        which was guaranteed by GGPLP, L.L.C.;

      * a loan in the outstanding amount of approximately
        $74.2 million as of its maturity date secured by the
        Deerbrook Mall shopping center;

      * a loan in the amount of approximately $81.6 million as
        of its maturity date secured by the Southland Mall
        shopping center;

      * a loan in the amount of approximately $37.8 million as
        of its maturity date secured by the Prince Kuhio Plaza a
        portion of which was guaranteed by GGP LP;

      * a loan in the amount of approximately $33.1 million
        secured by nine strip centers; and

      * a loan in the amount of approximately $105.1 million
        secured by the Town East Mall, a portion of which was
        guaranteed by GGP LP.

(15) As of the Petition Date, the Reorganized Debtors also were
    in default under a July 11, 2008, loan agreement, which had
    an outstanding balance of $1.51 billion.  GGP, GGP LP and
    GGPLP, L.L.C., were guarantors of the 2008 Loan and the
    facility was secured by mortgages on 24 properties owned by
    the subsidiary-level borrowers.  The 2008 Loan was in
    default due to the triggering of cross-default provisions
    with various other debt facilities, including, but not
    limited to, the Defaulted Mortgages, the Rouse Bonds and the
    2006 Loan.

Eurohypo filed with the Court a declaration of Daniel Vinson in
support of its response to the Reorganized Debtors' objection to
the Eurohypo Claim in lieu of Stephen Cox's declaration, which was
originally appended in Eurohypo's response.  Eurohypo explained
that Mr. Cox will not be available to appear before a February 24,
2011 hearing to support his declaration and withdrew the Cox
Declaration.

Mr. Vinson, a managing director at Eurohypo and the head of
Capital Market Transaction Operations, disclosed that the first
time the Reorganized Debtors raised an issue with the potential
payment of default rate interest to the 2006 Lenders was in the
spring of 2010 in connection with the negotiations for the Plan.
After negotiation with the Reorganized Debtors, the 2006 Lenders
supported the Plan because the Reorganized Debtors and Eurohypo
agreed on the amount of principal and base rate interest to be
paid on the effective date of the Plan, reserving the outstanding
issue of default rate interest to be resolved consensually or as
the subject of a claim objection within 60 days of the Effective
Date, he told Judge Robert Gerber.

According to a notice dated February 23, 2011, the Reorganized
Debtors will address the status of remaining claims and
scheduling issues prior to the commencement of any hearing
concerning this objection.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Lost $1.44 Billion in 2010
------------------------------------------
General Growth Properties, Inc. (NYSE: GGP) announced its
financial results under GAAP for the three and twelve months ended
Dec. 31, 2010.

          GAAP Operating Results and Earnings per Share
                       (In thousands)

                          Q4                    Annual
                          --                    ------
                11/10/10 -   10/01/10-   11/10/10 -  01/01/10-
                12/31/10     11/09/10    12/31/10    11/09/10
                Successor Predecessor    Successor  Predecessor
                --------- ----------     ---------  -----------
Total Revenues    $416,542   $309,602      $416,542   $2,406,944

Operating Income   $86,099   $124,281       $86,099     $909,364
Net loss         ($254,216) ($888,702)    ($254,216) ($1,185,758)
Total basic and
Diluted (loss) EPS  ($0.27)    ($2.80)       ($0.27)      ($3.74)

GGP's emergence resulted in the application of the acquisition
method of accounting as of Nov. 9, 2010, and, therefore, financial
results subsequent to that date are required to be presented
separately for accounting purposes (the "Successor").  To
facilitate comparisons with our fourth quarter and annual 2009
results, we have combined such 2010 Predecessor and Successor
financial results in schedules included within this release and
described as "combined."  The Company considers this combined
presentation as complementary to the GAAP results as it
facilitates an understanding of the operating results for the
period, but should not be considered a substitute for the GAAP
financial presentation.  Also, concurrent with this release, the
Company has made available on its website its quarterly package of
supplemental financial and operational information (the
"Supplemental") which provides additional result detail.

       2010 and 2009 Core NOI, Core EBITDA, Core FFO and FFO

The following discussion is At Share, refer to the Supplemental
for details:

(In thousands)
                       Combined Three Mos.    Combined 12 Mos.
                       Ended Dec. 31, 2010  Ended Dec. 31, 2010
                       -------------------  -------------------
Core NOI                     $588,373             $2,231,181
Core EBITDA                  $535,531             $2,060,819
Core FFO                     $249,752               $901,064
FFO                          $254,877               $600,482
Core FFO per Share              $0.25                  $0.91
FFO per Share                   $0.26                  $0.60
Common Shares Outstanding                        993,998,837

                   Quarterly and Yearly Highlights

    * Comparable Tenant Sales on a trailing 12 month basis
      increased to $446 per square foot or 6.4% compared to the
      same period last year.  We have had tenant sales increases
      every month since December 2009.

    * Regional Mall Occupancy remained stable at 92.9% compared
      to the prior year; while rental spread on permanent tenant
      occupancy was 2.9% in 2010.

    * During 2010, we executed 2,400 new and renewal leases
      totaling 7.3 million square feet.

    * 2010 Core NOI was $2.23 billion and remained relatively
      unchanged year-over-year.

    * On January 17, 2011, Sandeep Mathrani assumed the role of
      chief executive officer.

    * Recent additions to our senior management team in the
      areas of leasing and anchor store relationships are
      expected to further drive our progress in 2011.

"The fourth quarter 2010 was a defining moment for GGP and it set
the stage for us to build the best retail real estate company in
the country.  With a new management team in place, a team that has
tremendous experience and expertise, we anticipate a long-term
positive impact on our properties and the company.  We now have
focus and commitment to drive revenue and invest capital with
discipline to create value for our shareholders," said Sandeep
Mathrani, chief executive officer of General Growth Properties.

             Financial Results for the Three Months
             Ended December 31, 2010 and 2009

    * Revenues remained consistent with the same period in 2009
      after adjusting for the results of acquisition accounting
      applied upon emergence.

    * G&A was higher in 2010 by $17.8 million due to incurrence
      after emergence of legal, consultant and other emergence-
      related costs (not classified as reorganization costs),
      partially offset by the sale of our Third Party Management
      Company.

    * Based on the results of Old GGP's evaluations for
      impairment, impairment charges of approximately
      $197.3 million were recognized for the quarter ended
      December 31, 2009.

    * Permanent Warrant expense of $205.3 million in the quarter
      ended December 31, 2010, was due to the non-cash, mark-to-
      market expense related to the Permanent Warrant liability
      as of such date, primarily due to the increase in price of
      GGP's common stock since the Effective Date.

                Financial Results for the Year
               Ended December 31, 2010 and 2009

    * Total revenues decreased $59.3 million primarily as a
      result of acquisition accounting applied upon emergence
      totaling $20 million as well as a decrease in Specialty
      Leasing by $15 million.

    * Other property operating costs decreased $13.8 million due
      to an $8 million settlement with a utility provider and
      lower energy rates, driving energy expense down.

    * Improvement in provision for doubtful accounts due to
      better overall general economic conditions.

              Capital Transactions and Liquidity

    * On February 25, 2011, GGP announced an amendment to its
      existing $300 million three-year senior secured revolving
      credit facility (the "Revolver").  The amendment increases
      the Revolver commitment amount up to approximately
      $720 million and adds a provision that, subject to
      satisfaction of certain conditions, allows the Company to
      further increase the commitment amounts up to $1 billion.
      The amendment also provides a step-down in interest rates
      and collateral requirements as the overall leverage of the
      Company improves.  The Revolver remains undrawn at close
      and will provide additional financial flexibility.

    * Since July 2010, GGP has closed in excess of $2.5 billion,
      at share, of new mortgage financing.  We anticipate
      pursuing an additional $1 billion of financing in the
      second quarter of 2011 to further extend the debt maturity
      profile in this low interest rate environment and reduce
      near-term amortization.

    * In December we sold four properties (Gateway Overlook,
      Plaza 9400, Division Crossing and Halsey Crossing) and the
      substantial portion of another property (Lockport Mall),
      generating $84.6 million in cash. GGP is under contract to
      sell Arizona Center, an urban mixed-use property located
      in downtown Phoenix, Arizona.  The sale is anticipated to
      close (subject only to customary closing conditions) on or
      prior to March 15, 2011, and is expected to generate
      approximately $128 million in pre-tax net proceeds.

    * Reflective of our focus on our high-quality properties, we
      have transferred five of our Special Consideration
      Properties to their respective lenders (two in November
      2010 and three in February 2011) pursuant to agreements
      negotiated in conjunction with our secured property debt
      restructuring.  The remaining eight Special Consideration
      Properties are expected to be sold or transferred to the
      applicable lenders by the summer of 2011.  All Special
      Consideration Properties have been classified as
      discontinued operations for financial reporting purposes.

                Stock Offering Transactions

On Nov. 9, 2010, GGP emerged through the contribution of
approximately $6.8 billion from Brookfield, Pershing Square,
Fairholme, Blackstone and Texas Teachers (the "New Investors");
the spin-off to GGP's former stockholders of the Master Planned
Communities and certain other properties; and the agreement to
repay in full the remaining allowed bankruptcy claims of the
debtors that remained in bankruptcy.  On Nov. 15 (and Nov. 23 with
respect to the underwriters' option to purchase additional
shares), we sold approximately 154.9 million shares of our common
stock to the public, at $14.75 per share (before underwriting
discounts), and bought back approximately 179.3 million shares of
our common stock from the New Investors as permitted by the
respective agreements.  This resulted in proceeds of an additional
$700 million over and above the initial contributions from the New
Investors.  As a result of the HHC spin-off, the operations of the
properties distributed, including all of the operations of the
Master Planned Communities, have been reclassified to discontinued
operations and excluded from our real estate property net
operating income ("NOI") and other performance metrics for all
periods presented.

        Fourth Quarter and Year-End Earnings Call

An earnings call is scheduled on March 1, 2011, at 9:00 a.m.
Eastern time with Chief Executive Officer Sandeep Mathrani and
Chief Financial Officer Steve Douglas.  To participate, log on to
www.GGP.com 10 minutes prior to the start time. Participants
wanting to ask questions of Messrs Mathrani and Douglas must
participate by phone by dialing one of the following numbers:
Operator Assisted Toll-Free Dial-In Number: (877) 845-1018;
Operator Assisted International Dial-In Number: (707) 287-9345.

"Sales figures are starting to bounce back for our retailers.
Unemployment is seeing small, but steady decreases.  Consumer
confidence is returning.  These are all positive indicators that
our industry is moving in the right direction.  With our best-in-
class assets, our leadership team, and financial flexibility, we
believe we are well-positioned for short-term and long-term
success," said Mr. Mathrani.

According to Bloomberg News, GGP beat analysts' expectations as it
reported a surprise profit excluding some items in the fourth
quarter.  GGP released its fourth quarter and full year 2010
results after the close of regular U.S. trading.  GGP's shares
rose 34 cents or 2.2% to $15.92 as of February 28, 2011 at 4:15
p.m. in New York Stock Exchange composite trading, according to
Bloomberg.

                    General Growth Properties, Inc.
                     Combined Balance Sheets
                     As of December 31, 2010

Assets:
Investment in real estate:
Land                                            $4,644,712,000
Buildings and equipment                         20,300,355,000
Less accumulated depreciation                     (129,794,000)
Developments in progress                           117,137,000
                                             ------------------
Net property and equipment                      24,932,410,000
Investment in and loans to/from Real Estate
Affiliates                                       3,231,660,000
Investment property and property held for
development and sale                                         -
                                             ------------------
  Net investment and real estate                 28,164,070,000
Cash and cash equivalents                         1,021,311,000
Accounts and notes receivable, net                  114,099,000
Deferred expenses, net                              175,669,000
Prepaid expenses and other assets                 2,300,452,000
Assets held for disposition                         591,778,000
                                             ------------------
   Total assets                                 $32,367,379,000
                                             ==================

Liabilities and equity:
Liabilities not subject to compromise
Mortgages, notes and loans payable             $18,047,957,000
Investment in and loans to/from
Unconsolidated Real Estate Affiliates                        -
Deferred tax liabilities                            36,463,000
Permanent warrant liability                      1,041,004,000
Tax indemnification liability                      303,750,000
Accounts payable and accrued expenses            1,931,970,000
Liabilities held for disposition                   592,122,000
                                             ------------------
Liabilities not subject to compromise           21,953,266,000
Liabilities subject to compromise                             -
                                             ------------------
  Total liabilities                              21,953,266,000

Equity:
Total stockholders' equity                      10,079,102,000
Noncontrolling interests in Combined
Real Estate Affiliates                             102,647,000
                                             ------------------
Total equity                                    10,181,749,000
                                             ------------------
   Total liabilities and equity                 $32,367,379,000
                                             ==================

                  General Growth Properties, Inc.
                Consolidated Statements of Income
                Three Months Ended December 31, 2010

Revenues:
Minimum rents                                     $462,065,000
Tenant recoveries                                  194,819,000
Overage rents                                       28,878,000
Management fees and other corporate revenues        15,182,000
Other                                               25,200,000
                                             ------------------
Total revenues                                     726,144,000
                                             ------------------
Expenses:
Real estate taxes                                   63,180,000
Property maintenance costs                          33,096,000
Marketing                                           15,671,000
Other property operating costs                     123,384,000
Provision for doubtful accounts                      2,436,000
Property management and other costs                 42,584,000
General and administrative                          24,320,000
Strategic initiatives                                        -
Provisions for impairment                              148,000
Depreciation and amortization                      210,945,000
                                             ------------------
Total expenses                                     515,764,000
                                             ------------------
Operating income (loss)                             210,380,000

Interest income                                       1,285,000
Interest expense                                   (326,597,000)
Permanent warrant expense                          (205,252,000)
                                             ------------------

Loss before income taxes, noncontrolling
  interests and equity in income of
  Unconsolidated Real Estate Affiliates            (320,184,000)
Benefit from (provision for) income taxes            70,844,000
Equity in income (loss) of Unconsolidated
Real Estate Affiliates                              (32,694,000)
Reorganization items                               (228,040,000)
                                             ------------------
Loss from continuing operations                    (510,074,000)
Discontinued operations - loss on
dispositions                                       (662,840,000)
                                             ------------------
Net loss                                         (1,172,914,000)
Allocation to noncontrolling interests               29,996,000
                                             ------------------
Net (loss) income attributable to common
Stockholders                                    ($1,142,918,000)
                                             ==================

                  General Growth Properties, Inc.
                  Consolidated Statements of Income
                Twelve Months Ended December 31, 2010

Revenues:
Minimum rents                                   $1,819,385,000
Tenant recoveries                                  804,117,000
Overage rents                                       54,580,000
Management fees and other corporate revenues        63,245,000
Other                                               82,159,000
                                            ------------------
Total revenues                                  2,823,486,000
                                            ------------------
Expenses:
Real estate taxes                                  259,044,000
Property maintenance costs                         113,113,000
Marketing                                           36,516,000
Other property operating costs                     465,012,000
Provision for doubtful accounts                     16,350,000
Property management and other costs                167,655,000
General and administrative                          46,997,000
Strategic initiatives                                        -
Provisions for impairment                           15,733,000
Depreciation and amortization                      707,603,000
                                             ------------------
Total expenses                                   1,828,023,000
                                             ------------------
Operating income (loss)                             995,463,000

Interest income                                       2,247,000
Interest expense                                 (1,388,574,000)
Permanent warrant expense                          (205,252,000)
                                             ------------------

Loss before income taxes, noncontrolling
interests and equity in income of
Unconsolidated Real Estate Affiliates             (596,116,000)
Benefit from (provision for) income taxes            69,502,000
Equity in income (loss) of Unconsolidated
Real Estate Affiliates                               21,353,000
Reorganization items                               (339,874,000)
                                             ------------------
Loss from continuing operations                    (845,135,000)
Discontinued operations - loss on dispositions     (623,311,000)
                                             ------------------
Net loss                                         (1,468,446,000)
Allocation to noncontrolling interests               28,472,000
                                             ------------------
Net (loss) income attributable to
common stockholders                             ($1,439,974,000)
                                             ==================

                      About General Growth

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

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

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

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

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


GENERAL MOTORS: A. Koch to Step in as Old GM Director
-----------------------------------------------------
Motors Liquidation Company told the U.S. Securities and Exchange
Commission on February 24, 2011, of the departure of three of its
current directors and election of Albert Koch as director,
effective on the effective date of the Amended Joint Chapter 11
Plan of Reorganization.

On February 17, 2011, the board of directors of the Company held
a meeting to discuss, among other items on the agenda, changes to
the composition of the Board after the effective date of the
Amended Joint Chapter 11 Plan.

In connection with the Effective Date, at the Board Meeting,
Wendell Adair, Jr., Stephen H. Case and Alan M. Jacobs, each of
whom is a director of the Company, expressed their intent to
resign from the Board, effective immediately prior to the
effectiveness of an amendment to the Company's bylaws.  None of
the resignations of any of the directors was due to any
disagreement with the Company, Vice President and Treasurer James
Selzer clarified.

At the Board Meeting, the Board elected Albert Koch as a director
of the Corporation, effective as of the effectiveness of the
Bylaw Amendment.  Mr. Koch is a representative of APServices LLC
and Vice Chairman and the Managing Director of AlixPartners, LLP,
an affiliate of APS.  As previously disclosed, the Corporation
engaged APS pursuant to an engagement letter dated as of May 29,
2009, to provide the services of certain temporary employees,
including Mr. Koch, and to assist in the restructuring of the
Corporation.

At the Board Meeting, the Board unanimously approved the
amendment of the Restated Certificate of Incorporation of the
Corporation, effective as of the close of business on the
Effective Date, to:

  (i) amend and restate the purpose of the Company to
      include engaging in any lawful activity for which
      corporations may be organized under the Delaware General
      Corporation Law and taking all actions incident to the
      consummation of the transactions and actions contemplated
      by the Plan; and

(ii) prohibit the issuance of non-voting equity securities
      prohibited by Section 1123(a)(6) of Bankruptcy Code.  On
      or as soon as practicable after the Effective Date and the
      approval of the Charter Amendment by the U.S. Bankruptcy
      Court for the Southern District of New York, the Company
      will file a Certificate of Amendment to the Restated
      Certificate of Incorporation of the Company with the
      Secretary of State of the State of Delaware to effectuate
      the Charter Amendment.

At the Board Meeting, the Board unanimously approved the
amendment of the Bylaws of the Corporation, effective as of the
close of business on the Effective Date, to provide that:

  (i) the Board will consist of three directors,

(ii) vacancies on the Board may be filled by a majority of the
      remaining directors,

(iii) the Board has the power to adopt, amend, or repeal the
      Bylaws, and

(iv) stockholders may act by written consent.

A marked copy of the Bylaws of the Company, as amended by the
Bylaw Amendment, is accessible for free at:

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

                       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: Parties Object to $0 for Unliquidated Claims
------------------------------------------------------------
Several creditors oppose Motors Liquidation Co. formerly General
Motors Corp.'s request to estimate unliquidated portions of
certain claims at $0.  They are:

* Wells Fargo Bank Northwest, N.A.
* Toyota Motor Corporation
* New United Motor Manufacturing, Inc.
* County of Onondaga, New York
* Town of Salina, New York
* Enterprise Holdings Inc.
* State of New York
* United Technologies Corporation
* Daniel Plouffe
* Sharyl Carter

As reported in the Feb. 24, 2011 edition of the Troubled Company
Reporter, Motors Liquidation Co. and its affiliates ask the
Bankruptcy Court to estimate 530 claims that are partially
unliquidated at $0, which are not yet allowed for reserve purposes
under the Amended Joint Chapter 11 Plan of Reorganization.

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

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

Wells Fargo Bank, as agent on behalf of the TPC Lenders,
complains that the Claims Estimation Motion is unclear whether
the Debtors intend for the TPC Lenders' claims to be reserved for
at all beyond the escrow account established under the Sale
Order.  Accordingly, Wells Fargo asks the Court that any order
approving the Claims Estimation Motion should provide that the
GUC Trust Administrator will reserve:

  (i) for the TPC Lenders' general unsecured claims up to the
      full $45 million amount that may be allowed consistent
      with the Sale Order; and

(ii) for any secured claims of the TPC Lenders that may be
      allowed above the $90.7 million amount of the escrow
      account established under the Sale Order.

Toyota opposes the Claims Estimate Motion because the Debtors
seek to estimate its Claim less than the estimated amount of the
Claim, which is $3,200,000.  Toyota proposes to submit an updated
estimate of the Claim to be used for the purposes of establishing
an appropriate reserve for the Toyota Claim.  If MLC does not
oppose the Proposed Reserve Amount, Toyota will withdraw this
objection.

NUMMI alleges that the Debtors further impair its rights to
receive a claim distribution in the Claims Estimation Motion by
attempting to impose a ceiling on its recovery in the pending
adversary proceeding filed by NUMMI against Motors Liquidation
Company well before any final judgment or resolution is reached.

Onondaga County asks the Court to deny the Claims Estimation
Motion until the Debtors can substantiate the bases for the
proposed estimates, specifically the bases for a zero estimate
with respect to the multiple government claims related to the on-
going Lower Ley Creek investigation and remediation.

The Town of Salina and Enterprise Holdings disputes the Debtors'
proposed maximum amounts of their claims and insist that the
Claims should be estimated at these amounts:

    Party                    Proposed Estimated Amount
    -----                    -------------------------
    Town of Salina                  $41,076,137
    Enterprise Holdings               1,659,915

The State of New York complains that the Debtors failed to
provide the Court, or the affected parties, with the
comprehensive review and analysis purportedly taken.  The
Debtors, the State adds, do not substantiate how they arrived at
the capped amount, or why the proposed action is the fairest
possible course to protect the interests of all creditors.

UTC asks the Court to deny approval of the Estimation Motion.
UTC complains that a simple review reveals the absence of any
rational basis for the Debtors' methodology and exposes it,
instead, as an improper and unfounded attempt to shield the
Debtors from extensive environmental damage claims that, by their
very nature, are not susceptible to ready liquidation.

Mr. Plouffe and Ms. Carter object to the Debtors' proposed
estimates of their claims.

                      Debtors Talk Back

The Debtors apprise the Court that they received 11 objections to
the Claims Estimation Motion and have consensually resolved four
of the Objections.

The Debtors thus ask the Court to overrule the unresolved
Objections:

* Toyota.  The Debtors reached out to Toyota's counsel to request
a proposed estimate for reserve purposes for the Toyota Claim
and understand that an estimate of the Toyota Claim is
forthcoming.  Once received, the Debtors will work with Toyota
to establish an agreed-upon estimate for the Toyota Claim for
reserve purposes under the Plan.  Should Toyota fail to provide
a reasonable, revised estimate of the Toyota Claim prior to the
hearing, the Debtors ask the Court estimate the Toyota Claim in
the current liquidated amount of $3.2 million for reserve
purposes under the Plan.

* NUMMI.  The Debtors explain that the NUMMI Claim was
included in the Claims Estimation Motion in an abundance of
caution and that NUMMI's current position in the Objection is
in violation of a stipulation previously entered with NUMMI.
The Debtors thus ask the Court to estimate the maximum amount
of the NUMMI Claim for reserve purposes under the Plan
at $500 million.

* State of New York.  Counsel to the Debtors, Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York,
argues that the State's Objection ignores the fact that the
claims process cannot remain open forever.  In an effort to
achieve a consensual resolution, the Debtors have proposed to
counsel for the State that Claim Nos. 50588 and 69444 be
removed from the schedules to the Claims Estimation Motion and
made subject to the Fully Unliquidated Claims Reserve, which
would eliminate the capping of the individual amounts, while
providing for distributions should the claims eventually
become allowed.  In the event the parties are unable to reach
agreement, the Debtors ask the Court to estimate the maximum
amount of the Claims at the liquidated amount of those claims
as listed in the Claims Reserve Motion.

* Claims Related to Onondaga Lake Superfund Site.  Three of the
unresolved Objections relate to claims relating to the Onondaga
Lake Superfund Site in New York.  The liabilities arising from
the Onondaga Lake Superfund site are being negotiated on a
global basis with the U.S. government and are included in the
U.S.'s environmental claim, Claim No. 64064, for which the
Debtors intend to reserve a maximum amount at $2,025,258,337
even though resolution is expected to result in a much lower
aggregate amount. To the extent that the Objections filed by
Town of Salina, Onondaga County, or United Technologies assert
that the proposed estimates for their claims are insufficient,
their claims will be additionally protected by the EPA Claim.

* Mr. Plouffe.  The Plouffe Objection appears to be directed at
the pending omnibus claims objection related to Claim No.
45171, rather than the relief sought in the Claims Reserve
Motion.

For the remaining Objections, the parties have not provided the
Debtors with a reasonable basis to estimate the Estimated Claims
for reserve purposes in excess of the amounts specified in the
Partially Unliquidated Reserve Motion, the Debtors insist.

                   The Committee-Backed Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: U.S. Govt. Wants Quick Exit From New GM
-------------------------------------------------------
The Obama administration is planning to quickly dispose of its
remaining stake in General Motors Company, according to a top
economic adviser to President Obama, David Shepardson of The
Detroit News reported.

"The writing is clearly on the wall that the Government is
getting out of the GM position," Austan Goolsbee, chairman of the
Council of Economic Advisers said at a recent event, the report
disclosed.  Mr. Goolsbee noted that the Government does not
intend to be a majority shareholder of GM for a long time, but
only wanted to prevent a wider spillover at that time, the report
stated.

Mr. Goolsbee's comments come as GM stocks closed at $33.02 down
$1.57 or 4.5% as of February 24, 2011, The Detroit News pointed
out.  The Government must sell its remaining 33% stake at $53 per
share to achieve a break even, the report stated.

Mr. Goolsbee also related that the Government would not engage in
market timing to try to boost taxpayer returns by holding GM
stock longer than necessary, the report noted.  The U.S.
Department of the Treasury is just trying in whatever is the most
reasonable way to phase out of the government's involvement,
according to Mr. Goolsbee, the report added.

                       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)


GRABANSKI LAND: Judge Denies Plea to Name Operating Trustee
-----------------------------------------------------------
Mikkel Pates at Agweek reports that U.S. Bankruptcy Judge William
Hill heard arguments to dismiss an involuntary bankruptcy for the
Keeley and Grabanski Land Partnership of Grafton, N.D., but says
he will take an unspecified time to decide on the issue.

According to the report, Judge Hill, in a Feb. 24 hearing in
Fargo, North Dakota, also denied a motion to appoint an operating
trustee to manage farmland the partnership owns in Texas, but says
he might reconsider that later, after he decides whether the
bankruptcy survives.

John and Dawn signed an involuntary petition to send Keeley and
Grabanski Land Partnership to Chapter 11 bankruptcy (Bankr. D.
North Dakota Case No. 10-31482) on Dec. 6, 2011.  The alleged
debtor is a land company managed by Tom Grabanski, in which the
Keeleys once were partners.

Agweek relates the partnership is just one piece in a complicated
network of farming operations and loans that are involved in three
separate bankruptcies, including hundreds of creditors, several
partnerships, tens of millions in debts and accusations of fraud.

According to the report, Judge Hill -- for now -- denied the
Keeleys' motion to appoint an "operating trustee" to manage the
Keeley and Grabanski Land farm interests.  Judge Hill says he
finds it "gets pretty expensive, pretty quick" to hire such a
trustee, but Kenneth Corey-Edstrom, the Keeleys' lawyer from
Minneapolis, says it "can't be more expensive than letting Mr.
Grabanski run and sell the farm."

Kenneth Corey-Edstrom, Esq., at Larkin Hoffman Daly & Lindgren
Ltd., represent the petitioners.


HALLMARK CLEANING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hallmark Cleaning Systems, Inc.
        4502 Edison Street
        Houston, TX 77009-3338

Bankruptcy Case No.: 11-31822

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Mian A. Bari, president.


HARDAGE HOTELS: Section 341(a) Meeting Scheduled for March 31
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Hardage
Hotels II, L.P.'s creditors on March 31, 2011, at 12:00 p.m., at
J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

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.

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection on
Feb. 22, 2011 (Bankr. D. Del. Case No. 11-10518).  Bruce Grohsgal,
Esq., at Pachulski, Stang, Ziehl Young & Jones, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Affiliate Hardage Hotels
VIII, LLC, filed a separate Chapter 11 petition on Jan. 21, 2011
(Bankr. D. Del. Case No. 11-10210).


HARDAGE HOTELS: Asks for Court's Nod to Use Cash Collateral
-----------------------------------------------------------
Hardage Hotels II, L.P., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to use until May 27, 2011, cash
collateral of CW Capital Asset Management LLC, solely in its
capacity as special servicer for the Bank of America, N.A., as
successor by merger LaSalle Bank National Association, as trustee
for the registered holders of Asset Securitization Corporation
Commercial Mortgage Pass-Through Certificates, Series 1996-D2 and
holder of a Deed of Trust Note dated Jan. 23, 1996, from the
Debtor to Nomura Asset Capital Corporation, as amended.

The outstanding balance under the Note and Deed of Trust is
approximately $9.2 million.  The Prepetition Lender Indebtedness
evidenced by the Note purportedly is secured by a lien against the
Hotel and the other prepetition collateral.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP
VP, explains that the Debtor needs the money to fund its Chapter
11 case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/HARDAGE_HOTELS_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
grant the Prepetition Lender adequate protection payments and
replacement liens in the postpetition collateral.

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection on
Feb. 22, 2011 (Bankr. D. Del. Case No. 11-10518).  Bruce Grohsgal,
Esq., at Pachulski, Stang, Ziehl Young & Jones, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Affiliate Hardage Hotels
VIII, LLC, filed a separate Chapter 11 petition on Jan. 21, 2011
(Bankr. D. Del. Case No. 11-10210).


HARDAGE HOTELS: Taps Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------
Hardage Hotels II, L.P., asks for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Pachulski
Stang Ziehl & Jones LLP as bankruptcy counsel, effective as of
Feb. 22, 2011.

PSZ&J will, among other things:

     a) provide legal advice with respect to the Debtor's powers
        and duties as a debtor in possession in the continued
        operation of its business and management of its
        property;

      b) prepare necessary applications, motions, answers, orders,
         reports, and other legal papers;

      c) appear in Court on behalf of the Debtor and in order to
         protect the interests of the Debtor before the Court; and

      d) prepare and pursue confirmation of a plan and approval of
         a disclosure statement.

PSZ&J will be paid based on the hourly rates of its professionals:

         Bruce Grohsgal                   $705
         Peter J. Keane                   $345
         Louise Tuschak                   $245

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

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection on
Feb. 22, 2011 (Bankr. D. Del. Case No. 11-10518).  The Debtor
estimated its assets and debts at $10 million to $50 million.
Affiliate Hardage Hotels VIII, LLC, filed a separate Chapter 11
petition on Jan. 21, 2011 (Bankr. D. Del. Case No. 11-10210).


HARDAGE HOTELS: Wants BMC Group as Claims, Notice, Balloting Agent
------------------------------------------------------------------
Hardage Hotels II, L.P., ask for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ BMC Group,
Inc., as notice, claims and balloting agent.

BMC will, among other things:

     a. prepare and serve required notices in this Chapter 11
        case;

     b. provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours;

     c. record all transfers of claims pursuant to Bankruptcy Rule
        3001 (e) and provide notice of such transfers as required
        by Bankruptcy Rule 3001(e); and

     d. provide balloting services in connection with the
        solicitation process for any Chapter 11 plan for which a
        disclosure statement has been approved by the Court.

BMC will charge the Debtor with BMC's standard prices for its
services, expenses and supplies at the rates or prices in effect
on the day the services and supplies are provided to the Debtor.
At the commencement of BMC's service agreement with the Debtor,
the Debtor will provide BMC with an advance payment retainer of
$12,500.  BMC will apply the retainer against fees incurred for
services rendered at its stated rates and reimbursed for
necessarily incurred expenses on behalf of the Debtor, until the
retainer is exhausted.

A copy of the Agreement is available for free at:

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

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection on
Feb. 22, 2011 (Bankr. D. Del. Case No. 11-10518).  Bruce Grohsgal,
Esq., at Pachulski, Stang, Ziehl Young & Jones, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Affiliate Hardage Hotels
VIII, LLC, filed a separate Chapter 11 petition on Jan. 21, 2011
(Bankr. D. Del. Case No. 11-10210).


HATHAWAY ENTERPRISES: Sec. 341(a) Meeting Scheduled for March 30
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Hathaway
Enterprises, Inc.'s creditors on March 30, 2011, at 11:00 a.m., at
Room 2610, 725 S Figueroa Street, Los Angeles, CA 90017.

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

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

Los Angeles, California-based Hathaway Enterprises, Inc., filed
for Chapter 11 bankruptcy protection on Feb. 22, 2011 (Bankr.
C.D. Calif. Case No. 11-17426).  Vincent S. Kim, Esq., at the
Law Offices of Vincent S. Kim & Associates, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million.


HEALTH CARE REIT: S&P Gives Stable Outlook, Affirms 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Care REIT Inc. to stable from positive.  At the same time, S&P
affirmed its 'BBB-' corporate credit and senior unsecured debt
ratings on HCN, as well as its 'BB' rating on the company's
preferred stock.  The affirmations affect roughly $3.3 billion of
rated securities.  S&P has also assigned a 'BB' issue-level rating
to the company's proposed $625 million convertible perpetual
preferred stock issue.

"The outlook revision reflects S&P's view that a ratings upgrade
over the near term is unlikely, based on the company's aggressive
pace of growth that will effectively double the size of the real
estate portfolio," said Standard & Poor's credit analyst George
Skoufis.  "S&P believes HCN will need to continue to invest in its
infrastructure to integrate and manage this larger platform, which
includes a larger component of facilities that are more management
intensive with cash flows that are potentially more volatile than
typical triple-net leases."

S&P's corporate credit rating on HCN is supported by an
intermediate financial profile, notably moderate leverage, and
sound debt protection measures.  S&P believes HCN remains
committed to funding its growth with a majority of equity.  S&P
views the business as satisfactory, reflecting a large, well-
diversified portfolio of healthcare facilities supported mostly by
a portfolio of triple-net leased facilities with sound rent
coverage.

The stable outlook reflects S&P's expectation that HCN will
successfully refinance its short-term bridge facility and maintain
a moderate leverage profile, with fixed-charge coverage above
2.3x, while comfortably covering its common dividend.  HCN's core
cash flow should be fairly predictable due to its diversified
portfolio of largely triple-net-leased properties with good
portfolio rent coverage and manageable lease rollover.  S&P would
lower its rating if HCN continues its aggressive pace of growth or
pursues aggressive debt-financed growth or if it experiences
integration challenges or portfolio/tenant stress that weighs on
fixed-charge coverage so that it deteriorates below 2.3x for a
prolonged period.  S&P would raise its rating if HCN successfully
integrates and manages recent new investments and a significantly
larger platform, does not aggressively expand the development
pipeline, and finances its growth conservatively, while improving
fixed-charge coverage into the mid- to high-2x range.


HIGHLAND CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Highland Construction Management Services, LP
        12022 Meadowville Court
        Herndon, VA 20170

Bankruptcy Case No.: 11-11413

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: James P. Campbell, Esq.
                  CAMPBELL FLANNERY, P.C.
                  19 East Market Street
                  Leesburg, VA 20176
                  Tel: (703) 771-8344
                  Fax: (703) 777-1485
                  E-mail: jcampbell@cmzlaw.com

Scheduled Assets: $7,513,716

Scheduled Debts: $9,986, 360

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-11413.pdf

The petition was signed by Joseph L. Bane, Jr., partner/trustee.


HOST HOTELS: Fitch Upgrades Issuer Default Rating to 'BB'
---------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Host Hotels &
Resorts, Inc. and its subsidiary Host Hotels & Resorts, L.P.:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating to 'BB' from 'BB-'.

Host Hotels & Resorts, L.P.

  -- IDR to 'BB' from 'BB-';
  -- Revolving Credit Facility to 'BB' from 'BB-';
  -- Senior Notes to 'BB' from 'BB-';
  -- Senior Exchangeable Notes to 'BB' from 'BB-'.

The Rating Outlook is Stable.

On June 18, 2010, the company redeemed all of the issued and
outstanding shares of its preferred stock.  Since the company has
redeemed its outstanding preferred stock, Fitch no longer
considers the rating of the preferred stock to be relevant to its
coverage.

The upgrade reflects Fitch's view that Host's lodging portfolio
will continue to improve in 2011 following tumultuous results in
2009 and a stabilization in 2010.  The company's fixed charge
coverage ratios have improved and are expected to remain
appropriate for the 'BB' IDR.  While leverage has only slightly
improved to 5.4 times for 2010 as compared to 5.6x for 2009, Fitch
expects that following same property RevPAR growth of 5.8% in
2010, Host will benefit from the recovery and mid-to-high single
digit comparable RevPAR will lead to leverage levels in line with
a 'BB' rating for a lodging REIT.

After experiencing a comparable RevPAR decline across the
portfolio of 19.9% in 2009, Host experienced comparable RevPAR
growth of 5.8% and a 7.9% increase in RevPAR across all its
operating hotels during 2010.  Fitch estimates that the lodging
recovery will result in industry-wide RevPAR growth of between 5%
and 7% in 2011 and 2012.  Consistent with these expectations,
Fitch projects that Host's fixed charge coverage ratio (defined as
recurring operating EBITDA less renewal and replacement capital
expenditures, divided by cash interest expense, capitalized
interest and preferred dividends), which declined from 2.6x in
2008 to 1.6x in 2009 and rose to 1.7x in 2010, will be between
2.5x and 3.0x in 2011 and 2012.  Fixed charge coverage will be
impacted by renewal and replacement capital expenditures ranging
from $260 million to $280 million in 2011.  While the company is
pursuing various return on investment renovation projects in
Chicago, Indianapolis and Atlanta, these projects are expected to
result in improving RevPAR in 2012.

Host's leverage, measured as net debt divided by recurring
operating EBITDA, is high for a lodging REIT for the 'BB' rating
at 5.4x as of Dec. 31, 2010.  Fitch projects that after increasing
from 4.1x in 2008 to 5.6x in 2009, leverage will continue to
decline from 5.4x as of Dec. 31, 2010 and remain in a range of
4.0x to 5.0x.  Improvements in leverage stem from expected
incremental revenue from properties acquired in 2010 and 2011
along with overall RevPAR improvements.

The Stable Outlook centers on Fitch's expectation that Host's
credit profile will remain appropriate for the 'BB' rating through
the economic cycles, barring any significant changes in the
company's capital structure.  The Stable Outlook reflects the
quality of Host's portfolio and unencumbered asset coverage that
provides good downside protection to bondholders.  Further, Host
continues to access various sources of capital and maintains a
solid liquidity profile.  For the period of Jan. 1, 2011 to
Dec. 31, 2012, Fitch calculates that Host's sources of liquidity
(cash, availability under its revolving credit facility, and
projected retained cash flows from operating activities after
dividends and distributions and adjusting for the company's
increased dividend) exceed uses of liquidity (debt maturities and
amortization and projected renewal and replacement capital
expenditures) by 1.8x, which is strong for the existing ratings.
Fitch estimates that Host would have a liquidity surplus even if
its retained cash flow is minimal.  In addition, Host has a smooth
debt maturity schedule generally, allowing the company to
methodically address upcoming maturities through capital markets
cycles.

Host maintains a high-quality, geographically dispersed hotel
portfolio of 120 consolidated properties across 26 U.S.  states,
Canada, Mexico, New Zealand, Brazil, Chile and the United Kingdom,
of which 102 are unencumbered from mortgage debt.  Host's luxury
and upscale platform includes brands such as Marriott (58% of 2010
revenues), Westin (9%), Sheraton (9%), Ritz-Carlton (8%), Hyatt
(7%), and Fitch anticipates that it will outperform other lodging
price points as it has demonstrated more upside than lower price
points.  In addition, the improvement in average daily rates was
driven by the premium and corporate segments, driving average ADRs
to $183.46 in 4Q2010 from $174.31 in 4Q2009.  Average occupancy
also increased to 68% in the fourth quarter of 2010 (4Q'10) from
65.2% in 4Q'09.  That being said, ADRs are approximately 17% below
market peaks in 2007 and long-term average stabilized occupancy of
74%.  ADRs and occupancy levels have outperformed the luxury
sectors at large by 26% and 19% respectively, according to Smith
Travel Research.

Host's portfolio by and large continues to supports bondholders in
that 106 of the company's properties are unencumbered (pro forma
for the four Canadian loans the company expects to repay on
March 1, 2011), and the portfolio continues to expand.  Recent
acquisitions include the $313 million purchase of the New York
Helmsley Hotel announced in January 2011, which will be converted
into a Westin by mid-2012, and the $570 million purchase of the
Manchester Grand Hyatt San Diego Hotel announced in February 2011.
During 1Q'11, the company also acquired seven hotels in New
Zealand for $145 million.  Fitch views this portfolio expansion
favorably in that it augments an already sizeable unencumbered
property pool.  Unencumbered asset coverage as defined under the
company's senior notes indenture was 343% as of Dec. 31, 2010.
This unencumbered asset coverage ratio is strong for a lodging
REIT for the 'BB' rating level.  In addition, the company's
current ratios under its unsecured credit facility covenants do
not hinder its financial flexibility.

The rating also takes into consideration credit concerns including
the potential that economic weakness could jeopardize RevPAR
growth potential, and the implicit volatility of lodging earnings.

These factors may have a positive impact on Host's ratings and/or
Outlook:

  -- Significant performance over Fitch's forecasted industry
     comparable RevPAR growth of positive 5% to 7% in 2011 and
     2012;

  -- Net debt to recurring operating EBITDA sustaining below 4.0x
     for several quarters (leverage was 5.4x for 2010);

  -- Fixed charge coverage sustaining above 2.5x for several
     quarters (coverage was 1.7x in 2010).

These factors may have a negative impact on Host's ratings and/or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining above 5.0x;
  -- Fixed charge coverage sustaining below 1.5x;
  -- A liquidity shortfall.


HSBC FINANCE: Fitch Affirms 'E' Individual Rating
-------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Rating of HSBC Finance Corporation and its related subsidiaries at
'AA-' and 'F1+', respectively.  The Rating Outlook is Stable.

The affirmation of HFC's IDRs and the Stable Outlook reflects the
strength of the support derived from its ultimate parent company,
HSBC Holdings plc, whose long-term and short-term IDRs were
recently affirmed by Fitch at 'AA' and 'F1+', respectively.  Fitch
believes there is a very high probability of support for HFC from
its parent.  Fitch's view toward support considers that the
company is wholly-owned by HSBC and that significant support has
been demonstrated to date to facilitate the wind-down of HFC's
residential mortgage loans as well as other loans.  The ratings
for HSBC Finance Capital Trust IX also benefit from institutional
support and thus are notched from the IDR.

The Individual rating of 'E', which was also affirmed, reflects
Fitch's view as if HFC was an independent entity and does not
consider support.  The affirmation of the Individual rating
factors in the company's continued need for additional capital
from its parent, as well as weak profitability levels and credit
trends.  A return to profitability, improvements in asset quality
and lower capital needs from its parent could lead to a higher
individual rating.

HFC is a finance company with $77 billion in assets and an
indirect subsidiary of HSBC Holdings plc, one of the largest
banking companies in the world.  HFC is the 7th largest provider
of MasterCard and Visa credit cards in the U.S., on a managed
basis, and the third largest servicer of private label credit
cards.  The company's consumer and mortgage lending portfolio, the
bulk of its assets, is in liquidation.

Fitch affirms these with a Stable Outlook:

HSBC Finance Corporation

  -- Long-term IDR at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Senior Debt at 'AA-';
  -- Subordinated Debt at 'A+';
  -- Commercial Paper at 'F1+';
  -- Individual at 'E';
  -- Support at 1.

Beneficial Corporation

  -- Senior Debt at 'AA-'.

HSBC Financial Corporation Limited
Household Bank International Netherlands B.V.

  -- Long-term IDR at 'AA-';
  -- Senior Debt at 'AA-'.

HSBC Bank (Nevada), NA

  -- Long-term IDR at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Individual at 'B/C';
  -- Support at 1.

HFC Bank Ltd

  -- Long-term IDR at 'AA-';
  -- Senior debt at 'AA-';
  -- Short-term IDR at 'F1+';
  -- Support Rating at '1'.

HSBC Finance Capital Trust IX

  -- Preferred stock at 'A'.


INNKEEPERS USA: Creditors Panel Objects to Five Mile-Lehman Deal
----------------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that the official committee of unsecured creditors of
Innkeepers USA Trust joined others in protesting Five Mile Capital
Partners and Lehman Brothers Holdings Inc.'s $374.4 million bid to
buy the hotel owner, because the structure of the deal limits
recoveries to those creditors at $2.5 million.  In a Friday filing
with the U.S. Bankruptcy Court, the committee called the term
sheet outlining the sale "unconfirmable," and said it wants a say
in the review of bids.  Mr. Checkler notes that one key problem
the committee has is that if a competing bidder offers more for
Innkeepers, unsecured creditors would not see any of the proceeds
from that overbid.

The report notes Appaloosa Management LP and LNR Securities
Holdings LLC have come out against the plan, upset that their
indirect investment in Innkeepers' mortgage debt will suffer a
loss under the plan.

A hearing on the deal is set for next week.

                       Five Mile-Lehman Plan

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Judge Chapman will convene hearings on March 8 and 9 to
consider approval of agreements outlining a reorganization
structure for Innkeepers USA Trust.  At the hearing, Judge Chapman
will also consider approval of an auction process to test whether
anyone will top the stalking-horse bid by Five Mile Capital
Partners and Lehman Ali Inc. to bankroll Innkeepers' exit and turn
the Company over to creditors.

The TCR, citing Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported on Jan. 19 that the Lehman Ali and Five
Mile-sponsored Plan will reduce debt by $400 million.  Under the
Plan:

   * Five Mile and Lehman Ali, together will provide
     $174.1 million of equity capital and convert $200.3 million
     of debt into equity.  Five Mile is the provider of
     $53 million in secured financing for the Chapter 11 case, and
     Lehman is the holder of $238 million in floating-rate
     mortgages on 20 of Innkeepers' 72 properties.

   * Midland Loan Services Inc., as servicer for $825 million of
     fixed-rate mortgage debt on 45 properties, will emerge from
     Chapter 11 with mortgages for $622.5 million on revised
     terms.

   * Lehman is to receive 50% of the new equity plus $26.2 million
     cash in exchange for all its debt.  The $70.5 million in
     secured loans for the Chapter 11 case will be paid in full.
     Midland is supplying debt financing for Lehman's commitment.

   * Unsecured creditors are being offered $2.5 million cash if
     the class votes for the plan.  Secured lenders' deficiency
     claims will not participate in the distribution to unsecured
     creditors.  Also, preference suits against unsecured
     creditors will be waived.

   * Holders of the 8% preferred stock are offered $5.9 million
     cash plus the right to be co-investors for 2% of the new
     equity.

   * Holders of mortgages on 69 of 72 properties will be paid in
     full or have the mortgages modified consensually.

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


ISLE OF CAPRI: Moody's Reviews 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed Isle of Capri Casinos, Inc.'s B3
Corporate Family Rating, B3 Probability of Default Rating, and
Caa2 senior subordinated note rating on review for possible
upgrade following the company's announcement of a planned debt
refinancing.  At the same time, Moody's assigned a Ba3 rating to
Isle's proposed $825 million senior secured bank credit facility
and a B3 rating to its proposed $300 million senior unsecured note
offering.  Proceeds from the proposed debt offering will be used
primarily to refinance Isle's existing bank credit facilities in
total and finance future capital expenditures.  The ratings on the
proposed debt offering assume the proposed transaction closes as
currently planned.

                        Ratings Rationale

The review for possible upgrade for Isle's B3 Corporate Family
Rating, B3 Probability of Default Rating, and Caa2 senior
subordinated note rating considers that the proposed debt offering
will be structured in a manner that: (1) alleviates Moody's
concerns regarding Isle's ability to maintain compliance with its
financial covenants over the longer-term; and (2) provides the
company with a more relaxed debt maturity profile.

The review for possible upgrade also acknowledges Isle's fiscal
third quarter earnings results that benefited from a more stable
operating environment than in previous quarters, along with a
lower cost structure.  As a result, Moody's expects Isle will
achieve and sustain debt/EBITDA of 6 times in the next 18 months,
the target leverage Isle needs to obtain a B2 Corporate Family
Rating.

Assuming the proposed debt offering closes as currently planned,
Moody's expects Isle's Corporate Family, Probability of Default,
and senior subordinated note ratings will each be raised one-
notch.

New ratings assigned:

  -- $325 million senior secured revolver expiring 2013 at Ba3
     (LGD 2, 25%)

  -- $500 million senior secured term loan due 2013 at Ba3 (LGD 2,
     25%)

  -- $300 million senior unsecured notes due 2019 at B3 (LGD 5,
     70%)

Existing ratings placed on review for possible upgrade:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3
  -- 7% senior subordinated notes due 2014 at Caa2 (LGD 6, 90%)

Existing ratings affirmed and to be withdrawn at closing:

  -- $375 million senior secured revolver expiring 2012 at B2 (LGD
     3, 38%)

  -- $875 million senior secured term loan term loan due 2013 at
     B2 (LGD 3, 38%)

Isle owns and operates fifteen casino gaming facilities in the
U.S. The company generates consolidated annual net revenues of
about $1 billion.


ISLE OF CAPRI: S&P Assigns 'B-' Rating to $300 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned St. Louis, Mo.-based
Isle of Capri Casinos Inc.'s proposed $300 million senior notes
due 2019 S&P's issue-level rating of 'B-' (one notch lower than
its 'B' corporate credit rating on the company).  S&P also
assigned this debt a recovery rating of '5', indicating its
expectation of modest (10%-30%) recovery for noteholders in the
event of a payment default.  Proceeds from the proposed notes
issue will be used to repay a portion of the term loan outstanding
under Isle's current credit facility.  As of Jan. 23, 2011, the
outstanding principal of the term loan was $811 million.

In the preliminary offering memorandum for the notes, Isle states
that it is currently in discussions with lenders regarding a new
credit facility to replace its existing credit facility.  The
company expects that the new credit facility, if executed, will
comprise a revolving credit facility of up to $325 million and a
term loan of up to $500 million.

S&P assigned the proposed new credit facility its preliminary
'BB-' issue-level rating (two notches higher than the 'B'
corporate credit rating) with a preliminary recovery rating of
'1', indicating its expectation of very high (90%-100%) recovery
for lenders in the event of a default.

S&P's recovery rating on Isle's existing credit facility is '2'
indicating its expectation of substantial (70%-90%) recovery for
lenders in the event of a default.  The improved recovery
expectation on the planned facilities is attributable to a lower
amount of secured debt expected to be outstanding at default under
the proposed new capital structure.  This reflects the expectation
that the proposed $300 million notes offering will be used to
repay a portion of the existing term loan.  S&P's preliminary
ratings on the credit facilities are subject to its review of
executed documentation.

All outstanding ratings on Isle of Capri, including the 'B'
corporate credit rating, were affirmed.  The rating outlook is
stable.

"S&P's 'B' rating reflects Isle of Capri's highly leveraged
capital structure and vulnerability to competitive pressures
because of the second-tier market position of many of its
properties," said Standard & Poor's credit analyst Melissa Long.
"The company's geographically diverse portfolio, good interest
coverage, and limited near-term maturities partially offset these
factors."

In fiscal 2011 (ending April 30), S&P expects relatively flat
revenue generation and EBITDA growth in the mid- to high-single-
digit percentage area.  S&P has incorporated an expectation for
relatively flat revenue and EBITDA generation in fiscal 2012.
S&P's performance expectations incorporate its view that the
outlook for the U.S. gaming industry in 2011 is relatively stable.
While Standard & Poor's economists currently forecast a modest
3.2% increase in consumer spending, S&P expects this spending to
continue to be weighted toward essential items rather than
discretionary items, such as gaming.  Under its performance
expectations, S&P expects Isle's credit measures to remain in line
with the current rating, including adjusted debt to EBITDA in the
high-6x area and EBITDA coverage of interest at around 2x.

Isle owns and operates 15 gaming facilities in the U.S.


J&J WAREHOUSE: Files for Chapter 11 in Los Angeles
--------------------------------------------------
Baldwin Park, California-based J&J Warehouse Company LLC, formerly
doing business as First Park Place LLC filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 11-18813) in Los Angeles
on March 1, 2011.  The Debtor estimated assets and debts at
$10 million to $50 million.

According to a resolution by members authorizing the bankruptcy
filing, the Company is authorized to take actions, including, but
not be limited to, "employing and compensating counsel and other
professionals (both prior to and after the Company's bankruptcy
filing); seeking Bankruptcy Court approval for the company
to use cash collateral (if necessary) and/or post-bankruptcy
financing; compensating employees; negotiating with creditors,
lenders, vendors and suppliers; commencing litigation as deemed
appropriate to assist the Company with respect to any of the
foregoing; selling some, all or substantially all of the
Company's assets and filing and attempting to confirm a plan of
reorganization."


JACUZZI BRAND: S&P Raises Rating on $170 Mil. Loan to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the issue-
level rating on Jacuzzi Brand Corp.'s $170 million first-lien term
loan and $15 million synthetic letter-of-credit facility due 2014
to 'CCC+' (one notch lower than the corporate credit rating) from
'CCC'.  S&P also revised the recovery rating to '5', indicating
its expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default, from '6'.

The revision reflects higher recovery prospects for lenders due to
smaller expected priority claims on the company's asset-based
lending facilities.

The 'B-' corporate credit rating on Jacuzzi reflects what S&P
considers to be its vulnerable business risk profile and highly
leveraged financial risk profile.  The ratings also reflect the
relatively narrow focus of the company's principal product lines
and currently thin operating margins.  Still, S&P expects
Jacuzzi's credit measures to gradually improve from current levels
given the significant cost reduction and rationalization measures
the company has undertaken over the past several years.

                          Ratings List

                       Jacuzzi Brand Corp.

    Corporate credit rating                     B-/Stable/--

                              Upgrade
                                                To       From
                                                --       ----
    $170 mil first-lien term loan
    $15 mil synthetic loc facility due 2014     CCC+     CCC
      Recovery rating                           5        6


JMS FAMILY: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JMS Family Limited Partnership
        P.O. Box 790890
        San Antonio, TX 78279

Bankruptcy Case No.: 11-50738

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  E-mail: bkingman@kingmanlaw.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 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-50738.pdf

The petition was signed by James M. Stoltz, president of general
partner.


KEY ENERGY: Moody's Rates New Notes at 'B1', Gives Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service rated Key Energy Services, Inc.'s new
notes B1 (LGD 5,72%).  The outlook is stable.

Proceeds from the offering will be used to fund the company's
tender of the existing $400 million notes plus general corporate
purposes.  Moody's will withdraw the ratings of the existing notes
upon closing of the tender.

                        Ratings Rationale

"Key's Ba3 Corporate Family Rating considers the company's
position as the leading well-services provider in North America,"
said Ken Austin, Moody's Vice President.  "This position enables
the company to be well diversified in terms of its presence in
many active oil and gas basins, which in turn results in a solid
base of earnings and cash flows."

The Ba3 CFR also considers the volatility of the oilfield services
business.  Despite the company having the largest well-services
fleet in North America, the business has seen increased volatility
as many exploration and production companies have focused their
spending on the drilling of new shale plays while delaying
workover activities.

The stable outlook reflects Moody's expectation that the overall
positive momentum in the oilfield services translates into
increased demand for Key's products and services and keeps its
leverage on an improving trend.

However, the ratings could be negatively pressured if Key's
Debt/EBTIDA is over 4.0x on a sustained basis, or if the company
completes large debt funded acquisitions in new product lines or
geographic locations.  Conversely, a positive outlook or rating
upgrade would be considered if Key's leverage improves and remains
around 2.0x while it continues to grow and diversify its earnings
and cash flows through its coiled tubing business as well as its
international operations.

The last rating action for Key Energy Services was on November 5,
2007, when Moody's assigned ratings to the company's notes
offering.


KEY ENERGY: S&P Assigns 'BB-' Rating to Senior Unsec. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating (same as the corporate credit rating) to Key
Energy Services Inc.'s proposed $450 million senior notes due
2021.  The recovery rating on the notes is '4', indicating S&P's
expectation for average recovery (30% to 50%) in the event of a
payment default.

At the same time, S&P revised the recovery rating on Key Energy
Services' existing $425 million senior unsecured notes to '4' from
'3', indicating S&P's expectation for average recovery (30% to
50%) in the event of a payment default.  The 'BB-' issue rating on
these notes remains unchanged.

The lower recovery rating reflects both the pending expansion of
its secured credit facility to $400 million from $300 million, as
well as the incremental unsecured debt resulting from the note
offering.

Key plans to use the proceeds from the notes to help fund the
previously announced repurchase of its $425 million senior notes
due 2014.

The rating on Houston-based Key Energy Services Inc. reflects its
high debt leverage and expectations for continued improvement in
industry conditions in 2011.  Ratings also encompass Key's limited
business diversity and an aggressive growth strategy based on
acquisitions.  Factors that support ratings include Key's good
liquidity, a greater exposure to crude oil well maintenance
business, and its strong market share position in most workover
rig markets.

The stable outlook reflects improving industry condition and solid
liquidity, which should support Key's credit quality over the next
12 to 18 months.  S&P could lower ratings if adjusted debt
leverage exceeds 4.5x without a near-term deleveraging plan.  A
ratings upgrade is currently unlikely over the next 12 months
given S&P's uncertainty about the sustainability of current U.S.
drilling levels and the impact on Key's markets.

                          Ratings List

                    Key Energy Services, Inc.

    Corporate Credit Rating                   BB-/Stable/--

                           New Rating

                     Senior unsecured rating

          Proposed $450 mil sr nts due 2021        BB-
            Recovery rating                        4

            Rating Affirmed; Recovery Rating Revised

                                               To          From
                                               --          ----
     $425 mil sr unsecd nts                    BB-         BB-
       Recovery rating                         4           3


LEGAL IGAMING: Files For Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Legal iGaming, Inc., filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 11-12771) on Feb. 28, 2011.

Steve Green at the Las Vegas Sun notes that the Debtor disclosed
assets of $2.6 million including server-based slot machine patents
it values at $2.5 million.  Liabilities were listed as totaling
more than $187,000 including nearly $78,000 in legal fees owed to
Las Vegas law firms Lionel, Sawyer & Collins and Sklar Williams.

The Las Vegas Sun reports the Company filed for bankruptcy after
accumulating millions of dollars in losses and engaging in
litigation with shareholders and others.

The Company lost about $566,000 in 2009 and another $2.6 million
in 2010.

The Las Vegas Sun discloses that in the first of two active
lawsuits, Legal iGaming sued Sarah Fisher and others in Clark
County District Court in July 2009, charging that Michael
Saunders, while CEO of Legal iGaming, wrongly issued 1 million
shares of company stock to Fisher at times he was romantically
involved with her.  The suit said Fisher did nothing of value to
earn the shares.  Ms. Fisher disputed the allegations and in a
counterclaim said she had been working with Legal iGaming,
Saunders and others since 2002 on various projects to benefit
Legal iGaming and that Legal iGaming had agreed to compensate her
in stock.

In the second suit, filed in the same court in December 2009,
Legal iGaming, the report relates, sued Chester Wright III -- a
shareholder, director and officer of the company -- Robert
Graziano, Newcastle Group Inc. and Richard Reining.  The suit
claimed the defendants were involved in a "stock fraud scheme" to
"divert potential investors from investing in Legal iGaming
directly" and to instead have investors buy shares held by Wright
and Graziano.  In denying these allegations, attorneys for the
defendants said plans by Wright and Graziano to sell their sales
had been disclosed to Legal iGaming and that Legal iGaming had not
objected, says Mr. Green.

The bankruptcy filing, the Las Vegas Sun notes, lists a disputed
$30,000 debt claimed by former director Wendy Yurgo to cover her
lawsuit defense costs.  Yurgo was named as a defendant in a
counterclaim filed by Wright.  Attorneys for Wright said that at
times she was either the general outside counsel for Legal
iGaming, a director or an officer of Legal iGaming.  Attorneys for
Yurgo have denied the allegations in Wright's counterclaim that
Legal iGaming has refused to provide severance payments as
promised when he left the company.

The bankruptcy filing indicates Legal iGaming is owned by scores
of individual shareholders around the country, with the largest
shareholders being Rolf Carlson in Albuquerque holding 23 percent
of the company and Michael Saunders of Henderson -- apparently the
former CEO -- with a 25% stake.


LEGAL IGAMING: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Legal iGaming, Inc.
        c/o Sklar Williams
        8363 West Sunset Road, Suite 300
        Las Vegas, NV 89113

Bankruptcy Case No.: 11-12771

Chapter 11 Petition Date: February 28, 2011

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

Judge: Bruce T. Beesley

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Suite 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

Scheduled Assets: $2,622,876

Scheduled Debts: $187,348

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-12771.pdf

The petition was signed by Wayne Krygier, president, treasurer,
secretary, director.


LEHMAN BROTHERS: Amends Transition Services Pact With Barclays
--------------------------------------------------------------
Barclays Capital Inc. entered into a deal to amend its transition
services agreement dated September 22, 2008, with Lehman Brothers
Holdings Inc. and a similar agreement dated December 23, 2009,
with Lehman Brothers Inc.'s trustee.

The amendment calls for the establishment of a protocol governing
access to records and availability of services provided by
certain personnel pursuant to an asset purchase agreement dated
September 16, 2008, in the periods following expiration of the
transition services agreements.

The deal is formalized in a six-page stipulation, a full-text
copy of which is available at:

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

Barclays and LBHI also inked another stipulation to amend their
2008 transition services agreement to extend the provision by the
U.K. bank of certain services pursuant to the terms of a letter
amendment dated February 23, 2011.

Full-text copies of the stipulation and the letter are available
at:

  http://bankrupt.com/misc/LBHI_StipTSAServicesExtension.pdf
  http://bankrupt.com/misc/LBHI_TSAServExtAmendment.pdf

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Ex-Employee Wants to Pursue Counter-Claim
----------------------------------------------------------
A former Lehman Brothers Holding Inc. employee has sought a court
ruling determining that the automatic stay does not prevent him
from prosecuting his counter-claim against LBHI.

Phillip Walsh was formerly employed in LBHI's brokerage firm.  He
was allegedly summarily terminated after the brokerage firm was
put under liquidation in September 2008.

Mr. Walsh filed a counter-claim against LBHI in response to an
arbitration case the company brought against him before the
Financial Industry Regulatory Authority.  He asserts in the FINRA
arbitration counter-claims against LBHI for allegedly concealing
its financial status in the months leading up to its bankruptcy
filing.

Willard Knox, Esq., at Paduano & Weintraub LLP, in New York, says
Mr. Walsh lost many of its clients as a result of LBHI's
bankruptcy and failure to disclose its true financial condition.

According to Mr. Knox, all of Mr. Walsh's clients who owned
Lehman notes and maintained prime brokerage accounts lost all
their money.

"Some of Walsh's largest clients had invested in different Lehman
Private Equity Partnerships that were negatively affected by the
bankruptcy," Mr. Knox says in court papers.

The Court will hold a hearing on March 23, 2011, to consider
approval of the request.  The deadline for filing objections is
March 16, 2011.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Merit, et al., Have Until June 15 to File Plan
---------------------------------------------------------------
Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC obtained
a court order allowing them to file their Chapter 11 plans until
June 15, 2011, and solicit votes until August 15, 2011.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

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

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

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

                 International Operations Collapse

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

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

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


LEVEL 3: Moody's Rates New $500 Mil. Senior Notes at 'Caa1'
-----------------------------------------------------------
Moody's Investors Service rated Level 3 Financing, Inc.'s
(Financing) new $500 million senior unsecured 8-year notes Caa1.
Financing is a wholly-owned subsidiary of Level 3 Communications,
Inc.  Level 3 has a Caa1 corporate family rating, a Caa1
probability of default rating, an SGL-1 speculative grade
liquidity rating (indicating very good liquidity), and a stable
ratings outlook.  Together with cash on hand, proceeds from the
new issue will be used to redeem a portion of Financing's
$1.25 billion 9.25% Senior Notes due 2014.  The transaction is
positive as it extends Level 3's consolidated weighted average
term to maturity, however, the company's consolidated credit
profile is substantially unaffected.  Accordingly, Level 3's
ratings and outlook remain unchanged and the new notes are rated
at the same Caa1 level as the notes being replaced.

This summarizes the rating actions and Level 3's ratings:

Rating and Outlook Actions:

Issuer: Level 3 Financing, Inc.

  -- Senior Unsecured Regular Bond/Debenture Assigned Caa1 (LGD4,
     55%)

  -- Senior Secured Bank Credit Facility, Unchanged at B1 (LGD1,
     8%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1
     with the LGD Assessment revised to LGD4, 55% from LGD4, 53%

Issuer: Level 3 Communications, Inc.

  -- Corporate Family Rating, Unchanged at Caa1
  -- Probability of Default Rating, Unchanged at Caa1
  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

Outlook Unchanged at Stable

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa3
     with the LGD Assessment revised to LGD5, 89% from LGD5, 88%

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Unchanged at
     Caa3 with the LGD Assessment revised to LGD5,89% from LGD5,
     88%

                        Ratings Rationale

Level 3's corporate family and probability of default ratings are
Caa1 and the rating outlook is stable.  The primary ratings
influence continues to stem from concerns that the company's
capital structure is not sustainable over the long term.  While
Level 3 has a fundamentally sound business proposition, being well
positioned as a network infrastructure provider to benefit from
expanding bandwidth demand and the conversion of telephony to IP-
based capacity, Moody's are concerned that the company will not
consistently be able to generate enough cash flow to cover both
capital expenditures and interest expense and have any surplus
with which to reduce its debt load.  With approximately
$3.7 billion of annual revenue and +/- 25% EBITDA margins, EBITDA
would be $925 million.  With cash interest of some $535 million,
a significant +/- 57% of the EBITDA stream, there is but
$390 million, or about 11% of revenue, remaining to allocate
towards capital expenditures.  Moody's think this is likely to be
somewhat less than optimal capital spending and, irrespective,
there is no surplus with which to amortize debt.  And with some
$887 million of deferred revenue on its balance sheet, Level 3 has
to continually replenish the deferred revenue run-off in order
that the non-cash component of revenue and EBITDA does not further
augment potential cash flow deficits.  It is clear that the
viability of Level 3's capital structure depends on top-line
growth and margin expansion.  In the context of relatively low
general economic growth and with significant competition, it is
not clear Moody's can expect more than moderate cash flow growth
for the next year or two.  This is quite important given pending
refinance activity related to 2014 maturities.  Notwithstanding,
Level 3 has consistently demonstrated access to the capital
markets, maintains relatively large cash balances that generally
provide adequate forward cover for +/- 18 months of operations.
The resulting solid liquidity position provides support for the
rating and allows the outlook to be positioned as stable.

                          Rating Outlook

Given expectations for low growth, Moody's does not expect a
dramatic improvement in the company's risk profile.  Reciprocally,
downside risk is mitigated by the company's very good liquidity
position.  Given this background, Level 3's ratings outlook is
stable.

                What Could Change the Rating -- Up

As recessionary conditions abate and market conditions normalize,
upon it appearing that the company can be cash flow self-
sufficient on a sustainable basis, positive ratings and outlook
actions are probable; Debt/EBITDA of less than 7x would be a
reasonable indication of same.

               What Could Change the Rating -- Down

Adverse liquidity developments or significant debt-financed
acquisition activity are the most likely catalysts of potential
negative ratings activity.

                        Corporate Profile

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.


LEVEL 3: S&P Assigns 'CCC' Rating to $300 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
issue-level rating and '6' recovery rating to Level 3 Financing
Inc.'s proposed $300 million of senior unsecured notes due 2019.
Level 3 Financing is a subsidiary of Broomfield, Colo.-based Level
3 Communications Inc.

The company intends to use the proceeds from the new notes to pay
down a portion of its 9.25% senior notes due 2014.  Pro forma for
the transaction, this facilities-based provider of communications
services and transport will have about $6.5 billion of
consolidated debt.

Other ratings, including the 'B-' corporate credit rating and the
stable outlook, remain unchanged.

                          Ratings List

                    Level 3 Communications Inc.

          Corporate Credit Rating          B-/Stable/--

                            New Ratings

                       Level 3 Financing Inc.

                         Senior Unsecured

               $300 mil notes due 2019         CCC
                Recovery Rating                6


MA-BBO FIVE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: MA-BBO Five, LP
        13455 Noel Road, 23rd Floor
        Dallas, TX 75240

Bankruptcy Case No.: 11-40644

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by John Marlin, manager of MA-BBO Five
Holdings,LLC.


MAGIC BRANDS: Sales Sizzle as Industry Rebounds From Downturn
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Chris Pappas, the chief
executive of Texas cafeteria chain Luby's Inc., said Luby's
quickly joined the line of bidders eager to gobble up the
Fuddruckers' burger chain.  "We felt very comfortable with the
brand and its acceptance across the country," DBR quotes Mr.
Pappas, whose company's $61 million offer beat out rival bidder
Tavistock Ventures Inc. at a nine-hour auction last June.  "At the
end of the day, we felt like what we were buying was valuable," he
added.

The report notes that the fight for Fuddruckers Inc, which saw a
strategic buyer and a private equity firm battle it out for a
brand they both believed in, is representative of duels playing
out across the restaurant world.

                        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.


MBIA INC: U.S. Appeals Court Reinstates Shareholder Lawsuit
-----------------------------------------------------------
American Bankruptcy Institute reports that a U.S. Appeals Court
ruled on Monday that MBIA Inc. must face a shareholder lawsuit
that accuses the bond insurer of misleading investors about a 1998
transaction.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.


MDG CAPITAL: Dispute with Regions Bank Led to Chapter 11 Filing
---------------------------------------------------------------
As reported in yesterday's Troubled Company Reporter, MDG Capital
Corporation and its affiliates have sought bankruptcy protection
under Chapter 11.

Naples Daily News reports that MDG Capital has had its share of
financial woes in recent years.  In 2005, MDG was planning to
build Fountain Lakes, an affordable housing project in eastern
Collier County.  The complex was to house police officers,
firefighters, nurses and teachers at time when home prices were
sky-high in Collier County  But the project suffered setbacks and,
in September, the land where Fountain Lakes was to be built headed
to a foreclosure auction.

According to Naples Daily News, the bankruptcy involves five
projects -- all financed by Regions Bank.  But there are separate
filings.

The report notes that MDG sued the bank for $30 million in a civil
case in Collier County that involves a housing project known as
Fountain Lakes, which was never built.  In the lawsuit, the
developer alleges Regions Bank never came through with its
promised financing for construction, ignoring a commitment letter
it signed with MDG.

Regions, according to Daily News, has filed to foreclose on other
MDG projects that it financed, including Arrowhead Reserve at Lake
Trafford, a workforce housing project in Immokalee, and The
Promenade West, a single-family gated community at The Forum in
Fort Myers.

An emergency hearing about coordinating the administration of
MDG's related Chapter 11 cases is scheduled for Thursday in the
U.S. Bankruptcy Court in Fort Myers, Florida.

                       About MDG Capital

MDG Capital Corporation and its affiliates filed for Chapter 11
protection (Bankr. M.D. Fla. Lead Case No. 11-3481) in Fort Myers,
Florida, on Feb. 28, 2011.

The Debtor estimated assets and debts of $1,000,001 to $10,000,000
as of the Chapter 11 filing.

The Debtors have offices in Maryland, West Virginia, and Florida.
In addition to their commercial development, the Debtors have
developed and own over 1 million square feet of commercial
properties including office buildings, shopping centers, strip
centers, and hotels.  The Debtors also have experience in the
acquisition, permitting, and construction of residential planned
communities as well as marinas.  The Debtors develop residential
communities and have relationships with many local, regional, and
national builders.  The Debtors currently have three residential
communities in various stages of zoning entitlement or development
totaling nearly 2,000 lots.

The Debtor is represented by:

                  Daniel R. Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: dfogarty.ecf@srbp.com


MESA AIR: Entities File Notice to Transfer Claims
-------------------------------------------------
Several entities notified the Bankruptcy Court of their intentions
to sell, trade or otherwise transfer claims against Mesa Air Group
and its affiliates:

(1) Sellers

The Sellers currently beneficially own claims against the
Debtors, which were allowed in certain amounts pursuant to a
Settlement and Agreement among the Debtors and General Electric
Capital Corporation, Aircraft Services Corp., Polaris Holding
Company, AFS Investments XLII LLC, Wells Fargo Bank Northwest,
N.A., and Wells Fargo Bank, N.A., regarding the settlement and
allowance of the Tax Indemnity Agreement, General Indemnity
Agreement, and Stipulated Indemnity Loss Claims, so ordered on
January 28, 2011.  The Sellers are:

  (a) General Electric Capital Corporation, in its capacity as
      Owner Participant;

  (b) Aircraft Services Corp., in its capacity as Owner
      Participant;

  (c) Polaris Holding Company, in its capacity as Owner
      Participant; and

  (d) Wells Fargo Bank Northwest, N.A., in its capacity as Owner
      Trustee.

On February 5, 2010, GE filed a Notice of Status as Substantial
Claimholder.

The Claims -- each against Mesa Air Group, Inc. and Mesa
Airlines, Inc. -- aggregating $81,324,016 that the Sellers intend
to sell, trade or otherwise transfer are:

              Claim No.            Amount
              ---------            ------
                 694            $11,045,391
                 695              9,957,914
                 696              3,128,365
                 697              3,915,762
                 743             12,614,574

If the proposed transfer is permitted to occur, the Sellers will
no longer beneficially own any claims against the Debtors after
the transfer.  However, certain affiliates of the Sellers will
continue to beneficially own claims against the Debtors after the
transfer.

Sellers' Affiliate                  Claim No.         Amount
------------------                  ---------         ------
GE Engine Lease Holdings, Inc.         698           $24,500
                                        699           $24,500
NAS Investments 75, Inc.               704           $63,790

(2) CRAFT

Canadian Regional Aircraft Finance Transaction Limited No. 1 also
notified the Court in a separate filing of its intention to cause
the relevant trustee under a certain Trust Indenture to sell,
trade or otherwise transfer the general unsecured claim that the
Trustee holds against Mesa Air Group, Inc. for the benefit of
CRAFT.

Claim No. 1093 has been allowed for $92,601,383 pursuant to the
Court's January 19, 2011 Order approving the Settlement and
Agreement among the Debtors and U.S. Bank National Association,
Manufacturers and Traders Trust Company, and CRAFT regarding the
settlement and allowance of rejection and abandonment claims and
administrative expense claims.

The Trustee is not transferring or assigning any of its rights or
interests in that certain US Bank Security Deposit.

Pursuant to the proposed transfer, the Trustee will sell, trade
or otherwise transfer Claim No. 1093.  If the proposed transfer
if permitted to occur, CRAFT will beneficially own claims against
the Debtors in the aggregate principal amount of $0 after the
transfer.

(3) U.S. Bank

U.S. Bank National Association, in its capacity as security
trustee for Agencia Especial de Financiamento Industrial-Finame,
proposes to sell, trade or otherwise transfer these allowed
general unsecured claims, in the aggregate principal amount of
$74,782,216 to Momar Corp.:

  (a) Claim Nos. 1543, 1529, and 1548, allowed for $37,391,108,
      against Mesa Air Group, Inc.; and

  (b) Claim Nos. 1579, 1565, and 1584, allowed for $37,391,108,
      against Mesa Airlines, Inc.

Momar also provides notice of its intention to purchase, acquire
or otherwise accumulate U.S. Bank's General Unsecured Claims
pursuant to the proposed transfer.  Momar currently beneficially
owns claims against the Debtors in the aggregate principal amount
of $0.  Once the proposed transfer is permitted to occur, Momar
will beneficially own claims against the Debtors in the aggregate
principal amount of $74,782,216.

               Claim Transfers for February

On Feb. 16 and 23, 2011, the Bankruptcy Clerk recorded the
transfer these additional claims:

                                         Claim       Amount
Transferor           Transferee          Number    Transferred
----------           ----------          ------    -----------
IBNK Leasing Corp.   Corre Opportunities  1345,     $5,700,019
                     Fund, LP              1346

U.S. Bank National   Riva Ridge Master     1093    $92,601,383
Association          Fund, Ltd.

                      About Mesa Air Group

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Seaport V, et al., & Riva Ridge Purchase More Claims
--------------------------------------------------------------
In separate filings, (i) Seaport V LLC, the Seaport Group Profit
Sharing Plan, and Armory Master Fund, Ltd., and (ii) Riva Ridge
Master Fund, Ltd., notified the Bankruptcy Court of their
intention to purchase, acquire or otherwise accumulate claims
against the Debtors.

Each Seaport Buyer's assigned portion of the proposed transfer is
33-1/3%, provided that the Seaport Buyers will be deemed as a
group for purposes of acquiring the Claims or any subsequent
transfer of the Claims.

The Claims -- against each of Mesa Air Group, Inc. and Mesa
Airlines, Inc. -- the Seaport Buyers propose to purchase, acquire
or otherwise accumulate are:

              Claim No.            Amount
              ---------            ------
                 694            $11,045,391
                 695              9,957,914
                 696              3,128,365
                 697              3,915,762
                 743             12,614,574

The total allowed amount of the Claims that the Seaport Buyers
propose to purchase, acquire or otherwise accumulate is
$81,324,016, of which the assigned portion of each Buyer is
$27,108,005.

Riva Ridge proposes to purchase, acquire or otherwise accumulate
Claim No. 1093 against Mesa Air Group, Inc. in the aggregate
principal amount of $92,601,383.

If the proposed transfers are permitted to occur, (i) the Seaport
Buyers will collectively beneficially own claims against the
Debtors in the aggregate allowed amount of $96,953,500, and
(ii) Riva Ridge will beneficially own Claim No. 1093 in the
aggregate principal amount of $92,601,383 after the transfer.

                      About Mesa Air Group

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Wins Approval of Fokker Settlement Agreement
------------------------------------------------------
Judge Martin Glenn approved the settlement agreement and mutual
release between Mesa Airlines, Inc., and Fokker Services, Inc.

Prepetition, Mesa Airlines, Inc., and Fokker entered into a
certain Aircraft Parts Consignment Access and Component
Maintenance Agreement, dated November 2008, as amended and
supplemented, regarding inventory and repair services for Mesa
Airlines' fleet of Bombardier DHC8-200 aircraft.

Fokker filed a contingent, non-priority general unsecured proof
of claim, Claim No. 739, for $4,291,154 with respect to amounts
outstanding under the Parts and Services Agreement.

The salient terms of the settlement include:

  (a) Mesa Airlines agrees to assume, pursuant to Sections
      365(a) and 1123(b)(2) of the Bankruptcy Code, the Parts
      and Services Agreement, as modified by the terms set forth
      in a certain January 2011 Letter Agreement, in connection
      with the confirmation of the Debtors' Plan of
      Reorganization, and Fokker will consent to the assumption.
      The effectiveness of Mesa Airlines' assumption of the
      Parts and Services Agreement will be subject to the terms
      and conditions of the Plan and its Effective Date.

  (b) The prepetition amounts outstanding under the Parts and
      Services Agreement is $4,291,154.

      Mesa Airlines and Fokker agree to liquidate, cure, and
      allow Claim No. 739.  Mesa Airlines will cure the
      $4,291,154 claim by (1) paying Fokker $100,000 in cash
      -- Cure Claim; (2) providing Fokker with an allowed non-
      priority general unsecured claim of $4,191,154 against
      Mesa Airlines, which claim will be classified as Class
      3(e) under the Plan -- General Unsecured Claim; and
      (3) Mesa Airlines will convey to Fokker certain surplus
      inventory owned by Mesa Airlines having a book value of
      $500,000 -- Surplus Inventory.

      Fokker acknowledges and agrees that the consideration
      identified herein will cure any and all defaults under the
      Parts and Services Agreement and satisfy the requirements
      under Section 365(b)(1) of the Bankruptcy Code.  The
      agreed upon Cure Claim, General Unsecured Claim, the
      Surplus Inventory, and treatment therefore will be
      identified in the Plan Supplement.

  (c) Within 14 days after execution of the Settlement
      Agreement, Fokker will amend Claim No. 739 to reflect the
      terms of the General Unsecured Claim by reducing the
      amount to reflect $4,191,154.

  (d) Mesa Airlines' payment of the Cure Claim, General
      Unsecured Claim, and Surplus Inventory will be in full and
      final satisfaction of Claim No. 739 and the claim
      amendment.

The parties also agree that each is responsible for its own
attorney fees, costs, and expenses with respect to the Settlement
Agreement and the claims and defenses.

                      About Mesa Air Group

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MK NETWORK: Asks for Court's Permission to Use Cash Collateral
--------------------------------------------------------------
MK Network, LLC, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to use cash collateral
until March 26, 2011.

The Debtors' liabilities include a secured credit facility in
the approximate aggregate amount of $15,972,642.92 evidenced by a
Credit Agreement among the Debtors and Fifth Street Finance
Corporation dated as of Dec. 1, 2008, as amended on various dates.
The Debtors' liabilities include a secured credit facility in the
approximate aggregate amount of $4,844,534.77 evidenced by a
Credit Agreement among the Debtors and Fifth Street Mezzanine
Partners II, L.P., dated as of Jan. 1, 2007, as amended on various
dates.

S. Jason Teele, Esq., at Lowenstein Sandler PC, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant Fifth Street replacement liens, solely to the extent of any
diminution in value of their prepetition collateral.

              About MK Network & Meridian Behavioral

MK Network, LLC, and Meridian Behavioral Health Network LLC, along
with a number of related entities, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10859).

MK Network, LLC and its related affiliates provide medical
communication services and assist pharmaceutical and biotechnology
brand teams with educating healthcare professionals on the
features, benefits and appropriate prescribing of drugs.  It
collectively employs 47 persons and has a monthly payroll of
$270,000.

Meridian Behavioral Health Network LLC and its subsidiaries own
largest for-profit behavioral healthcare company in Minnesota.
It collectively employs approximately 220 persons and have a
monthly payroll of approximately $700,000.

The MK Network Debtors are MK Network, LLC and its subsidiaries:
MedKnowledge Group, LLC; TCL Institute LLC; Insight Interactive
Network LLC; MedKnowledge Communications LLC; InteliMed
Communications LLC; MK Global Communications LLC; PharMediCom LLC;
MES Communications LLC; Center for Health Care Education LLC;
Medfinance LLC; Chester Education Group LLC; and, The Center for
Medical Knowledge LLC.

The Meridian Debtors are Meridian Behavioral Health LLC and its
subsidiaries: Avalon Programs LLC; Alliance Clinic LLC; Cedar
Ridge Treatment Center LLC; Meadow Creek LLC; Odyssey Programs
LLC; Tapestry Treatment Center LLC; and, Twin Town Treatment
Center LLC.

Samuel Jason Teele, Esq., at Lowenstein Sandler, P.C., serves as
the Debtors' bankruptcy counsel.

Meridian and its subsidiaries had total assets of $13,932,174 and
total liabilities of $12,379,110 as of Dec. 31, 2010.

MK Network had consolidated assets of $27,334,969 and $29,447,953
as of Dec. 31, 2010.


NEBRASKA BOOK: Said to Weigh Bankruptcy as Maturities Loom
----------------------------------------------------------
Nebraska Book Co. hired advisers to help restructure its debt and
prepare for a possible bankruptcy filing, Jonathan Keehner and
Jeffrey McCracken at Bloomberg News reported, citing people
familiar with the talks.

According to the report, the people said that Rothschild and
Kirkland & Ellis LLP are advising the company.  While a filing
isn't imminent, Nebraska Book may seek bankruptcy protection if
it's unable to reach agreement with creditors, the people said.

Nebraska Book has about $450 million of loans and bonds coming due
by the end of 2012, including $200 million of 10% notes maturing
December 2011, according to data compiled by Bloomberg.  The
retailer may not to be able to refinance due to its "highly
leveraged capital structure," according to a filing with the
Securities and Exchange Commission.

"We have long-standing relationships with our investment bankers
and advisors and continue to seek their counsel as we move through
our refinancing efforts," said Alan Siemek, Nebraska Book's chief
financial officer.

Goldman Sachs Group Inc. and Cerberus Capital Management LP, which
bought Nebraska Book's senior subordinated notes at distressed
prices, are now two of the company's largest creditors and are
leading its restructuring talks, according to the people. The
firms may gain control of the Lincoln, Nebraska-based company if
it reorganizes, the people said.

                       About Nebraska Book

Nebraska Book Company, Inc. is a wholly owned subsidiary of NBC
Acquisition Corp.  It is owned by private-equity firm Weston
Presidio.  NBC sells or rents a variety of new and used textbooks
and sells general merchandise, such as apparel, general books,
sundries and gift items, through its chain of bookstores on or
adjacent to college campuses.  It also engages in these activities
on the Internet through hundreds of Web sites operated by it, as
well as numerous third-party Web sites.

NBC Acquisition Corp. is a wholesale distributor of used college
textbooks in North America, offering over 105,000 textbook titles
and selling over 6.3 million books annually, primarily to
bookstores serving campuses located in the United States.

NBC Acquisition's balance sheet at Dec. 31, 2010 showed
$657.79 million in assets and $624.51 million in liabilities.

                           *     *     *

Moody's Investors Service cut the probability of default grade for
the company's parent, NBC Acquisition Corp. one grade to Caa2 on
Feb. 17, citing upcoming debt maturities and online competition in
textbooks.  "Substantially all debt" of Nebraska Book matures
before March 15, 2012, Moody's said in the report. "The developing
outlook reflects the uncertainty around NBC's ability to execute
a refinancing plan in the very near term."



PAIR-A-DICE: Suit From Union Bank Prompted Bankruptcy Filing
------------------------------------------------------------
The Las Vegas Sun reports that Pair-A-Dice Mobile Home Park LLC at
2067 Las Vegas Blvd. N. in North Las Vegas, near Lake Mead
Boulevard, filed for Chapter 11 reorganization after it was sued
by Union Bank of California.  Union Bank, which holds a
$3.25 million deed against the property, alleged breach of
contract.

Based in Nevada, Pair-A-Dice Mobile Home Park LLC filed for
Chapter 11 bankruptcy protection on Feb. 25, 2011 (Bankr. D. Nev.
Case No. 11-12534).  Judge Linda B. Riegle presides over the case.
David Mincin, Esq., at Law Offices of Richard McKnight P.C.,
represents the Debtor.  The Debtor disclosed $3,533,208 in assets,
and $3,276,514 in debts.


PARADISE PARK: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paradise Park, Inc.
        3310 Harlan Lewis Rd.
        Bellevue, NE 68005

Bankruptcy Case No.: 11-80449

Chapter 11 Petition Date: February 28, 2011

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

Debtor's Counsel: Douglas E. Quinn, Esq.
                  MCGRATH, NORTH, MULLIN & KRATZ, P.C.
                  Suite 3700 First National Tower
                  1601 Dodge Street
                  Omaha, NE 68102-1637
                  Tel: (402) 341-3070
                  Fax: (402) 341-0216
                  E-mail: dquinn@mnmk.com

Scheduled Assets: $6,189,525

Scheduled Debts: $4,618,611

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb11-80449.pdf

The petition was signed by Howard L. Helm.


PAWNSHOP MANAGEMENT: Southern Pawn Files for Chapter 11
-------------------------------------------------------
Pawnshop Management Company, LLC, and Pawnshop Operating Company,
LLC (Bankr. N.D. Tex. Case Nos. 11-41326 and 11-41327).

MPC and POC have five retail and service locations in Florida
doing business as Southern Pawn.

PMC and POC assist the non-banking public, individuals preferring
or required to sue cash and or money orders to manage their
financial affairs, by providing short-term secured loans and
selling pre-owned merchandise.  To that end, PMC and POC regularly
hold merchandise deposited by clients in accordance with state
regulations.  PMC is primarily responsible for the managerial
aspects of Southern Pawn while POC focuses on the operational
activities of the business.  The Debtors have filed a motion to
use available cash deposits an7d income generated from
postpetition operations, against which the secured creditors
assert liens, to fund ongoing expenses of operation.

At the height of operations, PMC and POC owned and operated
16 stores, the reduction of which was accomplished by sales of
selected locations.

Financing for PMC and POC was fulfilled, in part, through the
issuance of bonds by wholly owned subsidiaries of PMC.  The
principal amount raised was approximately $29 million.

On the Petition Date, PMC and POC had a $66,222 balance of
operating funds on hand.

The Debtors have filed a request to access cash collateral.  They
propose to use the deposits which were on hand on the Petition
Date, together with money received from operations, to fund
postpetition operations.

The budget from March 2, 2011 and ending Sept. 2, 2011 projects
that the Debtor will have gross profit of $1,055,000 from
operations.  Expenses for the period are expected to total
$957,779.


PERPETUAL ENERGY: Moody's Assigns 'B3' Senior Unsecured Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 senior unsecured rating to
Perpetual Energy Inc.'s proposed offering of C$200 million senior
unsecured notes.  Moody's also assigned a Corporate Family Rating
of B3 and a Probability of Default Rating of B3, and a Speculative
Liquidity Rating of SGL3.  The rating outlook is negative.  The
proceeds of the offering will be used to repay revolver
borrowings.  This is the first time that Moody's has rated
Perpetual Energy.

Assignments:

Issuer: Perpetual Energy

  -- Probability of Default Rating, Assigned B3

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- Corporate Family Rating, Assigned B3

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3 LGD3,
     46%

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3 LGD3,
     46%

                         Rating Rationale

The 'B3' CFR reflects Perpetual's sizeable production platform,
reasonable leverage on production, and diversification through
2,000 producing wells and 1,200 wells needing completion only.
The rating also favorably considers Perpetual's Warwick Gas
Storage facility and its potential to provide up to 25 Bcf of
working gas capacity.  At the same time, the rating considers that
95% of Perpetual's production is comprised of gas in a weak gas
environment, full cycle costs that exceed the current gas price, a
short PD reserve life and high leverage on reserves.  The negative
outlook reflects Perpetual's currently high dividend and low gas
prices, which in combination with a reduced, but still significant
capex program, would leave the company in a negative free cash
flow position in 2011.

The ratings could be subject to downgrade if it appears that
Perpetual's 2011 negative free cash flow after capex and dividends
will strain the company's liquidity, or if adjusted debt to
production rises to the range of $21,000 to $22,000 per barrel of
oil equivalent.  A change in outlook to stable is unlikely absent
higher gas prices.  Over the longer term an increase in rating
could be possible if exploration and production debt to proved
developed reserves improves to the $11 to $12 range and the
company is able to replace reserves while generating positive free
cash flow through some combination of higher gas prices, improved
finding and development costs and/or a reduction in dividends.

The SGL3 Speculative Grade Liquidity Rating reflects adequate
liquidity.  At closing of the notes Moody's expect that Perpetual
will have C$50 million to C$60 million outstanding under its
C$210 million borrowing base revolver, an amount that is likely to
grow to the range of C$70 million by the end of the first quarter
when the company completes it C$50 million first quarter capex
program.  Beyond the first quarter Moody's believe that Perpetual
will continue to generate negative free cash flow in 2011, absent
a reduction in dividends and capex.  Additionally, the company has
a C$75 million debt maturity on June 30, 2012.  About C$75 million
of the revolver will be restricted by this maturity, reducing
availability at March 31, 2011 to about C$65 million.  Perpetual
has two financial covenants under its revolver, total debt to
EBITDA of 4:1 and senior debt to EBITDA of 3:1.  Compliance with
both covenants should be achievable through 2011.  Perpetual's
assets are pledged to the revolver lenders, but represent a source
of possible alternate liquidity given the company's portfolio of
non-producing development properties.

The notes are rated at the B3 CFR due to the substantial amount of
lower ranking subordinated debt in the capital structure, which
offsets the prior ranking secured revolver.  This notching should
remain in place even if the 7% subordinated debentures maturing
June 30, 2012, are refinanced entirely under by drawings under the
secured revolver.  This notching is in accordance with Moody's
Loss Given Default Methodology.

Perpetual Energy Inc. is Calgary, Alberta based exploration and
production company, with a natural gas focus in Alberta, Canada.


PERPETUAL ENERGY: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Calgary, Alta.-based Perpetual
Energy Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' issue-
level rating and '5' recovery rating to the company's proposed
C$150 million senior unsecured notes due 2018.  The '5' recovery
rating indicates Standard & Poor's expectation for modest (10%-
30%) recovery in the event of default.  If the proposed notes
offering is upsized, then Standard & Poor's will lower the issue
rating on the notes to 'CCC+' and revise the recovery rating
downward to '6'.  The company also plans to decrease its
C$300 million secured credit facility, which S&P does not rate, to
C$250 million.  Perpetual plans to use the proceeds to pay down
the amount outstanding on its secured credit facility.

"The ratings on Perpetual reflect what S&P views as the company's
limited and small reserve base, low production, very short reserve
life, meaningful exposure to low natural gas prices, and concerns
about the winding down of a relatively high-priced hedge
position," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  "In addition, S&P base the ratings on the company's
operations in a highly cyclical, capital-intensive, and
competitive industry," Ms. Saha-Yannopoulos added.  The ratings
also reflect Perpetual's growth prospects, undeveloped acreage,
and adequate liquidity.  The company plans to use proceeds from
the notes offering to pay off borrowing under its revolving credit
facility.  As of Sept. 30, 2010, pro forma for the notes offering,
Perpetual will have C$655 million in adjusted debt, which includes
convertible debentures and asset-retirement obligations.

Natural gas accounts for almost 95% of the company's reserves and
production.  Its current operations are mostly focused on the
shallow conventional natural gas assets in Alberta, especially in
the Eastern District.  Slightly more than 80% of the company's
production and reserves are from the Eastern District.  The
remaining production is from the West Central District.  The
company, however, has started focusing on oil and liquid rich
assets in the Cardium and Wilrich areas; it expects oil and
liquids to be a larger percent of its production in the next few
years.

The stable outlook reflects Standard & Poor's expectation that
Perpetual will continue focusing on organic, drill-bit-related
reserves and production growth, which in turn should improve its
full-cycle economics.  The company is attempting to diversify its
production away from conventional gas assets.  If it is
unsuccessful, the risk is that it could quickly erode its
liquidity while its production profile deteriorates.  Although S&P
expects Perpetual will not generate free cash flow after cash
dividends while it shifts to more liquid rich assets, S&P expects
it to manage its liquidity and debt leverage measures prudently.
The outlook also incorporates S&P's view that Perpetual's
financial metrics are in line with its 'B' rating on the company,
with some cushion to absorb the deterioration S&P expects in 2011.
S&P would also review the ratings following any deterioration in
the company's liquidity or if debt to EBITDAX exceeds 5x.  In
S&P's view, a positive rating action is unlikely given its
assessment of Perpetual's current business risk.


PROTEOGENIX INC: Shuts Down After Raising $25M in Venture Capital
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Proteogenix Inc. closed down
last year after raising $25 million in venture capital.  The
company raised the capital from a group that included Burrill &
Co., New Leaf Venture Partners and TPG.

Burrill & Co. Chief Executive G. Steven Burrill said in an e-mail
that Proteogenix had shut down but did not provide details,
according to DBR.

The report relates that Proteogenix had sought to develop a
noninvasive alternative to amniocentesis after raising a
$20 million Series B round in 2007, according to information
provided at the time by Oregon Health & Science.

Proteogenix Inc. is based in Costa Mesa, Calif.


QAB INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: QAB Investments, LLC
        4502 Edison Street
        Houston, TX 77009-3338

Bankruptcy Case No.: 11-31820

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Mian A. Bari, managing member.


S & A REALTY: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: S & A Realty Inc.
        14107 Baltimore Ave
        Laurel, MD 20707

Bankruptcy Case No.: 11-13889

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: John Douglas Burns, Esq.
                  THE BURNS LAWFIRM, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  E-mail: burnslaw@burnslaw.algxmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb11-13889.pdf

The petition was signed by Sandra Landsman, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Auto Showcase Of Laurel, LLC           09-14731     2009


SCANWOOD CANADA: Wins Court Nod to Obtain $1M Operating Loan
------------------------------------------------------------
Bill Power at The ChronicleHerald.ca reports that Scanwood Canada
Ltd. won court approval Friday to borrow $1 million in order to
ramp up production and keep about 220 people working at its
Burnside Park plant.

According to the report, Justice Suzanne J. Hood told creditors
she had some reservations but supported Scanwood's request to the
Nova Scotia Supreme Court for permission to obtain the operating
loan, even as the bankrupt company struggles to put together a
restructuring plan.

The ChronicleHerald.ca relates that Scanwood was supposed to have
a proposal ready for Thursday to present to creditors owed
millions of dollars.  The court heard the company will seek an
extension to that deadline, the report says.

Justice Hood she said that although the company is under court-
ordered creditor protection, it still requires operating cash to
get new high-speed equipment up and running, according to the
ChronicleHerald.ca.

"We are trying to produce as much as we can, but we've been
limited by available resources," The ChronicleHerald.ca quotes
company president Bo Thorn as saying.  "It's a victory for us and
now we're getting back to work at the plant and also on our
restructuring proposal," he said.

According to The ChronicleHerald.ca, lawyers for the Royal Bank of
Canada and the Business Development Bank of Canada wanted the
court to quash the application from Scanwood.  They said the loan
would cut into available assets in the event of liquidation, the
report relates.

The ChronicleHerald.ca adds that Thomas Boyne of the Royal Bank,
said it was unfair to creditors to add another $1 million to
Scanwood's debt when the furniture maker was about to collapse.

Mr. Boyne said the loan was not enough to save the company.  "The
amount of debt financing (sought by Scanwood) is inadequate by any
measure," Mr. Boyne said, according to The ChronicleHerald.ca.

The ChronicleHerald.ca relates John Stringer of the Business
Development Bank of Canada said his client has lost confidence in
the ability of Scanwood management to become profitable again.

As reported in the Troubled Company Reporter on Feb. 4, 2011,
CBC/Radio-Canada said Scanwood Canada Ltd. was declared insolvent
on Feb. 2 by a Halifax court.  The Company was placed in creditor
protection and Green Hunt Wedlake was appointed to monitor
Scanwood.  The company is continuing as an on-going business.
According to the report, one of Scanwood's creditors, RBC Royal
Bank, unexpectedly called a $2.1-million line of credit in
January, which triggered the events leading to Wednesday's court
order.  The order protects Scanwood from creditors until March 3.
Secured creditors agreed to the order on Feb. 2, which allows
Scanwood time to come up with a proposal to go forward.  Justice
Heather Robertson granted the company's application for creditor
protection.

Scanwood Canada is a supplier of cabinets to Swedish retailer
Ikea.  It has 248 employees at its Burnside Industrial Park plant
in Dartmouth.  The four major creditors are RBC Royal Bank, the
Province of Nova Scotia, Ikea and the Business Development Bank of
Canada.


SEXY HAIR: Moves Forward With Tweaked Chapter 11 Exit Plan
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge cleared Sexy Hair
Concepts LLC to poll creditors on its Chapter 11 plan after the
company struck a deal that won the support of previously
protesting constituents, an attorney for the company said.

According to DBR, negotiations in the case produced a revamped
investment agreement and plan that repays most creditors in full
and has the blessing of those who won't see a full recovery,
according to Scott F. Gautier, of Peitzman Weg & Kempinsky.  The
report relates that in an interview, Mr. Gautier said that buyout
firm TSG Consumer Partners, which is poised to purchase the
company's equity, was raising the value of its offer by about $2
million, bringing the total bid to some $45 million.

TSG will also take on about $38 million in liabilities, the report
notes.

Under the new reorganization proposal, the company's largest
unsecured creditor, Northwestern Mutual Life Insurance Company and
Northwestern Mutual Capital Mezzanine Fund I, will receive an
additional $1.5 million to $2 million, Mr. Gautier said, DBR adds.

                          About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).
According to its schedules, Sexy Hair disclosed $78,000,000 in
total assets and $91,141,147 in total debts as of the Petition
Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.

Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SHOPPES OF LAKESIDE: Files Plan of Reorganization
-------------------------------------------------
Shoppes of Lakeside, Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida, Jacksonville Division, a proposed
Plan of Reorganization and an explanatory Disclosure Statement.

Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
in Jacksonville, Florida, counsel for the Debtor, provided a
summary of the Plan, which includes:

     * General Unsecured Creditors are classified in Class 27 and
       will receive a distribution of 100% of their allowed
       claims.

     * After the effective date of the order confirming the Plan,
       the directors, officers, and voting trustees of the
       Debtor, any of its affiliate participating in a joint
       Plan, or its successor under the Plan will be Chris
       Hionides.  Mr. Hionides is the current president of the
       Debtor.  As post-confirmation manager of the Debtor, he
       will not receive any compensation until all other classes
       are paid in full.

     * Payments and distributions under the Plan will be funded
       by the lease or sale of commercial real property and
       capital contributions of Chris Hionides.

     * Executory contracts and unexpired leases not listed in
       Exhibit 5.1 in the Plan will be rejected.  Any claim based
       on the rejection of a contract or lease will be barred if
       the proof of claim is not timely filed, unless the Court
       orders otherwise.

     * As a critical element of the successful reorganization of
       the Debtor, Chris Hionides will be released from any and
       all claims and causes of action by all creditors, parties-
       in-interest, directors, officers, shareholders, agents,
       affiliates, parent entities, and successors, among others,
       and the estate arising from or relating to any personal
       guarantee included within any contractual obligation
       giving rise to the claim against the estate of the Debtor.
       The release will not apply to any tax or priority claim
       included in the repayment schedule.

The Claims, both classified and unclassified, and their treatment
under the Plan are:

                          Estimated    Proposed
  Claim                     Amount     Treatment
  -----                   ---------    ---------
  Administrative            $19,875    To be paid in full
  Expenses

  Priority Tax Claims        $4,084    To be paid in full

  Class 2                              To be surrendered in full
  Secured Claims -                     satisfaction of secured
  Surrendered Properties               portion of claims

  Class 3                  $409,200    To be paid in full
  Secured Claim of Bisbee-             according to certain terms
  Baldwin Corporation on
  300 W. Adams St., Jacksonville
  FL

  Class 4                  $203,051    To be paid in full
  First Mortgage of Capital            according to certain terms
  City Bank on 1731 N. Main
  St., Jacksonville, FL

  Class 5                  $129,877    To be paid in full
  First Mortgage of Capital            according to certain terms
  City Bank on 1740 N. Main
  St., Jacksonville, FL

  Class 6                  $262,500    To be paid in full
  First Mortgage of Capital            according to certain terms
  City Bank on 1719 N. Main
  St., Jacksonville, FL

  Class 7                   $15,853    To be paid in full
  First Mortgage of Frank              according to certain terms
  and Julia Chadwick on 1254
  N. Main St., Jacksonville,
  FL

  Class 8                  $289,057    To be paid in full
  First Mortgage of Hancock            according to certain terms
  Bank on 42 East Coast Dr.,
  Jacksonville, FL

  Class 9                  $340,093    To be paid in full
  First Mortgage of Heritage           according to certain terms
  Bank on 100 E. Adams St.
  a/k/a 123 N. Ocean St.,
  Jacksonville, FL

  Class 10                  $44,778    To be paid in full
  First Mortgage of Hugh Eason/        according to certain terms
  Robert Patterson on 1242 N.
  Main St., Jacksonville, FL

  Class 11                             To be marketed for sale
  First Mortgage of Iberia             for six months from the
  Bank on 1341 Pearl St.,              effective date of the Plan
  Jacksonville, FL

  Class 12                             To be marketed for sale
  First Mortgage of Iberia             for six months from the
  Bank on 233 W. Duval St.,            effective date of the Plan
  Jacksonville, FL

  Class 13                 $754,557    To be paid in full
  First Mortgage of                    according to certain terms
  Jacksonville Bank on 937
  Main St., Jacksonville FL

  Class 14               $3,560,377    To be paid in full
  First Mortgage of                    according to certain terms
  Jacksonville Bank on 300
  W. Adams St., Jacksonville,
  FL

  Class 15                 $349,771    To be paid in full
  First Mortgage of Oceanside          according to certain terms
  Bank on 520 N. Hogan St.,
  Jacksonville, FL

  Class 16               $1,591,146    To be paid in full
  First Mortgage of Putnam             according to certain terms
  State Bank on 2440-2444
  Mayport Rd., Atlantic Beach,
  FL

  Class 17                 $464,075    To be paid in full
  First Mortgage of SRB                according to certain terms
  Servicing, LLC on 119 E.
  Forsyth St., Jacksonville,
  FL

  Class 18                             To be marketed for sale
  First Mortgage of SRB                for six months from the
  Servicing, LLC on 231 E.             effective date of the Plan
  Adams St. and 0 E. Adams,
  Jacksonville, FL

  Class 19                 $241,201    To be paid in full
  First Mortgage of SRB                according to certain terms
  Servicing, LLC on 211 E.
  Bay St., Jacksonville, FL

  Class 20                  $44,522    To be paid in full
  First Mortgage of SRB                according to certain terms
  Servicing, LLC on 1452 N.
  Main St., Jacksonville, FL

  Class 21                 $109,403    To be paid in full
  First Mortgage of SRB                according to certain terms
  Servicing, LLC on 30 W.
  5th St., Jacksonville, FL

  Class 22                 $289,362    To be paid in full
  First Mortgage of Vystar             according to certain terms
  Credit Union on 1351 Silver
  Street, Jacksonville, FL

  Class 23                 $366,527    To be paid in full
  First Mortgage of Vystar             according to certain terms
  Credit Union on 1310 Laura
  St., Jacksonville, FL

  Class 24                 $200,000    To be paid in full
  Second Mortgage of Wright            according to certain terms
  Family Partnership on 937
  Main St., Jacksonville, FL

  Class 25                             To be marketed for sale
  Second Mortgage of Z-S Gen.          for six months from the
  Partnership on 233 W. Duval          effective date of the Plan
  St., Jacksonville, FL

  Class 26                             To be paid in full in
  Secured Claim of Duval               equal monthly installments
  County Tax Collector on              not to exceed 84 months
  Debtor's Real Property               from confirmation date
                                       with 18% interest

  Class 27                             To be paid in 84
  Unsecured Claims                     monthly installments with
                                       5% interest

  Class 28                             No distribution
  Equity Interests in the
  Debtor

Copies of the Disclosure Statement and Plan as well as related
exhibits are available at no charge at:

       http://bankrupt.com/misc/TCR_SoL_DSPlan&Ex123010.pdf

                   About Shoppes of Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D.
Fla. Case No. 10-05199).  Bryan K. Mickler, Esq., who has an
office in Jacksonville, Florida, assists the Company in its
restructuring effort.  The Company disclosed $39,894,050 in assets
and $37,748,101 in liabilities.



SOUTH EDGE: Dist. Court Gives Ch. 11 Trustee Chance to Appeal
-------------------------------------------------------------
District Judge Philip M. Pro vacated a the briefing schedule
previously entered in the appellate case, South Edge LLC,
Appellant, v. JPMorgan Chase Bank, N.A.; Credit Agricole Corporate
and Investment Bank; Wells Fargo Bank, N.A.; and U.S. Trustee,
Appellees, Case No. No. 2:11-CV-00240-PMP-RJJ (D. Nev.), and gave
the Chapter 11 Trustee, Cynthia Nelson, until March 27, 2011, to
notify the District Court whether she will pursue the appeal on
behalf of South Edge.

A copy of Judge Pro's Feb. 25, 2011 order is available at
http://is.gd/1MWez6from Leagle.com.

As reported by the Troubled Company Reporter on Feb. 15, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
South Edge LLC took an appeal from the bankruptcy judge's ruling
that put it into Chapter 11 reorganization involuntarily.  South
Edge also appealed from a second ruling ousting management and
placing the reorganization in the hands of a Chapter 11 trustee.

Mr. Rochelle recounted that U.S. Bankruptcy Judge Bruce A.
Markell, in his opinion delivered from the bench, put South Edge
into Chapter 11 because more than $320 million has been in default
since 2008.  He said the lenders didn't need to prove the exact
amount by which their claims exceeded the value of South Edge's
Inspirada project.  Without deciding if there was gross
mismanagement, Judge Markell appointed a trustee after finding
there was a deadlock in management that prevented the filing of
lawsuits against the homebuilders who are the ultimate owners of
Inspirada.

Mr. Rochelle noted that South Edge elected to have the appeal
heard by a district judge and not by a panel of three bankruptcy
judges on the Bankruptcy Appellate Panel.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on December 9, 2010, in Las Vegas against
South Edge LLC (Bankr. D. Nev. Case No. 10-32968). The lenders
who filed the involuntary petition are part of a group that
provided a $595 million credit.  New York-based JPMorgan is a
lender and agent for the lenders.  Other lenders filing the
involuntary petition were Credit Agricole Corporate and Investment
Bank and Wells Fargo Bank NA.

On January 6, 2011, South Edge filed motions with the court to
dismiss the involuntary bankruptcy petition by JPMorgan Chase
Bank, N.A., Wells Fargo Bank, N.A. and Cr,dit Agricole Corporate
and Investment Bank.

The court held a trial that commenced on January 24, 2011.  On
February 3, 2011, the court denied South Edge's motions and
entered an order for relief and for the appointment of a trustee.


STATION CASINOS: Tax Dispute Not Proper in Bankr. Court, Says U.S.
------------------------------------------------------------------
As reported in the Dec. 30, 2010 edition of the Troubled Company
Reporter, Station Casinos Inc. and its units are asking the
Bankruptcy Court to determine that there will be no federal tax
liability arising as a consequence of the consummation of the
confirmed Plan of Reorganization and the related approved
Restructuring Transactions.  To the extent any other tax liability
arises as a consequence of the consummation of the SCI Plan and
any of the Restructuring Transactions, the Debtors ask the Court
to determine that a cash reserve for $5 million to satisfy any tax
liabilities is sufficient.

The U.S. Government complains that, in their Tax Motion, the
Debtors are seeking novel relief that is fundamentally at odds
with the nation's federal tax laws, and not available under the
Bankruptcy Code.  The Government argues that the relief they seek
-- an order determining federal tax liability pertaining to future
events, for a tax period that has not yet closed, and for entities
other than the Debtors -- is not available in any forum, and
specifically not in this forum.

Realistic and viable options are available besides attempting to
obtain a court order for which no subject matter jurisdiction
exists, and the complexity and sophistication of the Debtors' tax
and other concerns, while evoking some empathy, does not place
them above the rules applicable to all taxpayers, Kari M. Larson,
Esq., trial attorney for Tax Division of the U.S. Department of
Justice -- Kari.M.Larson@usdoj.gov -- tells Judge Gregg Zive.

The result that the Debtors seek, which is a determination of
future tax consequences of a reorganization plan, was precisely
what Congress rejected when enacting the Bankruptcy Reform Act of
1978, the Government contends.  In contrast, Congress recently
considered and enacted that relief for Chapter 12 debtors, and to
suggest that the Court now ignore the Congress' obvious intent to
not extend the relief in the reorganization context is misguided,
the Government asserts.

The Government further argues that courts and leading experts in
the bankruptcy and tax arena recognize that bankruptcy courts lack
jurisdiction to issue advance determinations concerning the
federal tax consequences of reorganization plans.  The Government
adds that the Debtors' brief is commendable in its creative
attempts to chisel away at the edges of the Government's position,
but at the end of the day, they cannot get around their
fundamental problem -- they are asking for a determination of tax
liability for a period that remains open, and concerning events
that have not occurred -- and no statutory authority or case law
correctly supports that position.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SUMMIT FIRE: Files For Chapter 7 Bankruptcy Protection
------------------------------------------------------
Steve Green at the Las Vegas Sun reports that Summit Fire
Protection Inc. dba Mojave Fire Protection filed for Chapter 7
liquidation.  It disclosed about $31,000 in assets against
liabilities of about $83,000.  Debora A. Abadie is listed as
president of that company.


SW OWNERSHIP: Chapter 11 Filing Averts Foreclosure
--------------------------------------------------
Shonda Novak at Statesman.com reports that the owner of the
Skywater Over Horseshoe Bay development filed for Chapter 11
bankruptcy protection to allow the project to avert foreclosure,
undergo reorganization and be completed as planned, including the
18-hole Jack Nicklaus signature golf course.

According to the report, the original owner, HB Texas Funding
Inc., defaulted on loans and was forced into bankruptcy in
February 2009.  SW Ownership LLC bought the stalled development
a few months later, pumping in $10 million to relaunch the
project.  SW Ownership comprises some of the secondary lenders
that made the original loan on the project.

Statesman.com relates that plans called for up to 1,200 homes,
villas and condominiums, plus commercial parcels, by the time the
project was to have been completed by 2015.  But sales of the
high-end lots fell precipitously in 2008 during the recession.  To
date, 96 lots have been sold, with four homes built, said Thad
Rutherford, project manager for SouthStar Development Partners
Inc., the Coral Gables, Fla.-based management firm for Skywater.
Lots range in price from the low $100,000s to about $350,000.

IBC Bank in San Antonio, the primary lender, had posted the
property for foreclosure auction in Llano County.  The bankruptcy
puts that action on hold, the report relates.

The bankruptcy lists a number of major unsecured creditors,
including Nelson Lewis Inc., a Marble Falls construction firm,
owed $219,451; the Horseshoe Bay Resort, owed $111,998.85; and
Skywater Management, owed $275,000.  The Horseshoe Bay Resort's
debt stems from a contract for water and maintenance fees for the
golf course.

About $34 million is currently owed on Skywater, including a loan
that was added when the owners bought the property.  Mr.
Rutherford said Skywater's owners were in negotiations with IBC to
extend and increase the loan.  Mr. Rutherford said an 18-month
reorganization plan to be submitted to the bankruptcy judge "is a
responsible plan to get back, as best we can, all the money that's
owed to creditors."

Yesterday's Troubled Company Reporter reported on the bankruptcy
filing of SW Ownership LLC.

                       About SW Ownership LLC

SW Ownership, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 11-10485) in Austin, Texas on Feb. 28, 2011.  The Dallas-
based company estimated $50 million to $100 million in assets and
$10 million to $50 million in liabilities.

The Debtor owns real property in Llano County and Burnet County,
Texas, and the partially completed luxury golf course community on
the site, which is commonly referred to as "Skywater Over
Horseshoe Bay."

The Debtor is controlled by Third Avenue Real Estate Opportunities
Fund, L.P., The Patriot Group, LLC, and Footbridge Limited Trust.

According to the resolution, SW Ownership intends to pursue claims
against the International Bank of Commerce, including a "lender-
liability" lawsuit in connection with loans from IBC to the Debtor
in the original principal amounts of $30 million and $5 million,
respectively.

SW Ownership has a debtor-in-possession financing for $9 million
from Soundview Real Estate Partners III, to facilitate the ongoing
development of the Project and to cover the costs and expenses
associated with the Bankruptcy case and IBC Claims.

The Debtor is represented by Jay Ong, Esq., at Munsch Hardt Kopf &
Harr, P.C., in Austin, Texas.


TAYLOR BEAN: Ocala Regains Ownership of Parker-Menchan House
------------------------------------------------------------
Susan Latham Carr, writing for the Ocala (Fla.) Star-Banner,
reports that the city of Ocala has regained ownership of the
Parker-Menchan House and soon will be putting it on the market for
sale.  The property was owned by the Taylor Bean Foundation, Inc.,
which dissolved after Taylor, Bean & Whitaker Mortgage Corporation
filed for bankruptcy.

Ms. Carr notes the reproduction of the historic home owned by the
late Thelma Parker, a long-time Ocala educator and community
leader, has languished since being completed.  She says the new
two-story house, located at 925 W. Silver Spring Place, has been
sitting vacant ever since.

The report relates Foundation's president Sean A. Murla in January
signed the deed donating the house to the city.  The City Council
on Tuesday approved the quit claim deed giving the city ownership.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEE INVESTMENT: Lakeridge Apartments in Chapter 11
--------------------------------------------------
Reno, Nevada-based Tee Investment Company, Limited Partnership,
doing business as Lakeridge Apartments, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 11-50615) in its hometown.

Three affiliates previously filed for Chapter 11 protection --
Lakeridge Centre Office Complex, LP, West Shore Resort Properties
III, LLC and West Shore Resort Properties, LLC.  The three
entities are owned byGregg W. Zive, a partner.

The Debtor disclosed $15,060,230 in assets and $16,486,808 in
liabilities in its schedules.

The Debtor owns a 126-unit apartment complex in 6155 Plumas
Street, Reno, Nevada, estimated to be worth $15,000,000.  There is
a $13,394,940 secured claim from ARCS Commercial Mortgage Co. for
which the apartment has been pledged as collateral.


TRIKEENAN TILEWORKS: Trust Fights Butler's Plea to Acquire Assets
-----------------------------------------------------------------
Andrew Poole at The Evening Tribune reports that Steuben Trust
Company objected to a motion by Trikeenan Tileworks to throw out
Elgin Butler's proposal to purchase the Trikeenan location in
Hornell in Shawmut Industrial Park, in Norfolk County, in
Massachusetts.  Elgin Butler is a tile company based out of
Austin, Texas.

According to The Evening Tribune, while Trikeenan has pledged to
continue operating in the area, Elgin Butler would be a better fit
for the Hornell area, said IDA Executive Director Jim Griffin,
because the company would employ more people.  The IDA is the
owner of the Trikeenan building, but has tried to stay out of the
proceedings because of potentially high legal costs.  If the banks
don't agree to either proposal, then the property will go to
auction, where any company can bid.

Trikeenan Tileworks -- http://www.trikeenan.com/-- makes and
sells tiles.  Trikeenan Tileworks Inc. filed for Chapter 11
bankruptcy protection in New Hampshire on August 30, 2010 (Bankr.
D. N.H. Case No. 10-13725), estimating assets of between $500,000
and $1 million, and liabilities between $1 million to $10 million.
Trikeenan Holdings Inc., and Trikeenan Tileworks Inc. of New York,
also filed for Chapter 11 on August 30.  Jennifer Rood, Esq., at
Bernstein Shur, in Manchester, New Hampshire, serves as the
Debtors' counsel.


TRICO MARINE: Files Joint Chapter 11 Plan of Liquidation
--------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services filed with
the U.S. Bankruptcy Court a Joint Chapter 11 Plan of Liquidation
and related Disclosure Statement.

According to the DS, treatment under the Plan is as follows:
Credit Facility Claims and Priority Claims shall be paid in full;
Allowed 8.125% Notes Secured Claims shall be paid from the
proceeds of the sale of collateral securing such claims; other
Secured Claims will either be paid in full in cash, have their
claims reinstated or receive the collateral securing the claims;
holders of Allowed Convenience Claims shall receive in full
satisfaction, discharge and release of such Claim its pro rata
share of $250,000, in cash, on the distribution date; holders of
Allowed General Unsecured Claims shall, in full satisfaction,
discharge and release of such claim, receive its pro rata share of
available assets; all Intercompany Claims shall be cancelled or
otherwise terminated and holders of Intercompany Claims shall
receive no distribution under the Plan and Old TMS Equity will be
cancelled or otherwise terminated and holders of allowed Old TMS
Equity will receive no distribution under the Plan.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TUSCAN TOWER: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tuscan Tower, LLC
        4962 El Camino Real, Suite 121
        Los Altos, CA 94022

Bankruptcy Case No.: 11-51843

Chapter 11 Petition Date: February 28, 2011

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

Judge: Stephen L. Johnson

Debtor's Counsel: Stephen D. Finestone, Esq.
                  LAW OFFICES OF STEPHEN D. FINESTONE
                  456 Montgomery Street, 20th Floor
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  E-mail: sfinestone@pobox.com

Scheduled Assets: $2,753,581

Scheduled Debts: $1,779,961

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-51843.pdf

The petition was signed by Mohsen Sayar, managing member.


US CHEEMA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: US Cheema Inc.
        16510 1-45 North
        Houston, TX 77090

Bankruptcy Case No.: 11-31923

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Frwy, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $4,500,000

Scheduled Debts: $4,077,086

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

The petition was signed by Vikram Cheeman, president.


VENTAS INC: Moody's Puts (P)Ba1 Rating on Sr. Debt Shelf on Review
------------------------------------------------------------------
Moody's Investors Service placed Ventas Inc.'s senior unsecured
debt ratings (at Baa3) on review for possible upgrade, and at the
same time affirmed Nationwide Health Properties, Inc.'s senior
unsecured debt ratings at Baa2 and preferred stock ratings at
Baa3.  These actions follow the announcement that Ventas will
acquire all of the outstanding shares of NHP in a stock-for-stock
transaction valued at $7.4 million.  The ratings outlook for NHP
remains stable.

The acquisition of Nationwide Health Properties provides Ventas
with a deeper and broader health care real estate platform to
expand its triple-net lease, operating and medical office
businesses.  The resulting size and scale of the combined
enterprise should provide Ventas with cost of capital advantage as
it continues to grow.

This transaction provides other key benefits to Ventas'
credit profile.  First, it decreases the REIT's top operator
concentration from 28% of NOI (as of 4Q10, proforma for the Atria
acquisition) to 19% of NOI.  Second, it is expected to reduce
secured debt levels.  The improvement in these two metrics, which
have long been constraining Ventas' ratings, further highlights
the credit benefits of this transaction.  Third, net debt to
EBITDA is expected to decline to approximately 5X at closing, down
from 5.6X at 4Q10.  Finally, senior housing operating assets will
decline to 26% of NOI from 39%, which, for now, Moody's views
positively as these cash flows add more volatility to the REIT's
overall earnings stream.

Moody's notes that integration risk is a concern.  This
transaction is the largest of three major transactions announced
by Ventas within the past year.  Although Ventas has been
successful in the past with integrating entity-level acquisitions,
its Lillibridge and Atria businesses require operating skills
different from Ventas' traditional triple-net lease model.
Moody's notes that Ventas has been successful in managing its
Sunrise operating assets even through the economic recession.

Moody's review of Ventas's ratings will focus on the progress and
consummation of the proposed acquisition, the ultimate capital
structure, and the resulting corporate and legal structure.
Moody's will also review the combined asset and entity level
operating performance, as well as any guarantees afforded to the
NHP bonds and preferred stock.  Moody's expects to conclude its
review during the third quarter 2011, consistent with the expected
closing of the transaction.

These ratings were placed on review for possible upgrade:

* Ventas Realty Limited Partnership -- Senior debt at Baa3; senior
  debt shelf at (P)Baa3; subordinated debt shelf at (P)Ba1

* Ventas, Inc. -- Senior guaranteed debt at Baa3; senior debt
  shelf at (P)Ba1; subordinated debt shelf at (P)Ba2; preferred
  stock shelf at (P)Ba3

* Ventas Capital Corporation -- senior debt shelf at (P)Baa3;
  subordinated debt shelf at (P)Ba1

These ratings were affirmed with a stable outlook:

* Nationwide Health Properties, Inc. -- Senior unsecured debt at
  Baa2; senior unsecured MTN at Baa2; preferred stock at Baa3.

The last rating action with respect to Ventas Inc was on
October 22, 2010, when Moody's affirmed the senior unsecured
ratings at Baa3 following the REIT's announcement to purchase the
real estate assets of Atria Senior Living for $3.1 billion.  The
outlook was stable.

Moody's last rating action with respect to Nationwide Health
Properties was on March 26, 2009, when Moody's upgraded the
ratings of Nationwide Health Properties (senior unsecured debt to
Baa2 from Baa3 and preferred stock to Baa3 from Ba1).  The outlook
was stable.

Ventas, Inc., is a health care real estate investment trust
that owns 240 senior housing facilities, 187 skilled nursing
facilities, 40 hospitals and 135 medical office and other
healthcare facilities in 44 states and two Canadian provinces.
At December 31, 2010, Ventas had $5.6 billion in book assets.

Nationwide Health Properties is a real estate investment trust
which invests in senior housing facilities, long-term care
facilities and medical office buildings.  As of December 31, 2010,
NHP had investments in 667 healthcare facilities in 43 states with
total book assets of $4 billion.


WARREN OLIVER: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Warren Oliver Investments, LTD
        6923 Stone Meadow
        Dallas, TX 75230

Bankruptcy Case No.: 11-31441

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $4,126,000

Scheduled Debts: $2,935,914

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-31441.pdf

The petition was signed by David O. Corriveau, president.


YRC WORLDWIDE: Fitch Puts 'CC' Issuer Rating on Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed these ratings for YRC Worldwide Inc. on
Rating Watch Negative:

  -- Issuer Default Rating 'CC';
  -- Secured bank credit facility rating 'B-/RR2';
  -- Senior unsecured rating 'C/RR6'.

The rating action follows YRCW's announcement on Feb. 28, 2011,
that it had entered into a non-binding agreement in principle with
representatives of certain of the company's lenders and the
International Brotherhood of Teamsters on a package of actions
that would constitute the company's previously announced
recapitalization transaction.

As proposed, the transaction would reduce YRCW's outstanding debt
obligations and increase its liquidity.  However, several of the
proposed actions potentially would constitute a coercive debt
exchange according to Fitch's CDE criteria.  In addition, Fitch
continues to have concerns that an inability to successfully
complete the recapitalization transaction would increase the
likelihood of the company filing for Chapter 11 bankruptcy
protection.

The recapitalization actions contemplated by the non-binding
agreement include:

  -- Issuing new shares of common stock and convertible notes to
     the company's lenders in return for a reduction in the amount
     of bank debt outstanding;

  -- YRCW and its subsidiaries entering into a new term loan
     agreement for a portion of the remaining borrowings after the
     issuance of the new shares and convertible notes;

  -- Issuing an additional tranche of convertible notes due in
     2015 that the lenders would purchase with cash;

  -- Refinancing the company's asset-backed securitization
     facility with a new asset-based facility that would have a
     higher advance rate than the existing facility;

  -- Amending the note securing YRCW's deferred multi-employer
     pension contributions to move the maturity date to 2015, as
     well as deferring interest and fees to maturity and providing
     for contract-rate cash interest payments;

  -- Exchanging new common stock for the company's existing
     convertible notes;

  -- Issuing new common stock to IBT-represented employees;

  -- Altering the Board of Directors to include six directors
     nominated by the steering committee representing certain
     creditors, two nominated by the IBT's Freight Industry
     Negotiating Committee and a chief executive officer-director.

In addition to the non-binding agreement in principle, YRCW
also has entered into various amendments to its existing credit
agreement, ABS agreement, pension contribution deferral
agreement and IBT labor agreement.  Among the amendments are
revisions to the various milestone dates related to the company's
recapitalization transaction and the removal of the first quarter
2011 minimum EBITDA covenant from the credit and ABS agreements.
The new milestone dates are April 29, 2011, (as opposed to
March 15, 2011) for the company to have the final form of the
agreement in principal agreed to by all of the required consenting
parties and July 22, 2011, (versus May 13, 2011) for the
transaction to be closed.  In addition, the latest amendment to
the credit agreement requires that lenders with 90% exposure sign
an agreement supporting the transaction by the April 29, 2011,
milestone date.

The placement of YRCW's ratings on Rating Watch Negative is based
upon Fitch's concern that the required exchange of common stock
for a portion of the outstanding bank debt and the company's
convertible notes could constitute a CDE according to Fitch's
criteria report entitled 'Coercive Debt Exchange Criteria' dated
March 3, 2009.  If the company enters into a binding agreement
with the relevant parties that includes a CDE, Fitch likely will
downgrade YRCW's IDR to 'C' from 'CC'.  Following a successful
completion of the transaction, Fitch would downgrade YRCW's IDR to
'RD', then assign a new IDR based upon the company's post-
transaction credit profile.  As the current non-binding agreement
does not spell out the amount of bank debt that would be exchanged
for equity or the amount of new convertible debt that would be
sold to the company's lenders, Fitch currently is unable to
predict the effect that transaction would have on the company's
post-transaction credit profile.


* Roubini Sees Almost $100BB of Muni Bond Defaults in 5 Years
-------------------------------------------------------------
Michael Corkery, writing for The Wall Street Journal, reports that
a consulting firm founded by economist Nouriel Roubini said there
could be close to $100 billion of municipal-bond defaults over the
next five years as state and local government-debt problems damp
the U.S. economic recovery.  That figure would by most estimates
represent a significant increase over defaults in recent history,
but it doesn't appear to be as dire as a prediction last year by
analyst Meredith Whitney, the Journal says.

According to the Journal, the report, by David Nowakowski and
Prajakta Bhide at Roubini Global Economics and released to clients
Monday, says state and local debt problems aren't "systemic" in
nature, nor will they "infect the financial system."  The authors
of the report declined to comment.


* U.S. Boat Industry No Longer Floundering, But Recovery Murky
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the U.S. recreational boat
industry has likely stopped sinking, but it faces a slow recovery
and an unpredictable future.  The report relates that sales of
recreational power boats fell to a record low of 132,000 vessels
last year, a 55% decline from 2006 and down 14% from 2009.

While the industry is widely seen as having bottomed out last
year, the momentum behind an upturn remains unclear, according to
DBR.

The report says that some projections have sales rising as much as
10% this year, but few forecasters are willing to say when or if
sales will ever return to the 300,000 boats a year the industry
averaged in the 14 years prior to 2007.

The dynamics that sustained the industry for years changed
significantly during the economic recession. Largely gone are the
easy access to credit and the disposable income from rising real
estate values, factors that helped send first-time boat buyers to
showrooms and prompt existing boaters to move up to more expensive
models, the report notes.


* Bracewell & Giuliani Continues Expansion in New York
------------------------------------------------------
Bracewell & Giuliani LLP disclosed that the addition of three
partners to the New York office.  Michael C. Hefter and Stan
Chelney, former partners at Orrick, Herrington & Sutcliffe LLP,
have joined as litigation partners.  Daniel E. Hemli, formerly an
associate at Wachtell, Lipton, Rosen & Katz, joins the office as a
partner in the firm's antitrust practice.

"New York continues to be a key part of the firm's growth
strategy," said Daniel S. Connolly, managing partner of the New
York office.  "We are pleased with the success of the office and
look forward to continued expansion in the Northeast this year
with outstanding attorneys like Michael, Stan and Dan," added
Connolly.

Michael C. Hefter focuses on complex commercial litigation matters
in federal and state courts, U.S. and international arbitration,
and matters before federal, state and self-regulatory agencies.
He has previously handled claims involving securities and M&A
litigation, financial products and banking litigation, breach of
contract, breach of fiduciary duty, fraud, and other business
disputes, RICO actions, structured finance disputes, post-
acquisition disputes, corporate governance (including mergers and
acquisition litigation), claims involving lender liability issues,
class and derivative actions, claims involving LLC and limited
partnership issues and structures, bankruptcy-related and other
forums of general commercial and complex litigation.  Hefter
represents clients in energy, insurance, healthcare, investment
and commercial banking, private equity and hedge funds, venture
capital, real estate, accounting, telecommunications, aerospace
and defense, chemicals, and software.

Stan Chelney's practice involves a broad range of complex
commercial litigation in federal and state courts, as well as
before U.S. and international arbitration panels.  He has
experience litigating actions alleging breach of contract, fraud,
various business torts, breach of fiduciary duties, RICO claims,
malpractice and professional negligence claims, lender liability,
securities claims, and constitutional law.  Chelney represents
clients in numerous industries, including financial services,
energy, sports, real estate, insurance, accounting, health care,
and telecommunications.

Daniel E. Hemli advises clients on antitrust issues relating to
mergers, acquisitions and joint ventures, and advocacy before
federal, state and foreign antitrust authorities.  He has
represented parties in connection with investigations of numerous
national and multinational acquisitions and joint venture
transactions across a broad range of industries, including oil and
gas, electric power, pharmaceuticals, medical devices and
equipment, technology and software, chemicals, banking and
financial services, consumer products, entertainment and media,
and agriculture.  He has advised on transactions in a variety of
contexts, including negotiated deals, hostile takeovers and
distressed situations.  Hemli also counsels clients on a broad
range of antitrust matters arising out of their day-to-day
operations and assists clients in designing and implementing
antitrust compliance programs.

Bracewell opened its New York office in 2005 when Mayor Rudy
Giuliani joined the firm as a name partner.  Focusing on corporate
law, finance, financial restructuring, litigation, and dispute
resolution, the office has grown to 60 attorneys.

                About Bracewell & Giuliani LLP

Bracewell & Giuliani LLP -- http://ww.bgllp.com/-- is an
international law firm with more than 470 lawyers in Texas, New
York, Washington, D.C., Connecticut, Seattle, Dubai, and London.
We serve Fortune 500 companies, major financial institutions,
leading private investment funds, governmental entities and
individuals concentrated in the energy, technology and financial
services sectors worldwide.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Michael Konenko
   Bankr. D. Ariz. Case No. 11-04197
      Chapter 11 Petition filed February 21, 2011

In Re William Phillips
   Bankr. N.D. Calif. Case No. 11-30646
      Chapter 11 Petition filed February 21, 2011

In Re Jerold Suffian
   Bankr. D. Colo. Case No. 11-13107
      Chapter 11 Petition filed February 21, 2011

In Re Health Advocacy Center, Inc.
   Bankr. D. D.C. Case No. 11-00129
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/dcb11-00129.pdf

In Re Bernard Poitier
   Bankr. S.D. Fla. Case No. 11-14356
      Chapter 11 Petition filed February 21, 2011

In Re Suzanne Aleshire
   Bankr. N.D. Ill. Case No. 11-06739
      Chapter 11 Petition filed February 21, 2011

In Re Twisted Offroad & Accessories, L.L.C.
   Bankr. W.D. La. Case No. 11-20156
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/lawb11-20156.pdf

In Re Aziz Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 11-30793
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/mieb11-30793.pdf

In Re A.L. Heating & Air Conditioning, Inc.
   Bankr. D. N.M. Case No. 11-10693
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/nmb11-10693p.pdf
         See http://bankrupt.com/misc/nmb11-10693c.pdf

In Re Suresh Patel
   Bankr. D. S.C. Case No. 11-01069
      Chapter 11 Petition filed February 21, 2011

In Re Roger Welch
   Bankr. E.D. Tenn. Case No. 11-10933
      Chapter 11 Petition filed February 21, 2011

In Re Timothy Bobo
   Bankr. E.D. Tenn. Case No. 11-10942
      Chapter 11 Petition filed February 21, 2011

In Re Maneklal Patel
   Bankr. M.D. Tenn. Case No. 11-01635
      Chapter 11 Petition filed February 21, 2011

In Re RADHE MGN, Inc.
        dba Shell Food Mart 1
   Bankr. M.D. Tenn. Case No. 11-01636
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/tnmb11-01636.pdf

In Re A & L Industries, Inc.
   Bankr. D. Virgin Islands Case No. 11-30003
      Chapter 11 Petition filed February 21, 2011
         See http://bankrupt.com/misc/vib11-30003.pdf

In Re Behnam Ghasseminejad
   Bankr. C.D. Calif. Case No. 11-12173
      Chapter 11 Petition filed February 22, 2011

In Re Ehteram Nemandoust
   Bankr. C.D. Calif. Case No. 11-17413
      Chapter 11 Petition filed February 22, 2011

In Re Imperio De Simon Bolivar Inc.
   Bankr. C.D. Calif. Case No. 11-17436
      Chapter 11 Petition filed February 22, 2011
         filed pro se

In Re Arturo Estoesta
   Bankr. N.D. Calif. Case No. 11-51599
      Chapter 11 Petition filed February 22, 2011

In Re Lane Jenkins
   Bankr. N.D. Calif. Case No. 11-41868
      Chapter 11 Petition filed February 22, 2011

In Re Therese Masson
   Bankr. N.D. Calif. Case No. 11-41855
      Chapter 11 Petition filed February 22, 2011

In Re Plateau Energy Partners, LLC
   Bankr D. Colo. Case No. 11-13182
      Chapter 11 Petition filed February 22, 2011
         filed pro se

In Re Ralph and Rosies Inc.
   Bankr S.D. Fla. Case No. 11-14369
      Chapter 11 Petition filed February 22, 2011
         filed pro se

In Re Wi-Sky Inflight, Inc.
   Bankr. N.D. Ga. Case No. 11-40490
      Chapter 11 Petition filed February 22, 2011
         See http://bankrupt.com/misc/ganb11-40490.pdf

In Re Adam Szczypta
   Bankr. N.D. Ill. Case No. 11-07026
      Chapter 11 Petition filed February 22, 2011

In Re Charles Dyer
   Bankr. D. Mass. Case No. 11-11393
      Chapter 11 Petition filed February 22, 2011

In Re 5875 S. Rainbow Blvd Restaurant, LLC
        dba Mama Leonie Ristorante
   Bankr D. Nev. Case No. 11-12367
      Chapter 11 Petition filed February 22, 2011
         filed pro se

In Re Morningside Heights Restaurant Corp.
        dba Terrace in the Sky
   Bankr. S.D. N.Y. Case No. 11-10731
      Chapter 11 Petition filed February 22, 2011
         See http://bankrupt.com/misc/nysb11-10731.pdf

In Re Andrey Import Export Corp.
   Bankr. S.D. N.Y. Case No. 11-22284
      Chapter 11 Petition filed February 22, 2011
         See http://bankrupt.com/misc/nysb11-22284.pdf

In Re Robert Leflar
   Bankr. E.D. Pa. Case No. 11-11257
      Chapter 11 Petition filed February 22, 2011

In Re Joerg-Uwe Szipl
   Bankr. E.D. Va. Case No. 11-11197
      Chapter 11 Petition filed February 22, 2011

In Re Grade-It Inc.
   Bankr W.D. Wash. Case No. 11-41272
      Chapter 11 Petition filed February 22, 2011
         filed pro se

In Re Javier Venegas
   Bankr. C.D. Calif. Case No. 11-15850
      Chapter 11 Petition filed February 23, 2011

In Re Maryam Sheikhbahaei
   Bankr. C.D. Calif. Case No. 11-12250
      Chapter 11 Petition filed February 23, 2011

In Re Michael Lewis
   Bankr. S.D. Calif. Case No. 11-02818
      Chapter 11 Petition filed February 23, 2011

In Re US Capital Corporation
   Bankr. S.D. Calif. Case No. 11-02778
      Chapter 11 Petition filed February 23, 2011
         See http://bankrupt.com/misc/casb11-02778.pdf

In Re Pamela Carvel
   Bankr. S.D. Fla. Case No. 11-14548
      Chapter 11 Petition filed February 23, 2011

In Re Quickdry Mist, Inc.
   Bankr S.D. Fla. Case No. 11-14532
      Chapter 11 Petition filed February 23, 2011
         filed pro se

In Re James Francis
   Bankr. N.D. Ill. Case No. 11-80678
      Chapter 11 Petition filed February 23, 2011

In Re H & L Management, Inc.
        dba Dairy Queen of Fenton
        dba Taco's N Treats
   Bankr. E.D. Mich. Case No. 11-30841
      Chapter 11 Petition filed February 23, 2011
         See http://bankrupt.com/misc/mieb11-30841p.pdf
         See http://bankrupt.com/misc/mieb11-30841c.pdf

In Re David Langlais
   Bankr. D. Nev. Case No. 11-12435
      Chapter 11 Petition filed February 23, 2011

In Re Pedro Garcia
   Bankr. D. Nev. Case No. 11-12458
      Chapter 11 Petition filed February 23, 2011

In Re Elester Charleston
   Bankr. W.D. Tenn. Case No. 11-21922
      Chapter 11 Petition filed February 23, 2011

In Re Holley Investments LLC
        dba Totem Grocery and Deli
   Bankr W.D. Wash. Case No. 11-11923
      Chapter 11 Petition filed February 23, 2011
         filed pro se

In Re 3202 Southcreek Drive Associates LLC
   Bankr. E.D. Wash. Case No. 11-00839
      Chapter 11 Petition filed February 24, 2011
         See http://bankrupt.com/misc/waeb11-00839p.pdf
         See http://bankrupt.com/misc/waeb11-00839c.pdf

In Re Juana Kennedy
   Bankr. C.D. Calif. Case No. 11-17948
      Chapter 11 Petition filed February 24, 2011

In Re Romeo Brooks
   Bankr. C.D. Calif. Case No. 11-15999
      Chapter 11 Petition filed February 24, 2011

In Re Steven Sears
   Bankr. C.D. Calif. Case No. 11-12525
      Chapter 11 Petition filed February 24, 2011

In Re James Moore
   Bankr. N.D. Calif. Case No. 11-41988
      Chapter 11 Petition filed February 24, 2011

In Re John Hudson
   Bankr. N.D. Calif. Case No. 11-30693
      Chapter 11 Petition filed February 24, 2011

In Re Liza Szabo
   Bankr. S.D. Calif. Case No. 11-02846
      Chapter 11 Petition filed February 24, 2011

In Re Edward Stafford
   Bankr. M.D. Fla. Case No. 11-03217
      Chapter 11 Petition filed February 24, 2011

In Re Eric Gabriel
   Bankr. M.D. Fla. Case No. 11-01188
      Chapter 11 Petition filed February 24, 2011

In Re Joshua Sams
   Bankr. M.D. Fla. Case No. 11-03209
      Chapter 11 Petition filed February 24, 2011

In Re David Potter
   Bankr. D. Mass. Case No. 11-11446
      Chapter 11 Petition filed February 24, 2011

In Re Ricardo Garcia Adorno
   Bankr. D. Puerto Rico Case No. 11-01422
      Chapter 11 Petition filed February 24, 2011

In Re Mark Bischoff
   Bankr. D. Utah Case No. 11-22231
      Chapter 11 Petition filed February 24, 2011

In Re Linda McNeese
   Bankr. E.D. Wash. Case No. 11-00828
      Chapter 11 Petition filed February 24, 2011

In Re 405 6th Ave, LLC
   Bankr. W.D. Wash. Case No. 11-41367
      Chapter 11 Petition filed February 24, 2011
         See http://bankrupt.com/misc/wawb11-41367.pdf

In Re Himmel Investments, LLC
   Bankr. D. Ariz. Case No. 11-04739
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/azb11-04739.pdf

In Re International Wholesale Distributing, Inc.
   Bankr. D. Ariz. Case No. 11-04793
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/azb11-04793.pdf

In Re Michelle Hansel
   Bankr. C.D. Calif. Case No. 11-18217
      Chapter 11 Petition filed February 25, 2011

In Re Robert Rosenfeld
   Bankr. C.D. Calif. Case No. 11-18224
      Chapter 11 Petition filed February 25, 2011

In Re Sharon Wrinkle
   Bankr. C.D. Calif. Case No. 11-10883
      Chapter 11 Petition filed February 25, 2011

In Re Danville Optometric Group, Inc.
   Bankr. N.D. Calif. Case No. 11-42047
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/canb11-42047.pdf

In Re Peter Visendi
   Bankr. N.D. Calif. Case No. 11-42045
      Chapter 11 Petition filed February 25, 2011

In Re Anthony Tenore, Jr.
   Bankr. D. Conn. Case No. 11-50327
      Chapter 11 Petition filed February 25, 2011

In Re VMC Real Estate, LLC
   Bankr. D. Conn. Case No. 11-20452
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/ctb11-20452.pdf

In Re Jeff Sage
   Bankr. M.D. Fla. Case No. 11-02442
      Chapter 11 Petition filed February 25, 2011

In Re Your Best Choice Inc.
   Bankr. M.D. Fla. Case No. 11-02449
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/flmb11-02449.pdf

In Re Riverbottom Properties, LLC
   Bankr. M.D. Ga. Case No. 11-40178
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/gamb11-40178.pdf

In Re Jan R. Smith Construction
   Bankr. N.D. Ga. Case No. 11-55610
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/ganb11-55610.pdf

In Re Jarvis Claiborne
   Bankr. W.D. La. Case No. 11-50230
      Chapter 11 Petition filed February 25, 2011

In Re Bradley Kingsbury
   Bankr. D. Md. Case No. 11-13769
      Chapter 11 Petition filed February 25, 2011

In Re Cericles Cejour
   Bankr. W.D. Mo. Case No. 11-40758
      Chapter 11 Petition filed February 25, 2011

In Re Brian Corcoran
   Bankr. D. Nev. Case No. 11-12518
      Chapter 11 Petition filed February 25, 2011

In Re Isleton Land Holdings, LP
   Bankr. D. Nev. Case No. 11-12552
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/nvb11-12552.pdf

In Re Sabores, LLC
        dba Rita's Water Ice
   Bankr. D. N.J. Case No. 11-15436
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/njb11-15436.pdf

In Re Dima Corp.
        dba Sopie's Diner
   Bankr. S.D. N.Y. Case No. 11-10837
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/nysb11-10837.pdf

In Re EZ Going Park Now, Inc.
        dba Easy Parking Inc.
        dba E-Z 2 Park Management Inc.
   Bankr. S.D. N.Y. Case No. 11-10812
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/nysb11-10812.pdf

In Re George Cole
   Bankr. S.D. N.Y. Case No. 11-22313
      Chapter 11 Petition filed February 25, 2011

In Re Allied Electrical Contractors, Inc.
   Bankr. W.D. Tenn. Case No. 11-21998
      Chapter 11 Petition filed February 25, 2011
         See http://bankrupt.com/misc/tnwb11-21998.pdf

In Re Heradio Hinojosa
   Bankr. S.D. Texas Case No. 11-31624
      Chapter 11 Petition filed February 25, 2011

In Re William Stickland
   Bankr. W.D. Wash. Case No. 11-12037
      Chapter 11 Petition filed February 25, 2011



                           *********

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.

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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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