TCR_Public/110307.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 7, 2011, Vol. 15, No. 65

                            Headlines

AES THAMES: Section 341 Meeting Scheduled for Today
AHERN RENTAL: S&P Withdraws 'D' Corporate Credit Rating
AIRPARK VILLAGE: Bankruptcy Filing Stays Foreclosure Action
ALLIED DEVELOPMENT: Voluntary Chapter 11 Case Summary
AMERICAN EQUITIES: Voluntary Chapter 11 Case Summary

AMERICAN SAFETY: Merrill Demands $4.9-Mil. from Energizer
AMR CORP: February Traffic Increased 2.2% Versus Last year
AMR CORP: Presented at J.P. Morgan Conference on March 1
ANGIOTECH PHARMACEUTICALS: Extends Offer to  Exchange Notes
ARENA GARDEN: Case Summary & 6 Largest Unsecured Creditors

ATAKA TAKA: Files for Chapter 11 Bankruptcy Protection
ATLANTIC BROADBAND: Refinancing Won't Affect Moody's 'B1' Rating
AVENUE SHOPPES: Case Summary & 4 Largest Unsecured Creditors
BABY TREND: ITC Pursuing Patent Case Filed by Graco Children
BALTIMORE & CHARLES: Court Confirms Plan of Liquidation

BDS AND SON: Case Summary & 2 Largest Unsecured Creditors
BERNARD L MADOFF: Banks Object to Trustee's Confidentiality Plan
BERNARD L MADOFF: Appeals Court Hears Phony Profits Dispute
BRIAR RIDGE: Case Summary & 20 Largest Unsecured Creditors
BRIGHAM EXPLORATION: Reports $42.89 Million Net Income in 2010

C2AS, L.P.: Case Summary & 6 Largest Unsecured Creditors
CATALYST PAPER: Gets $4.7MM Federal Funding for Port Albeni Mill
CATALYST PAPER: Energy Project to Displace 100,000 Tonnes of GHGs
CEDAR FUNDING: Unsecureds to Recover Up to 10% Under Plan
CHAMPION ENTERPRISES: Creditors Seek to Convert Case to Chapter 7

CIT GROUP: Repays $500 Million in Second-Lien Debt
CITIZENS REPUBLIC: Posts $292.9 Million Net Loss in 2010
CLAIRE'S STORES: Bank Debt Trades at 3% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 9% Off in Secondary Market
CMP SUSQUEHANNA: Bank Debt Trades at 2% Off in Secondary Market

COLLISION EXPRESS: Voluntary Chapter 11 Case Summary
CONSUMER PRODUCTS: Involuntary Chapter 11 Case Summary
CREST BUDGET: Files for Bankruptcy Over Lawsuit by Mortgage Holder
CREST BUDGET: Case Summary & 3 Largest Unsecured Creditors
CUMULUS MEDIA: Bank Debt Trades at 1% Off in Secondary Market

CUMULUS MEDIA: Short-Term Bonus Awards to Executives Approved
DBSD N.A.: Hearing on Rival Proposals Adjourned to March 15
DEERFIELD STATION: Case Summary & 9 Largest Unsecured Creditors
DENNY'S CORPORATION: Completes Re-Pricing of Credit Facility
DEVELOPERS DIVERSIFIED: S&P Assigns 'BB+' Rating to Senior Notes

DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
DYNEGY INC: D. Biegler Appointed as Interim President and CEO
E*TRADE FINANCIAL: Moody's Upgrades Issuer Rating to 'B2'
EASTMAN KODAK: Moody's Cuts LT Rating to Caa1; Outlook Negative

EASTON-BELL SPORTS: Reports $8.12-Mil. Net Income in Fiscal 2011
EASTSIDE DEVELOPMENT: Voluntary Chapter 11 Case Summary
EIGER, LLC: Files for Chapter 11 Bankruptcy Protection
EIGER, LLC: Case Summary & 19 Largest Unsecured Creditors
ESQUIRE MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors

FAIRVIEW MINISTRIES: Wants Consolidation of 5 Cases
FENTURA FINANCIAL: Amendments to 1996 Stock Option Plan Okayed
FIRST SECURITY: John Haddock Has $190,000 Annual Base Salary
FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
FN BUILDING: Owner Files Payment Plan

FORD MOTOR: February Retail Sales Climbed 23% Versus a Year Ago
GATEHOUSE MEDIA: Incurs $26.64 Million Net Loss in 2010
GRAY TELEVISION: Reports $21.86MM Net Income in Fourth Quarter
GENERAL GROWTH: NY Comptroller Defends $12-Mil. Cure Claim
GENERAL GROWTH: Whalers Village Gets $80-Mil. Refinancing

GENERAL MOTORS: Judge Says He Will Confirm Old GM Plan
GENERAL MOTORS: Parties Oppose Approval of Trust Settlement
GENERAL MOTORS: Town of Salina Objects to $28-Mil. Settlement
GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating
GOLDEN GATE: Faces Chapter 11 Bankruptcy, Must Raise Funding

GREAT ATLANTIC & PACIFIC: Landlords Blast Proposed Store Closures
GREAT ATLANTIC & PACIFIC: U.S. Trustee Balks at Incentive Plan
GREAT ATLANTIC & PACIFIC: US Trustee Opposes Trade Creditors Panel
GREAT ATLANTIC & PACIFIC: Commences Suit vs. Local Union No. 863
HERITAGE CRYSTAL: Case Summary & 8 Largest Unsecured Creditors

HIRAM SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
HOA RESTAURANT: S&P Assigns Corporate Credit Rating at 'B'
HOVNANIAN ENTERPRISES: Incurs $64.14-Mil. Net Loss in 1st Qtr.
HUNTINGTON INGALLS: Fitch Expects to Assigns 'BB' Issuer Rating
HUNTSMAN INTERNATIONAL: S&P Assigns 'BB-' Rating to $650 Mil. Loan

IEMR RESOURCES: Unable to File Audited Annual Financial Statements
INT'L STORYTELLING: May Get Funding From Former Hornets Owner
IRH VINTAGE: Park Project Makes Second Stab at Plan Approval
KENNETH STARR: Judge Hands Down 7-Year Prison Sentence
KING PHARMACEUTICALS: Moody's Withdraws 'Ba3' Corp. Family Rating

KLAMATH FALLS: S&P Raises Rating on Hospital Bonds From 'BB+'
LACK'S STORES: Judge OKs Austin Property Sale for $3.1-Mil.
LEHMAN BROTHERS: Bank of Nova Scotia Allowed to Foreclose
LEHMAN BROTHERS: Committee Opposes Fidelity's Motion to Compel
LEHMAN BROTHERS: Wins Approval to Elevate Interests in Mach Gen

LONGYEAR PROPERTIES: Plan Filing Period Extended to April 20
LONGYEAR PROPERTIES: Court Sets March 31 General Bar Date
LONGYEAR PROPERTIES: Can Employ Hammond as Real Estate Broker
LONGYEAR PROPERTIES: Condo Trust Seeks Review of Stay Relief Order
MAJESTIC STAR: IRS Objects to Reorganization Plan

MARKIA TOLZ: Charged in Florida with Wire Fraud
MASCO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'
MBI DEVELOPMENT: Case Summary & Largest Unsecured Creditor
MEDICAL CAPITAL: Court Establishes May 1 Claims Bar Date
MESA AIR: Pilots Began Negotiations With Management

METROPCS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B+'
MID-AMERICAN PRODUCTS: Has Deal for Going Concern Sale of Assets
MIDCONTINENT COMMUNICATION: Refinancing Won't Move Moody's Rating
MIRAMAR REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
MISSION TOWERS: Amends Sale for Transfer to Union Bk. Designee

MORGANS HOTEL: Incurs $83.07 Million Net Loss in 2010
MWM CARVER: Case Summary & 20 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: To Webcast Q1 Results on Wednesday
NEC HOLDINGS: Sues Linde for $5.7 Million in Cleanup Costs
NEOMEDIA TECHNOLOGIES: Appoints Sarah Fay to Board of Directors

NEW ORLEANS SEWERAGE: S&P Affirms 'BB' Rating on Bonds
NEXAIRA WIRELESS: Issues 2.5MM Shares to Settle $250,000 Debt
NIELSEN CO: S&P Raises Corporate Credit Rating to 'BB-'
NO FEAR: Court Extends Filing of Schedules Until March 28
NO FEAR: Gets Interim Nod to Use Credit Cash NJ's Cash Collateral

NO FEAR: Section 341(a) Meeting Scheduled for April 5
NPS PHARMACEUTICALS: Completes Patient Randomization in REPLACE
NUVILEX INC: Appoints Gerald Crabtree as Chief Operating Officer
O'CHARLEY'S INC: Moody's Gives Negative Outlook; Keeps B2 Ratings
ORLEANS HOMEBUILDERS: Judges Approves First American Claims Merger

OXIGENE INC: Common Stock to Trade on The NASDAQ Capital Market
PREMIER ENTERTAINMENT: No Prepayment Penalty Owed to Noteholders
PALM HARBOR: Cavco-Third Avenue Joint Venture Wins Auction
PERRY ELLIS: Moody's Upgrades Corporate Family Rating to 'B1'
PHOENIX REALTY: Case Converted to Chapter 7 Liquidation

PORTER PLACE: Case Summary & 9 Largest Unsecured Creditors
Q PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
RALPH DEVITA: Chapter 11 Filing Blocks Online Auction
RASER TECHNOLOGIES: Plans to Explore Strategic Alternatives
RITE AID: Regains Compliance With NYSE's Listing Requirement

RIO RANCHO: Voluntary Chapter 11 Case Summary
RIVER ROAD: Och-Ziff Unit Bids $53 Million for Chicago Hotel
RL CARTER: Case Converted to Chapter 7; Operations Halt
ROBB & STUCKY: Court OKs Procedures for Sale of Assets
RPM FINANCIAL: Case Summary & 14 Largest Unsecured Creditors

RUGGED BEAR: Owner of 3 Malls Object to Liquidation Sales
SECURUS TECHNOLOGIES: Moody's Gives Pos. Outlook; Keeps B3 Rating
SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating
SERRON INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
SERVICE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba2'

SIGULER GUFF: Drops Lawsuit Against Former Distressed-Debt Head
STIRLING INT'L: Sotheby's in Chapter 11 to Resolve Leases
STATEWIDE INC: Penguin Windows Plans to Continue Operations
SUNTRUST BANKS: Fitch Affirms 'C' Individual Rating; Outlook Pos.
SURF CITY: To Sell Remaining Slips While in Chapter 11

T3 MOTION: Granted $2.50 Million Promissory Note
TAYLOR BEAN: Former Chairman Drops Deutsche Bank Subpoena
TH BROADWAY: Case Summary & Largest Unsecured Creditor
TH PROPERTIES: U.S. Trustee Tosses Out Chapter 7 Conversion Plea
THOMPSON PUBLISHING: Plan Gives 20% Recovery to Unsecureds

TMST INC: Moody's Withdraws 'C' Rating to Senior Unsec. Debt
TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
TRICO MARINE: Announces Restructuring Support Agreement
ULTIMATE ESCAPES: Court Approves Sale of Belize Assets to Friedman
UNISYS CORP: Closes Sale of $2.25MM Shares of Preferred Stock

UTSTARCOM INC: Employment Agreement with CEO Jack Lu Approved
VALLEJO, CA: Retirees Suggest Giving Up Fire Station to Bank
VERENIUM CORP: C. Riva to Retire, J. Levine to be Promoted to CEO
VERENIUM CORP: Incurs $3.30 Million Net Loss in Fourth Quarter
VILLAGE PLAZA: Case Summary & 3 Largest Unsecured Creditors

VITESSE SEMICONDUCTOR: Common Shares Trade on NASDAQ Global
VITRO SAB: Incurs US$58-Mil Consolidated Net Loss for 4Q 2010
VITRO SAB: Judge Sets March 31 Hearing, Urges Agreement
WAGNER DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
WAIWAI NUI: Case Summary & 2 Largest Unsecured Creditors

WARNER CHILCOTT: Moody's Assigns 'Ba3' Rating to Senior Notes
WELLINGTON PLACE: Case Summary & 6 Largest Unsecured Creditors
WHIRLPOOL CORP: Moody's Gives Pos. Outlook; Keeps (P)Ba1 Rating
WORLD INDUSTRIAL: Voluntary Chapter 11 Case Summary
YMCA OF MCHENRY: Judge Approves $1.65 Million Sale to Metropolitan

* Global Corporate Default Tally Still at Three In 2011
* Moody's Says U.S. Corporate Default Rate Fell in January
* Equifax Says Small Biz Bankruptcies Dropped for 6th Straight Qtr

* Francisco Partners Closes $2-Bil. Middle-Market Technology Fund
* Jefferies and MassMutual Increase Commitments to Joint Venture
* Thompson & Knight Adds Philip Kessler to Direct NY Office

* BOND PRICING -- For Week From Feb. 28 to March 4, 2011

                            *********

AES THAMES: Section 341 Meeting Scheduled for Today
---------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in AES Thames, L.L.C.'s Chapter 11 case today, March 7, 2011, at
10:00 a.m.  The meeting will be held at the US Bankruptcy Court,
844 King Street, Room 5209, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the 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.

The Debtor is represented by:

     Adam G. Landis, Esq.
     Landis Rath & Cobb LLP
     919 Market Street, Suite 1800
     Wilmington, DE 19801

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection on
February 1, 2011 (Bankr. D. Del. Case No. 11-10334).   The
increased cost of energy production and the "uneconomic and
onerous provisions" of a steam sale agreement with Smurfit-Stone's
predecessor led AES Thames to seek bankruptcy protection.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.


AHERN RENTAL: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
Ahern Rental Inc., including the 'D' corporate credit rating,
following the company's filing of Form 1515D suspending filing of
financial statements with the SEC.

On Feb. 15, 2011, Ahern had elected not to make an interest
payment on its notes.  This default resulted in S&P's rating
action on Feb. 16, in which S&P lowered its ratings on the company
to 'D'.


AIRPARK VILLAGE: Bankruptcy Filing Stays Foreclosure Action
-----------------------------------------------------------
According to the Northern Colorado Business Report, the
foreclosure sale set for March 2 for the Airpark Village property
has been cancelled due to owner Airpark Village LLC's bankruptcy
filing.  Lender Mile High Banks, owed $5,449,000 for a loan,
sought the foreclosure.

The report relates that according to Debbie Morgan, Larimer County
Public Trustee, the bankruptcy court has to order a relief from
stay before the sale process can continue.

The NCBR discloses that the Debtor, controlled by Denver-based
developer Lloyd Goff, bought the former Fort Collins Downtown
Airpark over six years ago with plans to develop a 150-acre mixed-
use community anchored by a high-tech research park.  However, no
redevelopment has occurred at the site.

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

In its schedules, the Debtor disclosed $15,112,195 in assets and
$8,564,158 in liabilities.


ALLIED DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Allied Development Corp.
        555 Alverio St. Ext. Roosevelt
        San Juan, PR 00918

Bankruptcy Case No.: 11-01789

Chapter 11 Petition Date: March 2, 2011

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

Debtor's Counsel: Noemi Landrau Rivera, Esq.
                  LANDRAU RIVERA & ASSOCIATES
                  P.O. Box 270219
                  San Juan, PR 00927-0219
                  Tel: (787) 273-7949
                  Fax: (787) 793-1004
                  E-mail: landraulaw@prtc.net

Scheduled Assets: $1,602,259

Scheduled Debts: $1,031,810

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

The petition was signed by Irmgard Pagan Rivera, president.


AMERICAN EQUITIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: American Equities, LLC
        2131 W. Republic Rd., Suite 279
        Springfield, MO 65807

Bankruptcy Case No.: 11-60370

Chapter 11 Petition Date: March 2, 2011

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

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  LAW OFFICE OF M. BRENT HENDRIX
                  1909 E. Bennett St.
                  Springfield, MO 65804
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  E-mail: brenthendrix@sbcglobal.net

Scheduled Assets: $2,900,000

Scheduled Debts: $1,267,000

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

The petition was signed by Stephen Cope, member/manager.


AMERICAN SAFETY: Merrill Demands $4.9-Mil. from Energizer
---------------------------------------------------------
Merrill Lynch Capital Services, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to compel Energizer Holdings
Inc. to perform under its payment obligations under an asset
purchase agreement dated Oct. 8, 2010, entered into by American
Safety Razor Company, LLC, as seller, and Energizer as purchaser.

As reported in the Dec. 7, 2010 edition of the Troubled Company
Reporter, ASR completed the $301 million sale of its assets on
Nov. 23, 2010, to Energizer.

Merrill Lynch complains that pursuant to the APA, Energizer is
required to promptly pay a termination amount but has refused to
pay.  Merrill says the Bankruptcy Court should not to permit
Energizer to enjoy the benefits of its bargain while failing to
carry its obligations, at the expense of parties expressly
protected by the Court in the sale court order.

By the terms of the APA approved by the Court on Oct. 8, 2010,
Energizer assumed certain liabilities of American Safety, et al.,
including the termination amount owing to Merrill Lynch under the
swap agreement that Merrill Lynch and ASR entered into in 2007.
The Swap Agreement was terminated effective as of Aug. 5, 2010,
and under the terms of the Swap Agreement, the termination amount
owing to Merrill Lynch is $4,925,465.

Merrill Lynch and ASR were parties to an ISDA Master Agreement and
Schedule to the Master Agreement, dated Sept. 11, 2007, and trades
pursuant to the Master Agreement entered into on Aug. 26, 2008,
and amended on Sept. 4, 2008, Sept. 10, 2008, and Sept. 25, 2008.

After the Debtors' filed for bankruptcy, Merrill Lynch sent the
Debtors on Aug. 3, 2010, a letter designating an event of default
and early termination date in connection with all transactions
between Merrill Lynch and ASR under the Swap Agreement.  The
letter designated Aug. 5, 2010, as the early termination date for
transactions under the Swap Agreement.  The termination amount was
calculated as an aggregate of: (a) a market quotation of
$3,664,000, and (b) unpaid amounts owed to Merrill Lynch in the
amount of $1,261,465.

ASR was also a borrower under a certain credit agreement, dated as
of July 31, 2006, among ASR, RSA Holdings Corp. of Delaware, as
guarantor, ASR's subsidiaries party thereto, and the lenders,
including UBS Ag, Stamford Branch, as issuing bank, administrative
agent and collateral agent.  Affiliates of Merrill Lynch were
lenders under the first lien agreement from Sept. 11, 2007, to
May 1, 2008.

As closing of the APA neared, issues arose regarding whether the
termination amount would be paid from proceeds of the sale that
otherwise would have been paid to the second lien lenders.
Negotiations between the Debtors, agent, the second lien lenders,
Merrill Lynch and Energizer concerning how to deal with the issue
resulted in the execution of an escrow letter agreement between
the parties, dated Nov. 23, 2010.  Pursuant to the escrow letter,
ASR deposited $5,004,947 into a Wells Fargo Commercial Bank
account in order to set aside sufficient funds to cover full
payment of the termination amount pending a resolution of whether
the termination amount should be paid from that portion of the
sale proceeds.

While Merrill Lynch negotiated regarding a release of the escrowed
funds, the parties failed to reach a resolution that would
adequately protect Merrill Lynch's rights under the APA.

                         Energizer Objects

Energizer objects to Merrill Lynch's request, explaining taht it
has delivered sale proceeds to the Debtors sufficient to: (i)
fully satisfy the Debtors' allowed administrative expenses, (ii)
fully satisfy all of the Debtors' first-lien indebtedness, and
(iii) provide a meaningful recovery to holders of the Debtors'
second-lien indebtedness.  "Now, Merrill Lynch wants more.
Merrill Lynch seeks to hold Energizer responsible for additional
liabilities of more than $5 million that Energizer did not agree
to pay," Energizer stated.

According to Energizer, the APA clearly states that Energizer
didn't assume liabilities of the seller in respect of indebtedness
arising prior to the Petition Date.  Merrill Lynch initially
sought to prove that the Swap Agreement was entitled to be paid
from the sale proceeds as first-lien indebtedness, but
subsequently acknowledged that it wasn't able to locate the letter
agreement that should have been executed between the first lien
agent and Merrill Lynch to perfect Merrill Lynch's status as a
holder of first-lien indebtedness, Energizer says.  "Having failed
to substantiate initial assertions that its debt was secured as
first-lien indebtedness, Merrill Lynch now wants Energizer to make
it 'whole'.  To do so, Merrill Lynch now argues that the Swap
Agreement is an assumed liability under the APA," Energizer
claimed.

Energizer said, "If the Merrill Lynch claim were a secured
obligation under the First-Lien Credit Agreement, such claim would
have been paid in full form cash considerations paid by Energizer
to the Debtors pursuant to the APA, and the $5,004,947 escrowed
funds segregated for Merrill Lynch at closing.  But, it was not a
secured obligation.  For the reasons set forth herein, it was not
an assumed liability either."

According to Energizer, Merrill Lynch says that it conducted a
search of its records but was unsuccessful in locating an executed
letter agreement to substantiate its secured party status, and
thus Merrill doesn't oppose release of the escrowed funds.
Merrill negotiated with Energizer and the Second Lien Lenders in
an effort to reach a stipulation regarding a release of the funds.
However, Merrill Lynch failed to obtain assurances from Energizer
that Energizer wouldn't seek to use the fact of Merrill Lynch's
release of the escrowed funds to challenge Merrill Lynch's right
to recover the termination amount, Energizer points out.

Merrill Lynch doesn't object per se to a release of the escrowed
funds, so long as no party-in-interest, including Energizer, is
permitted to take the position that in agreeing to release the
escrowed funds, Merrill Lynch has somehow forfeited or otherwise
negatively impacted its right to be paid the termination amount.

                            Hearing Date

The Court has set a hearing for March 10, 2011, at 2:00 p.m.
Eastern Time, on Merrill Lynch's motion.

Merrill Lynch is represented by Potter Anderson & Corroon LLP and
Kaye Scholer LLP.

Energizer is represented by Richards, Layton & Finger, P.A., and
Bryan Cave LLP.

                    About American Safety Razor

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety, along with affiliates, sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark
J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the investment banker and Kurtzman
Carson Consultants LLC is the claims and notice agent.

At Dec. 31, 2010, the Debtor's balance sheet showed $10.2 million
in total assets, $8.5 million in total liabilities, and
stockholders' equity of $1.7 million.


AMR CORP: February Traffic Increased 2.2% Versus Last year
----------------------------------------------------------
American Airlines reported that its February traffic increased
2.2% versus the same period last year.  Capacity increased 3.1%
year over year, resulting in a load factor of 74.8%, 0.7 points
lower than the same period last year.  International traffic
increased by 6.0% relative to last year on a capacity increase of
8.5%.  Domestic traffic was consistent year over year on 0.2% less
capacity.
American boarded 6.0 million passengers in February.

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

               http://ResearchArchives.com/t/s?746a

                       About AMR Corporation

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

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

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

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

                          *     *     *

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

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


AMR CORP: Presented at J.P. Morgan Conference on March 1
--------------------------------------------------------
Beverly Goulet, vice president of Corporate Development and
treasurer of American Airlines, Inc., a subsidiary of AMR
Corporation, spoke at the J.P. Morgan High Yield & Leveraged
Finance Conference on Tuesday, March 1, 2011.  Ms. Goulet's
presentation focused on AMR's recent financial performance and the
outlook for the future.

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

             http://ResearchArchives.com/t/s?7462

                       About AMR Corporation

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

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

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

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

                           *     *     *

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

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


ANGIOTECH PHARMACEUTICALS: Extends Offer to  Exchange Notes
-----------------------------------------------------------
Angiotech Pharmaceuticals, Inc. has extended its offer to exchange
new senior floating rate notes due 2013 for all of its outstanding
Senior Floating Rate Notes due 2013 to 11:59 p.m. New York City
time on March 30, 2011.  The Exchange Offer was originally
scheduled to expire at 11:59 p.m.  New York City time on March 17,
2011.

The Company also announced that in connection with the previously
announced Sixth Agreement to Amend the Floating Rate Note Support
Agreement it delivered a supplement to the Offering Memorandum and
Consent Solicitation Statement, dated Feb. 10, 2011, to holders of
the Existing Floating Rate Notes.  Pursuant to the terms of the
Sixth Amendment, the Supplement amends certain provisions of the
Offering Memorandum to provide that: (i) the New Floating Rate
Notes will accrue interest at the London Interbank Offered Rate
("LIBOR") plus 3.75%, subject to a LIBOR floor of 1.25% and (ii)
certain covenants relating to asset sales and the definition of
asset sale will be modified in the indenture that governs the New
Floating Rate Notes.

As of the date of the Sixth Amendment, holders of approximately
89% of the aggregate principal amount outstanding of the Existing
Floating Rate Notes agreed to support the Exchange Offer and
tender their Existing Floating Rate Notes in connection therewith.

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

                 About Angiotech Pharmaceuticals

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

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

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

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

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


ARENA GARDEN: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Arena Garden LLC
        P.O. Box 81645
        Las Vegas, NV 89180

Bankruptcy Case No.: 11-31957

Chapter 11 Petition Date: March 1, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $5,063,145

Scheduled Debts: $4,322,566

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-31957.pdf

The petition was signed by Simon Luk, president.


ATAKA TAKA: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Shane Dixon Kavanaugh at Crain's New York Business reports that
Ataka Taka Taka Inc., the company that operates Park Slope Eatery,
in Brooklyn, was forced to file for Chapter 11 bankruptcy, dealing
another blow to the affluent brownstone neighborhood's second-
largest commercial strip.

The Company, according to the report, owes nearly $95,000 to 18
creditors.

Crain's New York Business recounts that on Feb. 22, 2011, Park
Slope Eatery received a restaurant inspection score of 107 and had
19 violations, 12 of them deemed "critical," according to the
health department.  The restaurant's letter grade is still
pending, but in the inspection world, higher scores indicate more
woes.

Only 16% of restaurants inspected between February 2010 and
Jan. 31, 2011, had an inspection score higher than 28, according
to health department statistics, Crain's discloses.

Ataka Taka Taka, Inc., operates a gourmet cafe on Seventh Avenue
and Fourth Street in Brooklyn.  It filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 11-41648) on March 2, 2011.
The Debtor estimated assets of $100,000 to $500,000 and debts of
$50,000 to $100,000 as of the Chapter 11 filing.

The Debtor is represented in the Chapter 11 case by:

      Edward Alper
      THE LAW OFFICES OF EDWARD ALPER
      469 Seventh Avenue
      4th Floor
      New York, NY 10018
      Tel: (212) 359-9386


ATLANTIC BROADBAND: Refinancing Won't Affect Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service said Atlantic Broadband Finance, LLC's
refinancing (repricing and extension) of its $555 million senior
secured Term Loan B (reduced by a $20 million pay-down that
occurred in the fourth quarter of 2010) does not affect the
company's ratings, including the B1 Corporate Family Rating, B1
Probability of Default Rating, Ba3 senior secured (1st lien) bank
debt ratings, B3 senior subordinated debt rating and SGL-2
Speculative Grade Liquidity Rating.  The rating outlook remains
stable.  The company is expected to realize modest reductions in
cash interest expense and related improvements in free cash flow
generation and overall liquidity by bringing the pricing on its
recent (November 2010) refinancing in line with current market
rates and extending maturities of its term debt (to 2016 from
2015), albeit not by a meaningful enough amount to impact ratings.
There are no changes to the company's $25 million Revolver.  LGD
point estimates have been revised to reflect the slightly modified
mix of debt capital.

The last rating action for Atlantic Broadband was on November 8,
2010, when Moody's assigned Ba3 (LGD-3, 40%) ratings to the
company's $600 million of senior secured bank credit facilites,
which at the time consisted of a $575 million Term Loan B due 2015
and a $25 million Revolver due 2014.

Headquartered in Quincy, Massachusetts, Atlantic Broadband
Finance, LLC, is a multiple system operator serving approximately
269 thousand basic cable subscribers (approximately 204 thousand
equivalent basic units accounting for multiple dwelling unit bulk
subscriptions) across Western Pennsylvania, Maryland, Delaware,
Miami Beach and South Carolina.  The company was formed in August
2003 from Charter Communications' divestiture of certain cable
assets to private equity sponsors ABRY Partners, Oak Hill Capital
Partners, and management.  Since this time, the company has grown
its subscriber base and product offerings both organically and
through acquisitions.  The company's revenues were approximately
$314 million for the last twelve months ended September 30, 2010.


AVENUE SHOPPES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Avenue Shoppes LLC
        P.O. Box 729
        Windermere, FL 34786

Bankruptcy Case No.: 11-02836

Chapter 11 Petition Date: March 1, 2011

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

Debtors' Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

Scheduled Assets: $1,461,101

Scheduled Debts: $8,079,806

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-02836.pdf

The petition was signed by Abdul Mathin, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
International Shoppes, LLC             10-18809   10/22/10


BABY TREND: ITC Pursuing Patent Case Filed by Graco Children
------------------------------------------------------------
The Blog of LegalTimes reports that the International Trade
Commission voted to move forward with a patent infringement case
brought by baby products giant Graco Children's Products Inc.,
which claims a California company is copying its designs for
strollers and play pens.

According to the report, five patents are at issue in the dispute
-- one for a device that prevents a baby from falling out of a
stroller, two covering mechanisms that allow an infant car seat
to be mounted and secured to a stroller, one for stroller frame
design and one for a method of concealing playpen legs and
securing the floorboard.

The report says Graco Children's, represented by Thomas Shunk,
Esq., David Kitchen, Esq., A. Neal Seth, Esq., and William
Bergmann of Baker & Hostetler, asserts that Ontario, California-
based Baby Trend Inc. is importing infringing products from China
and selling them in stores such as Wal-Mart, Target and Babies R'
Us.

LegalTimes notes that Baby Trend, which has annual sales of $42 to
$49 million, is in Chapter 11 bankruptcy.  The privately-held
company was hit with a judgment in 2009 of more than $8 million
after a jury found that it wrongfully terminated a former
employee.

The employee, Robert Gardner, went on to found his own baby gear
company, Joovy Holding Co., and sued Baby Trend for patent
infringement in U.S. District Court for the Northern District of
Texas.  At issue: a licensed patent for a stroller in which one
child sits and another stands on a rear platform.  The U.S. Patent
& Trademark Office subsequently found the underlying patent
invalid, notes the report.

The report adds that Baby Trend faces another IP complaint as well
-- last month, Kids II Inc. alleged in the bankruptcy case that
the company infringed and diluted the trade dress for its baby
bouncers.

J. Rick Tache, Esq., a partner at Phoenix-based Snell & Wilmer's
Orange County, California, represents Baby Trend.

Based in Ontario, California, Baby Trend Inc. filed for Chapter 11
bankruptcy protection  (Bankr. C.D. Calif. Case No. 09-34090) on
Oct. 9, 2009.  Judge Sheri Bluebond presides over the case.
Michael B. Reynolds, Esq., at Snell & Wilmer LLP, represents the
Debtor.  In its petition, the Debtor estimated both assets and
debts of between $10 million and $50 million.


BALTIMORE & CHARLES: Court Confirms Plan of Liquidation
-------------------------------------------------------
A century ago, the commercial district of Baltimore saw its newest
gem, the headquarters of the Baltimore & Ohio Railroad at 2 North
Charles Street, open to great fanfare as a symbol of the grandeur
of what was then the city's most important business.

By the turn of the century, the B&O Railroad was an integral part
of the port city's economy. According to the National Park
Service, the railroad brought extraordinary wealth to the city and
some of its most famous citizens -- including philanthropists
George Peabody and Johns Hopkins.

More than 100 years later, after a bankruptcy resulting from cash
flow problems relating to a $60 million renovation and the sudden
death of tits developer, the once grand building has a chance at
new life.

U.S. Bankruptcy Judge Robert Gordon has ruled in favor of
confirmation of the Baltimore & Charles Associates, LLC's proposed
Plan of Liquidation, after a hearing to consider confirmation of
the Plan on Feb. 25, 2011.

As a result, upon entry of the court order, the Debtor can file to
convert its B&O building in Baltimore into three separate parcels
that would permit it to sell the hotel portion of the 2 North
Charles Street location to an affiliate of Kimpton Hotels for
approximately $33,000 and to sell the remaining office and retail
spaces to an affiliate of Kenwood, for another approximately
$1.3 million.  This assures the Hotel Monaco will remain and
continue to thrive at its current location, assures that the
office and retail space will continued to be maintained by a
quality commercial property manager and permits the Debtor to
maximize value for the benefit of its creditors while preserving
the building's rich architecture and history and historic tax
credit structure.

The Debtor was represented by Lawrence Yumkas of the Annapolis
based law firm of Logan, Yumkas, Vidmar & Sweeney, LLC.

                    About Baltimore and Charles

Baltimore and Charles Associates LLC is the owner and developer of
B&O building in Baltimore.  The building was the former
headquarters of the Baltimore and Ohio Railroad but was later
renovated to a hotel, the boutique Hotel Monaco.  Baltimore and
Charles only owns the building and does not own or operate the
hotel.

Baltimore and Charles Associates filed for Chapter 11 protection
in the U.S. Bankruptcy Court in Baltimore on July 12, 2010.
Attorneys at Logan, Yumkas, Vidmar & Sweeney LLC of Annapolis
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
more than $62 million in debts in its Chapter 11 petition.

The filing came a day before the Company was due in court to
defend itself from several contractors seeking $630,000 in unpaid
wages on the hotel project.


BDS AND SON: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BDS and Son, LLC
        3509 E. Harmon Avenue
        Las Vegas, NV 89121

Bankruptcy Case No.: 11-12905

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Arun Gupta, Esq.
                  GUPTA LAW FIRM, LLC
                  800 N. Rainbow Boulevard, #208
                  Las Vegas, NV 89107
                  Tel: (702) 493-1059
                  Fax: (702) 543-3937
                  E-mail: attorney@theguptalawfirm.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/nvb11-12905.pdf

The petition was signed by Navneet N. Sharda, managing member.


BERNARD L MADOFF: Banks Object to Trustee's Confidentiality Plan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase Bank NA, HSBC Bank USA NA, Citigroup
Global Markets Ltd. and UBS AG were among the financial
institutions filing papers in opposition to the new
confidentiality arrangement proposed by the trustee for Bernard L.
Madoff Investment Securities Inc.

The report relates that the Madoff trustee's proposal, if approved
by the bankruptcy court at a March 16 hearing, would create one
confidentiality regime to cover all documents and deposition
transcripts used in the more than 1,000 lawsuits the trustee has
filed against 4,000 defendants.

The financial institutions, Mr. Rochelle relates, object,
contending the new arrangement would improperly supersede
confidentiality agreements already in place for individual
parties.  They also contend confidential information divulged to
the trustee by one bank could be disclosed to another bank in
another lawsuit.  JPMorgan says the arrangement would enable the
trustee to disclose its secret anti money-laundering and risk-
assessment policies to virtually every major financial institution
in the world.

                      About Bernard L. Madoff

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

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

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

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

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

As of Feb. 18, 2011, a total of US$6.85 billion in claims by
investors has been allowed, with US$791.1 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: Appeals Court Hears Phony Profits Dispute
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Bernard L. Madoff Investment Securities
Inc. are likely to have their claims measured by the amount of
cash put in less the amount taken out, judging by comments from
three judges on an appeals court panel in oral arguments March 3.

Madoff customers were appealing U.S. Bankruptcy Judge Burton R.
Lifland's March 2010 ruling that account statements showing their
stock holdings had to be ignored because they were wholly
fictitious.  Judge Lifland authorized an appeal directly to the
U.S. Court of Appeals in Manhattan, given the issue's importance
in the liquidation of the largest-ever Ponzi scheme.

According to Mr. Rochelle, based on the method authorized by Judge
Lifland, customers' claims will total about $20 billion, Josephine
Wang, general counsel for the Securities Investor Protection
Corp., told the circuit court judges.  If customers are allowed to
make claims for fictitious profits, their claims would total
$64 billion, she said.  The SIPC is responsible for financing the
Madoff liquidation.

Customers argued to the three circuit judges that their claims
should be based on the net equity shown on the last account
statement, which would include profits that never existed.  Judge
Lifland ruled against the customers, saying that the account
statements were wholly fictitious because no stocks were ever
purchased.  To pay customers who sought to take money out, Mr.
Madoff used other people's money.

Although the appellate judges asked some questions critical of the
trustee's position, they were more skeptical about the customers'
arguments. U.S. Circuit Judge Reena Raggi said that the theory
espoused by customers laying claim to fictitious profits would
yield "absurd results."

According to Mr. Rochelle, Chief Circuit Judge Dennis Jacobs
questioned the logic in basing claims on fiction because there was
"nothing there" when the liquidation began.  Judge Jacobs also
said a customer's "legitimate expectations do not necessarily
control."  Judge Raggi distinguished cases where a broker failed
to make a trade a customer requested.  In the Madoff case, the
customers placed no orders because Madoff was supposedly deciding
how to invest.  At another point, Judge Raggi said, "I don't know
how you would have a claim" for profits that never really existed.

Mr. Rochelle relates that the third circuit judge on the panel,
Pierre N. Leval, said to a lawyer for customers that the account
statements were "figments of the imagination" and thus didn't
constitute bona fide business records.  Judge Jacobs pursued the
same thought, saying the customers want a payout for "whatever
amount Madoff dreamed up chewing on his pencil."

The judges, Mr. Rochelle points out, noted that Mr. Madoff picked
stocks days or weeks later, backdating the purported trade dates
so there would be an assured profit.  No stocks were ever
purchased.  Judge Raggi said "these customers were never at risk
because they were never in the market."

Mr. Rochelle also notes that the judges pointed out that Judge
Lifland's decision was in accord with a recent opinion by the
appeals court in a case called New Times.  None of the court's
prior decisions involved a Ponzi scheme, Judge Raggi noted.

According to the report, Helen Davis Chaitman, one of the lawyers
for customers, said the SIPC developed the theory on allowable
claims to save $1 billion. The fund administered by SIPC has paid
out $700 million based on the trustee's theory about proper
claims.  Customers are entitled to receive as much as $500,000 for
each claim paid by the SIPC fund.

David J. Sheehan, Esq., a lawyer for the Madoff trustee, said
customers eventually may receive something on account of
fictitious profits, if the trustee recovers enough in lawsuits
against third parties who were responsible for helping Mr. Madoff
perpetuate the fraud.

Former New York Governor Mario Cuomo -- who was named by Judge
Lifland to mediate in the Madoff trustee's lawsuit seeking to
recover $1 billion from Fred Wilpon, his business associates and
friends -- attended the argument.  The defendants include
companies that own the New York Mets professional baseball team.
Mr. Wilpon's lawyer, Karen E. Wagner of Davis Polk & Wardwell LLP,
argued March 3 for customers.

The bankruptcy judge, Mr. Rochelle relates, hasn't yet decided
whether customers who invested with Mr. Madoff for years should
have their claims adjusted in some manner for the time value of
money.  Judge Lifland will deal with the interest question once
the circuit court decides the appeal.

The third parties being sued by the Madoff trustee include
JPMorgan Chase & Co., which is being sued for $6.4 billion.

The appeal is In re Bernard L. Madoff Investment Securities,
10-2378, U.S. 2nd Circuit Court of Appeals (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

As of Feb. 18, 2011, a total of US$6.85 billion in claims by
investors has been allowed, with US$791.1 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BRIAR RIDGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Briar Ridge Courty Club, Unit 16, LLC
        1404 Muirfield Drive
        Schererville, IN 46375

Bankruptcy Case No.: 11-20666

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Andrew J. Kopko, Esq.
                  LAW OFFICE OF KEVIN W. SCHMIDT P.C.
                  370 West 80th Place
                  Merrillville, IN 46410
                  Tel: (219) 756-0555
                  E-mail: ajkopko@kmslawoffice.net

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

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

The petition was signed by Timothy M. Rueth, solely authorized
manager/owner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Briar Ridge                        Property Owners Dues   $150,000
Country Club P.O.A.
123 Country Club Drive
Schereville, IN 46375

Crown Metal Fabricators            Trade Debt              $55,000
P.O. Box 179
Crown Point, IN 46308

Asphalt Service                    Trade Debt              $50,000
616 W. Avenue H
Griffith, IN 46319

NA Logan                           Trade Debt              $48,400

Hoeppner, Wagner & Evans           Trade Debt              $47,000

K & S Engineering                  Trade Debt              $23,873

Royce Equipment                    Trade Debt              $20,000

Lake County Treasurer              Government Property     $18,000
                                   Tax

Torrenga Surverying                Trade Debt              $15,500

Torrenga Engineering               Trade Debt              $10,500

Lambert Concrete                   Trade Debt               $9,935

T & K Masonry                      Trade Debt               $7,200

Bloomquist Excavating              Trade Debt               $4,200

Land Tech Engineering              Trade Debt               $3,000

Town of Dyer                       Government Contract      $2,974
                                   Storm

Lazarian Financial Services        Trade Debt               $2,523

Cedar Rustic Fence                 Trade Debt               $2,495

Kretz Equipment                    Trade Debt               $2,250

Frank's Equipment                  Trade Debt                 $447

NIPSCO                             Trade Debt                 $200


BRIGHAM EXPLORATION: Reports $42.89 Million Net Income in 2010
--------------------------------------------------------------
Brigham Exploration Company filed its annual report on Form 10-K,
reporting net income of $42.89 million on $169.72 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $122.99 million on $70.34 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $1.08 billion
in total assets, $492.13 million in total liabilities and
$593.27 million in total stockholders' equity.

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

              http://ResearchArchives.com/t/s?7468

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

                         *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in September
2010 that while Brigham's recent results and 2010-11 drilling
program are positive and provide strong cash flow visibility, the
Company remains very small measured by production and proven
reserves.


C2AS, L.P.: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C2AS, L.P., a California Limited Partnership
        14549 Archwood Street, Suite 308
        Van Nuys, CA 91405

Bankruptcy Case No.: 11-12528

Chapter 11 Petition Date: March 1, 2011

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Victor A. Sahn, Esq.
                  SULMEYERKUPETZ
                  333 S Hope St., 35th Floor.
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520
                  E-mail: vsahn@sulmeyerlaw.com

Scheduled Assets: $1,145,050

Scheduled Debts: $28,674,244

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-12528.pdf

The petition was signed by Anna Doroshin, member.


CATALYST PAPER: Gets $4.7MM Federal Funding for Port Albeni Mill
----------------------------------------------------------------
Catalyst Paper announced $4.7 million in Federal funding approval
for a capital upgrade at its Port Alberni mill.  This will improve
the efficiency and reliability of biomass-based energy generation,
while further reducing greenhouse gas and other air emissions.
The project is funded entirely by the Pulp and Paper Green
Transformation Program credits, earned through production of black
liquor at the Crofton pulp operation in 2009.

The project was endorsed in letters of support from the Hupacasath
First Nation and the Tseshaht First Nation.

The project involves three upgrades to the main power boiler
(PB4): a new secondary air system, a larger "economizer" or heat-
exchange system, and a new gas monitoring system.  Due to time
requirements for component manufacture, work will not begin until
late in the year, but is expected to be completed during an
extended annual boiler maintenance shutdown planned for October.

"This is a multi-benefit project and a big step forward for the
Port Alberni operation," said Bob Lindstrom, vice-president,
supply chain, energy and information technology.  "Energy
efficiency tops the list of the returns we expect from it.  At the
same time, it will also reduce environmental impacts and deliver
bottom-line benefit from lower fuel consumption and operating and
maintenance costs."

Installation of larger and better-designed air nozzles will result
in more efficient boiler combustion and reduce fuel requirements,
improving operational reliability of the existing equipment.
Fewer economizer outages will reduce the need to use a back-up
natural gas boiler, and the greenhouse gas emissions associated
with it.

The combination of more efficient combustion and lower-temperature
gas exiting the boiler will reduce emissions of dioxins and other
substances associated with incomplete combustion.  And the new gas
monitoring system will provide ongoing feedback, which operators
will use to continually optimize the performance of the upgraded
boiler.

"I would like to congratulate the federal government for investing
in the pulp and paper industry in British Columbia.  The forest
industry is the number one industry in this country and Canada is
a leader in the world.  We want to keep it that way," said Port
Alberni Mayor Ken McRae.

The project requires no new environmental permitting.  The biomass
that fuels PB4 is made up mostly of waste wood or "hog fuel", and
is classified as a carbon-neutral fuel under international carbon
accounting protocols and widely accepted standards.  Port
Alberni's energy generation is also certified under the federal
EcoLogo program.

The PPGTP is a federal program designed to support innovative
projects with environmental and energy benefits in the Canadian
pulp and paper industry.  Catalyst qualified for $18 million in
PPGTP credits.

                       About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

The Company's balance sheet at Sept. 30, 2010, showed
C$1.73 billion in total assets, C$1.32 billion in total
liabilities, and stockholders' equity of C$406.2 million.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to 'Caa1' from 'B3'.  Catalyst's CFR
downgrade anticipates a marked deterioration in the company's
financial performance over the coming year, with significant
EBITDA erosion compared to 2009 levels and negative free cash flow
generation.

In May 2010, Standard & Poor's Ratings Services revised the
outlook on Catalyst to stable from negative.  S&P affirmed the
'CCC+' long-term corporate credit rating on the Company.  The
ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.


CATALYST PAPER: Energy Project to Displace 100,000 Tonnes of GHGs
-----------------------------------------------------------------
Catalyst Paper announced $13.3 million in Federal funding approval
of a new green-energy project at its Powell River mill that will
produce low-carbon electricity and be one of the cleanest waste
wood co-generation projects anywhere in Canada.  The project is
funded entirely by the Pulp and Paper Green Transformation Program
(PPGTP) credits, earned through production of black liquor at the
Crofton pulp operation in 2009.  The electricity will be certified
under the federal EcoLogo program.

The project will involve new waste-wood handling equipment, a sand
recycling system and other upgrades to an existing power boiler
(PB19), and installation of a steam condenser on the generator
(G12).  Work is underway and expected to be completed within
approximately 12 months.

"One of the great strengths at the Powell River operation is our
clean-burning power boiler.  Emissions and air-quality monitoring
demonstrate that," said Bob Lindstrom, vice-president, supply
chain, energy and information technology.  "Factor in our marine
access to waste-wood supplies, and our Powell River mill becomes
one of the most logical and low-impact places in Canada to
generate green energy from biomass."

The project is supported by the Sliammon First Nation, which has
signed a memorandum-of-understanding (MOU) with Catalyst in
connection with it.  The MOU includes provision for a Sliammon-
Catalyst Development Fund, commits Catalyst to informing the
Sliammon regarding fibre-supply opportunities, and envisions
longer-term collaboration relating to skills development.

"We have a good, ongoing working relationship with Catalyst.  This
MOU focuses on areas where we can gain benefits from stronger
collaboration that supports capacity building and employment for
band members.  Sliammon First Nation would like to be part of
positive developments within Catalyst," said Clint Williams, Chief
Counsellor, Sliammon First Nation.

Co-generation projects harness electricity-production
opportunities within existing industrial facilities and can
enhance their operational viability with modest capital investment
and little to no site disturbance or additional transmission
infrastructure.

Waste wood, mostly tree bark, is burned in PB19 to create steam
for both paper making and electricity generation.  Manufacturing-
related steam requirements were reduced when kraft pulp production
ended at Powell River in 2001.  The new steam condenser will allow
PB19 to once again be operated at capacity, and G12 electricity
generation double from 14-18 megawatts (MW) to a range of 32-36
MW.

Waste wood or biomass is classified as a carbon-neutral fuel under
international carbon accounting protocols and widely accepted
standards, and the project will therefore help achieve BC's
carbon-reduction and energy self-sufficiency goals.  The same
amount of fossil fuel-generated electricity would typically create
nearly 100,000 tonnes of greenhouse gas emissions each year,
equivalent to the operation of 25,000 cars.

"Green-energy generation has enabled us to reduce the carbon
footprint of our Canadian mills by more than 80 per cent since
1990," said Lindstrom.  "We are keen to leverage that expertise
more broadly.  This project creates a supplemental energy product
line, and that could translate into significant competitive
advantage in an industry that's under pretty severe pressure."

The project's impact on the mill's environmental performance has
been modelled and assessed, as required by the Canadian
Environmental Assessment Act.  The electricity from this project
will displace natural gas generated electricity for a net annual
reduction of 96,500 tonnes of carbon emissions.  Mill air
emissions are expected to remain within applicable permit levels
and the mill's carbon footprint will remain at an industry-leading
level of approximately 88 kg of CO2e/adt of production.

Installation of a recycling system will improve the use of sand
that is fed into the boiler bed to ensure combustion efficiency.
Rather than being trucked away for screening, as is now done, sand
will be screened and recycled on-site, reducing the total volume
of sand required.

The PPGTP is a federal program designed to support innovative
projects with environmental and energy benefits in the Canadian
paper industry.  Catalyst qualified for $18 million in PPGTP
credits.

                       About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

The Company's balance sheet at Sept. 30, 2010, showed
C$1.73 billion in total assets, C$1.32 billion in total
liabilities, and stockholders' equity of C$406.2 million.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to 'Caa1' from 'B3'.  Catalyst's CFR
downgrade anticipates a marked deterioration in the company's
financial performance over the coming year, with significant
EBITDA erosion compared to 2009 levels and negative free cash flow
generation.

In May 2010, Standard & Poor's Ratings Services revised the
outlook on Catalyst to stable from negative.  S&P affirmed the
'CCC+' long-term corporate credit rating on the Company.  The
ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.


CEDAR FUNDING: Unsecureds to Recover Up to 10% Under Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has confirmed the joint Chapter 11 plan of liquidation proposed by
R. Todd Neilson, the Chapter 11 trustee for the bankruptcy estates
of Cedar Funding, Inc., et al., and the Official Committee of
Unsecured Creditors.

The plan proponents amended the Plan three days prior to
confirmation hearing on Feb. 17, 2011.

According to the disclosure statement explaining the Plan, holders
of unsecured claims aggregating $146,000,000 are expected to
recover 5% to 10% of their allowed claims.  Holders of unsecured
claims classified as convenience claims -- expected to total
$700,000 -- will each receive a one-time payment of $2,000 and are
projected to recover 100 cents on the dollar.

The Plan states that each party seeking an award by the Court for
professional fees must file its final application for allowance of
compensation for services rendered and reimbursement of expenses
incurred through the Effective Date on or before the bar date.

On the effective date, all holders of claims against or interests
in the Debtors or the Estates that arose prior to the Effective
Date are permanently enjoined from taking legal action against the
Debtors or the Liquidating Debtors for the purpose of directly or
indirectly collecting, recovering, and receiving payment or
recovery with respect to any Claim or demand against the Debtors
or the Liquidating Debtors, except as provided by the Plan.

The Plan provides for the administration of estate assets after
confirmation by a manager proposed by the Creditors Committee, who
will replace the Chapter 11 trustee as the responsible party for
the Liquidating Debtors.  The Plan contemplates the liquidation of
all estate assets for the benefit of the holders of allowed
claims.

                      About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition on May 26, 2008 (Bankr.
N.D. Calif. Case No. 08-52709) due to the collapse of its Ponzi
scheme.  Cedar Funding accepted many millions of dollars from
hundreds of individuals who believed they were acquiring
fractional interests in loans that were secured by real property.
Many more invested with CFI through a related entity, Cedar
Funding Mortgage Fund LLP, that acquired fractional interests in
the name of the Fund.  CFI failed to record assignments of its
deeds of trust that would have provided security interests to most
of its investors, including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents Mr. Neilson.  The Debtor estimated assets of
less than $50,000 and debts of $100 million to $500 million in its
Chapter 11 petition.


CHAMPION ENTERPRISES: Creditors Seek to Convert Case to Chapter 7
-----------------------------------------------------------------
BankruptcyData.com reports that the official committee of
unsecured creditors filed an objection with the U.S. Bankruptcy
Court seeking to convert the Champion Enterprises' case to a
Chapter 7.

According to BData, the objection stated that when the Court
approved the sale of substantially all of the debtor's assets the
debtors "pushed for a plan that would transfer the remaining
estate assets to a creditor trust that would be liquidated by a
creditor trustee for the benefit of unsecured creditors."

The Creditors Committee originally supported the Plan because it
believed the creditor trust would be funded with avoidance action
proceeds and other liquidation claims.  But recently they have
realized that aside from the committee lawsuit the debtor's estate
has very few claims to transfer to the Creditor's Trust for the
Creditor's Trust's prosecution and liquidation resulting in the
Trust being underfunded at least until it receives a recovery from
a committee lawsuit.  In light of the potential lack of funding
for the Creditor Trust, the committee believes the case should be
converted to a Chapter 7 Liquidation.

A hearing on the matter is scheduled for March 7, 2011.

                     About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on November 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.


CIT GROUP: Repays $500 Million in Second-Lien Debt
--------------------------------------------------
American Bankruptcy Institute reports that CIT Group Inc. said
that it plans to repay $500 million of its 7 percent Series A
second-lien notes, maturing in 2013.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets. It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

DBRS, Inc., said in February 2011, that the ratings of CIT Group,
including its Issuer Rating of B (high), remain unchanged
following the Company's announcement of financial results for 4Q10
and for full year 2010.  The trend on all long-term ratings is
Positive, while the trend on the short-term ratings is Stable.

CIT Group carries a 'B3' corporate family rating, with 'stable'
outlook, from Moody's Investors Service.  Moody's said in August
2010 that CIT's 'B3' CFR is based on the company's improved debt
maturity profile and capital position after its 2009
reorganization, as well as its positive operating performance and
its progress re-establishing access to certain funding sources
since emerging from bankruptcy.

CIT has a 'B+/Positive/B' counterparty credit rating from Standard
& Poor's Ratings Services.


CITIZENS REPUBLIC: Posts $292.9 Million Net Loss in 2010
--------------------------------------------------------
Citizens Republic Bancorp, Inc., filed on March 2, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

The Company reported a net loss of $292.9 million on
$329.1 million of net interest income for 2010, compared with a
net loss of $514.2 million on $310.4 million of net interest
income for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$9.966 billion in total assets, $8.954 billion in total
liabilities, and stockholders' equity of $1.012 billion.

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

               http://researcharchives.com/t/s?746e

Flint, Michigan-based Citizens Republic Bancorp, Inc., is a
diversified banking and financial services company that is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended.  Citizens provides a full range
of banking and financial services to individuals and businesses
through its banking subsidiary, Citizens Bank.

                          *     *     *

As reported in the TCR on Feb. 8, 2011, Fitch Ratings downgraded
the long-term and short-term Issuer Default Ratings for Citizens
Republic Bancorp, Inc., and its principal banking subsidiaries to
'CCC/C' from 'B-/B', respectively.


CLAIRE'S STORES: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 97.13 cents-
on-the-dollar during the week ended Friday, March 4, 2011, a drop
of 0.96 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's Caa1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 193 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Claire's Stores

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

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

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

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary
market at 90.65 cents-on-the-dollar during the week ended March 4,
2011, a drop of 1.05 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
January 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 193 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About CC Media and Clear Channel

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

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

    *     *     *

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

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

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

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


CMP SUSQUEHANNA: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CMP Susquehanna
Corp. is a borrower traded in the secondary market at 98.30 cents-
on-the-dollar during the week ended Friday, March 4, 2011, an
increase of 0.92 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
6, 2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                   About CMP Susquehanna Corp

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc., and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
27 radio stations in nine markets in the U.S.  The company's
reported revenues of $169 million for the year ended December 31,
2009.

CMP Susquehanna has 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on February 24, 2011,
Moody's placed the ratings of CMP Susquehanna Corp. on review for
a possible upgrade following the announced terms of the proposed
acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by
Cumulus Media Inc.  Note that on January 31, 2011, Cumulus Media
Inc. announced that it will acquire the remaining 75% equity stake
of CMP that it does not currently own.  As a result, Moody's
currently treats CMP as an unrestricted subsidiary of Cumulus, and
CMP's debt will be placed on review for upgrade based on the
benefits of the Citadel transaction to Cumulus/CMP's financial
profile and expected refinancing of CMP's existing credit
facilities and notes.

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


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

Bankruptcy Case No.: 11-32006

Chapter 11 Petition Date: March 1, 2011

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

Judge: Jeff Bohm

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.


CONSUMER PRODUCTS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Consumer Products Services Group, Inc.
                10 Grand Boulevard
                Deer Park, NY 11729

Bankruptcy Case No.: 11-71248

Involuntary Chapter 11 Petition Date: March 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Pro Se

Petitioners' Counsel: ZINKER & HERZBERG, LLP
                      P.O. Box 866
                      Smithtown, NY 11787
                      Tel: (631) 265-2133

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Michael Bober                      Monies Loaned        $1,000,000
61-63 Sussex Street
Jersey City, NJ 07302

Frank B. Wigley                    Monies Loaned          $500,000
11 Smith Lane
St. James, NY 11780

Yitz Grossman                      Monies Loaned          $400,000
5 Dogwood Lane
Lawrence, NY 11559


CREST BUDGET: Files for Bankruptcy Over Lawsuit by Mortgage Holder
------------------------------------------------------------------
Steve Green at the Las Vegas Sun reports that Crest Budget Inn
LLC, which does business as the Beverly Palms Hotel at 218 S. 6th
Street, filed for Chapter 11 bankruptcy protection after it was
sued by its mortgage holder.

According to the report, records show the business was sued
Jan. 14, 2011, in Clark County District Court by City National
Bank, which is owed $1.25 million.  The bank alleged breaches of
its lending contract and sought appointment of a receiver to take
over the business.  Records indicate the state court hadn't acted
on the receivership request prior to the bankruptcy, and the
bankruptcy is likely to put the lawsuit on hold.


CREST BUDGET: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Crest Budget Inn, LLC
        dba Beverly Palms Hotel
        218 S. 6th Street
        Las Vegas, NV 89101

Bankruptcy Case No.: 11-12847

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID J. WINTERTON & ASSOC., LTD.
                  211 N. Buffalo Drive, #A
                  LAS VEGAS, NV 89145
                  Tel: (702) 363-0317
                  E-mail: david@davidwinterton.com

Scheduled Assets: $1,815,751

Scheduled Debts: $1,277,755

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-12847.pdf

The petition was signed by Seth McCormick, managing member.


CUMULUS MEDIA: Bank Debt Trades at 1% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media Inc.
is a borrower traded in the secondary market at 98.77 cents-on-
the-dollar during the week ended Friday, March 4, 2011, an
increase of 0.62 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on June
11, 2014, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

About Cumulus Media

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

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

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

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

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


CUMULUS MEDIA: Short-Term Bonus Awards to Executives Approved
-------------------------------------------------------------
On Feb. 24, 2011, the Compensation Committee of the Board of
Directors of Cumulus Media Inc., after review and consideration of
the Company's overall and relative financial performance for
fiscal year 2010 and an assessment of the individual and relative
performance of the executive officers of the Company during 2010,
in consultation with Lewis W. Dickey, Jr., Chairman, President and
Chief Executive Officer, approved discretionary short-term bonus
awards, which were paid half in cash and half in awards of
unrestricted shares of Class A Common Stock issued in accordance
with the Company's 2008 Equity Incentive Plan.  The awards were
made to the following officers in the amounts specified: John W.
Dickey, Executive Vice President and Co-Chief Operating Officer:
$290,000, consisting of $145,000 in cash and 29,775 shares of
Class A Common Stock; Jon G. Pinch, Executive Vice President and
Co-Chief Operating Officer: $240,000, consisting of $120,000 in
cash and 24,641 shares of Class A Common Stock; J.P. Hannan,
Senior Vice President, Treasurer and Chief Financial Officer:
$100,000, consisting of $50,000 in cash and 10,267 shares of Class
A Common Stock; and Richard S. Denning, Senior Vice President,
Secretary and General Counsel: $75,000, consisting of $37,500 in
cash and 7,701 shares of Class A Common Stock. With respect to Mr.
L. Dickey, in accordance with the terms of Mr. L. Dickey's
employment agreement, the Compensation Committee awarded him an
annual bonus of $939,960, of which $733,200 was awarded based on
satisfaction of performance criteria established by the
Compensation Committee at the beginning of 2010, and $206,760 was
a discretionary award based upon an assessment of his individual
and relative performance during 2010.  The aggregate amount of the
bonus awarded to Mr. L. Dickey consists of $469,980 in cash and
96,506 shares of Class A Common Stock.  The number of shares of
Class A Common Stock issued to each of these officers in
connection with the bonus awards was based upon the closing price
of the Class A Common Stock on The Nasdaq Stock Market on
Feb. 24, 2011, the date on which the awards were made.

In addition, the Compensation Committee approved long-term
incentive awards of 320,000 shares of restricted common stock,
pursuant to the Company's 2008 Equity Incentive Plan, to Mr. L.
Dickey.  The awards were made in accordance with Mr. L. Dickey's
employment agreement, and were comprised of 160,000 time-vested
shares (vesting at a rate of 80,000 shares on the second
anniversary of the date of grant, and 40,000 shares on each of the
third and fourth anniversary of the date of grant) and 160,000
performance-based shares, all of which would vest in accordance
with the terms and conditions of the employment agreement and the
Company's 2008 Equity Incentive Plan, on Feb. 24, 2014.  The
Compensation Committee also approved awards of restricted common
stock, pursuant to the Company's 2008 Equity Incentive Plan, for
each of the named executive officers below in the following
aggregate amounts: Mr. J. Dickey, 80,000 time-vested shares; Mr.
Pinch, 50,000 time-vested shares; Mr. Hannan, 15,000 time-vested
shares, and Mr. Denning, 25,000 time-vested shares.  Each of these
awards vests at a rate of 50% of the award on the second
anniversary of the date of grant, and 25% of the award on each of
the third and fourth anniversary of the date of grant.

The Compensation Committee also reviewed the three-year
performance criteria established in February 2008 for the 160,000
performance-based shares of restricted stock awarded to Mr. L.
Dickey on Feb. 8, 2008.  The vesting conditions for those
restricted shares required that the Company achieve specified
financial performance targets for the three-year period ending
Dec. 31, 2010.  The specified threshold was not achieved for that
cycle.  Nevertheless, the Compensation Committee determined that
in light of the unprecedented adverse developments in the economy
in general, and the radio industry in particular, particularly
during 2008 and 2009, it would be appropriate to modify the
performance requirements and extend the vesting period so that Mr.
L. Dickey would retain the ability to achieve vesting on those
shares of restricted stock if the revised performance criteria
were achieved.  Accordingly, and effective as of Feb. 24, 2011,
the terms of Mr. L. Dickey's 2008 performance-based restricted
stock award of 160,000 shares were amended to provide that those
shares would vest in full on Feb. 24, 2014 if the Company achieves
specified financial performance targets for the three year period
ending Dec. 31, 2013.

The Compensation Committee approved the 2012 annual short-term
incentive opportunity for Mr. L. Dickey, for performance in 2011
in accordance with his employment agreement.  After review of
management's 2011 operating budget, the Compensation Committee
established certain criteria that would allow Mr. L. Dickey to
earn a cash bonus of between $493,500 and $987,000 if certain
financial performance target levels are achieved for 2011.

                        About Cumulus Media

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

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

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

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

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


DBSD N.A.: Hearing on Rival Proposals Adjourned to March 15
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a decision on which of three proposals will succeed
in reorganizing or buying DBSD North America Inc. won't take place
until midmonth at the earliest.  A pivotal hearing that was on the
bankruptcy court's calendar March 2 was adjourned to March 15.

As reported in Friday's Troubled Company Reporter, DBSD
creditors are expected to pick among three offers for sale or
reorganization of DBSD North America.

DBSD said in February 2011 that it is filing a new plan based upon
a deal for rival Dish Network to acquire all of the new stock of
DBSD at a cost of about $1 billion.

Meanwhile, an ad hoc committee of 7.5% convertible senior secured
notes due 2009 issued by DBSD has filed a proposed reorganization
plan designed to take advantage of the existing Federal
Communications Commission approval of a reorganization premised on
an exchange of Senior Note Claims and General Unsecured Claims for
equity in the Reorganized Debtors.

Days before a March 2 hearing, Solus Alternative Asset Management
LP and Harbinger Capital Partners LLC submitted a non-binding term
sheet laying out a purchase offer for DBSD and TerreStar Networks
Inc.

A hearing is set for April 27, 2011, at 9:45 a.m. (prevailing
Eastern time) to consider the adequacy of the disclosure statement
explaining the Noteholders' Plan.  Objections, if any, are due
April 15, 2011, at 5:00 p.m. (prevailing Eastern time).

The Debtors on Nov. 23, 2009, won confirmation of a plan premised
on an exchange senior note claims and general unsecured claims for
equity in the Reorganized Debtors.  However, consummation of the
Debtors' Plan was delayed for nearly 10 months as the license
transfer applications were not granted by the Federal
Communications Commission until Sept. 29, 2010.  During the delay
in the FCC Approval process, appeals from the previous
confirmation order made their way up through the United States
Court of Appeals for the Second Circuit.  DISH Network, which
appealed confirmation of the Plan, became involved in the Debtors'
cases when, after DBSD proposed a plan of reorganization, DISH
bought up all of the Debtor's $40 million first lien debt from its
prior holders, at par.  Sprint Nextel Corp., which asserts an
unliquidated, unsecured claim based on a lawsuit against a DBSD
subsidiary, also appealed, arguing that the plan improperly gave
shares and warrants to DBSD's owner.  While Sprint initially
asserted a $1.9 billion claim, the bankruptcy court temporarily
allowed Sprint's claim for $2 million.

The Second Circuit concluded that the plan violated the absolute
priority rule by providing a for distribution of equity and
warrants, from senior noteholders' to the Debtors' parent company,
ICO Global, while a rejecting class of general unsecured claims
was not being paid in full.  The Second Circuit also affirmed the
treatment of DISH Network Corp. under the Debtors' Plan.

Under the original plan proposed by the Debtor, holders of senior
notes would receive the bulk of the shares of the reorganized
entity.  The holders of unsecured claims, such as Sprint, would
receive 0.11% to 0.15% of the equity of the reorganized entity.
The existing shareholder (effectively just ICO Global, which owned
99.8% of DBSD) would receive shares and warrants, to allow it to
own up to 3.64% to 4.99% of the reorganized entity.

                         DISH-Backed Plan

Under the deal, DISH also agreed to repay financing for the
Chapter 11 case and provide $23.5 million in cash for payment to
holders of general unsecured claims.  DISH must also cover other
claims that must be paid in full, such as administrative and
priority claims.

DBSD said in a court filing that the DISH offer results in a
valuation of the reorganized company that is 150% of the valuation
under the Company's own plan.  Under the DISH Plan, the senior
noteholders will be paid in full, and the unsecured creditors will
receive a meaningful cash recovery (as opposed to a minority
equity stake in a private company).

This transaction is to be completed upon satisfaction of certain
conditions, including approval by the FCC and DBSD's emergence
from bankruptcy.

                         Noteholders' Plan

Ad Hoc Committee's Plan incorporates the treatment of DISH
affirmed by the Second Circuit, and does not include the offending
gift to ICO Global.  Under the Plan, ICO Global will not receive
or retain any property on account of its Existing Stockholders
Interests; any distributions of ICO Global Warrants will be made
under the Plan Settlements, and only if all classes of unsecured
creditors accept the Plan.

Under the Noteholders' Plan:

   1. The prepetition first lien facility claims of $62.9 million,
      bought by DBSD in 2008, will be paid in full pursuant to an
      Amended Facility Agreement.

   2. Holders of senior notes aggregating $751.9 million will
      receive 94.2% equity ownership in the reorganized DBSI.

   3. Holders of general unsecured claims aggregating
      $112.0 million will receive 7.56% of the stock in the
      reorganized Debtor.

   4. Each unsecured creditor can elect to be treated as members
      of the unsecured convenience class and the claim will be
      reduced to $50,000 and the holder of the claim will be paid
      in cash 95% of the reduced claim.

   5. Holders of existing equity interests won't receive anything.

The Noteholders say they are opposing a $1.1 billion investment
agreement signed by DBSD with DISH as it only provides for a plan
that would pay noteholders 100% of the principal amount plus 8.5%
postpetition interest per annum.  The interest rate is 1% below
what the senior note indenture provides for.  The reduction would
deprive the senior noteholders $15 million.

A full-text copy of the Noteholders' Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?7436

A full-text copy of the Noteholders' Plan is available for free
at http://ResearchArchives.com/t/s?7437

The Ad Hoc Committee is represented by:

   Risa M. Rosenberg, Esq.
   Jeremy S. Sussman, Esq.
   Milbank, Tweed, Hadley & McCloy LLP
   1 Chase Manhattan Plaza
   New York, New York 10005
   Telephone: 212 530-5000
   E-mail: DDunne@milbank.com
           RRosenberg@milbank.com
           JSussman@milbank.com

            - and -

    Andrew M. Leblanc
    Adrian C. Azer
    MILBANK, TWEED, HADLEY & McCLOY LLP
    1850 K Street, NW
    Suite 1100
    Washington, DC 20006
    Telephone: (202) 835-7500
    E-mail: ALeblanc@milbank.com

                    Solus & Harbinger Offer

Solus and Harbinger believe that their proposed alternative
transaction is "superior to that submitted by DISH Network"
because it provides a greater cash component to holders of claims
against the Debtors and permits certain of such creditors the
option to participate in the equity of the reorganized company if
they so choose."

Solus and Harbinger note that although they note of a "possible
combination" of DBSD with TerreStar Networks Inc., a satellite
company that has also sought Chapter 11 protection, for the
avoidance of doubt, the transaction they are contemplating is not
conditioned upon a business combination with TerreStar.

Solus and Harbinger propose to enter into a $90 million
replacement DIP facility to repay the existing DIP facility and
fund additional bankruptcy related costs.  They will also enter
into a replacement DIP facility of up to $123.9 million for TSN.

According to the term sheet, Solus, Harbinger and a strategic
partner will form a new entity that will own 100% of the capital
stock of reorganized DBSD and reorganized TSN.

Solus and Harbinger's Plan proposes to treat claims against and
interests in DBSD as follows:

   -- the first lien credit facility, which claims are now held by
      DISH, will be unimpaired and paid in cash on the effective
      date;

   -- DISH will be unimpaired and paid in full in cash for the
      portion of 7.5% convertible senior secured notes due 2009
      held by DISH.  Other holders of the 7.5% notes will receive
      either payment in full and in cash or equity in an amount to
      pay obligations in full;

   -- General unsecured claims, including the Sprint Nextel Corp.
      claims, will be paid in cash including interest from the
      Petition Date through the payment date at the federal
      judgment rate; and

   -- ICO Global, the existing owner of DBSD, will receive
      distributions after payment of all claims.

A copy of the Term Sheet is available for free at:

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

Solus is represented by:

   Susheel Kiroalani, Esq.
   Scott C. Shelley, Esq.
   Daniel S. Holzman, Esq.
   QUINN EMANUEL URQUHART & SULLIVAN, LLP
   51 Madison Avenue, 22nd Floor
   New York, New York 10010
   Telephone: (212) 849-7000
   Facsimile: (212) 849-7100
   E-mail: susheelkirpalani@quinnemanuel.com
           scottshelley@quinnemanuel.com
           danielholzman@quinnemanuel.com

                          Competing Plans

                                          Competing Plans
                                  -------------------------------
                       Debtor's                   DISH
                      Confirmed   Noteholders'  Investment  Solus
  Claims                Plan         Plan       Agreement   Offer
  -----------------  -----------  ------------  ---------   ------
  1st Lien Facility      100%        100%         100%       100%
  Senior Notes         57%-81%       66.4%        100%       100%
  Other Secured          100%        100%         100%       100%
  Other Priority         100%        100%         100%       100%
  General Unsecured     1%-17%      $27.3%         __%        __%
  Unsec. Conveniences     25%         95%          __%        __%

                     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.


DEERFIELD STATION: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Deerfield Station, LLC
        3625 Cumberland Blvd., Suite 400
        Atlanta, GA 30339

Bankruptcy Case No.: 11-15576

Chapter 11 Petition Date: March 1, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtor's Counsel: Jimmy D. Parrish, Esq.
                  BAKER & HOSTETLER LLP
                  200 S Orange Ave #2300
                  Orlando, FL 32801
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168
                  E-mail: jparrish@bakerlaw.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 nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-15576.pdf

The petition was signed by Dennis M. Suarez, member.


DENNY'S CORPORATION: Completes Re-Pricing of Credit Facility
------------------------------------------------------------
Denny's Corporation announced the completion of the re-pricing of
its senior secured credit facility, which is comprised of a $50
million revolver and a term loan under which $240 million remains
outstanding.  The re-priced facility will have a reduced interest
rate of LIBOR plus 375 basis points, with a LIBOR floor of 1.50%
for the term loan and no LIBOR floor for the revolver, compared
with an interest rate of LIBOR plus 475 basis points and a LIBOR
floor of 1.75% for both the revolver and the term loan, prior to
the re-pricing.  The re-pricing will result in a pro forma
annualized interest expense savings of approximately $2.5 million.

                    About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Dec. 29, 2010, showed
$311.21 million in total assets, $414.92 million in total
liabilities and a $103.71 million shareholders' deficit.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DEVELOPERS DIVERSIFIED: S&P Assigns 'BB+' Rating to Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
to Developers Diversified Realty Corp.'s $300 million 4.75% senior
unsecured notes due April 2018.  At the same time, S&P assigned a
'2' recovery rating to the notes, reflecting its expectation for a
substantial recovery (70%-90%) in the event of default.

The company intends to use the net proceeds (roughly
$295.5 million after subtracting the underwriting discount and
estimated offering expenses) to repay higher cost short-term
mortgage debt and to reduce balances on its revolving credit
facilities ($280 million outstanding at year-end 2010 on a
combined $1.015 billion capacity) and its secured-term loan
($600 million).

Beachwood, Ohio-based DDR is a large community shopping center
owner, manager, developer, and acquirer, with roughly $8.4 billion
of real estate at cost on balance sheet as of Dec. 31, 2010.
S&P's current ratings acknowledge the company's recently improved
operating performance because portfolio occupancy has stabilized
and same-store net operating income has been positive for three
consecutive quarters (up 3.6% for fourth-quarter 2010 and up 1.1%
for the full year).  DDR's capital transactions during 2010
reduced the company's leverage and lengthened its average debt
tenor to four years from three years.  As a result of these
portfolio characteristics, S&P considers the company's business
risk profile satisfactory and its financial risk profile
aggressive.

S&P's outlook is stable.  S&P believes that DDR's debt coverage
measures, while low, should be stable this year as deleveraging
benefits and portfolio income growth are offset by the higher
costs associated with the company's actions to extend its debt
tenor.  S&P would consider raising its corporate credit rating on
the company if fixed-charge coverage measures strengthened and the
company further deleveraged its portfolio, although S&P presently
view this as unlikely to occur this year given 2012's above-
average refinancing volume.  Alternatively, S&P would lower the
corporate credit rating if covenant-defined debt coverage slipped
from the current 1.7x-1.8x levels or if leverage or liquidity
weakened.

                         Recovery Analysis

Standard & Poor's maintains a '2' recovery rating on DDR's
unsecured senior notes.  The '2' recovery rating reflects S&P's
expectation for a substantial recovery (70%-90%) in the event of
default.  S&P's complete recovery rating analysis on the company
will be published shortly.

                          Ratings List

               Developers Diversified Realty Corp.

                                            Rating
                                            ------
         Corporate credit                   BB/Stable/--

                        Ratings Assigned

               Developers Diversified Realty Corp.

                                                      Rating
                                                      ------
     $300 mil. 4.75% sr unsecd nts due April 2018     BB+
     Recovery rating                                  2


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.05 cents-on-
the-dollar during the week ended Friday, March 4, 2011, a drop of
1.63 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility, which matures on October 24, 2014.  The debt
is not rated.  The loan is one of the biggest gainers and losers
among 193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

About Dex Media East

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

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 90.10 cents-on-
the-dollar during the week ended Friday, March 4, 2011, a drop of
2.15 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 24, 2014,
and is not rated.  The loan is one of the biggest gainers and
losers among 193 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About Dex Media West

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

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

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


DYNEGY INC: D. Biegler Appointed as Interim President and CEO
-------------------------------------------------------------
On Feb. 25, 2011, the Board of Directors of Dynegy Inc. approved
the terms of an agreement with David W. Biegler, a director of the
Company, which will set forth the terms of his service as interim
President and Chief Executive Officer of the Company in the
capacity of an independent contractor.  Pursuant to the terms of
the Independent Contractor Agreement, which will be effective on
March 12, 2011, Mr. Biegler will not be eligible to participate in
any employee benefit plans or programs of the Company or any of
its affiliates, with the exception of his continued participation
in the Dynegy Director's Deferred Compensation Plan for Certain
Directors.  In his role as interim President and Chief Executive
Officer, Mr. Biegler will receive payment of a daily fee of $4,150
per day, plus expenses, for each day that he primarily devotes to
providing service to the Company.  That payment will be in lieu of
any meeting fees that would otherwise be payable as a result of
meetings of the Board or its committees that are held on such days
of service.

On Feb. 25, 2011, the Board also approved the payment of a fee of
$4,150 per day, plus expenses, to Patricia A. Hammick in her role
as Chairman of the Board for each day that she primarily devotes
to providing service to the Company.

The same fee of $4,150 per day, plus expenses, will be paid to
each director who, at the specific request of the Chairman of the
Board, provides assistance to the Company that is in addition to
the level of service to Dynegy that would ordinarily be performed
in the capacity as a member of the Board or any committee thereof.
Any such payments will be in lieu of any meeting fees that would
otherwise be payable as a result of meetings of the Board or its
committees that are held on such days of service.

                         About Dynegy Inc.

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

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

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

                          *     *     *

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

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

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


E*TRADE FINANCIAL: Moody's Upgrades Issuer Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service upgraded to B2 from B3 the long-term
issuer rating of E*TRADE Financial Corporation.  The rating
outlook for E*TRADE and E*TRADE Bank (D-/Ba3), its thrift
subsidiary, remains stable.  The primary reasons for the upgrade
are: 1) continuing stabilization of its $16 billion loan
portfolio, 2) stronger regulatory capital ratios (bank-level and
consolidated), and 3) improved, albeit still limited, financial
flexibility and debt service capacity at the parent company.

                        Ratings Rationale

Moody's base-case estimate of lifetime losses in E*TRADE's
mortgage portfolio implies a range of $1-$1.5 billion in future
provisions (net of existing loan loss reserves above an assumed 2%
level), with particular variability around the second lien home
equity book.  This estimate incorporates Moody's analysis of the
portfolio's generally poor underwriting quality, while also taking
into account its recent performance, which has seen delinquencies
decline in each of the last four quarters.  When compared to
E*TRADE Bank's Tier 1 and Tier 1 Leverage ratios of 13.7% and
7.3%, respectively, these additional provisions would not threaten
the bank's well-capitalized status.

Moreover, a conservative estimate of E*TRADE's operating
performance suggests that E*TRADE Bank (which also includes
E*TRADE's introducing and clearing brokers) would maintain its
capacity to upstream dividends to the parent company of around
$30 million a quarter, as has recently been the case.  This,
together with $471 million of corporate cash, should allow the
parent company to service its $2.3 billion of debt (including
$1.6 billion in interest-bearing debt).

Notwithstanding its improving fundamentals, E*TRADE's ability to
extract any dividends from the bank will remain subject to
regulatory approval for the foreseeable future.  Moody's sees this
as a constraint on E*TRADE's financial flexibility and a factor
that subordinates the parent company's creditors to the bank's
depositors.  However, after the estimated loss provisions and
charge-offs are taken, resulting in higher net income and capital
ratios, the probability and size of future dividends can be
expected to increase.

The stable outlook reflects Moody's expectations that E*TRADE's
ability to dividend cash to the parent will indeed continue to
improve.  This, in turn, would broaden the company's options with
respect to its 2013 bond maturity ($415 million), while also
allowing it bring its thrift holding company capital ratios closer
to those mandated by the Dodd-Frank Act.

The last rating action on E*TRADE was on July 27, 2010, when its
rating outlook was changed to stable from negative.

E*TRADE is a major online retail brokerage firm that reported
$2.1 billion in net revenue in 2010.

Upgrades:

Issuer: E*TRADE Financial Corp.

  -- Issuer Rating, Upgraded to B2 from B3

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from
     B3


EASTMAN KODAK: Moody's Cuts LT Rating to Caa1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service lowered the long term rating of Eastman
Kodak Company to Caa1 from B3.  The outlook is negative.

The rating downgrade "reflects the ongoing weakness in the
company's core business operations that Moody's believe will
remain challenged to achieve and sustain profitability" said
Moody's senior vice president, Richard Lane.  Excluding potential
intellectual property licensing income and proceeds from non
strategic asset sales, "we believe that the company could see
its current $1.6 billion cash balance decline by $600 million to
$700 million during 2011", said Lane.

                        Ratings Rationale

Moody's has previously communicated that the company's rating
could come under pressure if its businesses were to deteriorate
such that loses would be expected on a sustained basis.

The negative outlook reflects the company's weak financial
performance and the challenges Kodak faces in achieving sustained
profitability and positive cash flow over the intermediate term
given the intense competitive pressures in its broad digital
portfolio and the secular decline in its traditional film
business.  Moody's expects that, absent material IP licensing
income, Kodak will continue to operate at a loss over the
intermediate term.  Although the company has $1.6 billion of cash
balances at December 2010 and no material debt maturities until
November 2013, Moody's anticipate that Kodak will consume cash
over the next year, thus weakening its liquidity profile.

Ratings lowered include:

  -- Corporate family rating to Caa1 from B3;

  -- Probability of default to Caa1 from B3;

  -- $500 million Senior Secured Notes due 2018, to B1 from Ba3;
     LGD2, 20%;

  -- $3 million Senior Unsecured Notes due 2018, to Caa2 from
     Caa1; LGD4, 68%;

  -- $10 million Senior Unsecured Notes due 2021, to Caa2 from
     Caa1; LGD4, 68%;

  -- $300 million Senior Unsecured Global Notes due 2013, to Caa2
     from Caa1; LGD4, 68%;

  -- Speculative Grade Liquidity Rating, SGL-2 from SGL-1

The last rating action was February 24, 2010 when Moody's assigned
a Ba3 rating to new long term senior secured debt.

Eastman Kodak Company, headquartered in Rochester, N.Y., provides
imaging technology products and services to the photographic,
graphic arts commercial printing, consumer digital, and
entertainment imaging market.  Kodak reported $7.2 billion in
revenue for the fiscal year December 2010.


EASTON-BELL SPORTS: Reports $8.12-Mil. Net Income in Fiscal 2011
----------------------------------------------------------------
Easton-Bell Sports, Inc., reported net income of $8.12 million on
$772.84 million of net sales for the fiscal year ended Jan. 1,
2011, compared with a net loss of $4.09 million on $716.33 million
of net sales for the fiscal year ended Jan. 2, 2010.

The Company's balance sheet at Jan. 1, 2011 showed $964.55 million
in total assets, $586.91 million in total liabilities and
$377.64 million in total stockholders' equity.

"Overall we are pleased with both our fourth quarter and results
for the year as we were able to deliver top line, margin and
EBITDA growth while also investing in our key product launches
scheduled for 2011," said Paul Harrington, President and Chief
Executive Officer.

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

                http://ResearchArchives.com/t/s?7455

                      About Easton-Bell Sports

Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/--
designs, develops and markets innovative sports equipment,
protective products and related accessories under authentic
brands.  The Company markets and licenses products under such
well-known brands as Easton, Bell, Riddell, Giro and Blackburn.
Headquartered in Van Nuys, California, the Company has 29
facilities worldwide.

                           *     *     *

Easton Bell has 'B3' corporate family and probability of default
ratings, with "positive" outlook, from Moody's Investors Service.
It has 'B' issuer credit ratings, with "stable" outlook, from
Standard & Poor's.

S&P said in November 2010 that the company's operating performance
deteriorated in 2009 due to the very weak global economy but has
improved in the recent quarters.  Net sales increased 5.2% in the
trailing 12 months ended Oct. 2, 2010, and increased 10.2% in the
quarter ended Oct. 2, 2010, compared with last year.



EASTSIDE DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Eastside Development Group, LP
        P.O. Box 12224
        Dallas, TX 75225

Bankruptcy Case No.: 11-31547

Chapter 11 Petition Date: March 1, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark A. Castillo, Esq.
                  THE CURTIS LAW FIRM, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  E-mail: mcastillo@curtislaw.net

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 John R. Bunten, Jr., president of BS
Commercial Properties, Inc., Debtor's general partner.


EIGER, LLC: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
The Business Journal reports that The Eiger, LLC, operator of the
Campagnia restaurant in Fresno, California, filed for Chapter 11
bankruptcy protection, with nearly $4 million in debts.

The Company said it aims to reorganize and resume business by
reducing costs and improving operations.  It reported only $50,000
in assets and $3.975 million in debts.

The Company said Donahue Schriber, owner of the Fig Garden
Village, is owed a total of $1.4 million.  Donahue Schriber sued
the Company in March 2009 for breach of contract, ultimately
settling with a judgment in its favor for nearly $1.5 million, the
journal citing Fresno County Superior Court Records.

The Company said it was recently granted a motion by federal
Bankruptcy Judge Whitney Rimel in Bakersfield to use cash
collateral to make Campagnia's monthly payroll for its 62
employees and pay off vendors owed money prior to its bankruptcy
petition.

Fresno, California-based The Eiger, LLC, doing business as
Campagnia, formerly doing business as Pangea, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Calif. Case No. 11-11662) on Feb.
14, 2011.


EIGER, LLC: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Eiger, LLC
          dba Campagnia
         fdba Pangea
        4595 W Jacguelyn Ave
        Fresno, CA 93722

Bankruptcy Case No.: 11-11662

Chapter 11 Petition Date: February 14, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Debtor's Counsel: David R. Jenkins, Esq.
                  P.O. Box 1406
                  Fresno, CA 93716
                  Tel: (559) 264-5695

Scheduled Assets: $50,000

Scheduled Liabilities: $3,975,000

The list of 19 largest unsecured creditors filed together with the
petition is available for free at:

         http://bankrupt.com/misc/caeb11-11662.pdf

The petition was signed by Anthony Sciola, president.


ESQUIRE MANAGEMENT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Esquire Management, LLC
        8797 North Stone Farm Road
        Edgerton, WI 53534

Bankruptcy Case No.: 11-11235

Chapter 11 Petition Date: March 2, 2011

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Timothy J. Peyton, Esq.
                  KEPLER & PEYTON
                  Suite 202, 634 West Main Street
                  Madison, WI 53703
                  Tel: (608) 257-5424
                  E-mail: tim@keplerpeyton.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb11-11235.pdf

The petition was signed by Bradley J Goodrich, managing member of
Tri-Co Company of Winconsin, LLC.


FAIRVIEW MINISTRIES: Wants Consolidation of 5 Cases
---------------------------------------------------
Elaine Johnson at DownersGrovePatch reports that a motion has been
made to consolidate the five bankruptcy cases under the proposed
lead debtor Fairview Ministries, Inc., which oversees and manages
Fairview Village, Fairview Baptist Home and Fairview Residence of
Rockford.  A hearing is scheduled for March 8, 2011.

The report relates that court documents show a picture of an
organization hurt by the prolonged economic downturn.  Declining
real estate values and investment losses have "made it difficult,
if not impossible, for seniors to move into retirement housing
facilities such as Fairview Village, as many older adults rely on
the proceeds from the sale of their home to fund the upfront
entrance fee required by most (continuing care retirement
communities.)"


Based in Downers Grove, Illinois, Fairview Ministries Inc. filed
for Chapter 11 bankruptcy protection on Feb. 4, 2011 (Bankr. N.D.
Ill. Lead Case no. 11-04386).  Judge Susan Pierson Sonderby
presides over the case.  George R. Mesires, Esq., and Patrick F.
Ross, Esq., at Ungaretti & Harris LLP, represents the Debtors.  In
their petition, the Debtor estimated assets of between $1 million
and $10 million, and debts of between $50 million and
$100 million.


FENTURA FINANCIAL: Amendments to 1996 Stock Option Plan Okayed
--------------------------------------------------------------
On Feb. 24, 2011, the board of directors of Fentura Financial,
Inc. approved certain amendments to the Company's 1996 Employee
Stock Option Plan in order to comply with certain provisions of
Section 409A of the Internal Revenue Code of 1986.

                 1996 Employee Stock Option Plan

The Company has previously adopted the 1996 Employee Stock Option
Plan.  The Plan provides for various types of equity compensation
awards, including Stock Appreciation Rights.  SARs represent the
recipient's right to receive the payment from the Company of an
amount equal to the incremental value of each SAR.  Incremental
value means the amount derived from subtracting (1) the fair
market value of one share of the Company's common stock as of the
date the SAR is granted, from (2) the fair market value of one
share of the Company's common stock as of the date the SAR is
exercised.  The Plan provides that SARs may be granted in tandem
with stock options granted to a Plan participant or independently
from the grant of stock options.  The Plan provides for the
payment of incremental value in the form of cash, stock or a
combination of cash and stock.  Payment with respect to a SAR
exercise may be made in cash to Officers only if the SAR is
exercised during the "window period" required under Rule 16b-3
promulgated by the Securities and Exchange Commission under
Section 16 of the Securities Exchange Act of 1934.

For purposes of the Plan, fair market value means: (1) if the
Company common stock is listed on a national securities exchange,
the average of the highest and lowest selling price for the given
date, or the most recent date upon which sales occurred, (2) if
(1) does not apply, then the fair market value shall be the
average of the highest and lowest selling price for the Company
common stock as reported on the Nasdaq National market for the
given date, or the most recent date upon which sales occurred, or
(3) if neither (1) or (2) applies, then fair market value will be
determined by the Company's Board of Directors, based on such
valuation methods or indicia of value as the Board deems
advisable.

                   Amendment to Stock Option Plan

The Company has amended the Stock Option Plan to bring the SAR
provisions into compliance with certain provisions of Section 409A
of the Internal Revenue Code of 1986 and regulatory guidance
issued by the IRS.  These amendments include requirements that any
payments made pursuant to a SAR that is subject to the provisions
of Code Section 409A shall only be made following a payment event
as permitted by Code Section 409A, such as the participant's
separation from service or a fixed date.  The amendment also
provides that for SARs that are subject to Code Section 409A, a
payment that is to be made following termination of employment to
a SAR participant who is a specified employee, as defined under
Code Section 409A will not be made prior to the first day of the
seventh month following the participant's separation from service,
as defined by Code Section 409A.

                          SAR Agreements

On Feb. 24, 2011, the Company's board of directors granted 5,000
SARs to each of the following executives: Donald L. Grill, Ronald
Justice, Douglas Kelley, Daniel Wollschlager and Holly Pingatore.
The board also determined that the exercise price, which is the
fair market value of a share of Company common stock to be used to
determine the incremental value of a SAR payable to a participant,
is $2.00.  The terms of the SARs are set forth in a Stock
Appreciation Rights Agreement between the Company and each of the
aforementioned participants.

The SAR Agreements provide that the SARs will be paid on one or
two fixed dates.  The First SAR Payment Date will be the latest of
Feb. 24, 2014, the third anniversary of the Grant Date, the date
on which the Company's wholly owned subsidiary, The State Bank, is
no longer subject to the terms, conditions and restrictions of the
consent order dated Dec. 31, 2009, to which the Bank and the FDIC
are parties, and the date on which the Company is no longer
subject to the terms, conditions and restrictions of the agreement
between the Company and the Federal Reserve Board, effective
Nov. 4, 2010.  If the First SAR Payment Date does not occur prior
to Feb. 24, 2016, the fifth anniversary of the Grant Date, then
the SARs will expire and be cancelled without any payment to
Participant.  If the First SAR Payment Date occurs prior to
Feb. 24, 2016, the fifth anniversary of the Grant Date, the Second
SAR Payment Date will be the fifth anniversary of the Grant Date.

On the First SAR Payment Date, the Company will pay to Participant
an amount equal to the product of (i) 5,000, and (ii) the excess
of the Fair Market Value of one share of Common Stock on the First
SAR Payment Date over the exercise price.  On the Second SAR
Payment Date, the Company will pay to Participant an amount equal
to the product of (i)5,000, and (ii) the excess of the Fair Market
Value of one share of Common Stock on the Second SAR Payment Date
over the Fair Market Value of one share of Common Stock on the
First SAR Payment Date.  If, as of the First SAR Payment Date, the
Fair Market Value of one share of Common Stock does not exceed the
Exercise Price, then the Company shall not make a payment to
Participant on the First SAR Payment date.  If, as of the Second
SAR Payment Date, the Fair Market Value of one share of Common
Stock does not exceed Fair Market Value of one share of Common
Stock on the First SAR Payment Date, then the Company will not
make a payment to Participant on the Second SAR Payment date.

Upon a change in control of the Company, the Company will pay an
amount to the Participant determined as follows: If the effective
date of a Change in Control is prior to the First SAR Payment
Date, the Company will pay Participant an amount equal to the
product of (i) 5,000, and (ii) the excess of the Fair Market Value
of one share of Common Stock on the effective date of the Change
in Control over the exercise price.  If the effective date of a
Change in Control is after the First SAR Payment Date and prior to
the Second SAR Payment Date, the Company will pay Participant an
amount equal to the product of (i) 5,000, and (ii) the excess of
the Fair Market Value of one share of Common Stock on the
effective date of the Change in Control over the Fair Market Value
of one share of Common Stock on the First SAR Payment Date.  For
purposes of the Agreement, the term "Change in Control" will mean
means a change in the ownership or effective control of the
Company or Affiliate that employs Executive, or in the ownership
of a substantial portion of the assets of the Company or Affiliate
that employs Executive, as such change is defined in Section 409A
of the Code and regulations thereunder.  The term "Affiliate" will
mean any corporation that is a member of a controlled group of
corporations, as defined in Code Section 414(b), of which the
Company is a member; each trade or business, whether or not
incorporated, under common control, as defined in Code Section
414(c), of or with the Company; each member of an affiliated
service group, as defined in Code Section 414(m), of which the
Company is a member; and any other entity that is considered
pursuant to Code Section 414(o) to be a member of a controlled
group of corporations of which the Company is a member.

All SARs outstanding as of the date of the Participant's
termination of service with the Company and its affiliates for any
reason, other than death or the Participant's retirement with the
consent of the Board will expire immediately upon such termination
of service and the Company will make no payment or further payment
pursuant to this Agreement.  In the event of Participant's
retirement with the consent of the board, payment to Participant
will occur at the time and in the amount otherwise provided for a
participant who remains in the employ of the Company or its
affiliate.  In the event of Participant's death, the Company will,
within 30 days following the date of Participant's death, pay to
Participant's designated beneficiary or beneficiaries an amount
determined as follows: If the date of Participant's death is prior
to the First SAR Payment Date, the Company will pay Participant's
beneficiary an amount equal to the product of (i) 5,000, and (ii)
the excess of the Fair Market Value of one share of Common Stock
on the effective date of Participant's death over the exercise
price.  If the date of Participant's death is after the First SAR
Payment Date and prior to the Second SAR Payment Date, the Company
will pay Participant's beneficiary an amount equal to the product
of (i) 5,000, and (ii) the excess of the Fair Market Value of one
share of Common Stock on the date of Participant's death over the
Fair Market Value of one share of Common Stock on the First SAR
Payment Date.  If Participant fails to designate a beneficiary,
the Company shall make such payment to Participant's estate.

          Summary of Federal Income Tax Consequences of
          the 1996 Employees Stock Option Plan as Amended
                      and the SAR Agreements

The amounts payable to the executives pursuant to the Plan and the
SAR Agreements are generally not included in the participants'
income for federal income tax purposes until they are actually
paid to the participants.  The Plan and SAR Agreements are subject
to certain requirements of Section 409A of the Internal Revenue
Code which include rules regarding the timing of payments to the
executives.  If an executive is considered a key employee pursuant
to Section 416 of the Internal Revenue Code, then payments to the
executive must not be made until six months following the
executive's termination of employment.  If the Plan and SAR
Agreements do not comply with Section 409A, the executive would
incur an excise tax equal to 20% of the amounts payable under the
Plan and SAR Agreements, plus interest in certain cases.  The
Company intends that the Plan and SAR Agreements comply with
Section 409A.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

At Sept. 30, 2010, the Company had total assets of $449.38 million
against total liabilities of $433.31 million, and shareholders'
equity of $16.07 million.

Fentura reported a net loss of
$5.60 million for the nine months ended Sept. 30, 2010, from
$17.871 million for the same period a year ago.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FIRST SECURITY: John Haddock Has $190,000 Annual Base Salary
------------------------------------------------------------
On Feb. 23, 2011, the Board of Directors appointed John R.
Haddock, age 32, acting interim Chief Financial Officer, pending
regulatory non-objection of First Security Group, Inc. and
FSGBank, N.A.  Haddock has served as Corporate Controller of First
Security and FSGBank since 2006 and has eight years of experience
in accounting and finance.  He is a certified public accountant
and holds a master of accountancy degree and a bachelor's degree
in business administration, both from the University of Tennessee.
Prior to joining First Security in 2005, Haddock worked for
Hazlett, Lewis & Bieter, PLLC, an accounting firm specializing in
serving financial institutions, after beginning his career with
PricewaterhouseCoopers.

In connection with the appointment, Haddock will be entitled to an
annual base salary of $190,000.  Haddock is also entitled to
participate in First Security's employee benefit plans, subject to
any regulatory prohibitions on such participation.

On Feb. 23, 2011, William L. Lusk, Jr. resigned as Secretary,
Chief Financial Officer and Executive Vice President of First
Security Group, Inc. and FSGBank, N.A. to accept a new position
with an out-of-market financial institution.

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

As reported in the Troubled Company Reporter on November 12, 2010,
the Company said its losses from operations during the last two
years raise possible doubt as to its ability to continue as a
going concern.

On September 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.


FLEXERA SOFTWARE: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Schaumburg, Ill.-based Flexera Software
Inc. The outlook is stable.

At the same time, S&P assigned a 'BB-' rating to the company's
$15 million secured revolving credit facility and $200 million
senior secured term loan, with a recovery rating of '2',
indicating its expectation for substantial (70%-90%) recovery
in the event of a payment default.  The company intends to use
the debt proceeds, in part, to refinance existing debt, pay a
dividend to shareholders, and for general corporate purposes.

"The rating reflects Flexera's niche market position, leveraged
financial profile, and S&P's view that the company's private-
equity ownership structure is likely to preclude sustained
deleveraging," said Standard & Poor's credit analyst Andrew Chang.


FN BUILDING: Owner Files Payment Plan
-------------------------------------
DBR Small Cap reports that the owner of Detroit's First National
Building has filed a plan describing how it will pay the creditors
and tenants that have fought to install new management or throw
out the company's bankruptcy.  The report relates that FN Building
LLC is proposing to sell its 25-story building located in downtown
Detroit in order to generate the cash it needs to pay down its
debts under a Chapter 11 plan of reorganization, court papers
show.

To that end, FN Building has teamed up with its mortgage lender
and biggest creditor, FNB Detroit 2010 LLC, to engage in "very
serious discussions" with a potential purchaser. Such talks were
made possible once FN Building agreed to keep a state court-
appointed receiver at its helm to appease creditors like law firm
Hongiman Miller Schwartz and Cohn, FN Building's biggest tenant,
according to DBR.

The report notes that these creditors had sought new leadership or
the dismissal the company's bankruptcy in light of concerns about
existing management.

FN Building L.L.C., filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-10266) in Manhattan, New York, on Jan. 26,
2011.  FN Building is the owner of the First National Building in
Detroit.  The Company owes $25.7 million on a mortgage to FNB
Detroit 2010 LLC.  The building is said to be worth $5.58 million.


FORD MOTOR: February Retail Sales Climbed 23% Versus a Year Ago
---------------------------------------------------------------
Consumer demand for Ford Motor Co.'s fuel-efficient vehicles
continues to grow as February retail sales increased 23% versus a
year ago.

Ford's total February sales, including sales to fleet customers,
were 156,626, up 14%.

"With oil nearing $100 per barrel and gasoline prices continuing
to rise, consumers' consideration for fuel economy once again is
taking top billing," said Ken Czubay, Ford vice president, U.S.
Marketing, Sales and Service.  "Ford's investment in new products,
engines and transmissions is delivering real value to our
customers, and people are rewarding us for it."

Ford offers 12 vehicles that lead their sales segments in fuel
economy, including four vehicles with EPA certified 40 mpg or
higher fuel economy ratings - a claim no other full-line automaker
can match.

* Cars

Retail sales of Ford's small cars - Fiesta and Focus - were more
than double year-ago levels (up 114 percent).  Fiesta had its best
sales month ever with 6,270 vehicles and continues to gain share
in its market segment.  Focus retail sales were 43% higher than a
year ago.  The all-new Focus will arrive in Ford dealer showrooms
this spring.

Ford Fusion set a new monthly sales record with total sales of
23,111, up 40% versus a year ago.

Retail sales also were higher for the Ford Mustang (up 22 percent)
and the Lincoln MKZ midsize sedan (up 17 percent).

* Utilities

Sales of Ford's utility vehicles were paced by the all-new Ford
Explorer.  Explorer retail sales were up 268%.  For the second
straight month, the new Explorer is the fastest-turning vehicle in
the Ford showroom.

Retail sales also were higher for the Ford Escape (up 34 percent),
Edge (up 18 percent) and Lincoln MKX (up 13 percent).  Escape set
a February record with total sales of 18,005 (up 19 percent).

* Trucks

Strong sales to commercial fleet customers and higher sales to
retail customers powered Ford truck sales growth in February.
Sales of Ford's F-Series truck totaled 37,549, up 14% versus a
year ago.

Ford's commercial vehicles also posted strong year-to-year
increases.  Econoline sales totaled 9,723 (up 22 percent) and
Transit Connect sales were 2,152 (up 61 percent).

* Year-to-date sales

In the first two months of 2011, Ford sales totaled 283,943, up
14% versus the same period a year ago.  Retail sales were up 25%
with the strongest growth in the East (where retail sales were up
45 percent) and California (where retail sales were up 43
percent).

"Ford's fuel-efficient, high-quality vehicles are winning
customers nationwide, but the strongest growth is in the 'smile'
region of the country," said Czubay.  "Early consumer reactions
indicate the new Focus will drive more growth in these areas."

* North American production

In the second quarter, Ford plans to build 710,000 vehicles, up
57,000 vehicles (9 percent) compared with the second quarter of
2010.  In the first quarter, Ford plans to build 650,000 vehicles,
unchanged from the previous forecast.

                         About Ford Motor

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

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

                           *     *     *

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

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


GATEHOUSE MEDIA: Incurs $26.64 Million Net Loss in 2010
-------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$26.64 million on $558.58 million of total revenue for the year
ended Dec. 31, 2010, compared with a net loss of $530.61 million
on $584.79 million of total revenue for the year ended Dec. 31,
2009.

The Company reported net income of $1.10 million on $143.36
million of revenue for the three months ended Dec. 31, 2010,
compared with a net loss of $4.27 million on $150.16 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$546.32 million in total assets, $1.33 billion in total
liabilities and a $792.12 million stockholders' deficit.

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

             http://ResearchArchives.com/t/s?7469

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

               http://ResearchArchives.com/t/s?7463

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GRAY TELEVISION: Reports $21.86MM Net Income in Fourth Quarter
--------------------------------------------------------------
Gray Television, Inc. announced results of its operations for the
three-month period and year ended Dec. 31, 2010.  The Company
reported net income of $21.86 million on $114.59 million of
revenue for the three months ended Dec. 31, 2010, compared with a
net loss of $1.96 million on $77.51 million of revenue during the
same period during the prior year.

The Company also reported net income of $23.16 million on $346.05
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $23.04 million on $270.37 million of revenue a year
ago.

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

                http://ResearchArchives.com/t/s?7464

                       About Gray Television

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

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

                           *     *     *

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

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


GENERAL GROWTH: NY Comptroller Defends $12-Mil. Cure Claim
----------------------------------------------------------
As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, reorganized General Growth Properties, Inc., and its
units seek the disallowance of the Comptroller of the State of New
York's claim for more than $12 million.  Counsel to the
Reorganized Debtors, Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP, in New York, insists that the Reorganized Debtors
should not be required to pay more than over $12 million in
postpetition interest at the default rate on a promissory note
dated Feb. 8, 2008.  He contends that the only basis for the
Comptroller's claim is the purported automatic acceleration of the
loan triggered by GGP, Inc., f/k/a General Growth Properties,
Inc.'s Chapter 11 filing.  However, GGP was not in default under
the Homart Note as of the Petition Date, he stresses.

                    Comptroller Defends Claim

The Comptroller of the State of New York, as trustee of the
Common Retirement Fund, complains that General Growth Properties
urge the Bankruptcy Court to ignore the provisions of the
Bankruptcy Code, case law, and the terms of the underlying
contract in saying that to allow the CRF to collect default
interest would be to grant CRF a windfall.

"The Reorganized Debtors' windfall argument is a last desperate
attempt to avoid the terms of a contract that so clearly provide
for the payment of that default interest.  The CRF is not
receiving any windfall; it is getting exactly what it is
contractually entitled to receive," Andrew C. Gold, Esq., at
Herrick, Feinstein LLP, in New York, counsel to the Comptroller
tells the Court.

Mr. Gold argues that the Reorganized Debtors have not provided
any basis excusing them from their contractual obligation to pay
default interest.  Sections 1123(d) and 1124(e) of the Bankruptcy
Code and the decision In re 139-141 Owners Corp. make clear that
the explicit and unambiguous terms of the contract and state law
govern in determining the proper amount that must be paid to a
secured creditor in order for a debtor to cure and reinstate the
creditor's debt, he reasons.

Indeed, the Reorganized Debtors do not dispute that a $254
million promissory note made by GGP Limited Partnership triggers
the imposition of default interest upon the Reorganized Debtors'
bankruptcy filings, and that the default interest charged under
the Homart Note is valid under state law, Mr. Gold avers.
Because CRF is legally entitled to default interest, the Debtors
must pay CRF default interest to comply with the cure and
reinstatement provisions of Sections 1123 and 1124, he insists.

To the extent that the Reorganized Debtors argue that the CRF is
not entitled to default interest where the default is based
solely on the Reorganized Debtors' bankruptcy filings, the
statutes with respect to the unenforceability of ipso facto
provisions are unambiguous that they only apply to executory
contracts and unexpired leases, neither of which are at issue
here, Mr. Gold contends.

Mr. Gold stresses that the default interest provision in the Note
is important to the Reorganized Debtors and CRF because it
allowed the Debtors to pay a lower non-default contract rate than
it would have been able to obtain without the default interest
provision.  Thus, to deny default interest would benefit only the
shareholders of the Reorganized Debtors since they are solvent
debtors, he asserts.

                  Reorganized Debtors Talk Back

Counsel to the Reorganized Debtors, Gary T. Holtzer, Esq., at
Weil, Gotshal & Manges LLP, in New York, argues that the
Comptroller's newly-offered interpretation stretches Section
1123(d) far beyond its language and the legislative intent behind
its 1994 enactment.

At a status conference before the Court on February 8, 2011, the
Reorganized Debtors advised the Court that the parties had
reached an agreement in principle concerning the request by the
Comptroller for payment of default interest on the Homart Note,
which was cured and reinstated in connection with the Third
Amended Joint Plan of Reorganization.  Subsequently, the
Comptroller advised the Reorganized Debtors that the agreement
was not approved and that it desired to continue to litigate its
disputes concerning default interest, Mr. Holtzer states.

However, Section 1123(d) confirms that the Comptroller is not
entitled to interest at the Default Rate, providing that if it is
proposed in a plan to cure a default the amount necessary to cure
the default will be determined in accordance with the underlying
agreement and applicable nonbankruptcy law, Mr. Holtzer explains.
The Comptroller can not dispute that if the "default" of the
Reorganized Debtor's Chapter 11 filing had not occurred, there is
no circumstance under which the Reorganized Debtors would have
been required to pay interest at the Default Rate under the
Homart Note, he points out.

More importantly, the legislative intent of Section 1123
demonstrates that it does not, as the Comptroller argues,
constitute a bankruptcy toll that effectively would require every
debtor to pay postpetition default rate interest to every
oversecured lender reinstated under a plan due to the triggering
of ipso facto clauses, Mr. Holtzer avers.

Mr. Holtzer continues that although the payment of default
interest may be required under Section 1124(2) in some
circumstances, where the default at issue is one that need not be
cured under the Bankruptcy Code, it stands to reason that the
consequences stemming from that default are not enforceable.
Nothing in Section 1123(d) compels a contrary result, he
maintains.

                      Parties Stipulate Facts

The Reorganized Debtors and the Comptroller entered into a
stipulation of facts concerning the Comptroller's objection to
the cure amount of its claim.

The parties agree:

  (1) On or about February 8, 2008, the Comptroller and GGP LP
      entered into the Homart Note, pursuant to the Comptroller
      agreed to lend, and GGP LP agreed to borrow, $254 million
      in principal amount.  The maturity date for the Homart
      Note is February 28, 2013. The Homart Note is secured by
      a pledge of GGP LP's shares in the joint venture
      GGP/Homart II, LLC.

  (2) Commencing on April 16, 2009, the Reorganized Debtors each
      commenced a voluntary case under Chapter 11.  The
      Reorganized Debtors are solvent.

  (3) As of the Petition Date, the Homart Note was not in
      default.  Article 3 of the Homart Note provides that the
      commencement of a bankruptcy case by GGP LP constitutes an
      immediate event of default.  Article 3 of the Homart Note
      further provides that if the default is a result of a
      bankruptcy filing "the unpaid principal amount of the
      Promissory Note, together with accrued and unpaid
      interest, will become immediately due and payable without
      any declaration or other act on the part of the Payee."
      Article 4 of the Homart Note further provides that the
      occurrence and continuance of an event of default will
      entitle the Comptroller to a 3% increase in the rate of
      interest owed on the balance of the unpaid principal for a
      total interest rate of 8.95% per annum.  The Reorganized
      Debtors stated in their Response that, as a standalone
      figure, the percentage of the Default Rate is not
      disproportionately higher than the non-default rate
      contained in the Homart Note.

  (4) The Reorganized Debtors filed the Third Amended Joint Plan
      of Reorganization, which proposed to reinstate the Homart
      Note by paying any outstanding interest due to the
      Comptroller at the non-default rate provided in the Homart
      Note.  The Plan also provides that, on the Effective Date,
      each holder of an Allowed General Unsecured Claim would,
      "receive on account of the holder's Allowed General
      Unsecured Claim, payment in full, in cash, with
      postpetition interest calculated at the Federal Judgment
      Rate unless there is an applicable contractual interest
      rate."

  (5) On October 7, 2010, the Comptroller filed the Cure Amount
      Objection.

  (6) The Court confirmed the Plan on October 21, 2010.  On
      November 9, 2010, the Plan became effective.

  (7) On the Effective Date, consistent with the Plan, General
      Growth Properties, Inc. made to Comptroller a payment in
      cash of $25,298,014, which included accrued interest at
      the non-default rate from March 1, 2009 to November 9,
      2010 and professional fees, but did not include interest
      at the Default Rate.  GGP and the Comptroller agreed to
      defer the dispute over whether additional interest was
      payable at the Default Rate until after GGP's emergence
      from bankruptcy protection, if not previously settled.

  (8) The Comptroller contends that it is owed $32,906,541 in
      interest at the Default Rate through October 7, 2010 plus
      per diem amounts at the Default Rate of 8.95% until
      payment.  As a result of the payments made by the GGP to
      the Comptroller on the Effective Date, the amount in
      dispute is approximately $11.5 million.

  (9) The Reorganized Debtors and the Comptroller have not been
      able to resolve the Cure Amount Objection consensually.


GENERAL GROWTH: Whalers Village Gets $80-Mil. Refinancing
---------------------------------------------------------
Holliday Fenoglio Fowler, LP, announced on February 21, 2011 that
it has arranged an $80 million refinancing for Whalers Village, a
110,836-square-foot, open-air shopping and entertainment center
located along Kaanapali Beach in West Maui, Hawaii.

HFF worked exclusively on behalf of WV Sub, LLC, an entity
controlled by General Growth Properties, to secure the 10-year,
fixed-rate loan through Goldman Sachs & Co.  The securitized loan
will refinance an existing loan on the center.

Whalers Village is located at 2435 Kaanapali Parkway in western
Maui within walking distance to approximately 5,000 hotel,
timeshare and condominium units along Kaanapali Beach.  Originally
built in 1970, the property has been renovated and expanded over
the years and is currently 98 percent leased to 70 tenants.
Notable tenants include Louis Vuitton, Tommy Bahama, Coach,
Pacific Sunwear, Hula Grill, Leilani's Restaurant and Cane & Taro
Restaurant.  Whalers Village is also home to the Whalers Village
Museum and Theater, and the mall's center stage that hosts more
than 350 performances a year.

According to HFF, Whalers Village ranks first in market share in
Maui capturing approximately one of every four retail dollars
spent on Maui.  It is a premier asset with a world-class location
along one of Maui's famed beaches.

The HFF team representing the borrower included senior managing
director Paul Brindley, director John Crump and executive managing
director Mark Gibson.

Holliday Fenoglio Fowler, LP ("HFF") and HFF Securities LP
("HFFS") are owned by HFF, Inc. (NYSE: HF).  HFF operates out of
18 offices nationwide and is a leading provider of commercial real
estate and capital markets services to the U.S. commercial real
estate industry.  HFF together with its affiliate HFFS
offer clients a fully integrated national capital markets platform
including debt placement, investment sales, advisory services,
structured finance,  private equity, loan sales, and commercial
loan servicing.

                      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: Judge Says He Will Confirm Old GM Plan
------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York said during the March 3, 2011,
hearing that he will confirm the Amended Joint Chapter 11 Plan of
Reorganization filed by Motors Liquidation Company and its debtor
affiliates and will issue a written ruling soon, Reuters reported
citing Tim Yost, a spokesperson for AlixPartners LLP.

As of March 3, all of the objections to the confirmation of the
Plan are believed to be resolved except the objections filed by
the Town of Salina; the State of New York; the California
Department of Toxic Substances; Onondaga County, New York;
Appaloosa Management L.P., et al.; New United Motor
Manufacturing, Inc.; and Green Hunt Wedlake, Inc., according to
Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, counsel to the Debtors.

At the March 3 hearing, David Jones, Esq., from the U.S.
Attorney's office, asserted that it is critical to the public
interest that the Debtors' Plan be confirmed and become effective
promptly so creditors can be paid and U.S. taxpayers can stop
bearing the expense of the Debtors' complex bankruptcy, Tiffany
Kary of Bloomberg News reported.  Mr. Jones further said the U.S.
and Canada's export agency will get any assets that remain after
the wind-down, Bloomberg related.

Bloomberg noted that creditors, including New York State and a
group of hedge funds holding about $2 billion in claims, raised
concern over their ability to control when they would receive
distributions given that the new GM stock could decline in value.
To this, Barry Siedel, Esq., at Butzel Long, New York, conflicts
counsel to the Debtors, replied that there is a cottage industry
of purchasing bonds of limited liability companies for cents on
the dollar, Bloomberg noted.  These claims buyers are getting
about $2.6 billion in claims when the amount in principle was $1
billion, Mr. Siedel added, according to Bloomberg.

Bruce Zirinsky, Esq., at Greenberg Traurig LLP, in New York --
zirinskyb@gtlaw.com -- counsel to Appaloosa and other holders of
notes of General Motors Nova Scotia, stressed at the hearing that
the group risks losing value because the claim will be repaid in
GM stock and warrants.  As proposed by Green Hunt, trustee of GM
Nova Scotia, in its objection to confirmation of the Plan, Mr.
Zirinsky reiterated the need for the group to manage a reserve
for claims, giving the group permission to sell the stock or
warrants, Bloomberg related.  Mr. Seidel replied that its unheard
of to give a creditor the right to directly manage its claim,
Bloomberg relayed.

The State of New York also has similar concerns citing the
volatility of the value of New GM stock, Bloomberg noted.
Counsel to the State, Maureen F. Leary, Esq., assistant attorney
general, Albany, New York, told Judge Gerber that a trust is
needed to distribute stock and warrants to creditors who are
later in line for distribution.

Against this backdrop, Mr. Smolinsky contended, the risk of share
volatility gives creditors good incentive to resolve any
remaining issues with the company, Bloomberg relayed.  "If value
of stock plummets the estate would run out of shares to settle
claims," he said at the hearing.

With the impending confirmation of the Plan, Bernard Simon of
Financial Times wrote that that liquidation of Old GM has been
accomplished more quickly and smoothly than seemed possible for
one of the largest and most complex bankruptcy cases in U.S.
history.

"History will regard this case as the benchmark for large
industrial bankruptcies in the future, especially when it comes
to environmental remediation, asset liquidation and claims
resolution," Al Koch, vice-chairman of AlixPartners and chief
executive officer of MLC, was quoted by FT as saying on Thursday.

According to FT, Mr. Koch's AlixPartners team was responsible for
the resolution of about 85% of $275 billion in claims against GM
since it filed for bankruptcy in June 2009.

Mr. Koch also mentioned that a critical factor in confirming the
Plan was the agreement the Debtors entered into with the U.S.
Government, Environmental Protection Agency, 14 states and a
tribe to resolve the Debtors' environmental liabilities for $773
million, FT related.  The Plan has created an environmental
response trust to administer the remediation of the sites subject
to the agreement.  Mr. Koch said the Debtors deemed the
environmental agreement as "the fastest and most-effective way to
get done what needed to be done, FT noted.

               Old GM's Statement on Confirmation

The United States Bankruptcy Court for the Southern District of
New York orally ruled that it would confirm the Chapter 11 Plan of
Motors Liquidation Company (f/k/a General Motors Corporation)
("MLC") and would issue a written decision confirming the same
shortly.  The Chapter 11 case of MLC is one of the largest and
most complex bankruptcy cases in U.S. history and confirmation of
the Plan paves the way for the implementation of a unique trust
structure that will continue environmental remediation, claims
resolution and stock distribution to unsecured creditors.

MLC of Harlem, Inc. (f/k/a Chevrolet-Saturn of Harlem, Inc.),
MLCS, LLC (f/k/a Saturn, LLC), MLCS Distribution Corporation
(f/k/a Saturn Distribution Corporation), Remediation and Liability
Management Company, Inc., and Environmental Corporate Remediation
Company, Inc. (collectively, the "Debtors") are also included in
the confirmation ruling.

"Confirmation of the plan is a testament to the fact that creative
approaches to old challenges coupled with a dedicated team working
closely with federal and local governments, regulatory bodies,
communities and creditors, can create unique solutions in a
relatively short period of time," said Al Koch, CEO of MLC.  "This
marks the historic completion to an incredibly complex bankruptcy
and I believe history will regard this case as the benchmark for
large industrial bankruptcies in the future, especially when it
comes to environmental remediation, asset liquidation and claims
resolution."

The plan creates four trusts and, one, the General Unsecured
Creditors Trust, will be responsible for resolving the outstanding
claims of the Debtors' unsecured creditors and distributing the
General Motors Company outstanding common stock and warrants owned
by MLC to those unsecured creditors whose claims are allowed.  MLC
presently owns 10% of General Motors' common stock, plus warrants
that are exercisable for a further 15% of General Motors' common
stock on a fully diluted basis.  MLC's interest includes 150
million shares of common stock, a warrant to acquire 136.4 million
shares at $10/share and a warrant to acquire 136.4 million shares
at $18.33/share.

Claims resolution was a key focus for MLC. MLC successfully
negotiated the resolution of nearly 85 percent of the $275 billion
in claims that were filed against the company since it filed for
bankruptcy in June 2009.  MLC leveraged unique technological
solutions provided by AlixPartners LLP in order to manage the
treatment of more than 750,000 contracts, and the analysis of more
than 70,000 claims.  This Web-enabled collaboration considerably
enhanced the efficiency and effectiveness of the process. This was
combined with extensive and collaborative negotiations for claims
at numerous federal and state EPA Superfund sites.

Additionally, the Environmental Remediation Trust, or "ERT,"
crafted by MLC in conjunction with federal, state and local
regulators, provides $536 million, subject to adjustment as
provided for in the Settlement Agreement, for the continuing
environmental remediation of remaining properties, for as long as
100 years in some cases.  The ERT's assets will consist of cash,
remaining unsold real properties, and the equipment that is
located at those properties.

"The ERT is a unique structure as compared to the traditional
large environmental bankruptcy in that it provides an overall
'national' remediation solution backed by significant funds, while
also providing a strong voice to the states involved in the
process," said Ted Stenger, executive vice president of MLC.  "It
is nearly impossible to redevelop such properties for productive,
job-creating purposes unless environmental remediation is complete
or the buyer can be assured the funding exists.  The plan provides
this assurance and has contributed to the sale or agreement to
sell more than a dozen MLC properties."

MLC anticipates that the majority of the environmental remediation
contemplated in the ERT should be completed or well underway
within five years, and that the ERT will have adequate funding to
bring facilities to regulatory closure.

A third trust will handle both present and future asbestos-related
claims against the debtors, while a fourth trust will deal with
certain litigation-related claims of the Debtors.

An additional significant accomplishment has been the aggressive
real estate sales during the bankruptcy process. Although
environmental remediation has been a need at many of the sites
under MLC's control, MLC's asset-sales team, working closely with
federal and state governments and local communities, has been able
to recently sell or secure sales agreements for 11 properties
including:

-- Pittsburgh Stamping

-- Moraine (Ohio) Assembly

-- Grand Rapids (Mich.) Stamping

-- Parma (Ohio) complex and land

-- Pontiac (Mich.) Assembly

-- Pontiac Centerpoint Central

-- Pontiac Centerpoint West

-- Pontiac Site 15

-- Pontiac Site 17

-- Pontiac Site 25

-- Pontiac building

These new sales are in addition to previously announced sales at
facilities such as:

-- Wilmington (Del.) Assembly, sold to Fisker Automotive Inc. for
   the production of hybrid electric cars

-- Pontiac (Mich.) Centerpoint Campus, sold to Raleigh Studios
   Inc. for the creation of a movie studio supporting Michigan's
   film industry

-- Strasbourg (France) Powertrain, sold to General Motors and
   saving approximately 1,200 jobs

          Asbestos Panel Supports Plan Confirmation

The Official Committee of Unsecured Creditors Holding Asbestos-
Related Claims believes the Debtors' Amended Joint Chapter 11
Plan of Reorganization meets the standards for conformation and
should thus be confirmed.

The Asbestos Committee notes that the Court's use of Section
105(a) of the Bankruptcy Code to channel Asbestos Personal Injury
Claims to the Asbestos Trust is appropriate.

Trevor W. Swett III, Esq., at Caplin & Drysdale, Chartered, in
Washington, D.C., relates that Section 524(g) of the Bankruptcy
Code, a provision enacted to address asbestos liabilities, is not
available in the Plan.  Thus, absent the use of a Section 105
injunction attempting to emulate the protections of Section
524(g) as in the Debtors' Chapter 11 cases, there would be no
assurance of fair treatment between present and future asbestos
claimants, he says.  He adds that the Plan is also supported by
the Future Claims Representative and the Asbestos Committee's
constituency, which overwhelmingly voted in favor of the Plan as
Class 5 members.

                     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 Oppose Approval of Trust Settlement
-----------------------------------------------------------
As reported in the Oct. 25, 2010 edition of the Troubled Company
Reporter, Motors Liquidation Company and its debtor affiliates
submitted to U.S. Bankruptcy Judge Robert Gerber for approval a
$773-million environmental response trust consent decree and
settlement agreement they entered with the United States
Government and 15 other parties.

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

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

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

In separate objections, the County of Onondaga and Town of Salina,
of New York and Onkwehonwe Signatory Tribe oppose approval of the
Environmental Trust Settlement.

A. Onondaga County

Onondaga County complains that the Environmental Response Trust
would require the Debtors to contribute $31.1 million towards the
environmental response required at the Debtors' Inland Fisher
Guide Facility and about the first two miles of the Ley Creek but
it does not require the Debtors to contribute towards the
environmental response required for the remainder of the Creek,
neither the current nor old creek bed.

Luis A. Mendez, Esq., senior deputy county attorney, in Syracuse,
New York, contends that the IFG Facility and Ley Creek are a
single site as defined in the Comprehensive Environmental
Response, Compensation, and Liability Act and the Resource
Conservation and Recovery Act.  Ley Creek in Onondaga County flows
downstream from the IFG Facility to Onondaga Lake and at one point
Route 11 crosses Ley Creek via a bridge.  Thus, there is no basis
in logic to require the Debtors to fund the cleanup up to the
bridge but not beyond the bridge as the Debtors' PCB contamination
did not observe territorial or property boundaries or suddenly
stop moving downstream because of a bridge that did nothing to
impede downstream contamination, he argues.

Accordingly, the County insists that the Environmental Response
Settlement is not fair, is not within the public interest, lacks
accountability and fails to promote a prompt response.

B. Town of Salina

The Environmental Settlement Agreement does not appropriately
prioritize cleanups taking into account principles of bankruptcy
and environmental law, but is designed to protect the Debtors'
assets and reduce their liabilities to the U.S. Environmental
Protection Agency while maximizing U.S.'s investment in the
Debtors, the Town alleges.

Counsel to the Town, Lee E. Woodard, Esq., at Harris Beach PLLC,
in Syracuse, New York, asserts that the alleged rationale for the
Debtors' proposed payment of 100% on their environmental
liabilities for some sites but not others is flawed, as the
arbitrary, artificial lines drawn do not recognize the nature of
the existing, continuing or migrating contamination that resulted
directly from GM's operations in the Town.  The exclusion of the
Town as a party to the ERT and a Class 4 Claimant improperly and
unfairly discriminates between similarly situated claimants
without justification, he insists.

C. Onkwehonwe Tribe

The Tribe clarifies that the Saint Regis Mohawk Tribe is a
corporate charter created by the State of New York and thus has no
legal decision making power.  Saint Regis is one of the
signatories of the Environmental Response Settlement.

Moreover, the Onkwehonwe Tribe demands that the Debtors do a total
cleanup of the contaminated lands at General Motors Central
Foundry Division Superfund Site, Rooseveltown, Hwy., St. Lawrence
County, Massena, New York, which is within the territory of the
Onkwehonwe Signatory Tribe.  The Onkwehonwe Tribe also seeks
restitution for the suffering and loss for which its members
experienced.

Kanietakeron "Larry Thompson," which signed the Onkwehonwe
Response, said in another filing the Response Settlement does not
address the poison that GM left at the Massena site.

                     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: Town of Salina Objects to $28-Mil. Settlement
-------------------------------------------------------------
As reported in the Dec. 22, 2010 edition of the Troubled Company
Reporter, Motors Liquidation Company agreed to pay $25,008,718 in
cash to settle claims lodged by the U.S. Government, on behalf of
the U.S. Environmental Protection Agency, and certain states,
according to several settlements filed with the U.S. Bankruptcy
Court for the Southern District of New York on December 14, 2010.

The settlement agreements also contemplate allowance of certain
claims as general unsecured claims under the Debtors' Amended
Joint Plan of Reorganization for $3,181,194.


Counsel to the Town of Salina, New York, Lee E. Woodard, Esq., at
Harris Beach PLLC, in Syracuse, New York, asserts that there is no
rational basis for dividing the contaminated properties and the
claims resulting from them.

Mr. Woodard further contends that the exclusion of the Town as a
party to Environmental Response Trust and a Class 4 Claimant
improperly and unfairly discriminates between similarly situated
claimants without justification.

The alleged rationale for the Debtors' proposed payment of 100% on
their environmental liabilities for some sites but not others is
flawed, as the arbitrary, artificial lines drawn do not recognize
the nature of the existing, continuing or migrating contamination
that resulted directly from GM's operations in the Town, Mr.
Woodard maintains.

                     About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GLOBAL TEL*LINK: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Global Tel*Link Corporation's
B2 Corporate Family Rating and the existing ratings for the
Company's credit facilities and maintained negative ratings
outlook.  The rating action was prompted by GTL's plans to
amend its first lien credit agreement and borrow $30 million of
incremental term loan under its existing credit agreement to fund
potential acquisitions of two inmate telecommunications service
providers which the Company is currently negotiating.  GTL expects
to close the acquisitions, subject to customary conditions and
regulatory review, during the second half of 2011.

Moody's has affirmed these ratings:

Issuer...Global Tel*Link Corporation

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $425 million of First Lien Senior Secured Term Loans due 2016
  (including $30 million of incremental first lien term loan) --
  B1, LGD3 42% (changed from 37%)

* $20 million First Lien Senior Secured Revolving Credit Facility
  due 2015 -- B1, LGD3 42% (changed from 37%)

* $30 million First Lien Senior Secured Letter of Credit Facility
  due 2016 -- B1 LGD3 42% (changed from 37%)

* $105 million Second Lien Senior Secured Term Loan due 2017 --
  Caa1 LGD5 92% (changed from 88%)

* Rating Outlook, Negative

                        Ratings Rationale

The B2 CFR reflects GTL's lack of scale and narrow business focus,
as well as high leverage, which resulted primarily from debt-
funded dividends to shareholder.  The rating is constrained by the
potential for periodic debt-financed returns to shareholders given
the modest long-term organic growth prospects for the inmate
telecommunications market.  The Company's low operating margins
evidence an intensely competitive operating environment, which is
unlikely to change materially, although continued industry
consolidation could somewhat ease conditions over time.  The B2
rating is supported by GTL's strong market share within the
correctional telecommunications industry, its track record of
successful integration of acquisitions, high customer retention
rates, revenue visibility from long-term contracts, and good
liquidity.

Moody's maintained the negative outlook mainly to reflect the
execution risk in realizing synergies from the recent acquisition
of Public Communications Services, Inc. while the inmate
telecommunications market experiences cyclical pressure.  GTL's
revenues have been declining due to lower call volumes and decline
in inmate counts resulting from constrained state and local
government budgets.  The outlook reflects Moody's concerns about
the Company's reduced financial flexibility resulting from the
increase in leverage to pay dividends and close the PCS
acquisition in November 2010, until the Company realizes a
majority of anticipated synergies.

Given GTL's high financial leverage and history of shareholder
oriented financial policies, a rating upgrade is unlikely in the
near-to-intermediate term.  However, Moody's could stabilize GTL's
ratings outlook if the Company demonstrates timely realization of
anticipated merger synergies, leverage improves to less than 5.0x,
and it generates free cash flow in mid-single digit percentages of
total debt.

Conversely, Moody's could downgrade GTL's ratings based on
expectations for negative free cash flow, lack of progress on
reducing leverage to below 5 times debt-to-EBITDA, deterioration
in liquidity, or incremental shareholder returns.  An adverse
change in the regulatory environment or evidence that soft
economic conditions are limiting end-customers' willingness or
ability to pay for GTL's phone services could also negatively
impact the rating.

Moody's most recent action on GTL occurred on October 13, 2010.
At that time, Moody's assigned ratings to GTL's new bank credit
facilities in connection with acquisition financing and dividend
distribution to shareholders and changed the ratings outlook to
negative from stable.

Based in Mobile, Alabama, Global Tel*Link Corporation provides
telecommunications services to correctional facilities.  GTL
acquired the former MCI corrections division from Verizon in July
2007; Digital Solutions, Inc. in June 2010; PCS in November 2010;
and announced plans to acquire two potential operators in the
inmate telecommunications industry in February 2011.  GTL serves
almost 2,000 facilities and over 1.1 million inmates in 46 states.
Pro forma for the acquisitions completed in 2010, GTL generates
annual revenues in excess of $500 million.


GOLDEN GATE: Faces Chapter 11 Bankruptcy, Must Raise Funding
------------------------------------------------------------
Jessica Bernstein-Wax at Marin Independent Journal reports that
former Planned Parenthood affiliate Golden Gate Community Health
has abruptly shuttered all its Bay Area, California, clinics,
including the Marin County site at Fourth and H streets in San
Rafael.

According to the report, in September the organization lost the
right to use the Planned Parenthood name after experiencing
significant financial problems.  Documents filed with the Internal
Revenue Service reveal it broke even in 2005-06, but ended 2008-09
with a $2.8 million deficit.

"If we are able to raise $800,000 by this week's end we can fully
reopen all of our sites again on Monday including our San Rafael
location, which provides safety net reproductive health care and
is the only abortion provider in Marin County," Marin Independent
Journal quotes President and CEO Therese Wilson, as saying in an
e-mail.  "If we fail to raise the necessary funding, the
organization will be forced to file Chapter 11.

The Journal says Ms. Wilson noted that Golden Gate's management
team has worked hard in recent months to cut expenses, reducing
operating costs by 33 percent and saving more than $600,000 a
month.

In a statement, the organization partially attributed the closure
to "delays in state patient reimbursements and diminished donor
support."

On Monday, Golden Gate shut down its San Rafael, San Mateo and
Oakland locations without notice.  A small number of workers are
assisting patients from around the Bay Area with medical follow-up
at the San Francisco site, said Andrea Porter, an attorney
representing the nonprofit.  The organization's Rohnert Park
clinic closed last year after the disaffiliation.  At the San
Rafael clinic, 18 employees have lost their jobs without severance
pay, Porter said, noting that those workers will get first
priority for payment should bankruptcy proceedings take place.
The 88-year-old nonprofit employed about 120 people at its clinics
in Marin, Alameda, San Francisco and San Mateo counties, Wilson
said.  It provided medical care to more than 54,000 patients a
year and sex education to an additional 10,000 people.

Ms. Bernstein-Wax relates Golden Gate's closure process will
likely take several months, as workers take care of medications
and other sensitive materials, sort confidential patient files and
collect debts, among other tasks.


GREAT ATLANTIC & PACIFIC: Landlords Blast Proposed Store Closures
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc.'s motion to
implement procedures in connection with the closing of its 32
stores hit a snag as landlords and various other groups filed
objections to the move.

In a court filing, Valley & Plainfield Associates L.P. expressed
concern that the proposed store rationalization process would
compromise the rights of the landlord and the other tenants at
the New Jersey-based Valley Mall Shopping Center.

A&P and its affiliated debtors, under the Pathmark banner, are
the main anchor tenants of the shopping center.  Pathmark
operates a 50,000 square-foot supermarket at Valley Mall pursuant
to a 1972 lease contract with V&P.

"While the landlord is cognizant of the Debtors' need to close
the store and liquidate their inventory, the Court should not
authorize the store closing sales unless they are conducted in a
manner that does not unduly compromise the rights of the landlord
and the other tenants in the shopping Center," says V&P's lawyer,
Michael Sirota, Esq., at Cole Schotz Meisel Forman & Leonard
P.A., in Hackensack, New Jersey.

Mr. Sirota proposed that the store rationalization process
provide forms of protection to the rights of V&P and its other
tenants, which include prohibiting the Debtors from conducting
auctions and requiring them to maintain the normal hours of
operation at the Pathmark store.  He proposed for the
indemnification of V&P in case it receives a citation from local
authorities as a result of the store closings.

Mr. Sirota also criticized the proposed process for the
assumption and assignment or rejection of unexpired leases.

"A significant flaw in the motion is the absence of any
requirement on the Debtors and any proposed assignee of the lease
to provide the landlord with sufficient evidence of adequate
assurance of future performance," he said.

The V&P lawyer pointed out that the filing and service of a
notice of assignment that will include merely a certification
that each assignee has demonstrated to the Debtors the financial
wherewithal and willingness to perform under the lease does not
satisfy the "adequate assurance requirements" under the
Bankruptcy Code.

Mr. Sirota, meanwhile, suggested that the rejection of leases
should not take effect until the issuance of a court order
approving the rejection and until the store is turned over to
V&P.

The proposed procedures also drew flak from Onyx Equities LLC,
The Fresh Market Inc., Citibank N.A., CitiFinancial Services Inc.
and a group of landlords.  They argued that the proposed
procedures do not address the condition of the facilities at the
time of the rejection of a lease; they render unenforceable or
are inconsistent with the terms of their leases, among other
reasons.

The Group of Landlords is composed of:

* Inland US Management, LLC,
* Eagle Enterprises of Jefferson, Inc.,
* Closter-Grocery LLC,
* Closter-Multi Owner-Grocery LLC,
* NW-East Meadow Grocery LLC,
* Benenson East Meadow LLC,
* Greenwich Grocery Owners LLC,
* Benenson Greenwich Grocery LLC,
* Kenilworth-Grocery LLC,
* Benenson Kenilworth LLC,
* NW-Midland Park Grocery LLC,
* GVD Commercial Properties Inc.,
* New Canaan-Grocery LLC,
* Southampton Grocery Owners LLC,
* Benenson Howard Beach LLC,
* Benenson Belle Harbor LLC,
* 400 N Center St Co. LLC,
* 555 S.W. 4th Ave Co LLC,
* Valley & Plainfield Associates, L.P.,
* Simon Property Group, Inc.,
* Levin Properties L.P.,
* Arlona Limited Partnership,
* Cape May Grocery Owners, LLC,
* Pine Plaza Associates LLC,
* RD Branch Associates LP,
* Crossroads Joint Venture,
* Rosmar Holding Company L.P.,
* ASN 50th Street LLC,
* CJAM Associates, LLC,
* Klingensmith Associates, LLC,
* Millwood Center, LLC,
* 380 Downing Drive, LLC,
* Grays Ferry Partners LP,
* The Centro Properties Group,
* Hutensky Group,
* Federal Realty Investment Trust,
* Alecta Real Estate Investments LLC,
* E. Windsor LLC,
* Basser-Kaufman,
* Developers Diversified Realty Corporation,
* Equity One Inc.,
* Philips International,
* Regency Centers L.P.,
* Woodbridge Plaza LLC, and
* Sacco of Farmingdale LLC

In a related development, the Debtors filed with the Court a copy
of a consultation agreement they entered into with Gordon
Brothers Retail Partners LLC and Great American Group LLC.  A
full-text copy of the agreement is available for free at:

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

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: U.S. Trustee Balks at Incentive Plan
--------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, has criticized the
proposed payment of bonuses to four executives of the Debtors
under the Key Employee Incentive Plan.

The Debtors earlier filed a motion seeking approval to implement
a short-term incentive plan for their key employees.  Under the
KEIP, as much as $1.76 million of the $6.8 million bonus pool
will be paid to four executives whom the Debtors acknowledge to
be "insiders."

The executives are Paul Hertz, executive vice-president of
operations; Thomas O'Boyle, executive vice-president of
merchandising and marketing; Carter Knox, senior vice-president
of human resources and communications; and Christopher McGarry,
senior vice-president and general counsel.

Susan Golden, Esq., U.S. Government trial attorney, said the
proposed KEIP is not an incentive plan but a retention plan given
that its primary purpose is to induce the executives to remain
with the Debtors.  She adds that the Debtors failed to prove that
the proposed payments comply with Section 503(c)(1) of the
Bankruptcy Code.

Section 503(c)(1) prohibits any transfer made to an insider of a
debtor to induce him to remain with the debtors' business, absent
a finding by the court that the transfer is essential to his
retention because he has a bona fide job offer from another
business at the same or greater rate of compensation, among other
things.

Ms. Golden pointed out that the Debtors failed to establish that
the executives have bona fide job offers with other companies at
the same or greater rates of compensation.

"Given the nation's general economic conditions, it is unclear
why these payments are even needed to retain employees who may
have limited options to find employment elsewhere," Ms. Golden
said in court papers.

The proposed bonuses also drew criticisms from the Official
Committee of Unsecured Creditors and from the local unions,
Amalgamated Meat Cutters and Retail Food Store Employees Union
Local 342 Pension Fund, and The United Food and Commercial
Workers, International Union.

The Creditors Committee said there is no justification for the
implementation of the KEIP, pointing out that the Debtors have
yet to prepare a business plan and that they "have not yet
accomplished any of the key tasks necessary to craft a true
incentive plan."

The Creditors Committee is also concerned with how the KEIP will
be viewed by the Debtors' unionized employees who are not
eligible to participate in the incentive plan.

For their part, the local unions argued that the bonuses
constitute retention payments prohibited by Section 503(c)(l) and
that there is no justification for the approval of the KEIP.

"The Debtors appear blind to the inequities of their proposal and
the devastating impact of the motion on the rest of the Debtors'
employees, the collective bargaining process, the estate and the
restructuring process," UFCW's lawyer, Richard Seltzer, Esq., at
Cohen Weiss and Simon LLP, in New York -- rseltzer@cwsny.com ?-
said in court papers.

The proposed KEIP, however, drew support from a group of debt
holders represented by New York-based Stroock & Stroock & Lavan
LLP.  The group said the short-term nature of the KEIP and the
small amount of money to be funded make the incentive plan
reasonable.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: US Trustee Opposes Trade Creditors Panel
------------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, asks the Bankruptcy
Court to deny the proposed appointment of a committee to represent
a group of direct store delivery and trade creditors in Great
Atlantic & Pacific Co.'s Chapter 11 cases.

The group earlier proposed for the appointment of a separate
committee saying their interests are distinct from those entities
represented by the Official Committee of Unsecured Creditors,
which was appointed by the U.S. Trustee.

"The Official Committee of Unsecured Creditors as currently
constituted is well-balanced and represents the interests of all
unsecured creditors," Richard Morrissey, Esq., U.S. Government
trial attorney, said in court papers.

Mr. Morrissey said the group has "narrow interests" in the
Debtors' bankruptcy cases and "can participate meaningfully in
these cases both collectively and individually."  He added that
the Debtors would incur additional cost if another committee was
appointed.

The proposed appointment also drew flak from the Creditors
Committee and from a group of debt holders.

Abhilash Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, said the interests of the direct store delivery and
trade creditors is being represented by one of the Creditors
Committee's  members, Calip Dairies Inc.

Calip Dairies, which is a direct store delivery creditor, voted
with the rest of the Creditors Committee members to oppose the
proposed appointment, further establishing that the
representation of those creditors by the Creditors Committee is a
non-issue, according to Mr. Raval.

For their part, the debt holders argued that the direct store
delivery and trade creditors did not provide evidence to support
their assertion that the Creditors Committee cannot carry out its
duties to represent the interests of all unsecured creditors.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Commences Suit vs. Local Union No. 863
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. has filed a
complaint against Local Union No. 863 to seek as much as $1
million in damages.

In a complaint filed with the U.S. Bankruptcy Court for the
Southern District of New York, A&P said it lost about $1 million
as a result of a series of protests held by members of Local
Union No. 863 at its various stores in New York, Maryland and New
Jersey.

"This is an action to recover damages for injuries suffered by
[A&P] from illegal secondary boycott activity whereby defendant
has unlawfully threatened, coerced and restrained [A&P's]
customers and suppliers," A&P's lawyer, Andrew Genser, Esq., at
Kirkland & Ellis LLP, in New York, asserts.

"As a direct result of defendant's unlawful conduct, customers
and prospective customers have turned away from or avoided
[A&P's] stores, resulting in substantially reduced sales," Mr.
Genser said in the complaint.

Local Union No. 863 represents current and former employees of
Grocery Hauler's Inc.  GHI was contracted by A&P to transport
merchandise to its stores from warehouse facilities in
Woodbridge, New Jersey, owned and operated by its supplier, C&S
Wholesale Grocers Inc.

Earlier, the Court approved the rejection of A&P's contract with
GHI despite objections from GHI and the local union.  The
rejection came after C&S decided to close down its Woodbridge
facilities and to supply the A&P stores from its other
warehouses.

A&P estimates that it would save between $10 million and $15
million annually by rejecting the contract and transitioning the
transportation services provided by GHI to C&S.  A&P selected C&S
as its new transportation service provider following a bid
process.

Aside from payment of $1 million in damages, A&P also sought a
court ruling enjoining Local Union No. 863 from taking further
actions against the company, and awarding the company legal fees
and costs it incurred in connection with the filing of the
lawsuit.

                            About A&P

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

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

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

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

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

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


HERITAGE CRYSTAL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heritage Crystal Springs I, LLC
        2500 York Road
        Jamison, PA 18929

Bankruptcy Case No.: 11-16103

Chapter 11 Petition Date: March 1, 2011

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

Judge: Gloria M. Burns

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  WEIR & PARTNERS LLP
                  20 Kings Hwy West
                  Haddonfield, NJ 08033
                  Tel: (856) 740-1490
                  E-mail: jcianciulli@weirpartners.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 eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-16103.pdf

The petition was signed by Richard R. Carroll, Jr., president of
Heritage Hills Country Club, sole member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Heritage Residential at
  Wilton's Corner, TH-4                09-11193   01/20/09
Heritage Residential at
  Wilton's Corner, VII                 09-11194   01/20/09
Heritage Highgate, Inc.                09-11198   01/20/09
HBG-Heritage Center, Inc.              09-16019   03/12/09


HIRAM SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hiram Enrique Luigi Sanchez
        dba Centro De Ortopedia Del Noroeste
        aka Dr. Hiram E Luigi
        P.O. Box 5299
        Aguadilla, PR 00605

Bankruptcy Case No.: 11-01778

Chapter 11 Petition Date: March 2, 2011

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

Debtor's Counsel: Victor Gratacos-Diaz, Esq.
                  VICTOR GRATACOS-DIAZ LEGAL OFFICE
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  E-mail: vgratacd@coqui.net

Scheduled Assets: $4,674,802

Scheduled Debts: $17,641,332

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01778.pdf


HOA RESTAURANT: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Atlanta-based HOA
Restaurant Group LLC (Hooters).  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' rating to the
company's proposed $165 million senior secured second-lien notes.
S&P rate the notes the same as the corporate credit rating and
assigned a preliminary '4' recovery rating, indicating S&P's
expectations of average (30%-50%) recovery of principal in the
event of default.

The company intends to use the proceeds of the note issuance,
along with cash, to repay its existing term loan, redeem mezzanine
debt, and pay fees associated with the transactions.  Earlier this
year, HoA used the proceeds of its existing term loan and
mezzanine debt to facilitate the purchase by private equity of
Hooters of America Inc. operator and franchisor of Hooters
restaurants, and Texas Wing Incorporated, the largest HOA
franchisee.  Concurrently with the purchase, both entities were
converted to limited liability corporations and are now guarantor
subsidiaries of Hooters.

"The speculative-grade ratings on HoA reflect S&P's expectation
that Hooters will expand operating margins and profits as a result
of cost-saving opportunities in purchasing and distribution and
combining administrative functions of HOA and TWI," said Standard
& Poor's credit analyst Charles Pinson-Rose.  This will lead to
credit metric enhancement, but S&P foresee the company maintaining
highly leveraged financial risk profile in the near term.

"S&P anticipate that same-store sales will effectively be flat or
decline moderately," added Mr. Pinson-Rose.  However, because of
sustained high unemployment, rising energy prices, and intense
competition within the industry, S&P does not foresee meaningful
improvement over the next year.  Accordingly, as a result of these
factors, S&P assess the company's business risk profile as weak.


HOVNANIAN ENTERPRISES: Incurs $64.14-Mil. Net Loss in 1st Qtr.
--------------------------------------------------------------
Hovnanian Enterprises, Inc., reported results for its first
quarter ended Jan. 31, 2011.  The Company reported a net loss of
$64.14 million on $252.56 million of total revenue for the three
months ended Jan. 31, 2011, compared with net income of
$236.18 million on $319.64 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion
in total assets, $2.07 billion in total liabilities and
$401.29 million in total deficit.

"While we were encouraged by the typical seasonal increase in both
traffic and net contracts during January, it is still too early to
tell how this spring selling season will compare to last spring's
net contracts when the federal homebuyer tax credit was still
available," commented Ara K. Hovnanian, Chairman of the Board,
President and Chief Executive Officer.

"Shortly after the close of our first quarter, we raised almost
$300 million in capital market transactions, a portion of the
proceeds of which were used to refinance 2012 and 2013 debt
maturities with new debt maturing in October of 2015.  This
additional liquidity enhances our ability to invest in attractive
land opportunities at or near the bottom of our industry's
cyclical downturn.  Over time, investments in additional land
parcels and opening new communities will boost revenues and drive
greater operating efficiencies.  Looking ahead, we will continue
to make decisions that we believe position our company to benefit
when the housing market rebounds," concluded Mr. Hovnanian.

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

              http://ResearchArchives.com/t/s?7465

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported in Feb. 3, 2011 edition of the TCR, Fitch Ratings
has assigned a 'C/RR6' rating to Hovnanian Enterprises, Inc.'s
proposed offering of $150 million of senior unsecured notes due
2015.  The issue will be ranked on a pari passu basis with all
other senior unsecured debt.

As reported by the TCR on February 2, 2011, Moody's Investors
Service assigned a Caa2 rating to Hovnanian Enterprises' proposed
$150 million senior unsecured note offering due 2015, proceeds of
which will be used to retire a like amount of existing senior
unsecured and senior subordinated notes.  At the same time,
Moody's affirmed the company's Caa1 corporate family and
probability of default ratings, B1 rating on the first
lien senior secured notes, Caa1 rating on the second and third
lien senior secured notes, Caa2 rating on the senior unsecured
notes, Ca rating on the preferred stock, and SGL-3 speculative
grade liquidity rating.  The Caa3 rating on the existing senior
subordinated notes will be withdrawn upon repayment with the
proceeds of this offering.  The outlook remains negative.

As reported in the Sept. 16, 2010 edition of the TCR, Standard
& Poor's Ratings Services affirmed its 'CCC+' corporate credit
ratings on Hovnanian Enterprises Inc., and its subsidiary, K.
Hovnanian Enterprises Inc.  S&P also affirmed its ratings on the
companies' debt and preferred stock.  S&P revised its outlooks on
the companies to negative from developing.

"Our rating on Hovnanian reflects the company's very weak credit
metrics, including an over-leveraged balance sheet, and its
expectation that a return to profitability is likely beyond 2011,"
said Standard & Poor's credit analyst George Skoufis.
"Profitability could be delayed further if the struggling housing
recovery continues to face hurdles."


HUNTINGTON INGALLS: Fitch Expects to Assigns 'BB' Issuer Rating
---------------------------------------------------------------
As announced on Jan. 24, 2011, Fitch Ratings expects to assign an
Issuer Default Rating to Huntington Ingalls Industries, Inc., and
to rate HII's proposed five-year senior secured $600 million term
loan facility, five-year $650 million revolving credit facility,
and approximately $1.18 billion of Rule 144A senior unsecured
notes:

  -- Long-term IDR at 'BB';
  -- Senior secured term loan at 'BBB-';
  -- Senior secured revolving credit facility at 'BBB-';
  -- Senior unsecured notes at 'BB'.

The Rating Outlook is expected to be Stable.  The ratings will
cover approximately $1.9 billion of outstanding debt after the
planned spin-off including the debt mentioned above and
approximately $105 million of senior unsecured legacy debt.  HII
plans to use the proceeds from the term loan and the notes to pay
a transfer to Northrop Grumman Corporation, repay intercompany
debt owed to NOC, and fund HII's initial liquidity.

The ratings reflect HII's position as a leading company in the
defense shipbuilding industry with core capabilities in building
aircraft carriers, nuclear submarines, large amphibious attack
vessels, and surface combatants.  The company derives
approximately 68% of its revenues as a sole source manufacturer,
including building and overhauling aircraft carriers for the U.S.
Navy, and it has a large and highly visible backlog ($17 billion
funded and unfunded as of Dec. 31, 2010).  HII is well-positioned
in the current defense spending environment, with roles on four of
the U.S. Department of Defense's top 11 programs in the proposed
fiscal year 2012 budget.  In addition, HII's pension funding
position (92.5% at the end of 2010) is healthy compared to many
other large defense contractors.  Fitch expects the company will
follow a conservative financial strategy after the planned spin-
off, and Fitch projects that most of HII's financial metrics will
be solid for the expected ratings.

Fitch's key concerns include HII's revenue concentration with the
U.S. Navy and Coast Guard, the ongoing restructuring at the
company's Gulf Coast operations, and uncertainty about U.S.
defense spending after FY2012.  HII generates nearly all of its
revenues from the U.S. government, exposing the company to changes
in U.S. Navy and U.S. Coast Guard plans regarding future fleet
needs.  HII will be undergoing an extensive reorganization at
least through 2012 to address performance issues at its Gulf Coast
operations; this restructuring includes the closing of its
Avondale shipyard.  Additional rating concerns include the
company's relatively low margins, weak free cash flow in the past
two years, program execution risks, the percentage of the
workforce that is unionized, exposure to hurricanes, and the lack
of a track record as a standalone company.  HII will need to
develop in-house support functions which are currently handled by
NOC, including some information technology.  The recently
disclosed False Claims Act complaint does not affect Fitch's
ratings or outlook, although it could be a longer-term concern if
the case moves forward.

Fitch's expectation to notch up the senior secured credit facility
by two rating notches from the IDR to 'BBB-' is based on the
coverage provided by HII's tangible assets and operating EBITDA
compared to the fully drawn facility.  The collateral for the
facility includes material assets of HII with the exception of the
Avondale shipyard and a few other exclusions.  In assigning the
rating, Fitch noted Newport News' solid backlog and strategic
importance to the U.S. Navy.  The amount of secured debt compared
to the amount of unsecured debt and equity in HII's expected
capital structure also supported Fitch's notching analysis.

On Jan. 31, 2011, HII was informed that the U.S. Department of
Justice was investigating a False Claims Act complaint with an
allegation that HII had misappropriated federal funds obtained
from the U.S. Government to cover damages from Hurricane Katrina.
The DoJ has not yet decided to join the complaint.  The complaint
seeks compensation of at least $835 million in addition to
penalties and other fees, representing a significant potential
financial risk for HII.  It is Fitch's view that the claim does
not currently affect HII's ratings because it is not clear whether
the case will go forward, there is a chance that HII will be able
to defend itself against the complaint, and the resolution of the
dispute will likely play out over several years.

HII recently filed financial results for the full FY2010
operations ended Dec. 31, 2010, an update of the nine month
financial results disclosed in the earlier form 10 filings.  The
FY2010 results are in line with Fitch's expectations as lower
discretionary pension contributions, a smaller increase in working
capital and lower capital expenditures eased the pressure on HII's
free cash flow (FCF; cash from operations less capital
expenditures and dividends).  FCF in 2010 was $168 million
compared to negative $269 million in 2009.  Fitch expects 2011 FCF
to be lower than that of 2010 and to improve materially in 2012
and 2013 as restructuring abates and some capital spending
projects are completed.  Fitch's projections include no share
repurchases or dividends, although HII's dividend policy will be
established by the board of directors based on HII's financial
conditions and other factors.  Fitch's financial projections show
that HII should be able to build cash based on the assumptions of
a successful Gulf Coast restructuring and continued support of the
company's programs in the defense budget.

The release of the DoD's FY2012 budget request in mid-February did
not change Fitch's ratings or outlook for HII.  Planned funding
for HII's programs was generally consistent with Fitch's
expectations.  The delay in finalizing the FY2011 budget could
temporarily affect some of HII's programs such as the Virginia
class submarine, but Fitch does not expect the delay will drive
significant changes in HII's credit profile.

HII's debt maturities will be minimal for the next several years
other than amortization of the term loan.  Required pension
contributions should also be manageable given HII's funding
position.  After the spin-off and debt issuances Fitch expects HII
will have leverage (gross debt to EBITDA) of approximately 3.2
times-3.4x, with the potential for steady improvement over the
next several years with some debt reduction and restructuring-
driven margin expansion.


HUNTSMAN INTERNATIONAL: S&P Assigns 'BB-' Rating to $650 Mil. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue rating and '2' recovery rating to Huntsman International
LLC's proposed $650 million first-lien term loan, indicating
expectations of substantial recovery (70%-90%) in the event of a
payment default.  The 'BB-' issue rating is one notch above the
'B+' corporate credit ratings on Huntsman International LLC and
its parent, Huntsman Corp. The outlooks on both corporate credit
ratings are stable.

The company will use proceeds from the proposed debt, due 2017, to
pay down a portion of the outstanding amounts under an existing
$1.64 billion ($1.3 billion outstanding as of Dec. 31, 2010)
first-lien term loan due 2014.  The proposed debt is expected to
have terms similar to the existing first-lien term loan due 2014.

Huntsman Corp. is a holding company with diverse chemical
operations that generated annual sales during 2010 of
approximately $10 billion.  Through a strategic emphasis on
increasing its performance chemicals business, Huntsman has
decreased reliance on commodity product categories and positioned
the company among the largest differentiated chemical companies
worldwide.  A key segment for the company is polyurethane
chemicals, which constituted about 38% of the company's 2010
revenue and about 31% of reported segment EBITDA.  Key products
include MDI and its input propylene oxide, which Huntsman also
produces.  In the polyurethane chemicals segment, Huntsman caters
to end-market applications including insulation in consumer
durable and nondurable products, and construction.  Other segments
consist of performance products contributing about 28% of revenue
and 35% of EBITDA; advanced materials, which constituted about 13%
of revenue and 14% of EBITDA; textile effects, which constituted
about 8% of revenue without any EBITDA; and pigments which
includes titanium dioxide and contributed about 13% of revenue and
20% of EBITDA.

Standard & Poor's considers Huntsman's financial profile to be
aggressive.  As of Dec. 31, 2010, the ratio of funds from
operations to total adjusted debt was about 15%, a level that is
in line with S&P's expectations at the current ratings of 12% to
15%.

                          Ratings List

                   Huntsman International LLC
                          Huntsman Corp.

    Corporate credit rating                     B+/Stable/--

                           New Ratings

                    Huntsman International LLC

         Proposed $650 million first-lien term loan  BB-
          Recovery rating                            2


IEMR RESOURCES: Unable to File Audited Annual Financial Statements
------------------------------------------------------------------
IEMR Resources Inc. will not be in a position to file its audited
annual financial statements, management's discussion and analysis
and related certifications for the fiscal year ended Oct. 31, 2010
on or before February 28, 2011, as required, as a result of
unanticipated delays associated with compiling the requisite
financial information to prepare the Issuer's first set of audited
financial statements since it completed its qualifying transaction
in early July, 2010.

Accordingly, the Issuer has requested the issuance of a management
cease trade order under the provisions of National Policy 12-203
Cease Trade Orders for Continuous Disclosure Defaults so as to
permit the continued trading in the Issuer's Common Shares by
persons other than insiders and employees of the Issuer.  The
Issuer is working closely with its auditors, Chang Lee LLP, and
the Issuer expects to be able to have the audit of the Statements
completed, and the Statements filed, by mid March, 2011 and in any
event no later than March 31, 2011.

The Issuer confirms that it intends to satisfy the provisions of
section 4.4 of NP 12-203 and issue bi-weekly default status
reports for so long as the Issuer remains in default of the
financial statement filing requirement containing the following
information:

a.  any material changes to the information in this default
    announcement or subsequent default status reports, including a
    description of all actions taken to remedy the default and the
    status of any investigations into any events which may have
    contributed to the default;

b.  particulars of any failure by the Issuer to fulfill its stated
    intentions with respect to satisfying the provisions of the
    alternative information guidelines;

c.  information regarding any specified default subsequent to the
    default which is the subject of the default announcement; and

d.  any other material information concerning the affairs of the
    Issuer not previously disclosed.

The Issuer intends to issue the first default status report on
March 14, 2011.  The Issuer is not subject to any insolvency
proceedings nor is there in other material information concerning
the affairs of the Issuer that has not been generally disclosed.


INT'L STORYTELLING: May Get Funding From Former Hornets Owner
-------------------------------------------------------------
Heather Richardson at NET News Service reports that the
International Storytelling Center may receive a big financial
boost from the former owner of the New Orleans Hornets.  According
to ISC founder and President Jimmy Neil Smith, George Shinn, a
long-time ISC supporter, met with the organization's board of
directors last week to give an informal presentation of his ideas.

Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010.  Judge Marcia Phillips Parsons
presides over the case.  Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor.  The Debtor both estimated assets
and debts between $1 million and $10 million.


IRH VINTAGE: Park Project Makes Second Stab at Plan Approval
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Vintage Park Apartment Homes on
Cutten Road in northwest Houston is taking a second bite at the
appeal while hoping to avoid having the project foreclosed on
April 5.  The project's owner filed under Chapter 11 in September
to halt foreclosure by Capmark Bank, which is owed $41.6 million.

Mr. Rochelle recounts that the bankruptcy judge in Houston found
defects and refused to confirm the project's Chapter 11 plan in
February.  At the same time, the judge entered an order allowing
Capmark to foreclose on April 5.  The judge gave the owner, IRH
Vintage Park Partners, a chance to file another plan.

Mr. Rochelle relates that IRH submitted the new plan along with an
explanatory disclosure statement and motion to set aside the order
allowing foreclosure.  The new plan would allow existing owners to
retain the equity in exchange for an $829,500 infusion of new
cash.  In addition, the owners would return $1.17 million they
received from IRH before bankruptcy.  The revised plan provides
for Capmark to receive a new secured note for $35.5 million,
payable in five years with amortization on a 30-year schedule.
The interest rate was raised to 3 percentage points more than the
rate on Treasury bills.  Capmark's deficiency claim is in a class
with trade suppliers.  They are to receive 15% of their claims in
cash when the plan is implemented, with the remainder in an
unsecured note with interest 5 percentage points higher than
Tbills.  There would be no payments on the note until maturity, or
sale of the property.

According to the report, the project also has a $2.6 million
mezzanine loan held by Wrightwood Capital Lender LP.  The
mezzanine lender has the option of taking 49% of the equity or
receiving payment under the original terms of the loan.

                   About Vintage Park Partners

IRH Vintage developed the Vintage Park Apartment Homes on Cutten
Road in northwest Houston.  The project, built in 2007, has 324
units situated on a 13-acre plot.  The Capmark mortgage matured in
July. The bank had installed a receiver.

IRH Village filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Texas Case No. 10-37503) on Sept. 2, 2010.  Edward L
Rothberg, Esq., Melissa Anne Haselden, Esq., and T. Josh Judd,
Esq., at Hoover Slovacek, LLP, represent the Debtor.  The Debtor
estimated assets and debts at $10 million to $50 million as of the
petition date.


KENNETH STARR: Judge Hands Down 7-Year Prison Sentence
------------------------------------------------------
Dow Jones' DBR Small Cap reports that a former New York financial
adviser was sentenced to more than seven years in prison after
pleading guilty last year to defrauding his celebrity clients and
other investors.

In a plea agreement struck last year, Mr. Starr pleaded guilty to
the charge, which carries a maximum sentence of more than 12
years' imprisonment.

                       About Kenneth Starr

Starr Investment Advisors LLC and Starr & Co., the former
businesses of money manager Kenneth I. Starr who pleaded guilty to
fraud in September, filed for Chapter 7 bankruptcy on Feb. 17 in
New York, Tiffany Kary at Bloomberg News reports.

Starr & Co., in its Chapter 7 petition (Bankr. S.D.N.Y. Case No.
11-10637), listed debt of $3.15 million and assets of $154,466.
Starr Investment Advisors has less than $23,000 in assets versus
$3.1 million in debts.

Mr. Starr himself -- not the prosecutor in the Whitewater
investigation -- faces an involuntary Chapter 7 bankruptcy
petition, which court papers show several creditors filed against
him in January 2011.

On May 27, 2010, the Securities and Exchange Commission commenced
an action styled SEC v. Kenneth Ira Starr, et al. (10-civ-4270-
SHS) in the United States District Court for the Southern District
of New York against defendants Kenneth Starr, Starr Investment
Advisors, LLC, and Starr & Company, LLC and relief defendants
Diane Passage and Colcave, LLC.  The SEC action seeks to halt an
alleged fraudulent scheme by the Defendants and asserts claims
against the Defendants for violations of the Investment Advisers
Acts of 1940.  On June 7, 2010, the court appointed Aurora
Cassirer, Esq. as the temporary receiver (the Receiver) for the
estates of Starr Investment Advisors, LLC, Starr & Company, LLC
and Colcave, LLC.  On July 8, 2010, the court appointed Aurora
Cassirer, Esq. as the permanent Receiver.

The Receiver may be reached at:

          Aurora Cassirer
          TROUTMAN SANDERS LLP
          The Chrysler Building
          405 Lexington Avenue
          New York, NY 10174
          E-mail: aurora.cassirer@kennethstarrreceivership.com

Mr. Starr's celebrity clients included Sylvester Stallone and
Wesley Snipes.  He was originally accused of defrauding at least
11 of them, including heiress Rachel "Bunny" Mellon, out of
$59 million.


KING PHARMACEUTICALS: Moody's Withdraws 'Ba3' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of King
Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating.
This action follows the recent acquisition of the company by
Pfizer Inc. and the termination of King's revolving credit
facility.

Ratings of King withdrawn:

  -- Ba3 Corporate Family Rating

  -- Ba3 Probability of Default Rating

  -- SGL-1 Speculative Grade Liquidity Rating

  -- Ba1 (LGD2, 16%) senior secured revolving credit facility of
     $500 million due 2015

Moody's does not rate King's $400 million convertible notes due
2026.

Moody's last rating action on King took place on October 12, 2010,
when Moody's placed the ratings under review for possible upgrade.

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
is a vertically integrated pharmaceutical company that develops,
manufactures, markets and sells branded pharmaceutical products.
King reported total revenues of approximately $1.1 billion for the
nine months ended September 30, 2010.


KLAMATH FALLS: S&P Raises Rating on Hospital Bonds From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'BB+' on Klamath Falls Intercommunity Hospital Authority,
Ore.'s bonds outstanding, issued on behalf of Sky Lakes Medical
Center.  The raised rating reflects S&P's view of the medical
center's notable improvement in operating performance, which has
led to improved cash flow, sound coverage, and considerable
balance sheet improvement.  The rating continues to be supported
by Sky Lakes' business position, which S&P considers solid.  The
outlook is stable.

More specifically, the rating reflects S&P's view of Sky Lakes':

* Continued improvement in operating results, with very strong
  margins in fiscal 2010 and year-to-date in fiscal 2011;

* Robust cash flow, leading to strong coverage of maximum annual
  debt service;

* Improved liquidity; and

* Good volume trends.

"In S&P's view, operating performance was very strong in the
fiscal year ended Sept. 30, 2010, continuing a solid trend of
improvement," said Standard & Poor's credit analyst Geraldine
Poon.

Sky Lakes posted a 7.6% operating margin fiscal 2010.  The
organization posted net operating income of $12.7 million on a net
revenue base of $168.1 million.  Management attributes the
improved operations to excellent control of staffing and supply
expenses and productivity initiatives.  In addition, continued
revenue cycle improvements have been instrumental in the net
revenue growth, according to management.

Sky Lakes, a 75-staffed-bed (176 licensed beds/110 capacity)
hospital located at the base of the Cascade Mountains in Klamath
Falls, Ore., services a four-county area in southern Oregon and
northern California.


LACK'S STORES: Judge OKs Austin Property Sale for $3.1-Mil.
-----------------------------------------------------------
Barry Harrell at The Statesman, in Austin, Texas, reports that a
federal bankruptcy judge has approved the sale of the former
Lack's furniture store property on West Anderson Lane in Austin
for $3.1 million to local developer Peter Barlin.  U.S. Bankruptcy
Judge Jeff Bohm signed off on the sale after Mr. Barlin's offer
was the only qualifying bid.

Mr. Barlin, according to the report, said he had not decided what
to do with the property at 2020 W. Anderson Lane.  The property
includes a 56,000-square-foot building and 4.9 acres, with a 2010
appraised value of $2.87 million.

Judge Bohm also approved the sale of former Lack's stores in Alice
and Longview.  The Alice property was purchased for $637,000 by
Austin-based Southwest Strategies Group Inc.

Lack's has sold most of its "non-retail inventory" property,
including vehicles, trailers and office equipment, and is in the
process of selling its real estate.

                        About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LEHMAN BROTHERS: Bank of Nova Scotia Allowed to Foreclose
---------------------------------------------------------
Lehman Brothers Holdings Inc. reached an agreement with Bank of
Nova Scotia New York Agency to permit the bank to pursue
foreclosure or other legal actions with respect to the properties
that were posted as collateral for the $470 million it provided
to Turnberry/Centra Sub LLC.

The properties include certain portions of the Town Square Mall
in Las Vegas, Nevada.  Turnberry availed of the $470 million loan
to finance the construction of the shopping mall.

LBHI does not have interest in the shopping mall but it holds a
claim against Turnberry for the $72 million loan it provided to
Jeffrey and Jacquelyn Soffer to fund their equity investments in
Turnberry.

Under the agreement, BNS is not allowed to collect, assess or
recover a pre-bankruptcy claim against the Debtors or to exercise
control over their assets.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_BNSAgreementTSM.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: Committee Opposes Fidelity's Motion to Compel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings Inc.'s Chapter 11 cases asks the Bankruptcy Court to deny
approval of Fidelity National Title Insurance Company's motion to
compel.

As reported in the Oct. 15, 2010 edition of the Troubled Company
Reporter, Fidelity National filed the motion to compel LCPI to
comply with the firm's insurance policies.  The move came after
LCPI allegedly refused to cooperate with Fidelity National in
investigating the company's claims as required under those
policies by denying the insurance firm access to information.
Fidelity National issued the insurance policies to LCPI for the
deeds of trust recorded against three real estate development
projects in Southern California to secure the loans provided for
those projects.

In a court filing, the Creditors Committee expressed support to
Lehman Commercial Paper Inc., saying the company has cooperated
with Fidelity in producing the necessary documents as required
under the insurance policies, and has assured the insurance firm
of its continued cooperation.

Fidelity National filed the motion to compel LCPI to comply with
the firm's insurance policies.  LCPI allegedly refused to
cooperate with Fidelity National in investigating the company's
claims as required under those policies by denying the insurance
firm access to information.

                      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: Wins Approval to Elevate Interests in Mach Gen
---------------------------------------------------------------
Lehman Commercial Paper Inc. received approval from the bankruptcy
court of an agreement in connection with the elevation of certain
interests in Mach Gen LLC and the assumption of certain open
trades.

The signatories to the agreement are Barclays Capital Inc.,
Strategic Value Master Fund Ltd., BDF Limited and the court-
appointed trustee for Lehman Brothers Inc., James W. Giddens.

Under the deal, Barclays agreed to drop its claim to the
participation interests in certain equity interests in MACH Gen,
which were acquired by SVM and BDF Limited from LCPI.  Barclays
also agreed with the elevation of those participation interests
pursuant to an assignment and acceptance agreement.

SVMF and BDF previously entered into two assignment and
acceptance agreements with LBI, which call for the elevation of
the participation interests so that they would become the record
holder and beneficial owner of those interests.

Under the deal, SVMF and BDF are required to take all actions
necessary to consummate the trades they entered into with LBI for
the purchase of certain equity interests in MACH Gen.  These
include the payment of $5.930 million, of which more than $5.4
million is on account of the trades to which SVMF is party.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/LBHI_STIPMachGen.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)


LONGYEAR PROPERTIES: Plan Filing Period Extended to April 20
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
extended Longyear Properties, LLC's exclusive period to file a
reorganization plan in its Chapter 11 case to April 20, 2011, and
its exclusive period to obtain acceptances of that plan to
June 19, 2011.

As reported in the TCR on Feb 2, 2011, the Debtor disclosed that
it is in the process of negotiating a settlement with its secured
lender and the condominium association, and that it requires
additional time to formulate and negotiate a plan of
reorganization and adequate disclosure.  The Debtor said the
Debtor's creditors generally will not be disadvantaged by the
requested extension.

                   About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection on September 22, 2010
(Bankr. D. Mass. Case No. 10-20326).  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represent the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


LONGYEAR PROPERTIES: Court Sets March 31 General Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
established March 31, 2011, at 4:00 p.m., as the deadline for the
filing of proofs of claim in Longyear Properties, LLC's Chapter 11
case.  Proofs of claim must be filed with:

     Clerk Office
     U.S. Bankruptcy Court for the District of Massachusetts
     John W. McCormack Post Office and Court House
     5 Post Office Square, Suite 1150
     Boston, MA 02109-3945

A proof of claim will not be deemed filed until it is actually
received and time stamped by the Clerk of the Bankruptcy Court at
the above address or is electronically filed via the Court's
CM/ECF system.

                   About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 10-20326) on Sept. 22, 2010.  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represents the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


LONGYEAR PROPERTIES: Can Employ Hammond as Real Estate Broker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
approved the application of Longyear Properties, LLC, for the
employment of Hammond Residential Estate as its real estate broker
with respect to its 5 remaining unsold condominium units located
at Seaver Street, Longyear at Fisher Hill, in Brookline,
Massachusetts.

For its services as broker, Hammond will charge a commission of 4%
of the selling price if the Court approved a sale of the units to
a purchaser obtained by Hammond.

                     About Longyear Properties

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 10-20326) on Sept. 22, 2010.  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represent the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


LONGYEAR PROPERTIES: Condo Trust Seeks Review of Stay Relief Order
------------------------------------------------------------------
On Feb. 10, 2011, the Trustees of Longyear at Fisher Hill
Condominium Trust asked the U.S. Bankruptcy Court for the District
of Massachusetts to reconsider its order dated Feb. 3, 2011,
denying its motion for relief from the automatic stay.  The
Condominium Trust told the Court that this motion is not an
attempt to "rehash previously made arguments," and that it filed
this motion merely to perfect and not enforce its lien.

In its motion dated Dec. 30, 2010, the Condominium Trust, a unit
owner's association created pursuant to M.G.L.c. 183A, and a
secured statutory lien creditor in the Debtor's bankruptcy
proceeding, sought not only to foreclose pursuant to its
established liens but also to proceed to exercise its contractual
and statutory rights against the Debtor's properties located at
120 Seaver Street, in Brookline, Mass., Units D101, D102, D301,
E101, E200.  In that motion, the Condominium Trust said that
Debtor had failed to file a reorganization plan and had failed to
commence monthly payments to the Condominium Trust.

On Feb. 4, 2011, the Court denied the motion for relief of stay.

The Court has scheduled a hearing for March 28, 2011, at 10:30
a.m. to consider the motion of the Condominium Trust for a
reconsideration of its order denying the Condominium Trust's
motion for relief from stay.

                   About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 10-20326) on Sept. 22, 2010.  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represent the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


MAJESTIC STAR: IRS Objects to Reorganization Plan
-------------------------------------------------
BankruptcyData.com reports that the Internal Revenue Service filed
with the U.S. Bankruptcy Court an objection to The Majestic Star
Casino's Second Amended Joint Plan of Reorganization. The IRS
objects to the Plan because it fails to provide an adequate rate
of interest on IRS Claims that total nearly $134,000.

Meanwhile, Bankruptcy Law360 reports that Gary, Ind., on Thursday
urged a Delaware bankruptcy court to reject Majestic Star Casino
LLC's reorganization plan, saying the plan does not leave the
debtor with enough cash to cover its land development agreements
with the city.

                       The Chapter 11 Plan

As reported in the Jan. 18, 2011 edition of the Troubled Company
Reporter, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, the Plan, revised again on Jan. 6, offers senior
secured credit facility lenders, owed $65.3 million, full payment
by receiving some cash and rolling over remaining debt.  If new
financing is available, the existing facility will be paid in
cash.  Holders of $348.4 million in senior secured notes are in
line for a 52% recovery from 58% of the new equity and $100.6
million in cash.  If new financing isn't available, noteholders
will receive new debt instead of cash.  Holders of the senior
notes are to be given 42% of the new equity for their
approximately $233 million in debt, resulting in a 25% recovery.
General unsecured creditors are being offered 25% in cash or a
share in $1 million, whichever is less.  Holders of $72.6 million
in discount notes are to receive nothing.

According to the Disclosure Statement, under the Plan, the Debtors
will retain and reorganize around their casino gaming properties
in Gary, Indiana, Tunica County, Mississippi, and Black Hawk,
Colorado, subject, in the case of the Black Hawk, Colorado gaming
property, to obtaining all governmental licenses, suitability
determinations, and other approvals required for such property on
or prior to 240 days following the Confirmation Date.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on Nov. 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MARKIA TOLZ: Charged in Florida with Wire Fraud
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a panel trustee from Hollywood, Florida, named Markia
Tolz was charged by federal prosecutors with mishandling
$16 million from bankrupt estates she administered.

According to the report, the criminal information says her
misappropriation of bankrupt estate funds led to $2.4 million in
losses.  Being charged in a criminal information as opposed to
indictment from a federal grand jury often indicates that the
defendant will plead guilty or may have reached a plea bargain.

U.S. prosecutors in Miami allege that Ms. Tolz committed wire
fraud between 2003 and 2010.  They are also seeking criminal
forfeiture.  Ms. Tolz, a panel trustee, was among the lawyers who
are regularly assigned to be trustees in Chapter 7 cases.

The case is U.S. v. Markia Tolz, 11-20160, U.S. District Court,
Southern District of Florida (Miami).


MASCO CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed Masco Corporation's ratings:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Unsecured bank credit facility at 'BB+'.

The Rating Outlook is Stable.

The ratings reflect Masco's leading market position with strong
brand recognition in its various business segments, the breadth of
its product offerings, and solid free cash flow generation.  Risk
factors include sensitivity to general economic trends, as well as
the cyclicality of the residential construction market.

The Stable Outlook reflects the company's strong liquidity
position as well as its demonstrated ability to generate
meaningful free cash flow.  While the company's financial results
remain negatively affected by the persistent weakness in the
housing and home improvement markets, Masco continues to generate
solid free cash flow and ended the year with $1.7 billion of cash
on the balance sheet.  The company's liquidity is also enhanced
by roughly $1 billion of borrowing availability under its
$1.25 billion unsecured revolving credit facility that matures
in January 2014.  The company should have continued access to its
revolver as Fitch expects Masco will maintain sufficient cushion
under its financial covenants.

The Stable Outlook also reflects Fitch's view of moderately
improving housing and home improvement markets in 2011 compared
with 2010.

Masco's margins and credit metrics have deteriorated over the past
few years.  EBITDA to interest coverage declined from 5.9 times in
2007 to 3.7x in 2008, 3.3x in 2009 and 3.1x in 2010.  Funds from
operations interest coverage also dropped to 2.4x in 2010 from
3.1x in 2009, 3.8x in 2008 and 4.8x in 2007.  The company's
leverage as measured by debt to EBITDA remains high at 5.3x
compared with 5.4x in 2009, 4.7x in 2008 and 2.7x in 2007.  Fitch
expects the company's leverage will improve somewhat this year,
although this ratio is expected to remain at or above 5x for
fiscal 2011.  Interest coverage ratios in 2011 should be
comparable to 2010 levels.

Masco continued to generate significant free cash flow (cash
flow from operations less capital expenditures and dividends)
during 2010, generating $220 million compared to $414 million in
2009 and $261 million during 2008.  Fitch is also encouraged that
management has taken steps to preserve its liquidity during these
still uncertain times.  Masco had been an aggressive purchaser
of its stock starting in 2003, spending about $1.2 billion
annually, on average, in share repurchases and dividends during
the 2003-2007 periods.  In 2008, Masco spent $496 million on the
combination of share repurchases ($160 million) and dividends
($336 million).  However, the company has not repurchased stock
since July 2008 and has put its share repurchase program on hold,
except for stock buybacks to offset the dilutive effect of stock
grants.  In March 2009, Masco also reduced its quarterly dividend
from $.235 per common share ($.94 annually) to $0.075 per share
($.30 annually), saving approximately $225 million per year.
Fitch expects the company will preserve its strong liquidity
position and refrain from meaningful share repurchases through at
least this year.

Fitch's rating also takes into account the cyclicality of Masco's
end markets.  In the past, Masco's relative earnings stability
during cyclical downturns was driven by end-market diversification
-- historically, weakness in residential demand has been largely
offset by growth in the repair and remodel segment.  This was not
the case in 2009, wherein both of Masco's end-markets were in
decline simultaneously.  In 2010, the repair and remodel segment
improved slightly relative to 2009 but sales for big-ticket items
remained weak during the year.  New home construction improved
last year but remained at historically low absolute levels.

There has been little upward momentum in housing so far off the
cyclical bottom.  As expected, housing metrics (new home sales,
existing home sales, and housing starts) sharply contracted
following the expiration of the national housing credit.  Clearly,
the credit 'stole' demand from upcoming months.  Fitch anticipated
that the summer and fall months of 2010 would be most affected by
the 'pull forward' of the housing credit and some ratcheting up in
demand (in response to even lower home prices and hopefully better
employment and consumer confidence) may not be apparent until
perhaps this spring.  Fitch currently projects new housing starts
will increase 10.1% in 2011 following a 6.1% growth in 2010.
After falling 14.4% in 2010, new home sales are forecast to grow
about 2% in 2011.  Fitch expects existing home sales will stay
flat in 2011 after a 4.8% decline in 2010.

The home improvement industry has shown early signs of a moderate
recovery during 2010.  The gradual improvement in the economy and
elevated consumer confidence could provide the catalyst for a
further modest increase in spending for home remodeling projects
during 2011.  Home improvement spending is anticipated to improve
4% in 2011 following an estimated 3.5% growth in 2010.  There are
also early indications that homeowners, although still cautious,
are somewhat more willing to undertake discretionary-type projects
and purchases.  However, there are still risks that could derail a
rebound in the sector.  Unemployment levels remain high; consumer
credit standards remain tight; and consumer confidence, although
improving in recent months, is still weak relative to historical
patterns.

Future ratings and outlooks will be influenced by broad housing
and home improvement market trends, as well as company specific
activity, particularly free cash flow trends and uses.  Masco's
rating is constrained in the intermediate term due to weak credit
metrics, but a Positive Rating Outlook may be considered if the
recovery in housing metrics and home improvement spending is
significantly better than Fitch's outlook and the company
significantly improves its credit metrics above Fitch's current
expectations.  Negative rating actions could occur if the
anticipated recoveries in Masco's end-markets do not materialize
and/or if management resumes a meaningful share repurchase program
before a clearly established recovery has began in the housing and
home improvement markets.


MBI DEVELOPMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: MBI Development, Ltd., a Texas limited partnership
        P.O. Box 1478
        McAllen, TX 78505

Bankruptcy Case No.: 11-70145

Chapter 11 Petition Date: March 1, 2011

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

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  CARDENA WHITIS AND STEPHEN
                  100 S Bicentennial Blvd
                  McAllen, TX 78501-7050
                  Tel: (956) 631-3381
                  E-mail: kurtstep@swbell.net

Scheduled Assets: $1,411,494

Scheduled Debts: $1,131,463

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Internal Revenue Service  1065 taxes             $1,080
P.O. Box 219690
Kansas City, MO 64121-9690

The petition was signed by Theodore Morales, Jr., manager of MBI
Development Mgmt., LLC, Debtor's general partner.


MEDICAL CAPITAL: Court Establishes May 1 Claims Bar Date
--------------------------------------------------------
The Honorable David O. Carter has set May 1, 2011, as the Claims
Bar Date for the submission of the claims and claim information
forms in the receivership proceeding captioned SEC v. Medical
Capital Holdings, Inc., et al., Case No. SA CV09-0818 (C.D.
Calif.).  Any person that believes they have a claim of any type
against Medical Capital Holdings, Inc., Medical Capital
Corporation, Medical Provider Financial Corporation I through IV,
Medical Provider Funding Corporation V and VI, Medical Tracking
Services, Inc., Healthcare Financial Management and Acquisitions,
Inc., National Health Benefits Corp., Corporate Impressions LLC,
15101 Red Hill Holdings, Inc., or their subsidiaries and
affiliates, or against any other person arising out of their
investment in any of the Medical Capital entities must send a
proof claim to Thomas Seaman, the Court-appointed Receiver, in
order to receive a distribution from the receivership estate.  Do
not file your claim with the Court.  Send your proof of claim or
claim information form to:

         Thomas Seaman
         Receiver for Medical Capital
         3 Park Plaza, Suite 550
         Irvine, CAR 92614

Claim Forms must be received by the Receiver on or before May 1,
2011, at 5:00 PM P.S.T.  If your Claim Form is not received on or
before the deadline you will lose your right to receive any
distribution from the Receiver or the Receivership Estate and your
claim will be forever barred.  Additional information regarding
submitting claims can be obtained at
http://www.medicalcapitalreceivership.com/or you may write to the
Receiver at the above address.  Claims may not be submitted by
electronic mail or facsimile.

In Aug. 2009, Medical Capital Holdings' officers asked Judge
Carter to let the Company file for Chapter 11 bankruptcy
protection and operate as a debtor-in-possession.  Judge Carter
declined that invitation to release the company from Mr. Seaman's
oversight and control.  The SEC's lawsuit against Medical Capital,
filed in July 2008, alleged that the Company defrauded investors
of at least $18.5 million.


MESA AIR: Pilots Began Negotiations With Management
---------------------------------------------------
The pilots of Mesa Air Group, who are represented by the Air Line
Pilots Association, Int'l, began negotiations with management this
week for a competitive wage and benefits package that recognizes
the pilots' sacrifices and contributions to the airline over the
years, provides incentives to retain qualified professionals, and
makes Mesa the airline of choice for prospective pilots.

"We are at a critical juncture and must act quickly to make the
necessary changes that will ensure the long-term viability of our
airline," said First Officer Marcin Kolodziejczyk, chairman of the
Mesa Air Group unit at ALPA.  "No longer is being `the cheapest' a
guarantee to winning new business.  Mesa needs to focus on
rebuilding its brand as one that respects its pilots, values our
contributions, and continues to provide our partners with a
quality product.  The pilots have done their part by consistently
delivering outstanding service to our partners and our passengers.
We expect Mesa management to do their part by negotiating a fair
agreement."

Much has changed since the pilots were last at the bargaining
table with MAG management.  In Dec. 2008, the pilots narrowly
ratified a short-term agreement with significant work-rule
improvements that brought them in line with the industry in many
key areas.  However, provisions such as increasing captain pay
rates and improving health care and other benefits were not
addressed in those negotiations due to the precarious financial
situation of the company, and they remain at levels that were
negotiated in their 2003 contract.

A year ago, MAG entered into Chapter 11 bankruptcy protection; the
company recently emerged after restructuring the airline and its
fleet to meet the needs of its partners. The union was actively
involved in working to protect pilots' rights while at the same
time ensuring the company's survival.  It was a painful process
that, among other things, resulted in hundreds of pilots being
furloughed, displaced from their bases, and/or downgraded from
captain to first officer.

Meanwhile, the pool of qualified, professional pilots is
shrinking, and industry analysts forecast a severe pilot shortage
within the next 10 years due to pilot retirements and the
decreasing number of new pilots entering the profession.
Competition for qualified pilots is already fierce, and many
regional and mainline carriers are currently hiring pilots on an
ongoing basis.  Several of these carriers have also made
significant improvements to their pilot agreements to assist them
in retaining and attracting qualified professionals.

The MAG pilots intend to make similar improvements to their
contract.  MAG is now a stronger, leaner airline with an
aggressive plan to maintain current business, secure new business,
and reward senior management, aircraft lessors, suppliers, and
other shareholders.

"Mesa's pilots must also be rewarded for their contributions to
this airline, namely for our efforts in maintaining operational
excellence," said Kolodziejczyk.  "As one of the largest
stakeholders in Mesa, the pilots are an integral part to the
company's current and future plans, and we deserve to share in its
success."

ALPA represents nearly 53,000 pilots at 38 airlines in the United
States and Canada, including the nearly 1,400 pilots-and 480 who
are on furlough-at Mesa Air Group. Mesa Air Group includes Mesa
Airlines, Freedom Airlines, and go!, the company's interisland
carrier in Hawaii. Pilots fly as United Express, US Airways
Express, and go!

                            About Mesa Air

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).


METROPCS COMMUNICATIONS: S&P Raises Corp. Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Richardson, Texas-based wireless
provider MetroPCS Communications Inc. to 'B+' from 'B'.  The
outlook is stable.

S&P also raised the secured debt rating on subsidiary MetroPCS
Wireless Inc. to 'BB' from 'B+' and affirmed this entity's 'B'
unsecured debt rating, although S&P revised its recovery rating on
the unsecured debt to '5' from '4'.  The '5' recovery rating
reflects expectations for modest (10%-30%) recovery of principal
in the event of default.  The revised recovery rating reflects
S&P's reassessment of recovery in a default scenario, with the
inclusion of the additional $1 billion of new bank debt proposed,
even with some imputed value for spectrum acquisitions.

In addition, S&P assigned a 'BB' issue-level rating to MetroPCS
Wireless Inc.'s proposed $1.5 billion term loan due 2018, which
the company will use to repay its $500 million term loan maturing
in 2013 and for general corporate purposes, including
opportunistic spectrum acquisitions.  Finally, S&P assigned a 'BB'
rating to its proposed $105 million revolving credit due 2016.
S&P assigned '1' recovery ratings to both new debt issues,
indicating expectations for very high (90%-100%) recovery of
principal in the event of default.

"The upgrade reflects the company's healthy subscriber growth over
the past few years," said Standard & Poor's credit analyst
Catherine Cosentino.  Most recently, subscribers grew by 22.8% for
the fourth quarter of 2010.  Revenue and EBITDA likewise expanded
by 16.9% and 24.4%, respectively, for 2010.  MetroPCS' financial
profile has improved as a result, with leverage at about mid-4x at
year-end 2010, including its adjustments, and S&P expects the
company to generate positive free operating cash flow on an
ongoing basis.  Pro forma for the net additional debt issuance,
leverage is likely to be nearly 5x for 2011.

"Despite this degradation in leverage, the company's financial
profile is still supportive of the upgrade, given the favorable
operating trends," added Ms. Cosentino.


MID-AMERICAN PRODUCTS: Has Deal for Going Concern Sale of Assets
----------------------------------------------------------------
Chris Gautz at the Jackson Citizen Patriot reports that Mid-
American Products said its chapter 11 bankruptcy filing will not
result in layoffs.

The Company made the filing as part of a prearranged deal on Feb.
16, Jackson Citizen Patriot quotes executive vice president Anita-
Maria Quillen as saying in an e-mail.  Ms. Quillen wrote that the
postpetition financing was arranged before the filing with Mid-
American's existing bank and has been approved by the court.

According to the report, the financing will enable the company to
have adequate working capital to finance operations through the
process.

A local investment group has submitted a purchase agreement for
the Company's assets and operations.  The deal is expected to be
approved and executed within several months of the filing.

Based in Jackson, Michigan, Mid-American Products, which employs
80, is a full-service design and thermoplastics molding company,
producing products for the automotive, aerospace, electronics and
consumer markets.

The Company filed for Chapter 11 bankruptcy protection on Feb. 16,
2011 (Bankr. E.D. Mich. Case No. 11-43868).  Judge Steven W.
Rhodes presides over the case.  Mark H. Shapiro, Esq., at
Steinberg Shapiro & Clark, represents the Debtor.  In its
petition, the Debtor estimated both assets and debts of between
$1 million and $10 million.


MIDCONTINENT COMMUNICATION: Refinancing Won't Move Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Midcontinent Communication's
recently announced refinancing of its $675 million senior secured
credit facilities does not affect the company's ratings, including
the company's B1 Corporate Family Rating, B2 Probability of
Default Rating and B1 senior secured bank debt ratings.  The
rating outlook remains stable.

The company is expected to realize modest reductions in cash
interest expense and related improvements in free cash flow
generation and overall liquidity by bringing the pricing on its
July 2010 refinancing in line with current market rates, albeit
not by a meaningful enough amount to impact ratings.  Of note, the
maturities for all tranches remain unchanged.

The last rating action for Midcontinent was on July 7, 2010, when
Moody's assigned a B1 Corporate Family Rating, B2 Probability of
Default Rating, and B1 (LGD-3, 35%) instrument level ratings to
the company's senior secured bank credit facilities consisting of
a $350 million Term Loan B due 2017, a $200 million Term Loan A
due 2016 and a $125 million Revolver due 2016.

Midcontinent Communications, headquartered in Minneapolis,
Minnesota, is a multiple cable system operating company serving
over 209,000 subscribers in the states of North Dakota, South
Dakota and Minnesota.  Comcast Corporation owns a 50% indirect
common equity interest in Midcontinent.  The company generated
approximately $310 million of revenue over the trailing twelve-
month period ended August 31, 2010.


MIRAMAR REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Miramar Real Estate Management Inc.
        53 Palmera Street
        El Caribe Building, 16th Floor
        San Juan, PR 00901

Bankruptcy Case No.: 11-01786

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fausto D. Godreau Zayas, Esq.
                  LATIMER, BIAGGI, RACHID & GODREAU, LLP
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  E-mail: dgodreau@LBRGlaw.com

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

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

The petition was signed by Carlos Lopez de Azua, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Guardsmark LLC                     --                     $650,395
Mail Code 2204
P.O. Box 2121
Memphis, TN 38159-2204

Candis A. McGowan                  --                     $165,318
Wiggins, Childs, Quin & Oantazis
The Kress Building
301 19th Street North
Birmingham, Alabama 35203

AEE                                --                      $71,918
P.O. Box 363508
San Juan, PR 00936-3508

El Caribe Tenants Deposit          --                      $70,486

HF Security                        --                      $35,000

Faccio & Pabon-Roca Law Offices    --                      $27,305

Bufete Mario Rodriguez             --                      $26,265

Nain Berrios Colon                 --                      $23,170

Marble & Stone                     --                      $20,995

JCC Tenants Deposits               --                      $19,368

Otis Elevator                      --                      $13,057

Fergunson Enterprises              --                      $12,712

Fransglobal                        --                      $12,500

Gold Shield Protection and Investig--                      $11,562

Royal Finance & Leasing Corp       --                      $11,226

Banco Popular De Pr                --                       $9,060

Empresas Fonalledas                --                       $7,270

Administracion de Tribunales       --                       $6,783

Graphic Arts Printing Inc          --                       $6,637

Loockwood Financial Advisors       --                       $5,897


MISSION TOWERS: Amends Sale for Transfer to Union Bk. Designee
--------------------------------------------------------------
Union Bank and Mission Towers Properties I, LLC, on Feb. 22, 2011,
jointly moved the U.S. Bankruptcy Court to amend its order
approving the sale of the Debtor's "Mission Towers" property to
reflect that the subject property will be transferred to Union
Bank or its designee, Bannister Realty Company, Inc., a real
estate holding company wholly owned by Union Bank, in order to
accommodate a request by the title company insuring the
transaction for Union Bank.

In response to the joint motion, the Board of County Commissioners
of Johnson County, Kansas, on Feb. 23, 2011, told the Court that
it consents to the sale of the assets so long as Johnson County's
first priority lien interest, as provided by Kansas law, will be
satisfied from the proceeds of the sale.  The Board of County
Commissioners said that a portion of the 2010 ad valorem real
property taxes on the property subject to the sale in the amount
of $172,031 remains unpaid.

On Nov. 24, 2010, the U.S. Bankruptcy Court for the District of
Kansas the sale of Mission Towers Properties I, LLC's nine-story
office building located at 5700 Broadmoor, in Mission, Kansas,
known as Mission Towers for a credit bid of $10 million.  Union
Bank holds a first lien on the property, superior to all
interests, except the unpaid ad valorem taxes due the Johnson
County Treasurer.  The approximate sum due Union Bank is the sum
of $12.4 million, plus accrued interest, late charges and other
charges.

Union Bank will satisfy all ad valorem taxes as a condition of
sale and pay cash consideration to the Johnson County Kansas
Treasurer.  The property will be sold free and clear of all liens
of record.  To the extent necessary, Union Bank will advance the
costs for any subsequent title insurance, recording fees and other
documents necessary to perfected title.

The sale of the property is in accordance with the Debtor's
overall settlement reached with Union Bank by the Debtor and the
Debtor's guarantor.

The Debtor will cease operations upon closing of the sale and will
either convert to Chapter 7 or seek dismissal of its bankruptcy
case.

The balance of any cash consideration after satisfaction of the
claimof Union Bank, if any, will be held pending further of the
Court concerning satisfaction of subordinate liens.

Union Bank's counsel may be reached at:

     Laurence M. Frazen, Esq.
     Cassandra L. Writz, Esq.
     BRYAN CAVE LLP
     1200 Main Street, Suite 3500
     Kansas City, MO 64105
     Tel: (816) 374-3200
     E-mail: lmfrazen@bryancave.com
             clwritz@bryancave.com

                       About Mission Towers

Leawood, Kansas-based Mission Towers Properties I, LLC, owns a
nine-story office building known as Mission Towers (the Property)
in Mission, Kansas.  The Company filed for Chapter 11 bankruptcy
protection on July 9, 2010 (Bankr. D. Kan. Case No. 10-12286).
Edward J. Nazar, Esq., at Redmond & Nazar, Esq., in Wichita,
Kansas, assists the Company in its restructuring effort.  In its
petition, the Debtor scheduled $11,211,322 in assets and
$16,085,073 in liabilities as of the petition date.


MORGANS HOTEL: Incurs $83.07 Million Net Loss in 2010
-----------------------------------------------------
Morgans Hotel Group Co. reported financial results for the quarter
and year ended Dec. 31, 2010.  The Company reported a net loss of
$6.92 million on $65.05 million of total revenue for the three
months ended Dec. 31, 2010, compared with a net loss of
$52.75 million on $62.84 million of total revenue for the same
period during the prior year.

The Company also reported a net loss of $83.07 million on
$236.37 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $101.60 million on $225.05 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$717.07 million in total assets, $716.30 million in total
liabilities and $764,000 in total stockholders' equity.

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

             http://ResearchArchives.com/t/s?7467

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


MWM CARVER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MWM Carver Terrace, LLC
        901 21st Street, #J, NE
        Washington, DC 20002

Bankruptcy Case No.: 11-00168

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Brent C. Strickland, Esq.
                  WHITEFORD, TAYLOR, & PRESTON L.L.P.
                  Seven Saint Paul Street
                  Baltimore, MD 21202-3324
                  Tel: (410) 347-8700
                  E-mail: bstrickland@wtplaw.com

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

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

The petition was signed by Corbett P. McClure, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Citibank, N.A.                     --                     $466,599
P.O. Box 894720
Los Angeles, CA 90189

DC Water & Sewer Authority         --                      $59,847
Measurement and Billing
P.O. Box 97200
Washington, DC 20090

Sitetec Construction Co.           --                      $58,051
6132 C. Brookshire Boulevard
Charlotte, NC 28216

Griffith-Steuart                   --                      $51,651

Potomac Electric Power Company     --                      $23,618

Carefirst                          --                      $19,468

Washington Gas, Dist of Columbia   --                       $9,377
Div.

Environmental Design &             --                       $9,300
Construction, LLC

Central Wholesalers, Inc.          --                       $9,142

DC Treasurer                       --                       $8,475

Waste Management of Maryland       --                       $6,315

David Hockstein, Inc.              --                       $3,580

Ace Fire Extinguisher Service, Inc.--                       $2,627

Interguard, Ltd.                   --                       $1,934

Southern Utilities Company, Inc.   --                       $1,722

Porcelain Refinishers Inc.         --                       $1,595

District Electrical Services, Inc. --                       $1,181

ITT Hartford                       --                         $764

McCormick Paint Works Company      --                         $749

SafeRent                           --                         $740


NAVISTAR INTERNATIONAL: To Webcast Q1 Results on Wednesday
----------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2011 first quarter financial results on Wednesday,
March 9th.  A live web cast is scheduled at approximately 10:00 AM
ET.  Speakers on the web cast will include Daniel C. Ustian,
Chairman, President and Chief Executive Officer, A. J. Cederoth,
Executive Vice President and Chief Financial Officer, and other
Company leaders.

The web cast can be accessed through a link on the investor
relations page of Navistar's web site at
http://ir.navistar.com/events.cfm. Investors are advised to log
on to the website at least 15 minutes prior to the start of the
web cast to allow sufficient time for downloading any necessary
software.  The web cast will be available for replay at the same
address approximately three hours following its conclusion, and
will remain available for a period of 10 days.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEC HOLDINGS: Sues Linde for $5.7 Million in Cleanup Costs
----------------------------------------------------------
Bankruptcy Law360 reports that National Envelope Corp. hit Linde
LLC and its predecessors with a suit in bankruptcy court on
Wednesday, seeking contribution for possibly $5.7 million in
cleanup costs for contamination from a Union, N.J., manufacturing
facility.

                         About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-
counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in a
roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEOMEDIA TECHNOLOGIES: Appoints Sarah Fay to Board of Directors
---------------------------------------------------------------
NeoMedia Technologies, Inc., announced that media industry veteran
Sarah Fay has been appointed to the NeoMedia Board of Directors.
Ms. Fay has two decades of experience in the media services
industry, and will be a key member of the NeoMedia Board, working
with the company's leadership and other Board members to further
NeoMedia's role in the mobile barcode arena.  She joins the
company as long-standing Board member James J. Keil announces his
retirement.

Ms. Fay is a well-known voice in the advertising industry on the
topics of digital marketing and media integration, as well as
developing and implementing groundbreaking new models for
advertising and media.  She has helped to build one of the most
recognized global digital advertising companies through a
combination of acquisitions, new business wins, and organic
growth.  In her previous roles as President of Carat Interactive
and then President of Isobar, Sarah orchestrated a number of
successful mergers and acquisitions.  She is also responsible for
launching Isobar Mobile, a highly regarded mobile marketing
entity.

"We are delighted that Sarah is joining the NeoMedia Board of
Directors and extremely pleased to welcome her to the team at this
point in the Company's growth.  Sarah is an industry thought
leader and her expertise and vision in the marketing and
advertising areas will be a great asset," said Laura Marriott, CEO
and Board Chairperson of NeoMedia.  "I would especially like to
thank JJ for his long and dedicated service to the company.  He
has been an invaluable asset to the organization and we greatly
appreciate his leadership and support over the years."

"The mobile barcode space is currently experiencing exponential
growth, and NeoMedia is the dominant player in this category, with
patents and technology that allow brands to harness the power of
mobile marketing," said Sarah Fay.  "I am excited to work again
with Laura Marriott, who I know and respect from her days as
President of the Mobile Marketing Association, and look forward to
helping her and her team grow the NeoMedia business, and the
mobile barcode industry generally."

James J. Keil, has been a Director of NeoMedia since August 1996,
and has announced that he will retire from the Board after 15
years of service, effective June 30, 2011.

"Having seen the company evolve over the years and grow into a
global market leader, it is time for me to retire from NeoMedia's
Board of Directors.  The market we started chasing in the early
2000s is finally starting to emerge and NeoMedia is in a great
position to take advantage of that.  The management team and the
new Board are strong and experienced and I have great confidence
in them.  I wish the team high success and look forward to seeing
many new positive developments from NeoMedia in the years to
come," said Mr. Keil.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at Sept. 30, 2010, showed
$9.04 million in total assets, $83.31 million in total
liabilities, $8.37 million in Series C convertible preferred
stock, $2.50 million in Series D convertible preferred stock, and
a stockholders' deficit of $85.14 million.

At September 30, 2010, the Company has an accumulated deficit of
$237.99 million.  The Company also has a working capital deficit
of $82.05 million, of which of which $68.51 million is related to
the Company's financing instruments, including $30.71 million
related to the fair value of warrants and those debentures that
are recorded as hybrid financial instruments, and $37.80 million
related to the amortized cost carrying value of certain of the
Company's debentures and the fair value of the associated
derivative liabilities.

As reported in the Troubled Company Reporter on April 1, 2010,
Kingery & Crous, P.A., in Tampa, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has ongoing requirements for additional capital
investment.


NEW ORLEANS SEWERAGE: S&P Affirms 'BB' Rating on Bonds
------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to positive
from stable and affirmed its 'BB' underlying rating on New Orleans
Sewerage & Water Board, La.'s water revenue bonds.

"The outlook revision is based on S&P's expectation that
management's continued rate adjustments will allow improvements in
the water department's financial position to be sustainable, to
the point that its cash flows will no longer be dependent upon
nonrecurring revenues nor interfund borrowing from the sewer
department," said Standard & Poor's credit analyst Ted Chapman.

Additional factors that, in S&P's view, still remain credit
concerns include insufficient debt service coverage levels in each
post-Katrina year, exclusive of extraordinary cash inflows; and a
dependence on interfund borrowings in recent years, with nearly
$40 million now accumulated as due to other funds.

Factors that somewhat moderate these risks include management's
demonstrated willingness to adjust rates, including a five-year,
pre-approved series of annual rate increases through fiscal 2011,
with further rate adjustment decisions likely after the
recommendations of a comprehensive rate study are evaluated and
implemented

The positive outlook reflects S&P's expectation that the rate
study recommendations, supportive relationship with the state
and federal counterparts, and continued addition of new accounts
will all serve to help the sewer system maintain consistently
improved DSC and working capital levels.  A higher rating would
be primarily predicated on a sustained return to structural fiscal
balance while still incorporating the significant infrastructure
investment that lies ahead.  This would include ongoing revenues
sufficient in nature to meet all revenue requirements -- including
capital expenditures -- at least at minimum covenanted levels,
and consistent levels of available cash on hand.  Conversely,
continued reliance on nonrecurring sources to bolster net
revenues, negative developments with regulators, or concerns
about the financial metrics could warrant a return to a stable
outlook.


NEXAIRA WIRELESS: Issues 2.5MM Shares to Settle $250,000 Debt
-------------------------------------------------------------
On Feb. 25, 2011, NexAira Wireless Inc. entered into a debt
settlement and subscription agreement with one investor whereby
the Company agreed to issue 2,500,000 shares of its common stock
in settlement of $250,000 of a $300,000 debt owing by the Company
to the investor.  The shares were issued at a deemed price of
$0.10 per share.  The Company also issued the investor a note in
the principal amount of $50,000 with respect to the remaining
balance payable on the debt.

On Feb. 24, 2011, the Company entered into a letter agreement with
Garden State Securities Inc., whereby Garden State has agreed to
provide certain advisory services to the company in consideration
for the issuance of up to 1,800,000 shares of the company's common
stock at a deemed price of $0.10 per share, with the shares to be
registered as directed by Garden State, to be issued as follows:
(a) 450,000 shares upon execution of the letter agreement; and (b)
150,000 shares at the end of each month starting on the last day
of the fourth month through the twelfth month of the term of the
agreement.

Also, on Feb. 24, 2011, the Company entered into a consulting
agreement with JFS Investments, Inc., whereby JFS Investments has
agreed to provide certain consulting services to the company in
consideration for the issuance of up to 1,800,000 shares of the
Company's common stock at a deemed price of $0.10 per share, to be
issued as follows: (a) 450,000 shares upon execution of the
consulting agreement; and (b) 150,000 shares at the beginning of
each month starting on the first day of the fourth month through
the twelfth month of the term of the agreement.

On Feb. 25, 2011, Gemini Master Fund, Ltd. delivered a notice of
conversion with respect to $10,000 of the principal amount of a
note, dated Aug. 20, 2010, in the principal amount of $400,000
issued by the Company to Gemini.  Effective Feb. 25, 2011, the
$10,000, and $518 accrued interest thereon, were converted into
142,030 common shares of our company at a deemed conversion price
of $0.074053 per share.  Gemini is an accredited investor (as that
term is defined in Rule 501 of Regulation D, promulgated under the
Securities Act of 1933, as amended), and in issuing these
securities to Gemini we relied on the registration exemption
provided for in Rule 506 of Regulation D or Section 4(2) of the
Securities Act of 1933, as amended.

On March 2, 2011, in connection with the entry into the letter
agreement with Garden State Securities Inc. and the consulting
agreement with JFS Investments Inc., the Company issued an
aggregate of 900,000 shares of common stock to four U.S. persons
who are accredited investors, and in issuing these securities to
these persons we relied on the registration exemption provided for
in Rule 506 of Regulation D or Section 4(2) of the Securities Act
of 1933, as amended.

On March 2, 2011, in connection with the closing of the debt
settlement agreement, the Company issued 2,500,000 shares of
common stock to one non U.S. person (as that term is defined in
Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S or Section 4(2) of the
Securities Act of 1933.

                       About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.

At October 31, 2010, the Company's balance sheet showed
US$1.79 million in total assets, US$4.73 million in total
liabilities, and a stockholders' deficit of US$2.94 million.


NIELSEN CO: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York, N.Y.-based media research, ratings, and data
provider The Nielsen Co. B.V. to 'BB-' from 'B+'.  All existing
issue-level ratings on the company's debt were also raised by one
notch in conjunction with the corporate credit rating change.  S&P
removed these ratings from CreditWatch, where S&P placed them with
positive implications Jan. 11, 2011.  The rating outlook is
stable.

At the same time, S&P assigned parent company Nielsen Holdings
N.V.  S&P's 'BB-' corporate credit rating with a stable outlook.

In addition, S&P assigned Nielsen Holdings N.V.'s mandatorily
convertible bonds due 2013 its issue-level rating of 'B' (two
notches lower than the 'BB-' corporate credit rating).  S&P also
assigned this debt its recovery rating of '6', indicating its
expectation of negligible recovery for bondholders in the event of
a payment default.

"The 'BB-' rating reflects S&P's expectation that Nielsen will
continue to reduce leverage, but that it will still remain high,"
said Standard & Poor's credit analyst Tulip Lim.  "It also
reflects S&P's expectation that the company's operating
performance will remain relatively stable due to its significant
sources of recurring revenue and strong market position."

These factors underpin S&P's assessment of Nielsen's business risk
profile as satisfactory.  S&P estimate that revenue will grow at a
mid-single-digit percentage rate in 2011 and that EBITDA will grow
at a mid- to high-single-digit rate.  S&P views the company's
financial risk profile as aggressive, given its still high
leverage.

Operating in approximately 100 countries, Nielsen is the leading
global provider of retail marketing and media information.
Nielsen has strong market positions in media measurement and
retail marketing information.  Marketing information and media
measurement have a high proportion of sales contracted in advance
and strong renewal rates, which lend a degree of stability to cash
flows.  Marketing information contract renewals are highly
competitive, though, and linked to the scope of services and
pricing.  Nielsen must make ongoing investments to remain
competitive, as well as maintain an efficient cost structure.


NO FEAR: Court Extends Filing of Schedules Until March 28
---------------------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California has extended, at the behest of No
Fear Retail Stores, Inc., the deadline for the filing of schedules
of assets and liabilities and statement of financial affairs until
March 28, 2011.

The previous deadline for the filing of schedules and statement
was March 10, 2011.  The Debtor asked for the extension, saying
that the size and complexity of its case are sufficient reasons to
warrant additional time for it to file the required schedules and
lists.  The Debtor had asked for an April 8, 2011 deadline.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens. It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection on Feb. 24,
2011 (Bankr. S.D. Calif. Case No. 11-02896).  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NO FEAR: Gets Interim Nod to Use Credit Cash NJ's Cash Collateral
-----------------------------------------------------------------
No Fear Retail Stores, Inc., sought and obtained interim
authorization from the Hon. Margaret M. Mann of the U.S.
Bankruptcy Court for the Southern District of California to use
the cash collateral of Credit Cash NJ, LLC, until April 18, 2011.

Steven F. Werth, Esq., at SulmeyerKupetz, explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use cash collateral pursuant
to weekly budget, a copy of which is available for free at:

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

Credit Cash asserts a first priority lien on the Debtor's assets.
As of the Petition Date, Credit Cash asserts a claim against the
Debtor in the approximate amount of $1,129,038.  Credit Cash's
asserted interest in cash collateral is adequately protected by a
substantial equity cushion, which alone provides Credit Cash
adequate protection.  Even if the equity cushion was declining,
Credit Cash would be adequately protected by a combination of (a)
the continued operation of the Debtor's business; and (b) the
granting of a replacement lien on postpetition receivables to the
extent of any diminution in value of Credit Cash's collateral as a
result of the Debtor's use of cash collateral.  The replacement
lien would be on all postpetition assets in the same priority and
to the same extent and validity as Credit Cash's asserted
prepetition security interest.

The Court ruled that pending the final hearing, the Debtor need
not make any payments to Credit Cash.  Credit Cash is prohibited
from asserting control over or sweeping the Debtor's bank accounts
and transferring in any manner any funds therein, except as
directed by the Debtor.

The Court has set a final hearing for April 1, 2011, at 2:00 p.m.

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens. It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection on Feb. 24,
2011 (Bankr. S.D. Calif. Case No. 11-02896).  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NO FEAR: Section 341(a) Meeting Scheduled for April 5
-----------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of No Fear
Retail Stores, Inc.'s creditors on April 5, 2011, at 9:00 a.m.
The meeting will be held at Office of the U.S. Trustee, 402 W.
Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San
Diego, CA 92101.

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.

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens. It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection on Feb. 24,
2011 (Bankr. S.D. Calif. Case No. 11-02896).  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.


NPS PHARMACEUTICALS: Completes Patient Randomization in REPLACE
---------------------------------------------------------------
NPS Pharmaceuticals, Inc. announced the randomization of the last
patient in REPLACE, its Phase 3 registration study of NPSP558, a
bioengineered form of human parathyroid hormone.  REPLACE is a
double-blind, placebo-controlled study evaluating the use of
NPSP558 as hormone replacement therapy in adult patients with
hypoparathyroidism.  A total of 135 patients were randomized in
this study.

"This is an important milestone in our NPSP558 pivotal study in
hypoparathyroidism and we look forward to reporting top line
results by the end of this year," said Francois Nader, MD,
president and chief executive officer of NPS Pharmaceuticals.
"There are currently no approved treatments for
hypoparathyroidism, a disease that can cause serious bone,
muscular and neurological symptoms.  Current treatment approaches
are palliative and can lead to long-term health risks.  As a
replica of natural parathyroid hormone 1-84, NPSP558 has the
potential to address this unmet need by treating the underlying
cause of the disorder rather than just managing the symptoms."

NPS believes positive results from REPLACE will enable it to file
for U.S. marketing approval in 2012 for NPSP558 in
hypoparathyroidism.

                     About the REPLACE Study

REPLACE is a randomized, double-blind, dose escalating, placebo-
controlled Phase 3 registration study to investigate the use of
NPSP558 for the treatment of adults with hypoparathyroidism at
more than 30 sites in North America and Europe.

The study consists of an average 10-week screening and
stabilization period followed by a 24-week treatment period marked
by randomization (2:1) to 50æg once daily NPSP558 or placebo.
Following randomization, patients undergo staged reductions in
calcium and vitamin D supplementation, while maintaining
stabilized serum calcium. If needed, step-wise up-titration of
study drug (NPSP558 or placebo) to a dose of 75 æg and then if
necessary to 100 æg in patients over a six to eight week period
will be performed.  Patients will continue on their final dose
through week 24.  A follow-up period without study drug will last
from week 24 to week 28.

The primary efficacy endpoint of REPLACE is to demonstrate by Week
24 at least a 50% reduction from baseline of oral calcium
supplementation and active vitamin D metabolite/analog therapy and
a total serum calcium concentration that is normalized or
maintained compared to baseline (>7.5 mg/dL).

                     About Hypoparathyroidism

Hypoparathyroidism is a rare disorder in which the body produces
insufficient levels of parathyroid hormone, the principal
regulator of calcium and phosphorus.  When the body has too little
parathyroid hormone, blood calcium levels drop and phosphorus
levels increase, which can cause muscular and neurological
symptoms, as well as bone impairments.  There is no approved
treatment for hypoparathyroidism.  It is one of the few remaining
hormone deficiency syndromes in which replacement therapy using
the native hormone is not clinically available.
Hypoparathyroidism is currently managed with large doses of oral
calcium and vitamin D supplementation to raise the calcium levels
in the blood and reduce the severity of symptoms.  Over time,
calcium may build up in the body and result in serious health
risks, including calcifications in the kidneys, heart or brain.

NPS has estimated that approximately 60,000 to 65,000 patients
suffer from hypoparathyroidism in the U.S.

             About NPSP558 (parathyroid hormone 1-84
                     [rDNA origin] injection)

NPSP558, a bioengineered replica of human parathyroid hormone 1-
84, is being evaluated in a Phase 3 registration study, known as
REPLACE, as the first hormone replacement therapy for the
underlying cause of hypoparathyroidism.  Because it mimics the
action of natural parathyroid hormone, NPSP558 has the potential
to treat hypoparathyroidism and offer a more physiological
treatment outcome than what is available with existing treatments.

Results from an investigator-initiated Phase 2 open-label proof-
of-concept study demonstrated that NPSP558 potentially can be used
as a therapeutic agent in hypoparathyroidism effectively and
safely.  The study showed that NPSP558 treatment in
hypoparathyroidism significantly reduces supplemental calcium and
1,25-dihydroxyvitamin D requirements while maintaining serum
calcium levels.  Data were published in January 2010 in the
international peer-reviewed journal Osteoporosis International.

NPS has received orphan drug status for NPSP558 for the treatment
of hypoparathyroidism.  The company's partner Nycomed markets PTH
(1-84) ex-US as Preotact(R) for the treatment of osteoporosis in
post-menopausal women at high risk of fractures.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.


NUVILEX INC: Appoints Gerald Crabtree as Chief Operating Officer
----------------------------------------------------------------
On Feb. 24, 2011, Nuvilex, Inc., appointed Gerald W. Crabtree,
Ph.D., Chief Operating Officer effective immediately.  The Company
and Dr. Crabtree are currently in the processes of finalizing an
employment agreement; however, as of March 2, 2011 there is not a
written employment agreement in place.

Dr. Crabtree has been involved with various biopharmaceutical
companies where he has alternatively supervised and coordinated
the development of multiple drug candidates, prepared clinical
protocols, investigator brochures, monographs, research and review
articles, and served as project manager for development of major
oncologic agents since 1985.  Dr. Crabtree is a Member of the
American Society of Clinical Oncology and also is a past member of
research grant review committees for the National Institute of
Health and the American Cancer Society.

Dr. Crabtree established and directed, from inception, a
department that monitored and coordinated the development of
oncologic and immunologic drugs from initial discovery through
regulatory approval in a major pharmaceutical company and served
as project manager for the development of the anticancer agent,
Taxol(R).

Dr. Crabtree was previously Department Chairman of Molecular
Pharmacology for the Nucleic Acid Research Institute and prior to
that Associate Professor of Medicine with the Roger Williams
Cancer Center at Brown University.  Most recently, Dr. Crabtree
served as Interim CEO of PhytoCeutica, Inc., where he assisted in
preparation and review of FDA documents, clinical study protocols,
investment acquisitions, and contracts and business plans.

Dr. Crabtree received his Ph.D. in Biochemistry from the
University of Alberta, Edmonton, Alberta, Canada, and has
published over 80 articles in peer-reviewed journals.  He is a
National Cancer Institute of Canada Research Fellow.

                         About Nuvilex Inc.

Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX)
-- http://www.nuvilex.com/-- operates independently and through
wholly-owned subsidiaries and is dedicated to bringing to market
scientifically derived products designed to improve the health and
well-being of those who use them.  The Company currently
manufactures, directly or indirectly through independent
contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and
related private label ink products), and Talysn(TM) Scar Cream for
sale worldwide.

Nuvilex markets its products both directly and through retail
distribution partners.  The Company's retail distribution partners
include The Vitamin Shoppe and other regional retail
establishments.

The Company's balance sheet at Oct. 31, 2010, showed $1.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $2.1 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about
Nuvilex's ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2010.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


O'CHARLEY'S INC: Moody's Gives Negative Outlook; Keeps B2 Ratings
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of
O'Charley's Inc.'s to negative from stable.  O'Charley's B2
Corporate Family rating and B3 senior subordinated notes rating,
remain unchanged.  Its speculative grade liquidity rating of SGL-3
was affirmed.

These ratings were unchanged and LGD assessments updated:

  -- Corporate Family rating at B2

  -- Probability of Default rating at B2

  -- $125 million 9% senior subordinated notes due 2013 to B3
     (LGD-5, 71%) from B3 (LGD-5, 72%)

  -- Speculative grade liquidity rating at SGL-3

The negative rating outlook reflects Moody's view that O'Charley's
debt protection measures would remain weak for the B2 rating
category in the intermediate term due to continued pressure on its
revenue and operating margin.  Particularly, its debt/EBITDA would
likely rise and sustain above 5.0x if EBITDA erodes further in
2011.  For fiscal year 2010, the company reported a year over year
EBITDA decline of nearly 34% as a result of lower revenue largely
due to negative same store sales and higher food and restaurant
operating costs.  Moody's estimate that O'Charley's financial
leverage as measured by debt/EBITDA was around 5.0x at year end
2010(incorporating Moody's analytical adjustments), approximately
one full turn higher than the prior year.

Moody's is concerned that the persistently negative SSS at the
company's anchor brand- O'Charley's concept (which represents
roughly 2/3 of the company's restaurant revenue and experienced
the most significant decline in 2010 EBITDA among all three
concepts)and its general lack of pricing power in a rising
commodity input cost environment, would erode the company's
already thin operating margin and other key credit metrics.
"However, Moody's did not change the B2 CFR as Moody's have seen
some early signs of recovery as indicated by the decelerated
negative SSS trend in the most recent quarters at O'Charley's, "
explained Moody's analyst John Zhao.  That being said, the
elevated gasoline prices which had historically hurt restaurant
sales and escalating commodity prices could derail the early
recovery.  O'Charley's ratings could be downgraded if negative
same store sales persists and margin deteriorates further in the
next 6-12 months.

The B2 Corporate Family rating continues to reflect O'Charley's
below average operating margins, weak credit metrics as well as
the challenges the company is facing in reversing the negative
same store sales and traffic trends.  The ratings positively
consider established brand names and concept/geographic
diversification.  The ratings also anticipate the company will
continue to generate modest level of free cash flow primarily
thanks to the low capital spending.  While the low spending level
is required by the credit agreement as an effective measure to
conserve liquidity, the current annual capital expenditure of
approximately $15 million is not sustainable in Moody's view
(given that depreciation level has substantially exceeded capital
expenditures) and could be detrimental to the long-term brand
strength and image if the stores are not refreshed timely.

The affirmation of SGL-3 reflects the company's adequate liquidity
profile, highlighted by modestly positive free cash flow, full
availability under its $45 million revolving credit facility
(excluding $12.6 million outstanding letters of credit) and its
significant real estate ownership which provides for alternate
liquidity in the future.  Additionally, the company doesn't have
any near term debt maturities.  Moody's SGL assessment also
incorporates the company's cash balance of $29.7 million as of
December 26, 2010.  SGL rating would be downwardly pressured if
the cushion under the leverage covenant becomes modest in the next
twelve months should EBITDA continue to decline.

O'Charley's, Inc., headquartered in Nashville Tennessee, is an
owner, operator, and franchisor of casual dining concepts that
include O'Charley's, Ninety-Nine Restaurant & Pub, and Stoney
River Legendary Steaks.  For the twelve months ending December 26,
2010, the company reported revenues of approximately $830 million.


ORLEANS HOMEBUILDERS: Judges Approves First American Claims Merger
------------------------------------------------------------------
Bankruptcy Law360 reports that Judge Peter Walsh of the U.S.
Bankruptcy Court for the District of Delaware on Thursday approved
an agreement between First American Title Insurance Co. and the
unsecured creditors committee of Orleans Homebuilders Inc. that
lumps together dozens of the insurer's disallowed claims into one
surviving claim.

                      About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.

Orleans Homebuilders, Inc., in February 2011 completed its
financial reorganization and emerged from Chapter 11 protection as
a newly reorganized company.  Orleans emerged with $160 million in
new financing, including a $30 million revolving credit facility.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned
a 'B-' issue-level rating to the company's $130 million secured
term loan.  S&P also assigned a '3' recovery rating on the secured
term loan, indicating its expectation for a meaningful (50%-70%)
recovery in the event of a payment default.  The outlook is
stable.


OXIGENE INC: Common Stock to Trade on The NASDAQ Capital Market
---------------------------------------------------------------
OXiGENE, Inc., announced that, on March 1, 2011, the Company
received a determination from the NASDAQ Listing Qualifications
Panel enabling its Common Stock to trade on The NASDAQ Capital
Market.  The Company will have until June 13, 2011 to demonstrate
compliance with the minimum $1.00 per share closing bid price
requirement and all continued listing standards of The NASDAQ
Capital Market.

As previously announced, on Feb. 25, 2011, the Company implemented
a 1-for-20 reverse stock split of its common shares in an effort
to regain compliance with NASDAQ's Bid Price requirement.  The
Company may demonstrate compliance with the applicable
requirements if its common stock has a closing bid price of at
least $1.00 per share for a minimum of ten consecutive business
days prior to June 13, 2011.  The consolidated closing bid price
for the Company's stock on March 2, 2011 was $2.27 per share.
Separately, the Company must demonstrate regained compliance with
the minimum market value of listed securities requirement and the
minimum stockholders' equity requirement prior to June 13, 2011.
While the Company expects to regain compliance with all The NASDAQ
Capital Market listing requirements and satisfy all the terms of
the Panel's decision, there can be no assurance that it will be
able to do so.

The transfer of the Company's listing from The NASDAQ Global
Market to The NASDAQ Capital Market took effect with the open of
NASDAQ trading on March 3, 2011.  The Company will continue to
trade under the ticker symbol OXGND through March 21, 2011.  The
Company's symbol will revert back to OXGN on March 22, 2011.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company's balance sheet at Sept. 30, 2010, showed $7.7 million
in total assets, $15.2 million in total liabilities, and a
stockholders' deficit of $7.5 million.

As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Boston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has incurred recurring operating losses and will be required to
raise additional capital, alternative means of financial support,
or both, prior to January 1, 2011, in order to sustain operations.


PREMIER ENTERTAINMENT: No Prepayment Penalty Owed to Noteholders
----------------------------------------------------------------
WestLaw reports that by its plain terms, a provision of a trust
indenture that provided for automatic acceleration of notes upon a
default arising from the debtors' bankruptcy filing rendered the
notes mature at time of their repayment as part of consummation of
the debtors' confirmed Chapter 11 plan, such that noteholders had
no contractual right to a prepayment premium, of kind required to
support allowance of the premium under the bankruptcy statute
governing oversecured claims.  The parties to the trust indenture,
as sophisticated parties who had expressly bargained for automatic
acceleration of the notes in event of any default caused
specifically by the filing of a bankruptcy petition, had chosen to
forego any prepayment premium in favor of an immediate right to
collect the entire debt after bankruptcy, without having to seek
stay relief in order to accelerate the debt.  In re Premier
Entertainment Biloxi LLC, --- B.R. ----, 2010 WL 3504105 (Bankr.
S.D. Miss.) (Olack, ! J.).

A copy of the Honorable Neil P. Olack's Memorandum Opinion dated
Sept. 3, 2010, in Premiere Entertainment Biloxi LLC, et al. v.
U.S. Bank National Association, et al., Adv. Pro. No. 07-05043
(Bankr. S.D. Miss.), is available at http://is.gd/aS2925from
Leagle.com.  In this adversary proceeding, the Indenture Trustee,
Pacific Investment Management Company, LLC, Deutsche Asset
Management, and Castlerigg Master Investments Ltd. sought payment
of an additional $13.7 million under their interpretation of a
Trust Indenture dated January 23, 2004.

Based in Biloxi, Miss., Premier Entertainment Biloxi LLC dba Hard
Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/--
owns and operates hotels.  On Aug. 29, 2005, Hurricane Katrina
struck the Mississippi Gulf Coast, just two days prior to the
scheduled opening of the Debtors' facility.  The Debtors'
facility was substantially destroyed.  In the aftermath of
Hurricane Katrina, 1,300 of the Debtors' employees lost their
jobs.  The company filed for Chapter 11 protection on Sept. 19,
2006 (Bankr. S.D. Miss. Case No. 06-50975).  Nicholas Van Wiser,
Esq., and Robert Alan Byrd, Esq., at Byrd & Wiser, represent
the Debtors.  Corby Davin Boldissar, Esq., at Locke Liddell &
Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $252,862,215 in assets and $226,069,921 in
debts.  The debtor emerged from chapter 11 on Aug. 10, 2007,
under a Joint Plan of Reorganization that paid all creditors
in full.


PALM HARBOR: Cavco-Third Avenue Joint Venture Wins Auction
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Harbor Homes Inc., a maker of factory-built
homes, held an auction for the business on March 1.  The winning
bidder was Fleetwood Enterprises Inc., a venture between Cavco
Industries Inc. and a fund advised by Third Avenue Management LLC.

According to the report, Cavco said in a regulatory filing that it
won the auction with a bid of $83.9 million.  The opening bid by
Fleetwood was $50 million or the amount of outstanding financing
for the Chapter 11 case, whichever was larger, plus $6.5 million
attributed to the assumption of liabilities on warranties.

The hearing for approval of the sale was scheduled for March 4.

Fleetwood has been providing as much as $55 million in secured
financing for Palm Harbor's reorganization.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13850) on Nov. 29, 2010.  It disclosed
$321,263,000 in total assets and $280,343,000 in total debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PERRY ELLIS: Moody's Upgrades Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Perry Ellis International,
Inc., to B1 from B2 and assigned a B2 rating to its new senior
subordinated bonds, concluding the review for upgrade commenced
on February 28, 2011.  The actions follow the company's pricing
of its previously announced equity offering with expected net
proceeds of approximately $52.6 million, as well as its pricing
of $150 million of 7.875% senior subordinated notes due 2019.
The upgrade incorporates expectations for an improved credit
profile pro forma for the transactions.

                        Ratings Rationale

The anticipated repayment of revolver borrowings with equity and
bond proceeds will reduce leverage and enhance external liquidity
by increasing revolver availability following Perry's utilization
of a significant amount of its revolver capacity to fund the
acquisition of Rafaella Apparel Group, Inc. Furthermore, the bond
issuance will extend the maturity profile to April 2019 for the
new bonds compared to September 2013 for the existing bonds that
will be refinanced.

Ratings are subject to review of final documentation.  Moody's
will likely withdraw the B3 rating on the existing senior
subordinated bonds due 2013 assuming the company repays
substantially all of the existing senior subordinated bonds.

Perry Ellis International, Inc.

  -- Probability of Default Rating, Upgraded to B1 from B2

  -- Corporate Family Rating, Upgraded to B1 from B2

  -- $150 million 7.875% Senior Subordinated Bonds due 2019,
     Assigned B2, LGD5, 73%

  -- Outlook, Changed To Stable From Rating Under Review

Perry's B1 corporate family rating incorporates its narrow product
focus (albeit somewhat improved with the acquisition of Rafaella)
and EBITA margins that lag most rated apparel peers.  Furthermore,
leverage in the mid 3 times debt-to-EBITDA range (pro forma for
the transactions and including the acquisition of Rafaella) poses
challenges for operating in an industry sensitive to both consumer
spending and fashion trends.  However, the company's well-known
brand portfolio somewhat diminishes sensitivity to fashion trends
and its broad range of price points allows the company to target
multiple demographic groups.  These factors contribute to a solid
presence across multiple distribution channels, notwithstanding
some customer concentration with key retailers.  Finally,
expectations for continued positive free cash flow also support
the rating.

The stable outlook assumes Perry will refinance its revolver (due
February 2012) over the near term and will successfully integrate
the Rafaella business.  In addition, to sustain the B1 corporate
family rating, Perry Ellis must demonstrate continued commitment
to maintaining a conservative credit profile.  The stable outlook
also incorporates expectations that sales growth will at least
partially mitigate the potential for cost increases that could
pressure margins beginning in late calendar 2011.

Challenges in integrating Rafaella, sustained declines in EBITDA,
or deterioration of the liquidity profile could pressure the
ratings down.  Specifically, negative free cash flow or leverage
approaching 4.5 times debt-to-EBITDA could result in a downgrade.

The company's scale and product concentration limit upward ratings
momentum.  However, Moody's would consider a higher rating with
enhanced product and channel diversification, as well as greater
scale.

Perry Ellis International designs, distributes and licenses
apparel and accessories for men and women.  The company,
through its wholly owned subsidiaries, owns or licenses a
portfolio of brands that includes Perry Ellis(R), JantzenTM,
Laundry by Shelli Segal(R), C&C California(R), Original Penguin(R)
by Munsingwear(R), Callaway(R), Cubavera(R), Savane(R), Farah(R),
GotchaTM, and Nike(R) Swim.  Pro forma for the acquisition of
Rafaella, Perry's annual revenue is approximately $900 million.


PHOENIX REALTY: Case Converted to Chapter 7 Liquidation
-------------------------------------------------------
The Arkansas Business reports that the Chapter 11 bankruptcy case
of Phoenix Realty & Development LLC has been converted to Chapter
7 liquidation.

According to the report, the Office of the U.S. Trustee had
concerns about Phoenix Realty's filing because it came just hours
after eviction papers were signed by a judge to remove Stephen
Walker, the COO of a related Phoenix entity, from a house that
belonged to Deltic Timber Corp. of El Dorado

"If this bankruptcy proceeding is converted to a Chapter 7, then
the appointed Chapter 7 Trustee will have the ability to
investigate Phoenix Realty & Development LLC, including causes of
action to recover assets to pay creditors," the report quotes
Deltic's attorney, Judy Simmons Henry of Little Rock, as stating.

Phoenix Realty & Development LLC dba Phoenix Renewable Energy
filed for Chapter 11 bankruptcy protection on Oct. 7, 2010, in the
U.S. Bankruptcy Court for the Western District of Arkansas (Case
No. 10-75276).


PORTER PLACE: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Porter Place, LLC
        3625 Cumberland Blvd., Suite 400
        Atlanta, GA 30339

Bankruptcy Case No.: 11-15573

Chapter 11 Petition Date: March 1, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Debtor's Counsel: Jimmy D. Parrish, Esq.
                  BAKER & HOSTETLER LLP
                  200 S Orange Ave #2300
                  Orlando, FL 32801
                  Tel: (407) 649-4000
                  Fax: (407) 841-0168
                  E-mail: jparrish@bakerlaw.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 nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-15573.pdf

The petition was signed by Dennis M. Suarez, member.


Q PROPERTIES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Q Properties, LLC
        3110 Sheridan Avenue
        Miami Beach, FL 33140

Bankruptcy Case No.: 11-15618

Chapter 11 Petition Date: March 2, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtors' Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan St.
                  Hollywood, FL 33021
                  Tel: (305) 757-3300
                  Fax: (305) 757-0071
                  E-mail: orthlaw@bellsouth.net

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

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-15618.pdf

The petition was signed by Ofer Mizrahi, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Q2 Properties, LLC                     11-12129   01/27/2011
OM Properties Group, Inc.              11-12974   02/03/2011


RALPH DEVITA: Chapter 11 Filing Blocks Online Auction
-----------------------------------------------------
Lona O'Connor at The Palm Beach Post reports that Ralph DeVita,
owner of Ralph & Rosie's Restaurant and Lounge, filed for Chapter
11 bankruptcy protection.  That move caused the cancellation of an
online auction of the well-loved restaurant with the signature
chickee hut.

According to the post, the city put the property for sale at
auction to recoup some of the more than $638,000 in code
enforcement fines the city says Mr. DeVita owes.  Mr. DeVita
still maintains that the fines were improper in the first place.


RASER TECHNOLOGIES: Plans to Explore Strategic Alternatives
-----------------------------------------------------------
Raser Technologies, Inc., announced that in view of its current
cash resources, nondiscretionary expenses, debt and near term debt
service obligations, it intends to explore all strategic
alternatives to maintain its business as a going concern,
including, but not limited to, a sale or merger of the Company, or
one or more other transactions that may include a comprehensive
financial reorganization of the Company.

                     About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                         *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.


RITE AID: Regains Compliance With NYSE's Listing Requirement
------------------------------------------------------------
Rite Aid Corporation received notice from the New York Stock
Exchange that the company has regained compliance with the
exchange's share price listing requirement.

Rite Aid regained compliance after its closing share price on
Feb. 28, 2011 and its average closing share price for the 30-days
of trading ending Feb. 28, 2011 were both above $1.00.  The
company, which has continued to trade as usual on the NYSE, is now
in compliance with all NYSE listing rules.

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The Company's balance sheet at Nov. 27, 2010, showed $7.8 billion
in total assets, $9.8 billion in total liabilities, and a
stockholders' deficit of $2.0 billion.


RIO RANCHO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Rio Rancho Supermall, LLC
        25211 Sunnymead Boulevard
        Moreno Valley, CA 92553

Bankruptcy Case No.: 11-16835

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Catherine E. Bauer

Debtor's Counsel: Thomas E. Kent, Esq.
                  915 Wilshire Boulevard, #2050
                  Los Angeles, CA 90017
                  Tel: (213) 380-2828
                  Fax: (213) 380-2826
                  E-mail: tkent@leekent.com

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

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

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

The petition was signed by Eric S. Kim, authorized agent.



RIVER ROAD: Och-Ziff Unit Bids $53 Million for Chicago Hotel
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that an affiliate of Och-Ziff
Capital Management Group LLC made a fresh bid for the
InterContinental Hotel Chicago O'Hare, raising its offer to $53
million as the fight over the company's proposed auction rules
continues to linger in an appeals court.

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manage the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.


RL CARTER: Case Converted to Chapter 7; Operations Halt
-------------------------------------------------------
Clarissa Kell-Holland at Land Line Magazine reports that R.L.
Carter Trucking Inc. ceased operations, and its Chapter 11 case
was converted to Chapter 7 liquidation.

According to the report, about 240 drivers for the Company
received news March 2 that their company was suspending
operations.  Some were under loads and were running low on fuel
when they received word that as of 3:15 p.m. Wednesday the company
was shutting its doors for good.

Transportation Alliance Bank, based in Ogden, Utah, received
permission from the U.S. Bankruptcy Court in Southern District of
Indiana judge and from other creditors to help secure equipment
and to aid drivers, Land Line quotes Curtis Sutherland, director
of accounts receivable financing operations for TAB, as saying.

Based in Clayton, Indiana, R.L. Carter Trucking Inc. filed for
Chapter 11 bankruptcy protection on Sept. 24, 2010 (Bankr. S.D.
Ind. Case No. 10-14458).  Judge Anthony J. Metz III presides over
the case.  Jeffrey J. Graham, Esq., at Jerald I. Ancel, Esq., at
Taft Stettinius & Hollister LLP, represents the Debtor.  In its
petition, the Debtor estimated both assets and debts of between
$1 million and $10 million.


ROBB & STUCKY: Court OKs Procedures for Sale of Assets
------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida has approved Robb & Stukcy Limited
LLLP's proposed procedures for the sale of substantially all of
the Debtor's assets.

The sale price will be determined by a physical inventory of the
locations and the SKUs for merchandise located at the Debtor's
distribution centers.

The Debtor entered into a stalking horse agreement with a joint
venture comprised of Hudson Capital Partners, LLC, and HYPERAMS,
LLC.  The joint venture, as the stalking bidder, will serve as
agent for the liquidation of substantially all of the Debtor's
assets, subject to higher and better offers received at an
auction.  A copy of the Stalking Horse Agreement is available for
free at:

  http://bankrupt.com/misc/ROBB& STUCKY_stalking horse pact.pdf

The Debtor proposed a payment of a combined expense reimbursement
and break-up fee of $475,000 to the Stalking Horse Bidder, in the
event that the Stalking Horse Bidder won't be the winning bidder.

Bidders will be required to submit good faith deposits with the
Debtor by March 4, 2011, at 4:00 p.m. (prevailing Eastern Time).
The Good Faith Deposits will be equal to 10% percent of the cash
purchase price of the bid, or of the Guaranteed Amount, as the
case may be, subject to the Debtor's right to modify the
requirement.  Good Faith Deposits of all bidders will be held in a
separate interest-bearing account for the Debtor's benefit until
the Successful Bidder consummates its transaction.  If a
Successful Bidder fails to consummate an approved sale because of
a breach or failure to perform on the part of such Successful
Bidder, the Debtor will not have any obligation to return the Good
Faith Deposit deposited by the Successful Bidder, and the Good
Faith Deposit will irrevocably become property of the Debtor.

If for any reason the Successful Bidder(s) fails to consummate the
sale transaction(s) or any part thereof, the offeror of the second
highest or best bid will automatically be deemed to have submitted
the highest or best bid and to the extent the offeror and the
Debtor consents, the Debtor and the offeror are authorized to
effect a transaction with the offeror(s) as soon as is
commercially reasonable.

The Sale will commence at the inventoried locations on the first
day after entry of approval by the Court, which will be entered no
later than March 15, 2011.  The Agent will complete the Sale, and
will vacate each Inventoried Location's premises in favor of the
Debtor or its representative or assignee on or before June 30,
2011.

If the Debtor receives another offer, an auction will be conducted
on March 7, 2011, at 10:00 a.m. (prevailing Eastern Time).  During
the auction, the next bid will provide the Debtor incremental
value of at least $625,000.

Objections to the sale of the Assets must be filed by March 4,
2011, at 4:00 p.m. (prevailing Eastern Time).

The sale approval hearing will be held on March 8, 2011, at
1:00 p.m. (prevailing Eastern Time).

As soon as practicable after the Debtor ascertains which contracts
and leases will be assumed and assigned (if any), but no later
than March 5, 2010, the Debtor will file an assignment schedule
with the Court and serve the assignment schedule on the non-debtor
counterparties to those contracts and leases.  Objections to the
assumption and assignment of any contract or lease identified on
the assignment schedule must be filed with the Court and be
actually received by the objection notice parties no later than
March 7, 2011.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.

The Debtor estimated its assets and debts at $50 million to
$100 million.


RPM FINANCIAL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RPM Financial, LLC
        4805 Sweetwater Road
        Highland Home, AL 36041

Bankruptcy Case No.: 11-30545

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                           Case No.
        ------                           --------
   Diamond Quality Stores, LLC           11-30546
   Trailer Sales, Inc.                   11-30547

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtors' Counsel: George W. Thomas, Esq.
                  KAUFMAN, GILPIN, MCKENZIE, P.C.
                  P.O. Drawer 4540
                  Montgomery, AL 36103-4540
                  Tel: (334) 244-1111
                  Fax: (334) 244-1969
                  E-mail: gthomas@kgmlegal.com

                            Estimated          Estimated
                             Assets              Debts
                             ------              -----
RPM Financial            $0 to $50,000   $100,001 to $500,000
Diamond Quality          $0 to $50,000   $1 mil. to $10 mil.

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb11-30545.pdf

The petition was signed by K. Raymond McCullough, manager.


RUGGED BEAR: Owner of 3 Malls Object to Liquidation Sales
---------------------------------------------------------
Jon Chesto at The Patriot Ledger reports that Rugged Bear is
seeking court approval to terminate leases at its 29 stores and
hold liquidation sales.

A shopping center owner objects to the proposal.  W/S Development
is concerned that the trappings of the typical going-out-of-
business sale would hurt the images of its three shopping centers
where Rugged Bear is a tenant.

According to the report, the objection that was filed last week
expresses concerns about how Rugged Bear's closing would affect
Derby Street Shoppes in Hingham, the Chestnut Hill Shopping
Center, and The Shoppes at Farmington Valley in Canton, Conn.  W/S
Development describes all three sites as upscale shopping centers
in affluent communities.

W/S Development, which is based in Chestnut Hill, argues that
Rugged Bear's proposed liquidation guidelines may be interpreted
to allow excessive or obnoxious signs.  W/S Development also
objects to a proposal to allow for exterior

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SECURUS TECHNOLOGIES: Moody's Gives Pos. Outlook; Keeps B3 Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook on
Securus Technologies, Inc. debt to positive from stable,
reflecting the company's recent deleveraging, cash flow
improvements and Moody's expectations that these developments
should lead a more sustainable capital structure in line with the
Company's cash flow generating ability.  Following the partial
repayment of the $50 million pay-in-kind toggle notes at Securus's
parent Securus Holdings, Inc., Moody's expects that adjusted
Debt/EBITDA leverage will end the first quarter of 2011 slightly
above 5.0x, which is a material reduction from the nearly 6.0x
adjusted leverage levels at the end of 2009.  However, Moody's
remains concerned about the remaining PIK notes in the company's
capital structure, which continue to accrete and threaten the
deleveraging progress.  Furthermore, the current capital
structure, albeit improved from the early 2010 time frame, still
limits the company's resilience to competitive or economic
pressures.

As part of the rating action, Moody's affirmed the company's B3
corporate family rating, the B3 probability of default rating and
the B1 rating on the company's existing senior secured credit
facilities.  However, the loss given default assessment was
changed to B1 (LGD3-34%) from B1 (LGD3-32%), as the partial
repayment of the subordinated PIK toggle notes at the parent level
eliminated some of the loss absorption provided to the most senior
creditors in the capital structure.  Moody's also notes that as
more junior debt is repaid, the ratings of the senior secured
facilities are likely to converge towards the corporate family
rating as those debt instruments represent a greater proportion of
total debt.

These ratings have been affected:

Securus Technologies, Inc.

* Corporate Family Rating Affirmed B3
* Probability of Default Rating Affirmed B3
* Outlook -- Changed to Positive from Stable

Debt Instruments -

* Senior Secured Credit Facility to B1 (LGD3-34%) from B1 (LGD3-
  32%)

                        Ratings Rationale

Securus's B3 corporate family rating reflects the Company's
small scale and narrow business focus relative to other
rated telecommunications companies, offset by recent
leverage improvements and the Company's multi-year contractual
relationships to provide communications services to over ---
correctional facilities in the US and Canada.  The ratings are
also supported by the improvement in the company's operating
margins and cash flow metrics over the past few years, given the
company's focus on cost containment and lowering bad debt expense.
These initiatives were critical in the company's turnaround, as
providing communications services to corrections facilities is a
low margin business characterized by winning new contracts and
renewals through competitive bids, which include high commission
payments to prison facilities.  As Moody's does not expect the
overall corrections facility telecommunications market to grow,
and given the continued declines in Securus's wholesale
businesses, future free cash flow generation will be greatly
dependent on continued EBITDA improvements through cost saving
measures.  As such, the ongoing accretion of the company's PIK
notes threatens the deleveraging trajectory.

The rating is also supported by Securus's good liquidity over
the next 12 months.  Moody's expects the company to end the
first quarter of 2011 with about $40 million in cash on the
balance sheet, with about $30 million available capacity under
its $35 million revolver.  Moody's does not anticipate financial
covenant compliance issues over the next four quarters.

Moody's most recent rating action for Securus was on April 29,
2010, when Moody's upgraded Securus's CFR to B3 from Caa2.

Based in Dallas, TX, Securus Technologies, Inc., is one of the
largest providers of inmate telecommunication services to
correctional facilities, with a presence in 43 states and Canada.
The company generated approximately $330 million of revenue for
the twelve months ending December 31, 2010.


SENSUS USA: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Sensus USA Inc.'s B2
corporate family, B2 probability of default and B3 senior
subordinate rating.  The Ba2 senior secured ratings of Sensus
and its subsidiary, Sensus Metering Systems (Luxco 2) S.a.r.l.,
were also affirmed.  The ratings outlooks for both Sensus and
Luxco were changed to negative from positive to reflect the
recent restatement of Sensus' financial results which led to a
reduction in aggregate operating income of about $34 million in
its fiscal 2009 and 2010 (March 31 year end).  While the impact
of the restatement was non-cash, current Debt/ EBITDA leverage
(adjusted by Moody's) has consequently increased to about 6x
compared to Moody's prior expectation of under 5x.  As a result
of the restatement Moody's believe Sensus is unlikely to maintain
compliance with one of its bank financial covenants when a
scheduled step-down occurs on April 1, 2011.  The negative outlook
reflects Moody's concern that the company's liquidity is weak,
which could drive the ratings lower absent better than expected
earnings or obtainment of covenant relief.

Sensus' B2 corporate family rating considers its position as a
leading global manufacturer of water meters and its good exposure
to water meter replacement revenues across various geographies
which offers resilience to its results during challenging economic
conditions.  Sensus' rating is also supported by ongoing
deployment of its Advanced Metering Infrastructure solutions and
the prospects for additional AMI contract wins as the utility
industries (driven primarily by electric utilities) continue the
transition to smart meters.  Notably, Sensus is one of the current
leaders in AMI, having shipped an aggregate of about 8 million
endpoints by the end of 2010.  Despite this success, the pace at
which utilities may award additional AMI contracts is uncertain,
leaving us cautious to the extent that AMI will drive Sensus'
results through the near term.  Key challenges within Sensus'
rating include adjusted leverage of about 6x, material weaknesses
in internal controls over financial reporting, and Moody's near
term concerns over covenant compliance.  Moody's expect Sensus'
adjusted leverage will remain elevated (close to 5.5x through
fiscal 2012) as modest earnings growth is countered by cash
consumption related to earn-out payments associated with a
previous acquisition.

Downward rating action would occur if financial covenant pressures
continue unabated.  The rating will also be lowered if Sensus'
adjusted leverage is sustained above 6x and its free cash flow
remained negative through fiscal 2012.  While not currently under
consideration, the rating could be moved up should the company
improve its liquidity profile and sustain adjusted leverage below
5x and free cash flow to debt above 5%.

Moody's last rating action was on June 21, 2010, when Moody's
affirmed the ratings of Sensus and Luxco and changed the ratings
outlook to positive.

Headquartered in Raleigh, North Carolina, Sensus USA Inc. is a
leading provider of metering and related communication systems
to electric, gas and water utilities globally.  Revenue for the
last twelve months ended December 31, 2010 was approximately
$865 million.


SERRON INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Serron Investments, Inc.
        7318 Topanga Canyon Boulevard, #210
        Canoga Park, CA 91303

Bankruptcy Case No.: 11-12566

Chapter 11 Petition Date: March 1, 2011

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Moises S. Bardavid, Esq.
                  LAW OFFICES OF MOSES S. BARDAVID
                  16133 Ventura Blvd 7th Fl
                  Encino, CA 91436
                  Tel: (818) 377-7454
                  Fax: (818) 377-7455
                  E-mail: mbardavid@hotmail.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-12566.pdf

The petition was signed by Oscar Broederlow, secretary.


SERVICE CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Service Corporation International
to Ba2 from Ba3 and assigned a Baa2 its proposed $500 million
amended revolving credit facility due 2016.  The $500 million
revolver due 2016 will replace a $400 million revolver maturing in
2013.  Concurrently, Moody's upgraded the senior note ratings to
Ba3 from B1 and the speculative grade liquidity rating to SGL-1
from SGL-2.  The rating outlook was changed to stable from
positive.

Moody's assigned these ratings (assessments):

  -- $500 million senior unsecured revolver (guaranteed) due 2016,
     Baa2 (LGD 1, 7%)

Moody's upgraded these ratings (assessments revised):

  -- $400 million senior unsecured revolver (guaranteed) due 2013,
     to Baa2 (LGD 1, 7%) from Baa3 (LGD 1, 6%)- rating to be
     withdrawn upon closing of refinancing

  -- $9 million 7.875% senior unsecured debentures due 2013, to
     Ba3 (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $181 million 7.375% senior unsecured notes due 2014, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $157 million 6.75% senior unsecured notes due 2015, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $213 million 6.75% senior unsecured notes due 2016, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $295 million 7.00% senior unsecured notes due 2017, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $250 million 7.625% senior unsecured notes due 2018, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $250 million senior unsecured notes due 2019, to Ba3 (LGD 4,
     62%) from B1 (LGD 4, 61%)

  -- $150 million 8.0% senior unsecured notes due 2021, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- $200 million 7.5% senior unsecured notes due 2027, to Ba3
     (LGD 4, 62%) from B1 (LGD 4, 61%)

  -- Senior unsecured shelf, to (P)Ba3 (LGD 4, 62%) from (P)B1
     (LGD 4, 61%)

  -- Corporate Family Rating, to Ba2 from Ba3

  -- Probability of Default Rating, to Ba2 from Ba3

  -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

                        Ratings Rationale

The upgrade of the CFR to Ba2 reflects a track record of steady
financial performance through the recent economic downturn and
improved results in fiscal 2010, stable cash flow generation and a
demonstrated commitment to conservative financial policies.  The
upgrade of the Speculative Grade Liquidity Rating to SGL-1
reflects significant free cash flow generation, near complete
availability under the upsized revolver and solid cushion under
financial covenants.

"SCI has expanded its market presence through strategic
acquisitions while also investing in its preneed funeral and
cemetery operations.  Despite pressure from lower funeral volumes,
SCI has reduced financial leverage to about 3.7x (reflecting
Moody's adjustments) at the end of 2010" says Moody's Senior Vice
President Lenny Ajzenman.

The Ba2 CFR reflects the company's leading market position in the
North American death care services industry, a geographically
diverse portfolio of funeral and cemetery properties, solid
financial strength metrics that are in line with the rating
category and stable cash flows supported by a large backlog of
preneed funeral and cemetery contracts.  The ratings are
constrained by weak near term funeral volume trends, a steady
increase in cremation rates, potential volatility in trust
performance and the susceptibility of preneed cemetery sales to a
difficult economic climate.

The stable outlook reflects Moody's expectation of modest revenue
and profitability growth in 2011 driven by growth in cemetery
revenues and the full year impact of acquisitions.

Upward rating momentum could develop if the company demonstrates
sustained growth in comparable funeral and cemetery volumes and
material improvement in financial strength metrics.  Specifically,
the ratings could be upgraded if debt to EBITDA and free cash flow
to debt are expected to be sustained at about 3.2 times and 15%,
respectively.

The ratings could be pressured by a significant and sustained
weakening of metrics resulting from (i) a sharp drop in cemetery
property sales, funeral volumes, average revenue per funeral or
trust income; (ii) an increase in litigation exposure; or (iii) an
increase in debt to fund a large acquisition, share repurchase or
dividend.  If Debt to EBITDA and free cash flow to debt are
expected to be sustained at over 4.5 times and less than 7%, a
downgrade is possible.

Service Corporation International is North America's largest
provider of deathcare products and services with revenues of about
$2.2 billion in the year ended December 31, 2010.  At December 31,
2010, the company operated a network of 1,405 funeral service
locations and 381 cemeteries across the US, Canada, and Puerto
Rico.


SIGULER GUFF: Drops Lawsuit Against Former Distressed-Debt Head
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Siguler Guff & Co. has
abandoned a lawsuit that accused the former head of its core
distressed fund-of-funds business, Maria Boyazny, of stealing
proprietary information.


STIRLING INT'L: Sotheby's in Chapter 11 to Resolve Leases
---------------------------------------------------------
Mary Shanklin at the Orlando Sentinel reports that Stirling
Sotheby's International Realty filed for Chapter 11 bankruptcy.

It was unfortunate his company has to reorganize but he expected
the process to be completed and for Stirling to emerge out of the
bankruptcy before the end of the year, Orlando Sentinel quotes
Stirling co-founder Roger Soderstrom as stating.

According to the report, the firm negotiated some of its leases
but financial consultants advised filing for bankruptcy a way to
resolve other leases and outstanding financial obligations.

Stirling Sotheby's International Realty is a 21-year-old firm with
headquarters on International Parkway in Heathrow and downtown
Orlando offices in the Plaza.

Heathrow, Florida-based Stirling International Realty, Inc., also
known as Stirling Sotheby's International Realty, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 11-02388) in Orlando,
Florida on Feb. 24, 2011.

The Debtor is represented by:

     Lawrence M. Kosto, Esq.
     KOSTO & ROTELLA PA
     P.O. Box 113
     Orlando, FL 32802
     Tel: (407) 425-3456
     Fax: (407) 423-9002
     E-mail: lkosto@kostoandrotella.com

In its schedules, the Debtor disclosed $1,188,815 in assets and
$6,453,366 in liabilities.


STATEWIDE INC: Penguin Windows Plans to Continue Operations
-----------------------------------------------------------
Nick Visser at Seattle Times reports that residential window
installer Penguin Windows, in Chapter 11 bankruptcy protection,
said it intends to contibune business operations.  The Company
laid off 210 employees beginning in early February but said it
hoped to continue running its remaining location, in Vancouver,
Washington, where an additional 156 worked.

"They plan to continue to operate, increase their sales and
strengthen the company from there," Seattle times quotes attorney
Shelly Crocker, of Crocker Law Group in Seattle, who is
representing Penguin in the bankruptcy, as stating.  "They are
still installing windows."

According to the report, Penguin, which is incorporated as
Statewide Inc., has debts of between $1 million and $10 million
and assets in the same range, according to preliminary documents
filed Friday in federal bankruptcy court in Seattle.  With at
least 200 creditors, its largest unsecured debt is more than
$870,000 owed to Great Lakes Windows of Chicago, a major supplier
of windows installed by the company.

Mr. Visser notes Ms. Crocker said the lifetime warranty offered on
all windows installed by Penguin will still be honored.  She said
she isn't aware of any active issues with homeowners.

Mukilteo, Washington-based Statewide, Inc., doing business as
Penguin Windows, filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 11-12100) on Feb. 25, 2011, in Seattle.  Shelly Crocker,
Esq., at Crocker Law Group PLLC, in Seattle, serves as counsel to
the Debtor.  In its schedules, the Debtor the disclosed assets of
and liabilities of $1,000,001 to $10,000,000 as of the Chapter 11
filing.


SUNTRUST BANKS: Fitch Affirms 'C' Individual Rating; Outlook Pos.
-----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
SunTrust Banks, Inc., and its bank subsidiary, SunTrust Bank at
'BBB+'.  The Rating Outlook has been revised to Positive from
Stable.

The affirmation of STI's ratings reflects that the company's
credit and earnings performance have stabilized and have trended
positively over the past year.  The affirmation also considers
that STI's ratings remain underpinned by a healthy liquidity
position, good core funding base, and sound capital position.
Further, anticipated higher losses in STI's core mortgage and home
equity portfolios have not materialized and STI's commercial real
estate portfolio continues to perform well to date.

The revision of the Rating Outlook to Positive is also reflective
of STI's improving trends.  As such, should earnings performance
continue to strengthen and credit quality recover while the
company's other fundamental strengths remain intact, STI's ratings
could move higher.  However, any further positive rating moves
would be predicated upon demonstrated growth and sustainability of
core earnings, as the company's recent earnings trends have been
driven by reduced credit costs.  Additionally, Fitch would expect
problem assets to be reduced to more manageable levels and in line
with higher rated peers.

Despite improving credit trends and that the higher risk elements
of the loan book have declined considerably, namely the company's
non-core residential mortgage and home equity portfolios, as well
as its residential construction portfolio, Fitch remains cautious
that these trends could reverse themselves, based on Fitch's
concern about the persistent economic weakness in STI's primary
markets of Florida and Georgia.  Further, problem loans remain
elevated and still represent a potential source of meaningful
credit losses.  That said, it is worth noting that the level of
problem assets are comprised of a significant amount of troubled
debt restructurings.  The increasing level of accruing TDRs, which
Fitch considers a non-performing asset, has offset the decline in
non-performing loans.  STI's accruing TDRs represent a
particularly high percentage of its non-performing assets (35%)
versus its peers.  Excluding accruing TDRs, the level of STI's
problem assets is more in line with peers.  Furthermore, almost
the entire book of accruing TDRs is mortgage related loans and the
performance of STI's TDRs in terms of delinquency and re-default
rates appear to exceed typical industry norms.

Separately, Fitch would expect STI to repay its preferred stock
issued as part of the U.S. Treasury's Capital Purchase Program;
otherwise known as TARP, shortly following the completion of the
Federal Reserve Board's capital review.  Fitch expects the company
to raise some level of common equity and issue a certain amount of
debt in concert with the repayment of the TARP funds.  Fitch views
the raising of additional common equity as prudent and necessary
to maintain a sound capital position, as well as to improve the
quality of its capital structure.  Further, Fitch would expect STI
to maintain a conservative posture toward capital following a
repayment of TARP.  Should STI unexpectedly become a more
aggressive capital manager, the company's ratings would be subject
to downward ratings pressure.

SunTrust Banks, Inc., headquartered in Atlanta, GA, is among
the largest banking companies in the U.S. with approximately
$175 billion in assets and 1,700 branches.  The company's
footprint is focused in the southeastern and mid-Atlantic regions
of the U.S.  The company has balanced consumer and commercial
banking franchise, as well as a national mortgage banking
franchise and a sizeable wealth and investment management
business.

Fitch affirms these ratings with a Positive Rating Outlook:

SunTrust Banks, Inc.

  -- Long-term Issuer Default Rating at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Senior debt at 'BBB+';
  -- Subordinated debt at 'BBB';
  -- Preferred stock at 'BBB-';
  -- Short-term debt at 'F2';
  -- Long-term debt guaranteed by FDIC under TLGP at 'AAA';
  -- Short-term debt guaranteed by FDIC under TLGP at 'F1+';
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'NF'.

SunTrust Bank

  -- Long-term IDR at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Long-term debt guaranteed by FDIC under TLGP at 'AAA';
  -- Short-term debt guaranteed by FDIC under TLGP at 'F1+';
  -- Long-term deposits at 'A-';
  -- Long-term deposits at 'A-emr';
  -- Short-term deposits at 'F2';
  -- Short-term deposits at 'F2emr';
  -- Senior debt at 'BBB+';
  -- Senior debt at 'BBB+emr';
  -- Subordinated debt at 'BBB';
  -- Short-term debt at 'F2';
  -- Individual at 'C'.

SunTrust Capital I
SunTrust Capital III
SunTrust Capital VIII
SunTrust Capital IX

  -- Preferred stock at 'BBB-'.

SunTrust Preferred Capital I

  -- Preferred stock at 'BBB-'.

National Commerce Capital Trust I

  -- Preferred stock at 'BBB-'.

Fitch maintains the Rating Watch Negative for these ratings:

SunTrust Bank

  -- Support at '3';
  -- Support floor at 'BB-'.


SURF CITY: To Sell Remaining Slips While in Chapter 11
------------------------------------------------------
Surf City Investments LLC, developer of the Beach House Marina in
Surf City, North Carolina, is in Chapter 11 protection.

StarNews Online reports the bankruptcy filing is "focused on the
slips for sale and not on the current slip owners and their boat
condominium owners association."

The report relates that the company expects to complete its
restructuring and emerge from Chapter 11 in early to mid-2014.

The report, citing court documents, says the Company owes Wells
Fargo Bank $4.33 million on the 7.7 acres.  The tax value of that
property is put at $6.04 million.  The Company also owns an
oceanfront motel, which it has listed for sale at $999,000.

Surf City Investments, formerly doing business as Yow Motel
Investments, LLC, Beach House Marina, LLC, and Surf City
Investments, Inc., filed a Chapter 11 petition (Bankr. E.D. N.C.
Case No. 11-01398) on Feb. 24, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
represents the Debtor.  In its schedules, the Debtor disclosed
$6,538,556 in assets and $6,687,803 in liabilities.


T3 MOTION: Granted $2.50 Million Promissory Note
------------------------------------------------
On Feb. 24, 2011, T3 Motion, Inc., granted a 10% promissory note
of up to $2,500,000 that matures on March 31, 2012.  The Company
has the option to extend the payment obligation for a one-year
period until March 31, 2013.  The note may be prepaid at any time.
All principal and unpaid interest would be due on the maturity
date.

As of Feb. 24, 2011, the principal amount outstanding under the
Note was $1,391,000 and the amount of unpaid and accrued interest
was $45,375.  The principal amount reflects advances made to the
Company by Ki Nam in 2010 and 2011.

The securities were offered and sold to the Company's Chief
Executive Officer and is exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$3.81 million in total assets, $16.56 million in total
liabilities, and a stockholders' deficit of $12.75 million.  At
Sept. 30, 2010, the Company has an accumulated deficit of
$40.41 million, a working capital deficit of $14.32 million and a
cash balance of $40,966.

KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred
significant operating losses and had negative cash flows from
operations since inception and at December 31, 2009, has a working
capital deficit of $11.01 million and an accumulated deficit of
$33.06 million.


TAYLOR BEAN: Former Chairman Drops Deutsche Bank Subpoena
---------------------------------------------------------
Bankruptcy Law360 reports that a former Taylor Bean & Whitaker
Mortgage Corp. executive charged in Virginia federal court with
orchestrating a $2 billion fraud withdrew a subpoena Tuesday
seeking documents from Deutsche Bank Securities, though he is
still pursuing records from Troutman Sanders LLP.

According to Law360, Judge Leonie M. Brinkema of the U.S. District
Court for the Eastern District of Virginia quashed the subpoena at
the request of the former TBW Chairman Lee Bentley Farkas.

                         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.


TH BROADWAY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: TH Broadway, LLC
        5190 Neil Road, Suite 430
        Reno, NV 89502

Bankruptcy Case No.: 11-50633

Chapter 11 Petition Date: March 2, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: William M. O'Mara, Esq.
                  THE O'MARA LAW FIRM, P.C.
                  P.O. Box 2270
                  311 E. Liberty Street
                  Reno, NV 89505
                  Tel: (775) 323-1321
                  Fax: (775) 323 4082
                  E-mail: omara9@aol.com

Scheduled Assets: $3,255,677

Scheduled Debts: $2,833,761

The petition was signed by Sovanna S. Nadler, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank                          Credit Card              $2,500
P.O. Box 790408
Saint Louis, MO 63179


TH PROPERTIES: U.S. Trustee Tosses Out Chapter 7 Conversion Plea
----------------------------------------------------------------
Crissa Shoemaker DeBree at phillyBurbs.com reports that the U.S.
Trustee overseeing T.H. Properties' bankruptcy has withdrawn its
motion to convert the homebuilder's case to Chapter 7, which would
liquidate the company's assets.  No explanation was given in the
documents filed in U.S. Bankruptcy Court in Philadelphia.

According to the report, the U.S. Trustee argued that THP hadn't
filed reports about its finances for November, December or
January, as required by bankruptcy law. The reports that had been
filed weren't signed, which is required.  The U.S. Trustee also
said the Lower Salford company hasn't paid required fees.

phillyBurbs.com also reports that in other developments, THP has
filed suit against Richland Township and Wilmington Trust, seeking
the return of more than $130,000 remaining in escrow funds related
to the builder's now-completed Brayton Gardens subdivision.  And a
state judge has sided with Hatfield Township and upheld an earlier
decision allowing the township to use proceeds of a surety bond to
repair roads and make other improvements in the Westport Farm
development, which has since been abandoned.  THP's insurance
company had fought the decision.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


THOMPSON PUBLISHING: Plan Gives 20% Recovery to Unsecureds
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Thompson Publishing Holding Co. filed a proposed
liquidating Chapter 11 plan on March 1.  The accompanying
disclosure statement tells unsecured creditors with an estimated
$500,000 in claims that they should recover about 20%.  Secured
lenders agreed to waive their deficiency claims.  Second-lien
lenders are to receive nothing under the Plan.

The hearing for approval of the disclosure statement is set for
March 29.

According to Mr. Rochelle, the disclosure statement says that the
$100,000 set aside for unsecured creditors from the sale of most
of the Debtor's assets is intact.  In total, the Debtor has
$1.13 million in cash, including $750,000 earmarked to pay final
expenses of the Chapter 11 case.

                     About Thompson Publishing

Based in Washington, legal publisher Thompson Publishing had 300
products and 70,000 subscribers, producing an estimated $49
million in revenue in 2010.  Thompson also arranged conferences
and employee-training events.  Avista Capital Partners bought a
50% stake in Thompson for $130 million in 2006.

Thompson Publishing Holding Co. Inc. and six affiliates sought
chapter 11 protection (Bankr. D. Del. Case No. 10-13070) on
Sept. 21, 2010.  Thompson disclosed approximately $20 million in
assets and about $166 million in liabilities as of the Petition
Date.  John F. Ventola, Esq., and Lisa E. Herrington, Esq., at
Choate, Hall & Stewart LLP in Boston, Mass., and Alissa T. Gazze,
Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell, LLP, serve as the Debtors' bankruptcy
counsel.  Mark Chesen and Michael Gorman at SSG Capital Advisors
LLC in Conshohocken, Pa., act as the Debtors' financial advisors.

Thompson was authorized in November to sell the business to the
first-lien lenders in exchange for $42 million in secured debt.
In the process, $100,000 was set aside for unsecured creditors.
Thompson changed its name to TPH Seller Inc. following the sale.


TMST INC: Moody's Withdraws 'C' Rating to Senior Unsec. Debt
------------------------------------------------------------
Moody's Investors Service has withdrawn the rating of TMST, Inc.

This rating was withdrawn:

  -- TMST, Inc. - Senior unsecured debt at C.

                        Ratings Rationale

The credit rating has been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit rating.

The C rating reflected the potential for above-average loss
severity on TMST's debt as the REIT is in Chapter 11 and in an
orderly sale and liquidation of its remaining assets.  Once these
sales and liquidations are completed, the company will discontinue
operations.

Moody's last rating action on TMST, Inc. was on April 3, 2009,
when the ratings on the senior unsecured debt were downgraded to C
from Ca.  This action concluded Moody's review.

TMST, Inc's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the
issuer, like i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of TMST's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 70.49 cents-on-the-
dollar during the week ended Friday, March 4, 2011, a drop of 2.37
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 193 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Announces Restructuring Support Agreement
-------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services announced
that its subsidiaries Trico Supply and Trico Shipping have
launched an offer to implement a financial restructuring plan
pursuant to an amended restructuring support agreement with a
group of noteholders who together hold approximately 83% of the
aggregate principal amount of Trico Shipping's outstanding 11-7/8%
senior secured notes due 2014.

Pursuant to the RSA, Trico Shipping has launched an out-of-court
exchange offer to noteholders to exchange their Notes for a pro
rata share, together with the lenders under Trico Shipping's
working capital facility, of 95% of the common stock of DeepOcean
Group Holding AS, a to-be-formed Norwegian company that would be
the holding company of the Trico Supply Group.

According to the report, the Exchange Offer is subject to, among
other things, the condition that at least 99% of the outstanding
Notes validly tender and not withdraw their Notes and the receipt
of consent from Trico Shipping's secured working capital credit
facility lenders.  The Exchange Offer is also accompanied by a
consent solicitation to noteholders to amend the indenture by
eliminating or modifying certain restrictive covenants and other
provisions.

In connection with the restructuring, the U.S. Bankruptcy Court
with jurisdiction over the Trico Marine bankruptcy cases has
approved a settlement that compromises the intercompany claims and
equity interests held by Trico Marine and certain subsidiaries in
the Company in exchange for 5% of the New Common Stock and
warrants to acquire an additional 10% of the New Common Stock,
which the Company expects would ultimately be distributed to
certain creditors of Trico Marine.

The restructuring also would provide a new $100 million first
priority senior secured credit facility that would be used to
refinance some existing debt and fund working capital borrowings.
Upon successful consummation of the Exchange Offer and related
transactions, the Company would reduce its estimated total debt
outstanding to approximately $75 million.

As an alternative to the Exchange Offer, the Company agreed in the
RSA to solicit acceptances from its noteholders of a prepackaged
plan of reorganization.  In the event certain conditions to the
Exchange Offer are not satisfied, and if a sufficient number of
holders and amount of Notes vote to accept the Prepackaged Plan,
the Company intends to file petitions under chapter 11 of the U.S.
Bankruptcy Code and pursue an in-court restructuring.

In the event the Company files a Prepackaged Plan, the Company
expects to fund its working capital requirements with a debtor-in-
possession financing facility provided by the Supporting
Noteholders that would be adequate to cover administrative costs
as well as payments to vendors during the pendency of the chapter
11 proceedings.

Under the proposed restructuring, the Company intends to continue
serving customers in the normal course.  Additionally, it intends
to continue to pay in full all vendors and suppliers under normal
terms in the ordinary course of business.

Pursuant to the RSA, the Supporting Noteholders have agreed to,
among other things, (1) support and use commercially reasonable
efforts to complete the financial restructuring, including by
tendering their Notes into the Exchange Offer, delivering their
consents in a related consent solicitation and voting in favor of
the Prepackaged Plan; and (2) not exercise remedies or direct the
trustee to exercise remedies under the indenture governing the
Notes for any default or event of default that has occurred or may
occur.

                         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.


ULTIMATE ESCAPES: Court Approves Sale of Belize Assets to Friedman
------------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Ultimate Escapes' motion seeking to sell its Belizean Dreams,
Villa #10, Hopkins Village Commerce Bight Area, Stann Creek
District, Belize assets for $450,000 to Karen Friedman.

                        About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Attorneys at Polsinelli Shughart PC, and Gordon & Rees LLP,
represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNISYS CORP: Closes Sale of $2.25MM Shares of Preferred Stock
-------------------------------------------------------------
Unisys Corporation announced that it has closed its previously
announced offering of 2,250,000 shares of its 6.25% Mandatory
Convertible Preferred Stock, Series A, at an initial liquidation
preference of $100 per share.  In connection with the closing, the
underwriters exercised their over-allotment option and purchased
337,500 additional shares of Mandatory Convertible Preferred
Stock.  With the exercise of the over-allotment option, a total of
2,587,500 shares of Mandatory Convertible Preferred Stock were
issued in the offering.  The offering was made under the company's
existing shelf registration statement filed with the Securities
and Exchange Commission.

The company also announced that it is using the net proceeds from
the offering to redeem an aggregate of $124.7 million of the
company's 12 3/4% Senior Secured Notes due 2014 and an aggregate
of $86.3 million of the company's 14 1/4% Senior Secured Notes due
2015.  The 12 3/4% Senior Secured Notes due 2014 will be redeemed
at a redemption price of 112.75% of their principal amount plus
accrued and unpaid interest to the redemption date and the 14 1/4%
Senior Secured Notes due 2015 will be redeemed at a redemption
price of 114.25% of their principal amount plus accrued and unpaid
interest to the redemption date.  The company expects to complete
the redemptions on March 30, 2011 and expects to record  a related
one-time pre-tax charge in the amount of approximately $32 million
in the first quarter of 2011.

As also previously announced, the company has commenced a cash
tender offer in respect of the 12 3/4% Senior Secured Notes due
2014 and the 14 1/4% Senior Secured Notes due 2015, for a maximum
aggregate consideration, excluding accrued and unpaid interest,
not to exceed $220,000,000.  The tender offer is scheduled to
expire on April 8, 2011, unless extended by the company.  If the
tender offer is fully subscribed, the company expects to record a
related one-time pre-tax charge of up to approximately $46 million
in the second quarter of 2011.

Assuming the tender offer is fully subscribed, the company expects
that the aggregate principal amount of its debt will be reduced by
approximately $390 million and that annualized interest savings
will be in the range of approximately $51-$54 million after
completion of the redemptions and tender offer.  The annualized
dividend on the Mandatory Convertible Preferred Stock will be
approximately $16 million until the mandatory conversion date of
March 1, 2014.

Goldman, Sachs & Co. and Citi acted as joint book-running managers
for the offering of the Mandatory Convertible Preferred Stock. RBS
acted as co-manager for the offering.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2010, showed $3.02 billion
in total assets, $3.95 billion in total liabilities and
a $933.80 million stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UTSTARCOM INC: Employment Agreement with CEO Jack Lu Approved
-------------------------------------------------------------
On Feb. 24, 2011, the board of directors of UTStarcom, Inc.
approved the Company entering into an employment agreement
governed under the laws of the People's Republic of China with
Jack Lu, the Company's Chief Executive Officer.  The terms of the
Agreement will be consistent with the laws and regulations of the
PRC and Mr. Lu's current employment arrangements as set forth in
the offer letter from the Company to Mr. Lu dated Feb. 1, 2010, as
amended on Feb. 22, 2010.  The final terms of the Agreement have
not been determined.  However, as required under the laws of the
PRC, Mr. Lu's employment under the Agreement will be for a term,
which is expected to be for three years from the effective date of
the Agreement.  In addition, under the laws of the PRC,
termination of Mr. Lu's employment under the Agreement, other than
pursuant to legal circumstances specified in the PRC employment
contract laws, will require Mr. Lu's consent.

After entering into the Agreement, Mr. Lu will be entitled to
certain statutory benefits granted to employees under the laws and
regulations of the PRC, such as receipt of local health,
disability, and unemployment insurance, a statutory housing
allowance and participation in the statutory pension program, that
together have an approximate annual value of US$9,600.

Additionally, the Board approved the Company amending the
involuntary termination severance agreement previously entered
into between the Company and Mr. Lu.  Under the Amendment, if Mr.
Lu's employment is terminated as a result of a "good reason" or an
"involuntary termination" during the term of the Severance
Agreement, then Mr. Lu will receive, among other severance
benefits, 100% of 12 months of his base salary.  Under the
original terms of the Severance Agreement, Mr. Lu would have
received 70% of 12 months of his base salary if his employment
were terminated as a result of a "good reason" or an "involuntary
termination" and another 30% of Mr. Lu's 12 month base salary
would have been paid as consideration for a non-competition
agreement.

Entering into the Agreement and the Amendment will be contingent
upon Mr. Lu agreeing that payment of the severance benefits under
the Severance Agreement as amended will satisfy the Company's
obligations to Mr. Lu under PRC law and the Agreement such that he
would not be eligible to receive the severance benefits otherwise
provided for under PRC employment agreement laws.

The Board also approved the Company providing Mr. Lu with the
applicable executive benefits offered to non-Chinese executives
working in the PRC.  The benefits authorized to be provided to Mr.
Lu are:

     * A monthly housing allowance of US$4,000;

     * Reimbursement of dependent tuition (for up to two
       dependents), up to a maximum of US$30,000 per year;

     * Reimbursement for financial planning services, up to
       US$5,000 per year;

     * International health insurance and life insurance (or the
       cash value thereof), with a value of approximately
       US$13,400 per year; and

     * Participation in the Training/Education Assistance Program,
       up to US$3,000 per year.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company's balance sheet at Sept. 30, 2010, showed
$810.98 million in total assets, $557.68 million in total
liabilities, and stockholders' equity of $253.31 million.

                          *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VALLEJO, CA: Retirees Suggest Giving Up Fire Station to Bank
------------------------------------------------------------
Jessica A. York at the Vallejo Times Herald reports that retirees
are suggesting that rather than short-changing them, the city
could allow a bank takeover of city structures like a fire station
or the naval museum to help bolster the shrinking pot of money
left from bankruptcy.

According to the report, the suggestion was triggered by concern
that the retirees could receive as little as one-eighth the
percentage of repayment that the city proposes to pay its largest
creditors.

The Vallejo Times Herald relates that a federal judge will weigh
in on how well the city's attorneys summarize Vallejo's bankruptcy
exit strategy, so that more than a thousand claiming damages from
the city can vote on that strategy.  Among those claimants are
retired city employees unhappy with proposed cuts to their health
care coverage.  They argued in a court filing last month that the
city's summary should be rejected because it's incomplete.

The filing also levels conflict of interest charges at the city's
bankruptcy law firm and at Mayor Osby Davis for previous legal
work that each has done for the city, notes Ms. York.  Both Davis
and attorney Marc Levinson, of Orrick, Herrington and Sutcliffe,
have dismissed the allegations in separate interviews and in
briefs filed in bankruptcy court.

Vallejo Times Herald says attorney Dale Ginter, representing a
committee of the Vallejo retirees, said that he was neither
surprised nor unsurprised that his was the only protest to the
city's exit strategy explanation.  "This is not the last fight by
any means," Mr. Ginter said.

Vallejo Times Herald adds among the retirees' main areas of
scrutiny is how different creditors are treated comparatively.
The city filing notes that retirees and current employees may
receive only 5-20% of what they are requesting, compared to the
city's largest creditor, Union Bank, expected to receive 40
percent of its dues.

Instead of giving top priority to Union Bank -- owed some $45
million -- the retirees' suggests the city should default on some
capital improvement bonds known as "certificates of participation"
or "COPs."  Such an action could sacrifice sites like the city's
downtown museum and fire station 27 on Ascot Parkway.

Vallejo Times Herald notes Monday's hearing in U.S. Bankruptcy
Court in Sacramento is set for 1:30 p.m.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VERENIUM CORP: C. Riva to Retire, J. Levine to be Promoted to CEO
-----------------------------------------------------------------
Verenium Corporation announced a series of changes within its
senior management team.  Effective March 31:

     * Carlos Riva, currently director, president and chief
       executive officer, will be retiring from his position at
       the Company.  He will continue to be available to the
       Company as a consultant for a period of time.

     * James Levine, currently executive vice president and chief
       financial officer, will be promoted to President and Chief
       Executive Officer, succeeding Carlos Riva.  He will also be
       elected to the Company's Board of Directors.

     * Jeffrey Black, currently senior vice president and chief
       accounting officer, will be promoted to Chief Financial
       Officer.  He will continue to report to Levine.

     * Janet Roemer will continue as Chief Operating Officer and
       will report to Levine.

"This is an exciting time for Verenium and I am very pleased to
have the opportunity to continue to partner with Janet, Jeff and
the rest of our team as we focus on realizing Verenium's vision of
building the next leading industrial enzymes company," said James
Levine, President and Chief Executive Officer Designate of
Verenium.  "On behalf of the Company and our Board of Directors,
I'd also like to recognize the many contributions Carlos made in
his time here and wish him well with his future plans."

                    About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/--  is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing

The Company's balance sheet at Sept. 30, 2010, showed
$113.12 million in total assets, $107.49 million in total
liabilities, and stockholders' equity of $5.63 million.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.


VERENIUM CORP: Incurs $3.30 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Verenium Corporation reported a summary of recent Company
highlights and financial results for the fourth quarter and year
ended Dec. 31, 2010.  The Company reported a net loss attributed
to Verenium of $3.30 million on $13.59 million of revenue for the
three months ended Dec. 31, 2010, compared with a net loss of
$2.95 million on $13.35 million of total revenue for the same
period a year ago.

The Company also reported net income attributed to Verenium of
$19.93 million on $52.07 million of total revenue for the year
ended Dec. 31, 2010, compared with a net loss attributed to
Verenium of $21.89 million on $48.81 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $111.75
million in total assets, $108.58 million in total liabilities and
$3.17 million in stockholders' equity.

"2010 was a year of significant progress for Verenium.  Even as we
completed the complex process of refocusing on our core enzymes
business, we were able to achieve or exceed our growth targets for
the business," said James E. Levine, President and Chief Executive
Officer Designate of Verenium.  "Based on the solid performance of
our commercial products as well as the interest we've had from
potential partners for our pipeline products, I am very
enthusiastic about the many opportunities ahead.  I expect 2011
will be an important year for Verenium in which we will focus on
achieving our corporate goals which we believe will continue to
position Verenium as a leading industrial enzymes company."

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

               http://ResearchArchives.com/t/s?7466

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/--  is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009



VILLAGE PLAZA: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Village Plaza Partnership, LLC
        8797 North Stone Farm Road
        Edgerton, WI 53534

Bankruptcy Case No.: 11-11234

Chapter 11 Petition Date: March 2, 2011

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Timothy J. Peyton, Esq.
                  KEPLER & PEYTON
                  Suite 202, 634 West Main Street
                  Madison, WI 53703
                  Tel: (608) 257-5424
                  E-mail: tim@keplerpeyton.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb11-11234.pdf

The petition was signed by Bradley J. Goodrich, managing member of
Esquire Management, LLC


VITESSE SEMICONDUCTOR: Common Shares Trade on NASDAQ Global
-----------------------------------------------------------
Vitesse Semiconductor Corporation announced that its common shares
have been approved for listing on the NASDAQ Global Market.  The
common stock were expected to commence trading on NASDAQ on March
2, 2011 under the symbol "VTSS."  Prior to that, its shares were
quoted on Pink Sheets under the symbol "VTSS.PK."

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $87.98 million
in total assets, $116.23 million in total liabilities and
$28.25 million in total stockholders' deficit.


VITRO SAB: Incurs US$58-Mil Consolidated Net Loss for 4Q 2010
-------------------------------------------------------------
Vitro, S.A.B. de C.V. has incurred a consolidated net loss of
US$58 million for the fourth quarter 2010 from a net gain of US$41
million during the same period last year.  This variation is
principally explained by the US$51 million expense in total
financing result compared with an expense of US$20 million in the
fourth quarter 2009, mainly derived from a noncash foreign
exchange income related to a 1.2 percent peso appreciation
compared to a non-cash foreign exchange income related to a 3.3
percent peso appreciation in the fourth quarter 2009.

In addition, the variation is due to a US$20 million other
expenses during the quarter, related to the accelerated
amortization of fees associated with previous issued debt vs.
other income of US$7 million for the same period last year mostly
as a result of a gain related to asset sales.

Sales for the quarter increased 20.3% YoY to US$255 million from
US$212 million in the fourth quarter 2010.  Domestic sales
increased 16% in part as a result of the peso appreciation coupled
with higher volumes across all segments, with the exception of
food, and stronger product mix in the soft drinks and wine and
liquor segments.

Export sales increased 24.9% YoY due to higher volumes in every
segment, despite a lower price mix in all segments.

Sales from Glass Containers' foreign subsidiaries increased to
US$5 million from US$2 million on a YoY basis.

A full text copy of the company's fourth quarter 2010 release is
available free at:

              http://ResearchArchives.com/t/s?7438

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7, 2010.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.


VITRO SAB: Judge Sets March 31 Hearing, Urges Agreement
-------------------------------------------------------
Thomas Black at Bloomberg News reports that Vitro, S.A.B. de C.V.
said a Mexican judge set a bankruptcy hearing for March 31 and
"energetically suggested" that the company and creditors reach an
agreement outside of court.

A conference was held with the judge on Feb. 24, 2011, according
to Bloomberg.

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including US$1.2
billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7, 2010.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.


WAGNER DISTRIBUTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wagner Distributing Company
        dba Wagner Furniture
        dba Wagner Casual Dining, Inc.
        3400 South Broadway
        Englewood, CO 80113

Bankruptcy Case No.: 11-14054

Chapter 11 Petition Date: March 2, 2011

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

Judge: Sidney B. Brooks

Debtor's Counsel: Arthur Lindquist-Kleissler, Esq.
                  LINDQUIST-KLEISSLER & COMPANY
                  950 S. Cherry St., Suite 710
                  Denver, CO 80246
                  Tel: (303) 691-9774
                  E-mail: Arthuralklaw@gmail.com

Scheduled Assets: $899,000

Scheduled Debts: $1,344,994

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-14054.pdf

The petition was signed by Gary Alan Oxman, president.


WAIWAI NUI: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Waiwai Nui Haena, LLC
        P.O. Box 1036
        Hanalei, HI 96714

Bankruptcy Case No.: 11-00534

Chapter 11 Petition Date: March 1, 2011

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Harrison P. Chung, Esq.
                  LAW OFFICE OF HARRISON P. CHUNG INC.
                  P.O. Box 26058
                  Honolulu, HI 96825-6058
                  Tel: (808) 523-3311
                  Fax: (808) 531-1339
                  E-mail: hpchawaii@msn.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/hib11-00534.pdf

The petition was signed by Nicky A. Michaels, manager and member.


WARNER CHILCOTT: Moody's Assigns 'Ba3' Rating to Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
secured credit facilities of Warner Chilcott Company, LLC, Warner
Chilcott Corporation, and WC Luxco S.… r.l., collectively referred
to as "Warner Chilcott."  At the same time, Moody's affirmed
Warner Chilcott's existing B1 Corporate Family Rating, B1
Probability of Default Rating and SGL-1 Speculative Grade
Liquidity Rating.  The rating outlook remains stable.

Proceeds of the credit facilities are expected to be used to repay
existing term loan credit facilities maturing in 2014 through
2016.

                        Ratings Rationale

Warner Chilcott's B1 Corporate Family Rating primarily reflects
the company's good cash flow and recent deleveraging following the
September 2010 special shareholder dividend of $2.1 billion.  Pro
forma leverage improves to 3.0x following debt repayment after
year-end 2010, and reflecting the refinancing transaction.  The B1
rating also reflects good progress to date of product life cycle
management, including the very recent product launches of Atelvia
and Lo Loestrin FE.

Despite these strengths, the B1 rating reflects high product
concentration in Actonel, Asacol and Loestrin 24, and the expected
availability of generic competition for these products over the
next 3-4 years.  For these reasons, a successful Atelvia launch,
further conversion to Asacol HD, and additional life cycle
management will be critical.  The B1 rating also reflects a
propensity for aggressive financial policies including the
$2.9 billion acquisition of the PGP pharmaceutical business in
2009 and the 2010 special dividend.

The rating outlook is currently stable.  Debt/EBITDA sustained
below 3.0x combined with an improved business risk profile could
result in a rating upgrade.  Factors that could lead to an
improved business risk profile include: (1) success in the Atelvia
launch; (2) reduced uncertainty regarding Asacol generics; and
(3) reduced product concentration risk.  Conversely, the rating
could be downgraded if financial policies result in Debt/EBITDA
sustained above 4.5x.

Ratings assigned:

Warner Chilcott Corporation, Warner Chilcott Company, LLC and WC
Luxco S.… r.l. (Borrowers):

  -- Ba3 (LGD3, 34%) sr. secured revolving credit facility of
     $250 million due 2016

  -- Ba3 (LGD3, 34%) sr. secured Term Loan A of $750 million due
     2016

  -- Ba3 (LGD3, 34%) sr. secured Term Loan B of $2.25 billion due
     2018

Ratings affirmed:

Warner Chilcott Company LLC:

  -- B1 Corporate Family Rating
  -- B1 Probability of Default Rating
  -- SGL-1 Speculative Grade Liquidity Rating

Rating affirmed with LGD point estimate revision:

Warner Chilcott Corporation:

  -- B3 (LGD5, 88%) senior unsecured notes of $1.25 billion from
     B3 (LGD6, 92%)

Ratings to be withdrawn at close of transaction (amounts reflect
original balances):

Warner Chilcott Corporation, Warner Chilcott Company, LLC and WC
Luxco S.… r.l. (Borrowers):

  -- Ba3 (LGD3, 41%) senior secured Term Loan A of $1 billion due
     2014

  -- Ba3 (LGD3, 41%) senior secured Term Loan B of $1.95 billion
     due 2015

  -- Ba3 (LGD3, 41%) senior secured Term Loan A1 of $480 million
     due 2014

  -- Ba3 (LGD3, 41%) senior secured Term Loan B of $770 million
     due 2016

  -- Ba3 (LGD3, 41%) senior secured Term Loan B-4 of $250 million
     due 2016

  -- Ba3 (LGD3, 41%) senior secured revolving credit facility of
     $250 million due 2014

Headquartered in Dublin, Ireland, Warner Chilcott plc is a
specialty pharmaceutical company currently focused on women's
healthcare, gastroenterology, dermatology and urology.  In 2010
the company reported total revenue of approximately $3.0 billion.


WELLINGTON PLACE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wellington Place Apartments, LLC
        P.O. Box 2266
        Everett, WA 98213

Bankruptcy Case No.: 11-01126

Chapter 11 Petition Date: March 2, 2011

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Thomas B. Bennett

Debtor's Counsel: Gina H. McDonald, Esq.
                  GINA H. MCDONALD & ASSOCIATES, LLC
                  2057 Valleydale Road, Suite 202
                  Birmingham, AL 35244
                  Tel: (205) 982-3325
                  Fax: (205) 982-7070
                  E-mail: McDonaldnotices@hotmail.com

Scheduled Assets: $1,887,713

Scheduled Debts: $2,718,269

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alnb11-01126.pdf

The petition was signed by Errin Reynolds, Attorney-in-fact of
Lyle E. Blank, sole member of Debtor LLC.


WHIRLPOOL CORP: Moody's Gives Pos. Outlook; Keeps (P)Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service changed Whirlpool Corporation's rating
outlook to positive from stable due to its expectation that
Whirlpool's credit profile and earnings will continue to improve
over the near to mid-term despite concerns over high raw material
prices and the impact rising gas prices may have on consumer
demand.  At the same time, all ratings were affirmed including the
Baa3 senior unsecured rating and the Prime-3 commercial paper
rating.

"We believe Whirlpool's enhanced cost structure and improving
demand trends in all of its regions should enable it to continue
improving its profitability despite higher raw material costs,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.  Whirlpool recently announced a U.S. 8% to 10% price
increase, effective April 1, 2011, to offset the higher costs.
"We remain cautious about the consumer's willingness to pay higher
prices, especially when gas prices are rising almost every day and
oil is over $100 a barrel," Cassidy noted.  However, even if
Whirlpool is unable to garner all of its proposed price increases,
Moody's believes that higher prices for the more expensive
products will hold.  This is because these are purchased by more
affluent consumers.

The positive outlook reflects Moody's belief that the combination
of the worldwide improvement in demand for appliances and
Whirlpool's improved cost structure should result in further
progress in returning profitability and credit metrics close to
pre-recession levels over the next 12-18 months.  The positive
outlook is not predicated on Moody's belief that Whirlpool's
recently announced price increase will be fully accepted by the
consumer.  Rather, Moody's believes that improving demand and
Whirlpool's cost efficiency efforts should enable it to improve
its profitability even if the prices increases are only partially
absorbed by the consumer.

While unlikely at the current time, ratings could be downgraded if
North America and European appliance demand decreased or operating
performance otherwise weakened.  Key credit metrics that could
drive a downgrade would be debt/EBITDA sustained above 4 times,
EBITA margins approaching 3%, or retained cash flow to net debt in
the low double digits.  A rapid deterioration in liquidity or
adoption of a more aggressive financial policy could also trigger
a downgrade.

If Whirlpool can improve its profitability and credit metrics to
pre-recession levels or better in the face of higher raw material
prices, concerns about higher gas prices and the continuing
uncertainty in the housing market, its rating could be upgraded.
Specifically, an upgrade would require debt/EBITDA approaching
2.5 times, EBITA margins close to 7%, and retained cash flow to
net debt sustainable at 30% or higher (all metrics incorporating
Moody's standard analytic adjustments).

                        Rating Rationale

Whirlpool's Baa3 rating reflects its significant scale with
revenue over $18 billion, significant geographic diversification
throughout the world and a very strong brand name and liquidity
profile.  The rating also reflects strong (and steadily improving)
credit metrics over the last two years with EBITA margins of 6.7%
and retained cash flow to net debt well over 35%.  Despite higher
raw material prices and gas, Moody's believes that credit metrics
should remain flat or possibly improve in 2011 with debt to EBITDA
remaining below 3 times and retained cash flow to debt staying
around 35%.  The ratings are constrained by the risks associated
with high input and transportation costs including the recent
increase in gas and the impact this may have on demand and
profitability.  The continued uncertainty in discretionary
consumer spending for low and mid-tier consumers is also a risk as
is the fragility of the U.S. housing market and high unemployment
levels.

These ratings were affirmed:

* Senior Unsecured -- Baa3;
* Senior Unsecured (Shelf) -- (P)Baa3 ;
* Senior Subordinated (Shelf) -- (P)Ba1;
* Commercial Paper -- Prime-3

Moody's subscribers can find further details in the Whirlpool
Credit Opinion published on Moodys.com.

The last rating action was on April 29, 2009, where Moody's rated
the $850 million note offering Baa3 with a negative outlook.

Based in Benton Harbor, MI, Whirlpool Corporation manufactures
and markets a full line of major appliances and related products
including laundry appliances, refrigerators and freezers,
cooking appliances and other appliance products.  The company
markets products under several brands including Whirlpool, Maytag,
KitchenAid and several others.  The company reported net sales of
approximately $18.4 billion for the year ended December 31, 2010.


WORLD INDUSTRIAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: World Industrial Equipment, Inc.
        4850 Orange Ave
        Fort Pierce, FL 34947

Bankruptcy Case No.: 11-15634 (11-15636)

Chapter 11 Petition Date: March 2, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  BRAD CULVERHOUSE, ATTORNEY AT LAW, CHARTERED
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Chris Dillon, vice-president.


YMCA OF MCHENRY: Judge Approves $1.65 Million Sale to Metropolitan
------------------------------------------------------------------
Lawerence Synett at the TRIB Local reports that Bankruptcy Judge
Manuel Barbosa has approved a $1.65 million deal for the YMCA in
Crystal Lake to be taken over by the YMCA of Metropolitan Chicago
during a court hearing in Rockford.  The purchase is expected to
be finalized March 17, 2011.

TRIB Local notes that once the sale becomes final, the YMCA of
Metropolitan Chicago will honor about 3,000 local memberships.

Crystal Lake, Illinois-based YMCA of McHenry County filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-80295) on Jan.
26, 2011.  Rosanne Ciambrone, Esq., at Duane Morris LLP, in
Chicago, Illinois, represents the Debtor.  The Debtor estimated
assets and debts of $1,000,001 to $10,000,000 as of the Petition
Date.


* Global Corporate Default Tally Still at Three In 2011
-------------------------------------------------------
The 2011 global corporate default tally remains at three issuers
after no issuers defaulted this week, said an article published
March 4 by Standard & Poor's, titled "Global Corporate Default
Update (Feb. 25 - March 3, 2011) (Premium)."

Two of these defaults were based in the U.S., and one was based in
the Czech Republic.  By comparison, 18 global corporate issuers
had defaulted by this time last year (15 U.S.-based issuers and
one each based in Australia, Bahrain, and Canada).

All three of this year's defaulters missed interest or principal
payments, which was one of the top reasons for default last year.
Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 defaults resulted from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.


* Moody's Says U.S. Corporate Default Rate Fell in January
----------------------------------------------------------
According to DealFlow Media's The Distressed Debt Reporter, the
default rate on bonds issued by U.S. companies whose debt is rated
speculative-grade by Moody's Investors Service fell to 3% in
January from 3.4% in the previous month.


* Equifax Says Small Biz Bankruptcies Dropped for 6th Straight Qtr
------------------------------------------------------------------
The story behind today's economic picture appears to include some
positive business credit trends based on the results of a recent
study conducted by Equifax Commercial Information Solutions.

According to Equifax data, small business bankruptcies dropped for
the sixth consecutive quarter -- declining 18% in Q4 2010 from the
previous year.  On a national level, small business bankruptcies
continue to decline at a faster rate than consumer bankruptcies,
which decreased less than 1.0% from Q4 2009 to Q4 2010.  This
analysis raises some interesting questions.  Are bankruptcy rates
showing some signs of stabilization? Will this trend continue?

To view the multimedia assets associated with Equifax release, see
http://multivu.prnewswire.com/mnr/equifax/42759/

"While changing economic conditions continue to bring both market
challenges and opportunities, the rate of small business
bankruptcy appears to be waning and even showing signs of
improvement," Dr. Reza Barazesh, senior vice president, Commercial
Information Solutions.  "While a number of factors could impact
this trend over the next year, recent developments suggest that
the landscape for small businesses will be more stable in the
future."

The Equifax Bankruptcy GPS: Mapping Bankruptcy Trends

Integral to this study was the Equifax Bankruptcy GPS, an index
that compares small business and consumer bankruptcy petitions
quarter over quarter.  Equifax Commercial Information Solutions
developed this index to closely track bankruptcy petitions for
both small businesses and individuals over time.  The chart shows
the latest results from the Equifax Bankruptcy GPS -- findings
which suggest that small business bankruptcies reached their
ceiling and are now trending downward.  According to Equifax
analysis, small business bankruptcy petitions decreased 26% in Q4
2010 since reaching their highest point during the economic
downturn in Q2 2009.  On the other hand, consumer bankruptcy
petitions experienced a slower rate of decline over the same time
period.

Equifax classifies a small business as a commercial entity of
fewer than 100 employees.  As part of the study, Equifax analyzed
Chapter 7, 11 and 13 filings.

Market Conditions: At the Forefront of Improved Bankruptcy Trends?

It looks like we may have come full circle since the onset of the
economic downturn and legislative developments such as the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.
Equifax data shows that both small business and consumer
bankruptcies peaked in Q4 2005 -- around the same time that
legislative changes took effect.  While these numbers experienced
a sharp decline in Q2 2006, an increase in bankruptcy petitions
was seen throughout 2007 and 2008 as the nation navigated through
economic turbulence.  This trend continued until Q2 2009 when
small business bankruptcies hit a historic high following
legislative changes and the nation's economic downturn. Following
behind were consumer bankruptcies which hit their highest point
four quarters later in Q2 2010.  Despite all these ups and downs,
2010 saw a return to bankruptcy levels similar to those
experienced in the first half of 2005 -- just as bankruptcy
legislation was passed.

             Equifax Commercial Information Solutions

Equifax Commercial Information Solutions --
http://www.equifaxsmallbusiness.com/-- provides information and
expertise necessary for companies to best understand and manage
their dealings with small business customers, prospects and
suppliers.


* Francisco Partners Closes $2-Bil. Middle-Market Technology Fund
-----------------------------------------------------------------
Francisco Partners on Feb. 28 announced the final closing of
Francisco Partners III, L.P., with $2.0 billion of capital
commitments.  FP III closed at the target and hard cap of the
fund.

FP provides transformational capital to middle market information
technology companies.  Transaction structures include buyouts,
divisional divestitures, recapitalizations, restructurings and
growth equity financings.  FP works with management teams to
reposition and strengthen technology companies facing operational
challenges and strategic inflection points.  The group pursues
opportunities globally, both as stand-alone investments and as
add-on acquisitions for portfolio companies.

Dipanjan Deb, Co-Founder and Managing Partner said, "We are
gratified by the support we have received from both existing and
new Francisco Partners investors. Information technology remains
one of the most dynamic, important, and rapidly growing sectors of
the global economy.  FP III is well positioned to take advantage
of the substantial opportunities in the technology middle market."

Since Francisco Partners started its technology investment
business in 1999, the firm has raised approximately $7 billion in
capital commitments.

Cooley LLP acted as legal advisor to the general partner of the
fund.

                      About Francisco Partners

Francisco Partners is a global private equity firm focused
exclusively on investments in technology and technology-enabled
services businesses.  With approximately $7 billion of capital
raised to date, Francisco Partners pursues structured investments
in technology companies, targeting investments in private
companies, public companies and divisions of public companies,
with transaction values ranging from $25 million to over
$500 million.

Contact:

          One Letterman Drive
          Building C - Suite 410
          San Francisco, CA 94129
          Telephone: 415-418-2900
          Facsimile: 415-418-2999
          E-mail: info@franciscopartners.com


* Jefferies and MassMutual Increase Commitments to Joint Venture
----------------------------------------------------------------
Jefferies Group Inc. and Massachusetts Mutual Life Insurance
Company have doubled their equity commitments to Jefferies Finance
LLC, the commercial finance joint venture the two firms founded in
October 2004.  With an incremental $250 million from each partner,
the new total committed equity capitalization of the finance
company is $1 billion.

In addition, they have entered into a $1 billion Secured Revolving
Credit Facility to be funded equally by the two firms to support
large loan underwritings by Jefferies Finance.

This enlarged capital basis, together with appropriate third-party
leverage, will allow Jefferies Finance to continue to grow its
business of providing senior loans to companies, originated
primarily through the investment banking efforts of Jefferies.
Babson Capital Management LLC, a MassMutual affiliate, will
continue to provide portfolio management services. Jefferies
Finance has originated over $20 billion in loans in the last five
years.

Richard B. Handler, Chairman and Chief Executive Officer of
Jefferies, commented, "Jefferies' partnership with MassMutual
continues to flourish and provide added value for our respective
platforms. The further growth and development of Jefferies Finance
will enable us to better serve our investment banking client base
of companies and financial sponsors."

"We are pleased to extend our commitment to Jefferies Finance LLC,
as it has been a successful investment for our company and its
policyholders," said Thomas M. Finke, Executive Vice President and
Chief Investment Officer, MassMutual, and Chairman and CEO, Babson
Capital. "This business continues to be a thriving joint venture
for both organizations, as it expands the capabilities of
Jefferies' leading investment banking franchise while providing an
additional source of earnings for MassMutual."

Jefferies' commitments to Jefferies Finance will be funded from
available cash as the business develops over the next few years.
Jefferies accounts for its 50% interest in Jefferies Finance on
the equity method of accounting. In addition, origination and
syndication fees earned by Jefferies from Jefferies Finance are
included in Jefferies' reported investment banking revenue.

                       About Jefferies Group

Jefferies Group, Inc. (NYSE: JEF), a global securities and
investment banking firm, has served companies and investors for
nearly 50 years.

                         About MassMutual

Founded in 1851, MassMutual is a leading mutual life insurance
company that is run for the benefit of its members and
participating policyholders. The company has a long history of
financial strength and strong performance, and although dividends
are not guaranteed, MassMutual has paid dividends to eligible
participating policyholders every year since the 1860s. With whole
life insurance as its foundation, MassMutual provides products to
help meet the financial needs of clients, such as life insurance,
disability income insurance, long term care insurance,
retirement/401(k) plan services, and annuities. In addition, the
company's strong and growing network of financial professionals
helps clients make good financial decisions for the long-term.

MassMutual Financial Group is a marketing name for Massachusetts
Mutual Life Insurance Company (MassMutual) and its affiliated
companies and sales representatives. MassMutual is headquartered
in Springfield, Massachusetts and its major affiliates include:
Babson Capital Management LLC; Baring Asset Management Limited;
Cornerstone Real Estate Advisers LLC; The First Mercantile Trust
Company; MassMutual International LLC; MML Investors Services,
LLC, member FINRA and SIPC; OppenheimerFunds, Inc.; and The
MassMutual Trust Company, FSB.

                       About Babson Capital

Babson Capital Management LLC and its subsidiaries --
http://www.BabsonCapital.com/-- serve institutional investors
around the globe and have $133.1 billion in assets under
management as of Dec. 31, 2010.  Through proprietary research and
analysis and a focus on investment fundamentals, we develop
products and strategies that leverage our broad array of expertise
in fixed income, equities, alternative, structured products, debt
financing for corporations and debt and equity financing for
commercial real estate.  Based in Boston and Springfield, Mass.,
and Charlotte, N.C., with offices in New York City and Los
Angeles, the firm's subsidiaries include Babson Capital Europe
Limited in London, Babson Capital Australia Pty Ltd in Sydney, and
Cornerstone Real Estate Advisers LLC in Hartford, Conn.

Contact:

          Tom Tarrant
          JEFFERIES & COMPANY, INC.
          Telephone: 212-284-2389
          E-mail: ttarrant@Jefferies.com

               - or -

          Marty McDonough
          MASSMUTUAL / BABSON CAPITAL MANAGEMENT LLC
          Telephone: 413-226-1187
          E-mail: MMcDonough@BabsonCapital.com


* Thompson & Knight Adds Philip Kessler to Direct NY Office
-----------------------------------------------------------
Thompson & Knight LLP has tapped trial lawyer Philip Kessler to
direct the Firm's expanding operations in New York City and lead
the new office in metropolitan Detroit.

Mr. Kessler is a nationally renowned business litigator with 38
years of experience in state and federal courts.  Thompson &
Knight's metropolitan Detroit office, which will open in spring
2011, is the eleventh Firm office and second in the United States
outside of Texas.

"It is an honor to welcome Phil Kessler to Thompson & Knight,"
says Firm Managing Partner Jeffrey A. Zlotky.  "His distinguished
reputation, market knowledge, and insights will be great assets as
we seek opportunities to support new and existing clients in New
York, Michigan, and elsewhere."

Mr. Kessler concentrates his practice on business disputes on
behalf of individuals and partnerships as well as public and
private corporations.  His extensive experience includes
litigation involving antitrust, bankruptcy, contracts, health care
and pharmaceuticals, intellectual property, mergers and
acquisitions, and securities matters.

"Thompson & Knight has a distinguished and vibrant history.  It
has an impressive capacity to provide a wide range of legal
services to clients in many industries while remaining a leader in
serving the energy industry," says Mr. Kessler.  "The Firm's
recognized capabilities and responsiveness will enable me to serve
existing and new clients effectively, while supporting the Firm's
ongoing strategic initiatives.  I am very pleased to have been
invited to join this outstanding Firm."

Mr. Kessler is a Fellow and former Regent of the American College
of Trial Lawyers, Fellow of the International Academy of Trial
Lawyers, Fellow of the American and Michigan State Bar
Foundations, Life Member of the Judicial Conference of the United
States Court of Appeals for the Sixth Circuit, and a Trustee and
National Membership Chairman of the United States Supreme Court
Historical Society.  He also is ranked as one of America's leading
business litigators by Chambers USA and has been listed in The
Best Lawyers in America since 1987 in the areas of Antitrust Law,
Bet-the-Company Litigation, Commercial Litigation, and
Intellectual Property Litigation.

Mr. Kessler earned his law degree from the School of Law of the
University of California at Berkeley and his undergraduate degree
from The University of Michigan.

                     About Thompson & Knight

Established in 1887, Thompson & Knight is a full-service firm
providing legal solutions to public and private companies,
governments, and individuals in all areas, including commercial
and tort litigation, finance, banking, securities, mergers and
acquisitions, taxation, intellectual property, corporate
governance, creditors' rights, real estate, labor, white collar
defense, and environmental matters, among others.


* BOND PRICING -- For Week From Feb. 28 to March 4, 2011
--------------------------------------------------------

  Company          Coupon      Maturity  Bid Price
  -------          ------      --------  ---------
155 E TROPICANA     8.750%     4/1/2012    4.6590
ADVANTA CAP TR      8.990%   12/17/2026   13.0000
AHERN RENTALS       9.250%    8/15/2013   45.0000
AMBAC INC           5.950%    12/5/2035   11.0500
AMBAC INC           6.150%     2/7/2087    0.5000
AMBAC INC           7.500%     5/1/2023   12.0000
AMBAC INC           9.500%    2/15/2021   11.0630
AMBASSADORS INTL    3.750%    4/15/2027   38.2500
AMR CORP           10.450%    3/10/2011   97.5540
BANK NEW ENGLAND    8.750%     4/1/1999   11.2500
BANK NEW ENGLAND    9.875%    9/15/1999   13.0000
BANKUNITED FINL     6.370%    5/17/2012    5.5000
BIGLARI HOL-CALL   14.000%    3/30/2015   96.0000
BLOCKBUSTER INC     9.000%     9/1/2012    2.0000
BOWATER INC         6.500%    6/15/2013        -
C&D TECHNOLOGIES    5.500%   11/15/2026   71.8125
CAPMARK FINL GRP    5.875%    5/10/2012   47.0000
CS FINANCING CO    10.000%    3/15/2012    3.0000
DUNE ENERGY INC    10.500%     6/1/2012   73.0000
EDDIE BAUER HLDG    5.250%     4/1/2014    4.0000
EVERGREEN SOLAR     4.000%    7/15/2013   35.6830
FAIRPOINT COMMUN   13.125%     4/1/2018   10.3750
FRIEDE GOLDMAN      4.500%    9/15/2004    0.9500
GENERAL MOTORS      7.125%    7/15/2013   30.0000
GENERAL MOTORS      7.700%    4/15/2016   30.0000
GENERAL MOTORS      9.450%    11/1/2011   29.5000
GREAT ATLA & PAC    5.125%    6/15/2011   35.1250
GREAT ATLA & PAC    6.750%   12/15/2012   40.1250
GREAT ATLANTIC      9.125%   12/15/2011   32.0000
HARRY & DAVID OP    9.000%     3/1/2013   38.7500
HOV-CALL03/11       7.750%    5/15/2013  101.0000
LEHMAN BROS HLDG    1.500%    3/23/2012   22.8750
LEHMAN BROS HLDG    4.500%     8/3/2011   21.3350
LEHMAN BROS HLDG    4.700%     3/6/2013   22.5000
LEHMAN BROS HLDG    4.800%    2/27/2013   22.5000
LEHMAN BROS HLDG    4.800%    3/13/2014   25.5500
LEHMAN BROS HLDG    5.000%    1/22/2013   22.7500
LEHMAN BROS HLDG    5.000%    2/11/2013   23.7500
LEHMAN BROS HLDG    5.000%    3/27/2013   24.6250
LEHMAN BROS HLDG    5.000%     8/5/2015   24.6250
LEHMAN BROS HLDG    5.100%    1/28/2013   22.2500
LEHMAN BROS HLDG    5.150%     2/4/2015   23.3750
LEHMAN BROS HLDG    5.250%     2/6/2012   26.7500
LEHMAN BROS HLDG    5.250%    2/11/2015   22.5000
LEHMAN BROS HLDG    5.500%     4/4/2016   26.7500
LEHMAN BROS HLDG    5.625%    1/24/2013   26.8750
LEHMAN BROS HLDG    5.750%    7/18/2011   26.5000
LEHMAN BROS HLDG    5.750%    5/17/2013   25.5000
LEHMAN BROS HLDG    5.750%     1/3/2017    0.0100
LEHMAN BROS HLDG    6.000%    7/19/2012   26.0000
LEHMAN BROS HLDG    6.000%    6/26/2015   23.7500
LEHMAN BROS HLDG    6.000%   12/18/2015   23.1000
LEHMAN BROS HLDG    6.200%    9/26/2014   26.8750
LEHMAN BROS HLDG    6.625%    1/18/2012   25.0500
LEHMAN BROS HLDG    8.500%     8/1/2015   26.7500
LEHMAN BROS HLDG    8.750%   12/21/2021   24.0000
LEHMAN BROS HLDG    8.800%     3/1/2015   26.7500
LEHMAN BROS HLDG    8.920%    2/16/2017   24.1250
LEHMAN BROS HLDG    9.000%     3/7/2023        -
LEHMAN BROS HLDG    9.500%   12/28/2022   23.5000
LEHMAN BROS HLDG    9.500%    1/30/2023   22.5000
LEHMAN BROS HLDG    9.500%    2/27/2023   21.2000
LEHMAN BROS HLDG   10.000%    3/13/2023   23.7500
LEHMAN BROS HLDG   10.375%    5/24/2024   23.7500
LEHMAN BROS HLDG   11.000%    6/22/2022   23.2500
LEHMAN BROS HLDG   11.000%    3/17/2028   23.7500
LEHMAN BROS HLDG   12.120%    9/11/2009    5.3900
LEHMAN BROS HLDG   18.000%    7/14/2023   22.5000
LEHMAN BROS HLDG   22.650%    9/11/2009   24.0000
LEHMAN BROS INC     7.500%     8/1/2026   14.2500
LOCAL INSIGHT      11.000%    12/1/2017    4.0000
LTX-CREDENCE        3.500%    5/15/2011   90.0000
MAGNA ENTERTAINM    7.250%   12/15/2009    3.0000
MAJESTIC STAR       9.750%    1/15/2011   18.0000
METALDYNE CORP     11.000%    6/15/2012    5.0000
MOHEGAN TRIBAL      8.375%     7/1/2011        -
NEWPAGE CORP       10.000%     5/1/2012   69.2500
NEWPAGE CORP       12.000%     5/1/2013   35.8500
RASER TECH INC      8.000%     4/1/2013   35.0000
RESTAURANT CO      10.000%    10/1/2013    8.5000
RESTAURANT CO      10.000%    10/1/2013    8.2500
RYERSON TULL INC    8.250%   12/15/2011        -
SBARRO INC         10.375%     2/1/2015   25.0000
SPHERIS INC        11.000%   12/15/2012    1.5000
THORNBURG MTG       8.000%    5/15/2013    4.0000
TIMES MIRROR CO     7.250%     3/1/2013   35.0000
TRANS-LUX CORP      8.250%     3/1/2012   18.6250
TRICO MARINE        3.000%    1/15/2027    9.2500
TRICO MARINE SER    8.125%     2/1/2013   10.2500
UAL-CALL03/11       5.000%     2/1/2021  100.0000
VIRGIN RIVER CAS    9.000%    1/15/2012   50.0000
WASH MUT BANK FA    5.125%    1/15/2015    0.2500
WCI COMMUNITIES     4.000%     8/5/2023        -
WOLVERINE TUBE     15.000%    3/31/2012   36.0000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***