TCR_Public/110308.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 8, 2011, Vol. 15, No. 66

                            Headlines

699 MERRICK: Case Summary & 5 Largest Unsecured Creditors
9339 ALONDRA: Voluntary Chapter 11 Case Summary
1031 TAX GROUP: Wave III Settlement Fairness Hearing on June 27
A+HC HOLDING: Section 341(a) Meeting Scheduled for April 1
A+HC HOLDING: Files Schedules of Assets & Liabilities

A+HC HOLDING: Wants to Use Banco Popular's Cash Collateral
ACCENT WINDOWS: Case Summary & 20 Largest Unsecured Creditors
ALDA PHARMACEUTICALS: Posts C$325,300 Loss in Dec. 31 Quarter
AMBAC FIN'L: K. Veera Responds to Summary Judgment Motion
AMBAC FIN'L: Bar Date Extended to July 2 for D&Os

AMBAC FIN'L: AAC Incurs $1.47 Billion Net Loss in 2010
AMERLINK LTD: Court Dismisses RICO Claims in Suit v. D&Os
APPALACHIAN REGIONAL: Fitch Affirms 'BB-' Rating on Revenue Bonds
APPLESEED'S INTERMEDIATE: Reaches Creditor Accord
ARCTIC EXPRESS: 7th Cir. Remands Class Suit by Drivers Group

ARLINGTON HOSPITALITY: DIP Lender Not Entitled to Additional Fees
B GREEN: Roserberg Rich Raises Going Concern Doubt
BANK OF FLORIDA: Posts $627,000 Net Loss in Sept. 30 Quarter
BANNING LEWIS: Wants Plan Exclusivity Until May 31
BEARINGPOINT INC: Wants $47 Million Contract Suit Stayed for Now

BEAZER HOMES: CEO McCarthy Resolves SEC Clawback Claims
BETTER EXISTENCE: BEHIV Files For Chapter 7 Bankruptcy Protection
BERNARD L MADOFF: SEC Launches Probe of Ex-Top Atty.'s Madoff Ties
BI-LO LLC: Not Liable for Friarsgate CAM Charges
BNA SUBSIDIARIES: Confirmation Hearing Set for Mar. 22, 2011

BW PROPERTY: Voluntary Chapter 11 Case Summary
C-BASS: Judge Gropper Approves Disclosure Statement
CAPITOL BANCORP: Restates Financials for $11.7-Mil. Loan Losses
CARBON BEACH: Hearing on Amended Chapter 11 Plan Set for Thursday
CATALYST PAPER: Posts C$398.2 Million Net Loss in 2010

CATHAY GENERAL: Fitch Affirms Issuer Default Rating at 'BB'
CHINA TEL GROUP: RBSM LLP Resigns as Independent Accountant
CIRCLE ENTERTAINMENT: Merlin to Bring 3 Attractions to Orlando
CICSCO INC.: Case Summary & 19 Largest Unsecured Creditors
COTTLE FINANCIAL: Case Summary & 2 Largest Unsecured Creditors

CPW ACQUISITION: Court Won't Hear Dispute Over Fortress Fees
CROSS LANES: Case Summary & 8 Largest Unsecured Creditors
CROWN HOLDINGS: Fitch Raises Default Rating to 'BB'; Outlook Pos.
DAIICHI SOLAR: Case Summary & 20 Largest Unsecured Creditors
DAUERWALDEN, INC.: Case Summary & 5 Largest Unsecured Creditors

DAVE DUERSON: Filed for Bankruptcy in September
DELUXE CORPORATION: Moody's Assigns Ba2 Rating to $200 Mil. Notes
DELUXE HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
DOMMER CONSTRUCTION: Subcontractor's Financier May Amend Claim
DULATOWN OUTREACH: Case Summary & 10 Largest Unsecured Creditors

E-DEBIT GLOBAL: Enters Into Joint Venture With ebackup Inc.
ECONOMIC DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
ENERGY FUTURE: Calls Aurelius' Default Allegation 'Meritless'
EUGENE PIPE: Case Summary & 20 Largest Unsecured Creditors
EURAMAX INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating

EVANS OIL: Reports $39.7 Million in Liabilities
EVEREST HEIGHTS: Section 341(a) Meeting Scheduled for March 24
EVERGREEN ENERGY: Regains Listing Compliance With NYSE Arca
FAIRVUE CLUB: Gallatin, New Owner, to Reopen Club Mid-March
FIDELITY PROPERTIES: Parties Withdraw Plea to Dismiss Ch. 11 Case

FIRSTFED FINANCIAL: Wins Court Nod to Hire Garden City Group
FKF MADISON: Judge Approves Loan Over Creditors' Objections
FLEETWOOD FOOD: Voluntary Chapter 11 Case Summary
FNB UNITED: Banking Unit Converts $5-Mil. of Term Loan to Shares
FOREST GROVE: Court Rejects Disclosure Statement, Dismisses Case

FOXCO ACQUISITION: Moody's Upgrades Corp. Family Rating to 'B3'
FRANK J. GOMES: Creditors Withdraw Plea to Dismiss Chapter 11 Case
GENERAL MOTORS: Court OKs $420-Mil. Claims Reserve
GENERAL MOTORS: Removal Period Extended 1 Year After Confirmation
GENERAL MOTORS: Brown Rudnick Directed to Submit Rule 2019 Notice

GIGOPTIX LIMITED: PwC Raises Going Concern Doubt
GOTTSCHALKS INC: Discloses Termination of Registration of RSP
GREAT ATLANTIC & PACIFIC: Panel Withdraws Plea to Hire Lowenstein
GREAT ATLANTIC & PACIFIC: Local 342 vs. Pathmark Stores
GREAT ATLANTIC & PACIFIC: $629,000 in Claims Switch Hands February

GREEN MANOR: Case Summary & 3 Largest Unsecured Creditors
HALLMARK WOODWORKERS: Case Summary & 20 Largest Unsec Creditors
HEADWATERS INC: Moody's Assigns 'B2' Rating to Senior Notes
HOA RESTAURANT: Moody's Assigns 'B3' Rating to $165 Mil. Notes
HORIZON LINES: Moody's Retains 'Caa1' Corporate Family Rating

I/OMAGIC CORP: Simon & Edward Raises Going Concern Doubt
ILLINOIS FINANCE: Fitch Cuts Ratings on $190 Mil. Bonds to 'BB-'
INDUSTRIAS ARENERAS: Case Summary & 20 Largest Unsecured Creditors
INNOVIDA HOLDINGS: Receiver Takes Over, Can Pursue Chapter 11
KALIMATA INC: Case Summary & 4 Largest Unsecured Creditors

KATUMBH, LLC: Case Summary & 13 Largest Unsecured Creditors
LAFAYETTE INVESTORS: Case Summary & 12 Largest Unsecured Creditors
LANDMARK ATLANTIC: Court Prefers Case Dismissal, Not Conversion
LEVEL 3: Fitch Assigns 'B+/RR2' Rating to $500 Mil. Senior Notes
MACCO PROPERTIES: Creditors Panel Has OK to Hire Welch as Counsel

MAACO PROPERTIES: US Trustee Appoints 3 Members to Creditors Panel
MERUELO MADDUX: Seeks Relief from Paying Lawyers' Fees
METROPCS WIRELESS: Moody's Assigns 'Ba1' Rating to $1.5 Bil. Loan
MONTEBELLO, CA: Fiscal Mess Raises Insolvency Fears
MORGANS HOTEL: JV Assigns Stake in LV Hard Rock Hotel to Lender

MORITZ WALK: Must File Plan by April 15 to Avoid Foreclosure
MORNINGSIDE HEIGHTS: Terrace in the Sky in Chapter 11
MORTGAGE LENDERS NETWORK: Authorized to Destroy Files
MOSDOS CHOFETZ: Board's Approval of Site Plan Voids Violations
MSCI INC: Moody's Upgrades Corporate Family Rating to 'Ba1'

MSR RESORT: Paulson, Five Mile Offer $30 Million Loan
MWM CARVER: Files Chapter 11 Petition for Full-Payment Sale
NATIONAL JOCKEY CLUB: Judge Dismisses Suit v. Carey
NAT'L MEMORIAL PARK: Rasmus Auctioneers Conducts Liquidation
NEBRASKA BOOK: Said to Tap Advisors for Possible Chapter 11

NEW SOLUTIONS: Case Summary & 4 Largest Unsecured Creditors
NEW STREAM: Investors Seek to Force Bankruptcy, Want Trustee
NEW STREAM: Involuntary Chapter 11 Case Summary
NO FEAR RETAIL: Has Court's Nod to Reject 12 Unexpired Leases
NORDYKE VENTURES: Case Converted to Chapter 7

NORTEL NETWORKS: Ex-Workers Want Fast-Track of Claim Status Bill
NORTEL NETWORKS: Posts $4.061 Billion Net Loss in 2010
OCTAVIUS TOWER: Fitch Assigns 'CCC' Issuer Default Rating
PALM HARBOR: Court Approves Sale of Assets to Fleetwood
PC DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors

PEA RIVER: Case Summary & 18 Largest Unsecured Creditors
PILGRIM'S PRIDE: Court Says Rejection of N.C. Growers' Pacts Valid
PJ FINANCE: Owner of 32 Apartment Locations in Chapter 11
PJ FINANCE: Case Summary & 20 Largest Unsecured Creditors
PLANT INSULATION: Inks Settlement Pact with Arrowood Indemnity

POPLAR VILLAS: Voluntary Chapter 11 Case Summary
PREMIER NW: Case Summary & 20 Largest Unsecured Creditors
PRESIDIO INC: Moody's Affirms 'B1' Corporate Family Rating
RANCHES HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
RITE AID: Completes Refinancing of Tranche 3 Term Loan

RIVER ROAD: Files Plan for O'Hare InterContinental Chicago Hotel
ROBERT RYNDERS: Files For Chapter 11 Bankruptcy Protection
S & Y ENTERPRISES: Files Amended Schedules of Assets & Liabilities
S & Y ENTERPRISES: Has Until March 11 to File Chapter 11 Plan
SABRE DEFENCE: Court Sets March 10 as Auction Date

SEMCRUDE LP: Plains Marketing Has Green Light to Amend Complaint
S.J. HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
SOUTH EDGE: District Court Affirms Rejection of Briefing Schedule
SOUTH EDGE: FTI's Cynthia Nelson is Chapter 11 Trustee
SPIRIT TOURS: Files for Chapter 11 Bankruptcy Protection

SUN COUNTRY: Sale On Track; Trustee Expecting LOI Shortly
SUNCAL COS: Lehman Commercial Paper Bids for LBREP Projects
SUPERIOR ACQUISITIONS: Disc. Statement Hearing Set for April 1
SUPERIOR ACQUISITIONS: Ch. 11 Trustee Agrees to DRMG Stay Relief
TERRA BENTLEY II: Village Denied Derivative Standing

TERRESTAR CORP: Colbeck Wants Additional Adequate Protection
TERRESTAR CORP: Files Schedules of Assets & Liabilities
TERRESTAR CORP: Files Statement of Financial Affairs
TERRESTAR NETWORKS: Proposes to Purchase Equipment for $557,472
TERRESTAR NETWORKS: Sprint Filing Identical Claims, Says Panel

TERRESTAR NETWORKS: Committee Challenge Period Moved to March 11
TEXAS-SCARBOROUGH: Case Summary & 12 Largest Unsecured Creditors
TRICO MARINE: Plan Outline Hearing Set for April 13
TULLY'S COFFEE: Names Cathy Campbell as Chief Financial Officer
VECTAIR USA: Case Summary & 16 Largest Unsecured Creditors

VETTA LLC: Case Summary & 20 Largest Unsecured Creditors
VULCAN MATERIALS: Moody's Cuts Senior Unsec. Ratings to 'Ba1'
WHISPERING WIND: Voluntary Chapter 11 Case Summary
WISCONSIN CHEESEMAN: All Plant Assets to be Sold at Public Auction
WTB FINANCIAL: Fitch Downgrades Preferred Stock Rating to 'BB+'

ZOGENIX INC: Recurring Losses Prompt Going Concern Doubt

* Circuits Now Split on Negative Equity on Auto Loans
* Holding Repossessed Car Warrants $13,000 in Damages

* Two Ex-Bank of America Execs. Buying More Failed Banks
* Congress Warned That Reform Hurts Small Banks

* DiNapoli Tells CNBC State Bankruptcy Talk is 'Irresponsible'
* Michigan Governor Directs Cities to Begin Tightening Their Belts

* Moody's: Municipal Market Continues to Face Credit Pressure
* Moody's: Default Wave Failed to Sink Investor Recoveries
* Moody's: Defaults Down Dramatically in 2010

* Lenny Goldberg Talks About Construction Subcontractor Defaults
* Perkins Coie Opens NY Office to Expand Restructuring Practice

* Large Companies With Insolvent Balance Sheets


                            ********


699 MERRICK: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 699 Merrick Road Realty, LLC
        12 Wilbur Street
        Lynbrook, NY 11563

Bankruptcy Case No.: 11-71229

Chapter 11 Petition Date: March 3, 2011

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

Judge: Robert E. Grossman

Debtor's Counsel: Fred S. Kantrow, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: fkantrow@avrumrosenlaw.com

Scheduled Assets: $1,821,000

Scheduled Debts: $3,587,273

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb11-71229.pdf

The petition was signed by


9339 ALONDRA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 9339 Alondra Blvd., LLC
        156 S. Clark Drive
        Beverly Hills, CA 90211

Bankruptcy Case No.: 11-19071

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Jennifer L. Jones, Esq.
                  THE WESTWOOD LAW GROUP, APC
                  9107 Wilshire Boulevard, Suite 450
                  Beverly Hills, CA 90210
                  Tel: (310) 623-4420
                  Fax: (310) 461-1901
                  E-mail: Jdgrad03@Yahoo.com

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

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

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

The petition was signed by Javid Somekh, managing member.


1031 TAX GROUP: Wave III Settlement Fairness Hearing on June 27
---------------------------------------------------------------
Judge James Ware issued a revised order preliminary approving the
Wave III Class Settlement with the Boulder Defendants and the
MacDowell Parties.  A Fairness Hearing pursuant to Rule 23(e) of
the Federal Rules of Civil Procedure is scheduled to be held
before the Court on June 27, 2011 at 9:00 a.m., to consider Class
Counsel's motion for final approval of the deal.

Class Representatives, on behalf of themselves and the Settlement
Class and Gerard A. McHale, Jr., P.A., the Liquidation Trustee for
the 1031 Debtors Liquidation Trust, pursuant to the plan of
reorganization confirmed in the chapter 11 bankruptcy cases for
the 1031 Tax Group, LLC, et al., and the 1031 Debtors Liquidation
Trust, have entered into a Stipulation and Agreement of Settlement
with Boulder Capital LLC, Boulder Columbus LLC, Boulder West Oaks
LLC, Boulder Holdings VI, LLC, Boulder Holdings X, LLC, and Roy S.
MacDowell, Jr.  and Virginia MacDowell, Baystone Investor, LLC,
Baystone Residual, LLC, and Baystone Fund I GP, LLC.

The Wave III Settlements will total $21,975,000:

     -- the Kutak Parties collectively contributing $8,975,000;
     -- Citibank contributing $5,900,000;
     -- the Foley Defendants contributing $1,700,000;
     -- the Boulder Defendants contributing $2,000,000; and
     -- Jorden Burt and Richard Simring contributing $3,400,000

The settlements will add to the Wave I and Wave II Settlements.

The Wave III Settling Defendants deny any wrongdoing, fault,
liability or damage to the Class or the Trustee and deny that they
acted improperly in any way.  In view, however, of the uncertainty
and expense of litigation, the Wave III Settling Defendants have
agreed to pay these amounts in exchange for, among other things, a
full, final and complete release of, among other claims, all
asserted and unasserted claims against them and Rule 23 Bar Orders
protecting them from any further or potential claims.

The Wave III Settlements will not resolve claims against the other
non-settling defendants and litigation will continue against those
defendants.

The case is Anita Hunter, et al., v. Citibank, N.A., et al., Case
Nos. 09-md-02028 JW, 09-CV-02079-JW (N.D. Calif.)  A copy of the
Court's March 2, 2011 revised order is available at
http://is.gd/jVbG2Xfrom Leagle.com.

                      About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14,
2007.  Gerard A. McHale, Jr., was appointed Chapter 11 trustee.
Jonathan L. Flaxer, Esq., and David J. Eisenman, Esq., at
Golenbock Eiseman Assor Bell & Peskoe LLP, represent the Chapter
11 trustee.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq.,
and Allen G. Kadish, Esq., at Greenberg Traurig, LLP, represent
the Official Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


A+HC HOLDING: Section 341(a) Meeting Scheduled for April 1
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of A+HC
Holding, Inc.'s creditors on April 1, 2011, at 9:00 a.m.  The
meeting will be held at Ochoa Building, 500 Tanca Street, First
Floor, San Juan, Puerto Rico.

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

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

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case No. 11-01428) on Feb. 24, 2011.  Charles Alfred Cuprill,
Esq., at Charles A. Curpill, PSC Law Office, serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $32,711,487 in total assets and $29,266,889 in total
debts as of the Petition Date.


A+HC HOLDING: Files Schedules of Assets & Liabilities
-----------------------------------------------------
A+HC Holding, Inc., has filed with the U.S. Bankruptcy Court for
the District of Puerto Rico its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                    ------           -----------
A. Real Property                      $45,713
B. Personal Property              $32,665,774
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $23,978,994
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $403,632
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,884,264
                                  -----------          -----------
      TOTAL                       $32,711,487          $29,266,889

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, filed for Chapter 11 bankruptcy protection on Feb. 24, 2011
(Bankr. D. P.R. Case No. 11-01428).  Charles Alfred Cuprill, Esq.,
at Charles A. Curpill, PSC Law Office, serves as the Debtor's
bankruptcy counsel.


A+HC HOLDING: Wants to Use Banco Popular's Cash Collateral
----------------------------------------------------------
A+HC Holding, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Puerto Rico to use the cash collateral of
Banco Popular de Puerto Rico until April 1, 2011.

On Feb. 2, 2010, the Debtor entered into a loan and security
agreement with Westernbank Puerto Rico for a maximum credit
facility of $25 million, which was utilized by the Debtor to
purchase 22 pharmacies from PMC Marketing, Corp., through a public
sale, approved by the Court on Jan. 15, 2010.  The loan is secured
by substantially all of the Debtor's assets.

Westernbank was closed on April 30, 2010, by the Commissioner of
Financial Institutions of the Commonwealth of Puerto Rico, who
appointed the Federal Deposit Insurance Corporation as receiver.
FDIC and BPPR entered into a loss sharing agreement as to
Westernbank's assets, by which BPPR acquired the Loan.  At the
time of the filing of the Debtor's Chapter 11 case, the Debtor
owed BPPR $23,978,994 on the loan.

Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C.
Law Offices, explains that the Debtor needs access to the cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at
http://bankrupt.com/misc/A_HC_budget.pdf

The Debtor says that BPR is adequately protected in the Debtor's
use of cash collateral, since the mitigation and contingency plan
will allow the Debtor to preserve BPPR's collateral and maximize
the same, inclusively through probable sales of pharmacies.

The Puerto Rico Administration for the Services of Mental Health
and Against Addiction and the Debtor agreed in February 2011 on a
contingency plan to mitigate the potential risks involved in
having the narcotics and controlled substances unattended and
dispersed through the Debtor's 22 pharmacies across Puerto Rico.
The contingency plan required the Debtor to remove all narcotics
and controlled substances form the 22 locations under armed escort
and to concentrate the same in one pharmacy location in the
metropolitan area under 24-hour surveillance, as quickly as
possible.

The Debtor says that BPPR's interest in the stream resulting from
the liquidation of the Debtor's assets and in the probable sale of
the Debtor's pharmacies, which isn't possible without the
mitigation and contingency plan and the use of BPPR's cash
collateral, is additional adequate protection to BPPR in the
Debtor's use of BPPR's cash collateral, since BPPR will be
receiving a replacement lien of equal value or more than the
requested use of its cash collateral.

The Debtor will comply with the reporting requirements under the
Loan.

BPPR has not consented to the use of its cash collateral and has
requested the Court to prohibit the Debtor's use of its cash
collateral.  According to BPPR, the Debtor resumed operations and
has not disclosed the source of its funding to operate.  BPPR says
that the Debtor has failed to make any deposits with BPPR since
Feb. 17, 2011.

BPPR is represented by O'Neill & Borges.

                        About A+HC Holding

San Juan, Puerto Rico-based A+HC Holding, Inc., aka Farmacias El
Amal, filed for Chapter 11 bankruptcy protection on Feb. 24, 2011
(Bankr. D. P.R. Case No. 11-01428).  Charles Alfred Cuprill, Esq.,
at Charles A. Curpill, PSC Law Office, serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$32,711,487 in total assets and $29,266,889 in total debts as of
the Petition Date.


ACCENT WINDOWS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Accent Windows, Inc.
        12300 Pecos Street
        Westminster, CO 80234

Bankruptcy Case No.: 11-14348

Chapter 11 Petition Date: March 4, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-14348.pdf

The petition was signed by Terry Marcovich, president.


ALDA PHARMACEUTICALS: Posts C$325,300 Loss in Dec. 31 Quarter
-------------------------------------------------------------
ALDA Pharmaceuticals Corp. reported a net loss of C$325,359 on
C$49,324 of sales for the three months ended Dec. 31, 2010,
compared with a net loss of C$337,750 on C$996,659 of sales for
the same period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed C$1,006,059
in total assets, C$1,043,260 in total liabilities, and a
stockholders' deficit of C$37,201.

"The Company has no history of pre-tax profit and in the previous
three years has had only limited annual revenues for each of the
years it has been operating," the Company said in the filing.
"The Company sustained operating losses for each of its fiscal
years and has sustained significant accumulated operating losses."

The auditor's reports to the shareholders are expressed in
accordance with Canadian reporting standards, which do not require
a reference to conditions and events that cast substantial doubt
on the Company's ability to continue as a going concern when these
are adequately disclosed in the financial statements.

"Had the Company's financial statements been audited by U.S.
auditors, the Company may have received a 'going concern'
qualification," according to the Management's discussion and
analysis on the 2010 results.

A full-text copy of the interim consolidated financial statements
is available for free at http://researcharchives.com/t/s?7474

A full-text copy of the Management's Discussion & Analysis is
available for free at http://researcharchives.com/t/s?7475

                    About ALDA Pharmaceuticals

Based in Richmond, BC, Canada, ALDA Pharmaceuticals Corp.
-- http://www.aldacorp.com/-- is principally engaged in the
development, production and marketing of infection control agent
products, principally a product marketed as "T36(R)".

ALDA trades on the TSX Venture Exchange in Vancouver, Canada under
the symbol "APH" and on the OTC BB under the symbol "APCSF".


AMBAC FIN'L: K. Veera Responds to Summary Judgment Motion
---------------------------------------------------------
As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Ambac Financial Group, Inc., commenced an adversary
proceeding in the U.S. Bankruptcy Court for the Southern District
of New York for a declaratory relief to confirm applicability of
the automatic stay and for injunction against Karthikeyan V. Veera
on Jan. 18, 2011.

In March 2010, Mr. Veera commenced a putative class action before
the U.S. District Court in the Southern District of New York on
behalf of himself and a putative class consisting of all
participants in the Ambac Financial Group, Inc. Savings Incentive
Plan for the period from October 1, 2006 to July 2, 2008, against
numerous alleged Plan fiduciaries, including certain current and
former directors of the Debtor, the Savings Plan Administrative
Committee under the Debtor's Plan, the Savings Plan Investment
Committee, and the Compensation Committee of the Debtor's Board of
Directors.  The class action alleges breach of the defendants'
fiduciary duties under the Employment Retirement Income Security
Act of 1974.

The Debtor has filed a motion, asking Bankruptcy Judge Shelley
Chapman to enter:

  (a) a summary judgment declaring that the protections of the
      automatic stay are applicable to:

      -- the claims against the ERISA Action Defendants; or

      -- the efforts of Mr. Veera to obtain extremely
         burdensome, expensive and time-consuming discovery from
         the Debtor and its current management in connection
         with the prosecution of the ERISA Action; or

  (b) an injunction preventing Mr. Veera from continuing to
      prosecute the ERISA Action until the effective date of a
      Chapter 11 plan in the Debtor's bankruptcy case.

Karthikeyan Veera is not interested in disrupting Ambac Financial
Group, Inc.'s reorganization efforts or distracting its officers
and employees from working towards reorganization, Stephen J.
Fearon, Jr., Esq., at Squitieri & Fearon, LLP, in New York, tells
Judge Chapman of the U.S. Bankruptcy Court for the Southern
District of New York.

Mr. Veera, according to Mr. Fearon, is simply trying to prosecute
his "ERISA Action" by obtaining discovery to support his claims.

The Debtor attempts to make Mr. Veera's subpoena relevant to the
adversary proceeding the Debtor commenced by misrepresenting Mr.
Veera's positions to the Bankruptcy Court, Mr. Fearon points out.
However, Mr. Veera has not admitted that he cannot prosecute a
putative ERISA action before the U.S. District Court for the
Southern District of New York without discovery -- only that the
discovery from the Debtor would help him pursue his claims
against 14 individuals and three committees that were fiduciaries
to the Ambac Financial Group, Inc. Savings Investment Plan, Mr.
Fearon contends.

Indeed, Mr. Veera has drastically pared the number of requests in
the subpoena from 62 to eight and has further limited the scope
and breadth of his requests in order to minimize possible effects
on the Debtor's reorganization efforts, Mr. Fearon discloses.  A
full-text copy of the revised subpoena can be found in Mr.
Veera's response, available for free at:

   http://bankrupt.com/misc/Ambac_VeeraReply2SummJudgMo.pdf

Mr. Fearon clarifies that Mr. Veera has absolutely no claim
against the Debtor nor is the Debtor a named defendant to the
ERISA Action.  Mr. Fearon explains that Mr. Veera did not name
the Debtor as a defendant because, as the Debtor had argued, the
Debtor had no fiduciary responsibilities with respect to the Plan
and thus could not properly be named as a defendant in the ERISA
Action.  As the Debtor has conceded, the Non-Debtor Defendants'
right to indemnification is not absolute, Mr. Fearon asserts.
Mr. Veera seeks to recover from the Non-Debtor Defendants for
their independent fiduciary breaches under ERISA, Mr. Fearon
stresses.

               Revised Subpoena Still Burdensome,
                         Debtor Argues

Counsel to the Debtor, Richard Q. Reinthaler, Esq., at Dewey &
LeBoeuf LLP, in New York, asserts that although less burdensome,
Mr. Veera's subpoena list still seeks a large volume of documents
and e-mails of questionable relevance to the issues in the ERISA
Action.

Mr. Reinthaler points out that six of the eight requests appear
to have nothing to do with the Plan or the issues in the ERISA
Action.  Mr. Reinthaler also notes that although only three of
the requests seek the production of e-mails, a preliminary search
of the various Ambac servers resulted in approximately 227,000
"hits" using the search terms proposed by Mr. Veera.

More importantly, Mr. Veera's admission that he will be able to
proceed with the ERISA Action without the discovery from the
Debtor establishes that there is simply no justification for the
financial burden and distraction of time the Debtor has incurred
in connection with the Summary Judgment Motion and will incur if
ordered to comply with Mr. Veera's discovery requests, Mr.
Reinthaler stresses.

"The expenditure of $2 million to comply with Mr. Veera's
discovery requests is not something the Debtor should have to
undertake at the whim of a class action plaintiff, particularly
where the Debtor is at a critical juncture of its reorganization
efforts and needs the 'breathing spell' afforded by Section 362
of the Bankruptcy Code," according to Mr. Reinthaler.

Mr. Reinthaler further contends that Mr. Veera is wrong in
arguing that the individual Non-Debtor Defendants have no
indemnification rights because they are being sued in their
capacities as ERISA Savings Plan fiduciaries rather than in their
capacities as directors, officers, or employees of the Debtor.
The only reason the Individual Non-Debtor Defendants are being
sued as "fiduciaries" is because they were asked, in their
capacities as directors, officers, or employees, to serve on the
various committee Non-Debtor Defendants, Mr. Reinthaler points
out.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FIN'L: Bar Date Extended to July 2 for D&Os
-------------------------------------------------
Bankruptcy Judge Shelley Chapman extended the claims bar date
through July 2, 2011, solely with respect to any claim to be
asserted by any of Ambac Financial Group, Inc.'s former officers
or directors against the Debtor for indemnification, contribution,
or reimbursement.

The Claims Bar Date may be further extended with respect to any
claim by any of the Former Officers or Directors at the
discretion of the Debtor and without further notice or order of
the Court, Judge Chapman held.

Judge Chapman clarified that entry of the Bar Date Order
Extension does not constitute a consent by any of the Former
Officers or Directors to the jurisdiction of the Bankruptcy
Court.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FIN'L: AAC Incurs $1.47 Billion Net Loss in 2010
------------------------------------------------------
Ambac Assurance Corporation filed on March 2, 2011, statutory
financial statements as of and for the year ended Dec. 31,
2010, for AAC, Ambac Assurance Corporation Segregated Account and
Everspan Financial Guarantee Corporation.

As of Dec. 31, 2010, AAC has $7,940,034,635 in total assets,
$6,913,114,454 in total liabilities, and $1,026,920,181 in
equity.

AAC recorded a net loss of $1,471,903,054 for the year 2010.

AAC listed $625,356,082 in cash, cash equivalents and short term
investments at the beginning of 2010, and $512,619,523 of cash
and cash equivalents at the end of the same year.

Full-text copies of the 2010 Annual Reports are available for
free at:

* AAC's Annual Report

   http://bankrupt.com/misc/AAC2010AnnualReport.pdf

* Segregated Account's Annual Report

  http://bankrupt.com/misc/AACSegAcct2010AnnualStme.pdf

* Everspan's Annual Report

   http://bankrupt.com/misc/Everspan2010AnnualStme.pdf

Ambac Assurance is a guarantor of public finance and structured
finance obligations, has a Caa2 rating from Moody's Investors
Service, Inc., and is the principal operating subsidiary of Ambac
Financial Group, Inc.

Ambac Financial, headquartered in New York City, is a holding
company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial filed for a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.  Ambac Financial will continue to
operate in the ordinary course of business as "debtor-in-
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.  Ambac Financial's common
stock trades in the over-the-counter market under ticker symbol
ABKFQ.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERLINK LTD: Court Dismisses RICO Claims in Suit v. D&Os
---------------------------------------------------------
Bankruptcy Judge J. Rich Leonard dismissed, at the defendants'
behest, claims pursuant to Racketeer Influenced and Corrupt
Organization Act, 18 U.S.C. Sections 1961-1968, incorporated in
chapter 75D of North Carolina's general statutes, in the suit,
Stephen L. Beaman, Trustee, v. John M. Barth, Jr. and wife Tracy
M. Barth; Richard B. Spoor and wife Walton Spoor; John M. Barth
and wife Eileen M. Barth; Harlingen Stables, Inc.; Tall Grass
Farms, Inc.; Pro-Form Construction, Inc.; National Consumer
Cooperative Bank; Thomas R. Slocum; Terry Castle; Steven J.
Gugenheim; Horizon Trust & Investment Management, N.A.; JR
International Holdings, LLC; and Capital Community Foundation,
Inc., Adv. Pro. No. 10-00164 (Bankr. E.D.N.C.).

When AmerLink was formed, Richard B. Spoor was the sole owner and
shareholder of the corporation.  In the fall of 2006, groundwork
was laid for the creation of an AmerLink employee stock option
plan.  The ESOP was adopted on Sept. 29, 2006, with an effective
date of Oct. 1, 2005.  Horizon Trust & Investment Management,
N.A., acted as trustee for the ESOP.  Eleven days prior to
adoption of the ESOP, Sept. 18, 2006, John M. Barth, Jr., was
hired as President and CEO of the Debtor.  During this time,
Thomas R. Slocum was a director and officer of the Debtor, serving
as the Vice President and Secretary.  AmerLink's business records
showed assets, property, and equipment valued at $17,036,117 at
the time of the ESOP adoption.  The same records indicated long
term liabilities totaling $11,933,502.  Retained earnings were
$4,895,078.  On Dec. 8, 2006, Pro-From Construction, Inc., was
created as a subsidiary of the Debtor.  AmerLink was the sole
shareholder of Pro-Form.  Shortly thereafter, on Dec. 14, 2006,
Mr. Spoor, as AmerLink's sole shareholder, reconstituted
AmerLink's board of directors.  Mr. Spoor was elected chairman of
the board.  Junior, Slocum, Stephen Gugenheim, and Terry Castle
were also elected to AmerLink's board of directors on the same
date.  Messrs. Gugenheim and Castle refer to themselves as the
"outside directors" because they were not members of the board at
the time the ESOP was created.  On Dec. 19, 2006, two separate
entities, In The Woods, Inc., and Harlingen Holdings, Inc., were
merged into the Debtor.  Mr. Spoor controlled both Woods and
Harlingen Holdings at the time of merger.  Less than a week later,
on Dec. 21, 2006, AmerLink adopted the first amendment to the
ESOP.  The effective date of the first amendment was Dec. 30,
2006.

The plaintiff contends that Messrs. Spoor and Junior, aided by
fellow board of director members and certain lenders, formulated
an elaborate scheme to get Mr. Spoor out of AmerLink with as much
money as possible.  Under the plaintiff's theory, the ESOP is the
linchpin, serving as a conduit to knowingly deplete the Debtor's
coffers for personal gain.  With respect to the federal and state
RICO claims specifically, the plaintiff asserts that Messrs.
Spoor, Junior, Gugenheim, Castle, Slocum, and Senior as a group
constitute an enterprise as defined in 18 U.S.C. Sec. 1961(1)(4)
and N.C. Gen. Stat. Sec. 75D-3(a); and, that the collective
conduct of the enterprise, which was engaged in interstate
commerce, evidences the common purpose to deprive the Debtor of
assets to enrich Mr. Spoor and position Junior to take over the
Debtor.  In response, the defendants argue that the plaintiff
fails to plead with particularity a relationship between separate
acts which would establish a pattern, scheme, or ongoing
fraudulent activity that caused proximate harm to the Debtor.

A copy of the Court's March 3, 2011 Order is available at
http://is.gd/b2t44Nfrom Leagle.com.

AmerLink, Ltd., was in the business of log home manufacturing,
e.g., processing logs into home kits and contracting for
installation of homes.  AmerLink filed for Chapter 11 bankruptcy
on Feb. 11, 2009.  The case was converted to Chapter 7 (Bankr.
E.D.N.C. Case No. 09-01055) and Stephen L. Beaman was appointed as
Chapter 7 trustee.


APPALACHIAN REGIONAL: Fitch Affirms 'BB-' Rating on Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has taken this rating action on Appalachian Regional
Healthcare, as part of its continuous surveillance effort:

Kentucky Economic Development Finance Authority

  -- $71,500,000 refunding and improvement revenue bonds series
     1997 affirmed at 'BB-'.

Fitch has also revised ARH's Rating Outlook to Stable from
Positive.

Rating Rationale:

  -- The revision in Outlook reflects the decline in profitability
     at ARH which has occurred in fiscal year 2010 and continues
     into the six-month interim period, coupled with a weakening
     inpatient utilization trend and increased leverage ratios due
     to additional debt;

  -- While ARH's profitability metrics are adequate compared to
     the rating category, the system's maximum annual debt service
     coverage and debt to capitalization ratios are consistently
     weaker for the rating category reflecting a highly leveraged
     entity with extremely limited debt capacity;

  -- Although ARH's liquidity ratios improved in 2010, days in
     current liabilities are very high, and future liquidity
     growth could be constrained because of the system's future
     pension liability obligations and potential capital needs;

  -- Additional credit concerns include a 10% increase in ARH's
     bad debt expense from the prior year, reflecting the system's
     challenging service area whose characteristics include high
     poverty levels, relatively high unemployment statistics with
     a large proportion of revenues from Medicaid, Medicare and
     self pay patients.

Key Rating Drivers

  -- Maintaining stability in operating profitability;
  -- Sustaining the current liquidity position;
  -- Additional debt which could negatively pressure the rating.

Security:

Bonds are secured by a pledge of gross revenues of the system.

Credit Summary:

In 2010, ARH's profitability metrics exceeded the medians for the
rating category, but profitability was significantly lower than it
was in 2009, debt ratios were higher and debt service coverage
declined.  ARH had achieved its stated objective increasing its
cash reserves and is well on track to meet its objective of 100
days cash on hand by 2015, but virtually every other financial
metric declined in 2010 versus 2009, and, with the exception of
the system's liquidity ratios, these deteriorating trends continue
into the six-month interim period ending June 30, 2010.  In
addition, although ARH's days cash on hand ratio is good for the
rating level, days in current liabilities is higher than the
median for the category.

For the fiscal year ending 2010, ARH earned $7.5 million from
operations producing an operating margin of 1.3% and an operating
EBITDA margin of 6.7%; both ratios are weaker than in the prior
year when the system produced a 3.2% operating margin and an 8.8%
operating EBITDA margin.  ARH is behind budget for fiscal 2011
with a projected operating income of $7.7 million.  MADS coverage
by operating EBITDA dipped to 1.7 times versus 2.2x in the prior
year.  The system's debt to capitalization ratio increased to 91%
from 86% in the prior year while debt to operating EBITDA grew to
2.5x from 2.0x in 2009.

This pattern continues when comparing the fiscal 2011 interim
results.  The six month period ended Dec. 31, 2010 versus the six
month period ended Dec. 31, 2009 exhibited weaker profitability,
marginally weaker coverage and higher capital ratios, in contrast
to the continuing growth in liquidity ratios.  ARH currently has
$123 million in unrestricted cash and investments that calculate
to 94.5 days of cash on hand, a 5.5x cushion ratio and a cash to
debt ratio of 129.5%.  This cash excludes $12 million of cash
collateral that has been pledged related to a letter of credit for
a pension waiver from the Pension Benefit Guaranty Corporation.

Based on June 30, 2010 audited financial statements, total
outstanding debt was $94.3 million consisting of $65.1 million
outstanding debt on the series 1997 bonds, $7.6 million in other
bonded debt, and approximately $21.6 million in other long-term
debt.  In fiscal year 2011, ARH borrowed $13,000,000 (USDA loan)
to finance the construction of a patient tower at its Whitesburg
facility, increasing its maximum annual debt service to
$22.2 million from $20.4 million.  ARH is contemplating another
USDA loan within the next few years to address other capital needs
of the system.  Fitch will evaluate the impact of any additional
issuance at that time and believes ARH's debt capacity is limited
at the current rating level.

ARH has maintained a solid market position in its service areas,
but utilization trends are essentially flat except for ER visits
which have recovered to prior levels after a dip in 2009.  This is
a critical area for ARH since 60% of its admissions come through
the ER.  Physician recruitment and retention continues to be an
ongoing challenge but the system has added six additional
physicians over the past year.

ARH's service area is also challenging.  Unemployment rates range
from 10 to 11.8% in the system's Kentucky service compared to a
national unemployment rate of approximately 9%.  Economic
statistics are similar for the system's West Virginia market,
though not as severe.  Sixty percent of ARH's revenue mix comes
from a combination of Medicare and Medicaid and 12% of the
revenues are self pay.

Appalachian Regional Healthcare is a not-for-profit health system
serving 350,000 residents across Eastern Kentucky and Southern
West Virginia.  Operating nine hospitals, multi-specialty
physician practices, home health agencies, homecare stores and
retail pharmacies, ARH is the largest provider of care and single
largest employer in southeastern Kentucky and the third largest
private employer in southern West Virginia.  Total revenues in
fiscal 2010 were $594 million.  ARH covenants to disclose only
annual financial information and utilization statistics, however,
the system's disclosure practices are excellent.


APPLESEED'S INTERMEDIATE: Reaches Creditor Accord
-------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Joshua A. Sussberg, a lawyer for Appleseed's Intermediate Holdings
LLC, told the bankruptcy judge at a hearing that the company has
reached a global resolution that "paves a clear path to emergence"
from bankruptcy protection.  The settlement got unsecured
creditors to support the company's restructuring proposal by
funding a trust to pursue potential litigation, Mr. Sussberg said.

The trust would be funded with $2.5 million, with the first
$1 million available for investigations or to distribute among
unsecured creditors, Judge Sussberg told Bankruptcy Judge Kevin
Gross, according to Mr. Rochelle's report.  Mr. Rochelle relates
that unsecured creditors wouldn't have received any recovery under
the current reorganization proposal.  The recovery plan will be
modified incorporating the accord and the support of the unsecured
creditors' committee.  The remaining $1.5 million would be used to
prosecute any lawsuits.

Appleseed's filed a pre-negotiated reorganization plan that would
cut its debt by more than $420 million, or more than half,
according to a company statement. The plan, which must be approved
by May 21, is supported by more than 80% of lenders with first
priority of repayment and unanimously by lenders with a secondary
priority.


ARCTIC EXPRESS: 7th Cir. Remands Class Suit by Drivers Group
------------------------------------------------------------
Plaintiffs Owner Operator Independent Drivers Association, Inc.,
and Carl Harp and Michael Wiese, as representatives of the
certified class of owner-operators, seek to enforce a final
judgment obtained in a class action brought on behalf of
independent owner-operator truck drivers against a regulated motor
carrier, Arctic Express Inc., for maintenance escrow funds owed to
the owner-operators.  Plaintiffs assert that Comerica Bank,
through which Arctic kept several accounts and a revolving line of
credit, holds a portion of the funds included in the judgment in
breach of a statutory trust created pursuant to the Truth-in-
Leasing regulations of the Motor Carrier Act, 49 U.S.C. Sections
14101-02, 14704; 49 C.F.R. Sec. 376.12.  Plaintiffs seek
restitution of the maintenance escrows allegedly withdrawn
unlawfully by Comerica from the trust account as a reduction on
Arctic's loan balance.  On cross-motions for summary judgment, the
district court granted summary judgment in favor of Comerica and
denied plaintiffs' motion.  A three-man panel consisting of
Circuit Judges Alan Eugene Norris, Deborah L. Cook, and Richard
Allen Griffin, affirmed in part, reversed in part, and remanded
the case for further proceedings consistent with its opinion.

"We agree with the district court that genuine issues of material
fact exist which preclude a ruling, as a matter of law, on
Comerica's statute of limitations defense.  The district court
correctly ruled that this is a question for the trier of fact to
resolve," said Judge Griffin, who wrote the opinion.

The lawsuit has its origins in a $5.5 million class action
settlement agreement that Arctic and its affiliate, D & A
Associates Ltd., entered into with plaintiffs, representatives of
a certified class of "owner-operators," who independently own,
lease, and operate motor carrier equipment for the transportation
of commodities.  OOIDA is an owner-operator business association
with over 141,000 members throughout the United States and Canada.
Messrs. Harp and Wiese are individual owner-operators who
contracted with Arctic to lease motor vehicle equipment.  Arctic
is a federally regulated motor carrier that provides
transportation services to the shipping public.  D & A is a non-
carrier company that leases truck units to independent owner-
operators.

The case is Owner Operator Independent Drivers Association, Inc.;
Carl Harp, as representatives of the Class and the Certified Class
of Owner-Operators; Michael Wiese, as representatives of the Class
and the Certified Class of Owner-Operators, Appellants, v.
Comerica Bank, Appellee, No. 09-3463 (6th Cir.).  A copy of the
Court's March 3, 2011 opinion is available at http://is.gd/AV5iNT
from Leagle.com.

OOIDA et al. are represented by:

          Joyce E. Mayers, Esq.
          THE CULLEN LAW FIRM, PLLC
          1101 30th Street, N.W. Suite 300
          Washington DC 20007
          Telephone: 202-944-8600
          Facsimile: 202-944-8611
          E-mail: jem@cullenlaw.com

Comerica Bank is represented by:

          Alycia N. Broz, Esq.
          VORYS, SATER, SEYMOUR AND PEASE LLP
          52 East Gay Street
          Columbus, OH 43215
          Telephone: 614-464-5481
          Facsimile: 614-719-4810
          E-mail: anbroz@vorys.com

Headquartered in Hilliard, Ohio, Arctic Express Inc., is one of
America's largest refrigerated transportation services.  Arctic
Express and D&A Associates, Ltd., filed for chapter 11 protection
on Oct. 31, 2003 (Bankr. S.D. Ohio Case No. 03-66797).  Nicholas
A. Franke, Esq., and Lisa A. Epps, Esq., at Spencer Fane Britt &
Browne LLP and Guy R. Humphrey, Esq., at Chester, Willcox & Saxbe
LLP, represented the Debtors in their restructuring effort.  The
Bankruptcy Court confirmed the Third Amended Plan of
Reorganization filed by Arctic Express and its debtor-affiliate on
Sept. 9, 2004.


ARLINGTON HOSPITALITY: DIP Lender Not Entitled to Additional Fees
-----------------------------------------------------------------
This is a bankruptcy case with a complicated factual and
procedural background, but one that boils down to a simple
question: who breached the parties' postpetition financing
agreement?  Arlington Hospitality, Inc., and its subsidiaries,
operators of the AmeriHost hotel chain, filed for Chapter 11
bankruptcy in August 2005.  Arlington needed funds to meet its
obligations during the pendency of the bankruptcy proceeding, and
to that end, entered into a postpetition financing agreement on
the eve of the bankruptcy filing with Arlington LF, LLC, a single-
purpose entity that had been created for that purpose.  LF lent
Arlington $3.53 million under the agreement, but shortly
thereafter, relations between the parties soured.  LF began to
have misgivings about its role as a post-petition lender and
signaled that it did not wish to make further loans, while
Arlington did not pay certain fees associated with the loan.
Shortly thereafter, Arlington's assets were successfully sold in
the bankruptcy proceeding, and Arlington repaid LF the full
$3.53 million it had borrowed, with interest.  LF, believing it
was still owed the additional fees Arlington had not paid, filed a
motion in the bankruptcy court to recover them, along with
additional default interest.  Arlington, believing it had met all
of its obligations and owed nothing more to LF, opposed the
request.  The bankruptcy court held a trial on the matter and
ruled in Arlington's favor, concluding that LF had breached the
agreement.  The district court reversed and remanded, and the
bankruptcy court ruled for LF on the second ground.  The district
court again reversed, this time on a different basis, with
instructions to the bankruptcy court to rule in Arlington's favor.
LF appeals to the Seventh Circuit.  A three-man panel consisting
of Circuit Judges William Joseph Bauer, Diane Wood, and Ann Claire
Williams, concluded that LF repudiated the parties' agreement, and
is not entitled to any additional fees or costs.  The Seventh
Circuit affirmed the District Court's ruling.

Judge Williams, who penned the opinion, held that the finding that
LF committed an anticipatory repudiation of the parties' lending
agreement was not clearly erroneous.  While Arlington did fail to
pay fees that were due immediately per the parties' agreement, by
the time LF properly informed Arlington of the potential breach by
using the notice procedures in the Interim Order approving DIP
financing, LF had already breached the agreement.  Having walked
away from the agreement before Arlington's breach ever became
effective, LF cannot now invoke the Interim Order to obtain the
additional fees and interests it seeks.

The appellate case is Arlington LF, LLC, Appellant, v. Arlington
Hospitality, Inc., et al., Appellees, No. 09-3560 (7th Cir.).  A
copy of the Seventh Circuit's March 3, 2011 decision is available
at http://is.gd/Tu0K81from Leagle.com.

                           *     *     *

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
based on the ruling, when a lender repudiated an agreement to
finance a Chapter 11 case, the bankrupt company wasn't liable to
pay fees owing to the lender.

Basing on Illinois law, the appeals court ruled that the lender
was not entitled to payment of funding fees and default interest.

The case Arlington LF LLC v. Arlington Hospitality Inc., 09-3560,
7th U.S. Circuit Court of Appeals (Chicago), involves the owner of
a real estate project in Chapter 11, which received an $11 million
DIP loan commitment to finance the reorganization from a pre-
bankruptcy lender, which was also a potential purchaser.  The loan
agreement required the bankrupt company to pay the lender more
than $300,000 in commitment and funding fees.  The lender decided
against buying and providing financing.

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates developed and
constructed limited service hotels and owned, operated, managed
and sold those hotels.  The Company operated 15 AmeriHost Inn
Hotels under leases from PMC Commercial Trust.  Arlington
Hospitality, Inc., serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885),
represented by Catherine L. Steege, Esq., at Jenner & Block LLP.
Chanin Capital LLC served as the company's investment banker.
David W. Wirt, Esq., at Winston &Strawn, represented the Official
Committee of Unsecured Creditors.  As of March 31, 2005, Arlington
Hospitality reported $99 million in total assets and $94 million
in total debts.  The Debtors proposed a Joint Plan of Orderly
Liquidation in August 2007.


B GREEN: Roserberg Rich Raises Going Concern Doubt
--------------------------------------------------
B Green Innovations, Inc., filed on March 4, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Rosenberg, Rich, Baker, Berman and Company, in Somerset, New
Jersey, expressed substantial doubt about B Green Innovations'
ability to continue as a going concern.  The independent auditors
noted that the Company had negative cash flow from operations from
date of inception, and recurring net losses.

The Company reported a net income of $987,631 on $177,198 of sales
for 2010, compared with a net loss of $2.08 million on $108,120 of
sales for 2009.

The Company's balance sheet as of Dec. 31, 2010, showed
$1.33 million in total assets, $1.18 million in total liabilities,
all current, and stockholders' equity of $143,788.

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

               http://researcharchives.com/t/s?747c

                     About B Green Innovations

Matawan, N.J.-based B Green Innovations, Inc. (OTC BB: BGNN)
-- http://www.bgreeninnovations.com/-- is dedicated to
becoming a "green" technology company, focused on acquiring and
identifying promising technologies that address environmental
issues.  The first technology will be used to create new products
from recycled tire rubber.


BANK OF FLORIDA: Posts $627,000 Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Bank of Florida Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $627,000 for the three months ended
Sept. 30, 2010, compared with a net loss of $78.1 million for
the same period of 2009.

The Company's balance sheet at Sept. 30, 2010, showed $4.4 million
in total assets, $424,000 in total liabilities, and stockholders'
equity of $4.0 million.

On May 28, 2010, the Company's three bank subsidiaries were closed
by the Florida Office of Financial Regulation and placed into
receivership with the Federal Deposit Insurance Corporation.  The
Company's only remaining operations, the Florida Trust Company,
cannot be expected to provide significant revenues or profits
relative to the potential of the Company's prior operations
Although the Company is presently continuing to operate the Trust
Company it is also currently evaluating its options relative to
the Trust Company, which include continuing to operate it, selling
it, merging it into another financial and any other reasonable,
viable strategic transaction.  If the Company ultimately elects an
option other than continuing to operate the Trust Company, it is
the Company's intent to wind down its operations following
divestiture of the Trust Company.

"If we do elect to divest of the Trust Company, or if we are not
successful in continuing its operations in a profitable manger, we
may not be able to continue as a going concern. In which case,
share of our common stock will have no value," the Company said in
the filing.

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

               http://researcharchives.com/t/s?7470

                About Bank of Florida Corporation

Naples, Fla.-based Bank of Florida Corporation was incorporated in
Florida in September 1998.  On May 28, 2010, each of the Company's
three subsidiary banks (Bank of Florida - Southwest, Bank of
Florida - Southeast and Bank of Florida - Tampa Bay) was closed by
the Florida Office of Financial Regulation and placed into
receivership with the Federal Deposit Insurance Corporation
("FDIC").  Since then, the Company's only remaining operations are
the Florida Trust Company.


BANNING LEWIS: Wants Plan Exclusivity Until May 31
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
Banning Lewis Ranch for the first time is requesting an extension
of the exclusive right to propose a Chapter 11 plan.  If granted
by the bankruptcy court in Delaware at an April 25 hearing, the
new deadline would be May 31.

The report relates that Banning Lewis says it intends to file a
plan by the end of May.  Between now and then, it hopes to
identify a purchaser.  So far, 30 potential buyers signed
confidentiality agreements to gain access to the so-called data
room, Banning Lewis said.

                      About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2010 (Bankr. D. Del. Case No.
10-13445).  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BEARINGPOINT INC: Wants $47 Million Contract Suit Stayed for Now
----------------------------------------------------------------
Bankruptcy Law360 reports that BearingPoint Inc. is seeking to
stay a suit against the U.S. Department of the Interior over a
canceled contract and the DOI's attempted recovery of $47 million
in re-procurement costs, saying an earlier suit and the Company's
bankruptcy case should take precedence.

BearingPoint filed a motion to stay on March 3, 2011, in the U.S.
Court of Federal Claims, according to Law360.

                        About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on Feb. 18, 2009.  BearingPoint disclosed total assets
of $1.655 billion and debts of $2.201 billion as of Dec. 31, 2008.

The Debtors' legal advisor was Weil, Gotshal & Manges, LLP.  Their
restructuring advisor was AlixPartners LLP, and their financial
advisor and investment banker was Greenhill & Co., LLC.  Jeffrey
S. Sabin, Esq., at Bingham McCutchen LLP represented the
Creditors' Committee.  Garden City Group served as claims and
notice agent.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

On Dec. 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan.  On
Dec. 31, 2009, a Notice of Effective Date of the Plan was filed
with the Bankruptcy Court.  John DeGroote was appointed as
liquidating trustee under the Plan.  The liquidating trustee is
represented by Katherine Dobson, Esq., at Bingham McCutchen, in
Hartford, Connecticut.  The trustee also has retained McKool Smith
P.C. and Whiteford, Taylor & Preston L.L.P. to pursue claims
against former company officers.

Attorneys for John DeGroote can be reached at:

          BINGHAM McCUTCHEN LLP
          Jeffrey S. Sabin, Esq.
          399 Park Avenue
          New York, NY 10022
          Telephone: (212) 705-7000
          Facsimile: (212) 702-3668
          E-mail: jeffrey.sabin@bingham.com

          Sabin Willett, Esq.
          One Federal Street
          Boston, MA 02110
          Telephone: (617) 951-8000
          Facsimile: (617) 345 - 5033
          E-mail: sabin.willett@bingham.com

               - and -

          MCKOOL SMITH P.C.
          Peter S. Goodman, Esq.
          One Bryant Park, 47th Floor
          New York, NY 10036
          Telephone: (212) 402-9400
          Facsimile: (212) 402-9444
          E-mail: pgoodman@mckoolsmith.com

          Lew LeClair, Esq.
          Robert Manley, Esq.
          300 Crescent Court, Suite 1500
          Dallas, TX 75201
          Telephone: (214) 978-4000
          Facsimile: (214) 978-4044
          E-mail: lleclair@mckoolsmith.com
                  rmanley@mckoolsmith.com

          Basil A. Umari
          600 Travis, Suite 7000
          Houston, TX 77002
          Telephone: (713) 485-7300
          Facsimile: (713) 485-7344
          E-mail: bumari@mckoolsmith.com


BEAZER HOMES: CEO McCarthy Resolves SEC Clawback Claims
-------------------------------------------------------
Beazer Homes USA, Inc.'s President and Chief Executive Officer,
Ian J. McCarthy has reached a resolution with the United States
Securities and Exchange Commission of the previously disclosed
claim under Section 304 of the Sarbanes-Oxley Act.  Under Section
304, where a public company corrects errors in its financial
statements resulting from misconduct, the SEC can clawback for the
company incentive cash and equity based compensation and stock
profits earned by the company's CEO, even if he did not engage in
the misconduct.  In resolving the claim against Mr. McCarthy, the
SEC did not personally charge him with engaging in the underlying
misconduct or allege that he otherwise violated the federal
securities laws.  Under the terms of the settlement, Beazer will
receive approximately $6.5 million in cash plus certain vested and
unvested shares of Beazer stock.

In May of 2008, Beazer restated its financial statements covering
fiscal years 2002-2007.  As previously disclosed, in 2008 and 2009
the company resolved the federal and state governmental
investigations into misconduct involving these financial
statements.

                        About Beazer Homes

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

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

                          *     *     *

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

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

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

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


BETTER EXISTENCE: BEHIV Files For Chapter 7 Bankruptcy Protection
-----------------------------------------------------------------
Joseph Erbentraut at the Windy City Times reports that Better
Existence With HIV, a Chicago HIV/AIDS service organization has
filed for Chapter 7 bankruptcy protection.  A meeting of creditors
scheduled for March 21, 2011.  BEHIV will be represented by David
P. Leibowitz of the Lakelaw Law Center in the forthcoming
proceedings.

The Windy City Times notes BEHIV said it would be closing its
doors and transferring its housing and case management clients to
other service agencies.  The announcement came less than a month
after the abrupt announcement that its executive director Eric
Nelson had resigned.  They cited reduced individual giving during
the previous two years and a changing funding relationship with
the AIDS Foundation of Chicago-namely a "pending decision" on the
part of AFC to suspend its funding of agencies, like BEHIV, who
lack an on-site medical clinic.

Mr. Erbentraut reportys that BEHIV's most recent federal tax
return says the organization faced outstanding debts including a
$133,615 line of credit.  The return further indicates the
organization's net assets had shrunk from $81,431 to $17,492 over
the course of that year.


BERNARD L MADOFF: SEC Launches Probe of Ex-Top Atty.'s Madoff Ties
------------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Securities and Exchange
Commission reportedly initiated an investigation into former SEC
general counsel David Becker, who is also facing a clawback suit
from the Bernard L. Madoff bankruptcy trustee.

Law360, citing a Wall Street Journal report on Friday, says SEC
Chairwoman Mary Schapiro requested an inspector general review of
Mr. Becker's involvement with the Madoff bankruptcy and any
possible conflicts of interest.

                       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.


BI-LO LLC: Not Liable for Friarsgate CAM Charges
------------------------------------------------
Friarsgate Investment Group, LLC, contends that, pursuant to the
lease between the parties, BI-LO, LLC, owes Friarsgate for Common
Area Maintenance fees at the Friarsgate Plaza Shopping Center, in
Irmo, South Carolina, where BI-LO store # 526 is located.  BI-LO
and its affiliates object, asserting that Friarsgate's Motion is
not timely and disputing the amount of the CAM charges.

Bankruptcy Judge Helen E. Burris held that Friarsgate's Motion is
not time barred, however, the disputed charges do not constitute
CAM fees, as defined by the Lease; thus, they are the
responsibility of Friarsgate.  A copy of the Court's March 2, 2011
order is available at http://is.gd/1889eHfrom Leagle.com.

                          About BI-LO LLC

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee, and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, served as bankruptcy counsel.
Kurtzman Carson Consultants LLC served as notice and claims agent.
BI-LO estimated between $100 million and $500 million each in
assets and debts.

BI-LO's Plan of Reorganization was confirmed by the Bankruptcy
Court on April 29, 2010.  Lone Star Funds made a $150 million
equity investment in BI-LO and remains majority owner.  On May 12,
2010, BI-LO emerged from bankruptcy.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on BI-LO LLC.  At the same time, S&P assigned a 'B'
issue-level rating and '4' recovery rating to the Company's
proposed $285 million senior secured notes.  The '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
of principal in the event of default.  The Company intends to use
the proceeds of the note issuance to pay off its term loan, fund a
dividend the equity sponsors, and pay fees associated with the
transaction.

The TCR also reported that Moody's Investors Service downgraded
BI-LO's Corporate Family and Probability of Default ratings to B2
from B1.  A B2 rating was assigned to the company's proposed $285
million senior secured notes due 2019.  The rating outlook is
stable.


BNA SUBSIDIARIES: Confirmation Hearing Set for Mar. 22, 2011
------------------------------------------------------------
BNA Subsidiaries, LLC, sought and obtained approval of a
disclosure statement explaining its proposed chapter 11 plan of
reorganization and obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to send the plan to creditors
for a vote.  The Bankruptcy Court has scheduled a confirmation
hearing for 2:00 p.m. on Mar. 22, 2011, in Wilmington, Del.
Confirmation objections must be filed and served by March 15,
2011.  Ballots must be received by Logan & Company, Inc., by
March 11, 2011.

As previously reported in the Troubled Company Reporter,
netDockets relates that the Debtor's pro forma financial
projections show that BNA Subsidiaries will emerge from bankruptcy
under the plan orchestrated by its parent with liabilities that
exceed the value of its assets by over 65%.  NetDockets relates
that the plan provides the opportunity for someone other than BNA
to acquire control of BNA Subsidiaries pursuant to a competitive
sale process.  That result seems unlikely at this juncture.

                             About BNA

Bureau of National Affairs is an independent publisher of
information and analysis products for professionals in business
and government.  Petersborough, New Hampshire-based BNA
Subsidiaries, LLC -- aka G-2 Reports, et al. -- was formed on
Jan. 1, 2009, through the merger of Kennedy Information, Inc.,
which was acquired by BNA in 2000, and the Institute of Management
and Administration, Inc. (or IOMA), which was acquired in 1997.

BNA Subsidiaries filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 10-13087) on Sept. 23, 2010.  Marion M.
Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$10 million.


BW PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: BW Property, LLC
        7650 E. Redfield Road, Suite D-7
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-05534

Chapter 11 Petition Date: March 4, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Paul Sala, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: psala@asbazlaw.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Michael E. Walla, vice president of
Matrixx Management, LLC, manager.


C-BASS: Judge Gropper Approves Disclosure Statement
---------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
Judge Allan L. Gropper of U.S. Bankruptcy Court in Manhattan said
creditors can now vote on the Chapter 11 liquidation plan of C-
Bass fka Credit-Based Asset Servicing and Securitization LLC.

In approving the explanatory disclosure statement, Judge Gropper
kept the Company on pace to have its plan approved by the court on
April 11.  "I think it was a fine, fine job," Dow Jones quotes
Judge Gropper telling C-Bass lawyer Peter S. Partee Sr. of Hunton
& Williams LLP.

According to the report, C-Bass last month filed a proposal with
details about how it will liquidate itself, four months after it
filed its long-awaited bankruptcy.  Senior lenders led by J.P.
Morgan Chase & Co., owed nearly $2 billion before C-Bass filed for
bankruptcy, will divvy among them about $196 million.  Unsecured
creditors and others lower on the totem pole would at best earn
back pennies on the dollar if C-Bass is able to scrounge up more
money that would be placed in a liquidation trust.  But those
creditors would have to vote to accept the plan in order to get
any recovery.

The senior lenders allowed C-Bass to use $8.2 million of their
money to fund C-Bass through bankruptcy, in exchange for broad
releases against lawsuits for those lenders.

A full-text copy of the disclosure statement, as amended, is
available for free at http://ResearchArchives.com/t/s?7479

A full-text copy of the Chapter 11 plan, as amended, is available
for free at http://ResearchArchives.com/t/s?747a

                About Credit-Based Asset Servicing

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

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

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

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

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


CAPITOL BANCORP: Restates Financials for $11.7-Mil. Loan Losses
---------------------------------------------------------------
The unaudited condensed consolidated financial statements of
Capitol Bancorp Limited as of and for the three months and nine
months ended Sept. 30, 2010 have been revised to reflect an
additional provision for loan losses of $11.7 million which was
previously recorded in the 4th quarter, resulting from Michigan
Commerce Bank's amended regulatory financial statements as of and
for the period ended Sept. 30, 2010 filed on Feb. 22, 2011.
Michigan Commerce Bank is a significant subsidiary of Capitol.
The allowance for loan losses requires significant judgment, is an
estimate and is one of Capitol's critical accounting policies.

Michigan Commerce Bank's amendment of its regulatory financial
statements as of and for the period ended Sept. 30, 2010 to
increase its allowance for loan losses and related provision for
loan losses, resulted from a recently-completed joint examination
of the bank by the Federal Deposit Insurance Corporation and the
Office of Financial and Insurance Regulation of the State of
Michigan.  Such examination commenced in September 2010.  The
bank's decision to amend its interim financial statements was
based on discussion with those regulatory agencies regarding
expectations that certain examination findings, including a change
in estimate regarding the bank's allowance for loan losses as of
Sept. 30, 2010, would require such amendment; however, the bank
has not yet received the related examination report.  The bank's
methodology for determination of its allowance for loan losses was
reviewed and deemed acceptable by an independent third party.
The election to restate third quarter does not alter previously
released fourth quarter results filed by the bank as the
adjustment reflects a change in the timing of the provision, not
an adjustment in the amount.

                  About Capitol Bancorp Limited

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

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

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

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

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


CARBON BEACH: Hearing on Amended Chapter 11 Plan Set for Thursday
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the stipulation entered among Carbon Beach Partners,
LLC, its primary secured creditor, Builders Bank, and receiver
Robb Evans & Associates, LLC, regarding hearing dates and
scheduling deadlines related thereto.

The stipulation states that:

a. the hearings on the Debtor's Amended Chapter 11 Plan of
    Reorganization, the Debtor's notice of motion and motion to
    (a) bifurcate confirmation hearing and (b) determine current
    value on property with supporting declarations, the Debtor's
    notice of motion and motion for order authorizing Debtor in
    possession to incur postpetition financing in conjunction
    with confirmation of Plan of Reorganization, the receiver's
    notice of motion and motion for approval of administrative
    claim of Robb Evans & Associates, LLC, prepetition state
    court receiver and its professionals, and the Bank's notice
    of motion and motion by plaintiff and counter-defendant
    Builders Bank to dismiss the first-fourth claims of the
    second amended counter-claim for failure to state a claim are
    continued for approximately four weeks, to March 10, 2011, at
    9:00 a.m.;

b. discovery with respect to the valuation motion will be
    completed by no later than the end of the second week of
    February 2011;

c. any responsive pleadings with supporting evidence and
    declarations with respect to the valuation motion, the
    administrative claim motion, and the dismissal motion will be
    filed 14 days before the date of the continued hearings;

d. any replies with supporting evidence and declarations with
    respect to the valuation motion, the administrative claim
    motion, and the dismissal motion will be filed seven days
    before the date of the continued hearings; and

e. a status conference on the borrowing motion and the Debtor's
    Amended Chapter 11 Plan of Reorganization will be held on
    the date of the continued hearings on March 10, 2011, at
    9:00 a.m. to establish further deadlines with respect to
    discovery schedules, briefing schedules, and the Bank's
    opportunity to vote on the Amend Chapter 11 Plan of
    Reorganization and make an election.

                    The Plan of Reorganization

According to the Disclosure Statement, as amended, the Plan
provides that the Debtor will emerge from Chapter 11 as a
reorganized entity and will complete construction of its primary
asset (an 8-unit, luxury condominium complex consisting of
approximately 41,000 square feet, in Malibu, California),
liquidate said asset and distribute the proceeds of said
liquidation to creditors in their order of priority.  Payments
under the Plan will be made from the Reorganized Debtor's cash on
hand from post-bankruptcy financing and from cash to be generated
by the sale of the condominiums which will be completed and
liquidated by the Reorganized Debtor.

Upon the Effective Date, Active Mortgage Corp., the new lender,
will make a loan to the Debtor in the amount of approximately
$2.7 million (the Finishing Loan).  The Reorganized Debtor will
pay loan points of 3% to the new lender, and the loan will bear
interest at 12% interest per annum, with the balance due and
payable on the 18 month anniversary of the Effective Date.

Active Mortgage Corp. is owned in part by certain relatives of the
president of the manager of the Debtor.  The repayment of the
Finishing Loan will be secured by a first priority deed of trust
on all the assets of the Reorganized Debtor from and after the
Effective Date.  The terms of the Finishing Loan are similar to
the loans that the receiver tried to put in place on the property
when the Bank failed to fund the Receiver and the completion of
the property.

Under the Plan, the claim of County of Los Angeles will be paid in
full.

Other secured claims will accrue interest at the rate of 5% per
annum.  The holders of the other secured claims will be paid the
amount of allowed secured claim from the proceeds of the
liquidation of the property by the Reorganized Debtor.

Holders of priority unsecured claims, if any, will be paid in full
in four quarterly installments beginning at the conclusion of the
first full quarter after the Effective Date.  The claims will earn
interest at 5% until paid in full.

Holders of general unsecured claims will receive their pro rata
share of any liquidation proceeds based upon the amount of an
allowed claim after payment of all other creditor claims as said
proceeds become available.  Holders of the claims will receive
their pro rata share of quarterly payments based upon the
Reorganized Debtor's actual sales and revenue.

All holders of equity interests in the Debtor will retain their
interests in the Reorganized Debtor.  There will be no
distributions to holders of equity interests in the Reorganized
Debtor until the time as claim holders have been paid in full.

The Debtor is represented by:

     Anne Wells, Esq.
     2463 Ashland Ave.
     Santa Monica, CA 90405
     Tel: (310) 450-6857
     Fax: (310) 450-9106
     E-mail: wellsanne@earthlink.net

     Cynthia Futter, Esq.
     FUTTER-WELLS PC
     2463 Ashland Ave.
     Santa Monica, CA 90405
     Tel: (310) 450-6857
     Fax: (888) 907-0006
     E-mail: cfutter@futterwells.com

Builders Bank is represented by:

     Bernard R. Given II, Esq.
     FRANDZEL ROBINS BLOOM & CSATO, L.C.
     6500 Wilshire Boulevard, Seventeenth Floor
     Los Angeles, California 90048-4920
     Tel: (323) 852-1000
     Fax: (323) 651-2577
     E-mail: bgiven@frandzel.com

                 About Carbon Beach Partners, LLC

Calabasas, California-based Carbon Beach Partners, LLC, owns an 8
unit, luxury condominium complex consisting of approximately
41,000 square feet, in Malibu, California.  The Company filed for
Chapter 11 protection on Nov. 3, 2009 (Bankr. C.D. Calif. Case No.
09-24657).  The Company disclosed $21,000,004 in assets and
$17,463,557 in liabilities as of the Chapter 11 filing.  Robb
Evans & Associates, LLC, is the appointed receiver in the Debtor's
case.


CATALYST PAPER: Posts C$398.2 Million Net Loss in 2010
------------------------------------------------------
Catalyst Paper Corporation filed on March 3, 2011, its annual
report on Form 40-F for the fiscal year ended Dec. 31, 2010.

The Company reported a net loss of C$398.2 million on
C$1.229 billion of sales for 2010, compared with a net loss of
C$5.6 million on C$1.224 billion of sales for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
C$1.696 billion in total assets, C$1.293 billion in total
liabilities, and stockholders' equity of C$403.4 million.

A full-text copy of the Form 40-F is available for free at:

               http://researcharchives.com/t/s?7471

A full-text copy of the audited financial statements are available
for free at http://researcharchives.com/t/s?7472

A full-text copy of the Management's Discussion and Analysis is
available for free at http://researcharchives.com/t/s?7473

                       About Catalyst Paper

Headquartered in Richmond, British Columbia, Canada, Catalyst
Paper Corporation (TSX: CTL) -- http://www.catalystpaper.com/--
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 four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tonnes.

                          *     *     *

Catalyst Paper carries Moody's Investors Service's Caa1 Corporate
Family Rating.  Outlook is Negative.  The Company also carries
Standard & Poor's Ratings Services' 'CCC+' long-term corporate
credit rating.  Outlook is Stable.


CATHAY GENERAL: Fitch Affirms Issuer Default Rating at 'BB'
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
Cathay General Bancorp and its bank subsidiary, Cathay Bank at
'BB'.  The Rating Outlook has been revised to Stable from
Negative.

The ratings affirmation reflects CATY's strong capital position
relative to the rating, improving asset quality metrics and an
expectation of sustained profitability.  Fitch's affirmation also
considers the company's concentration in commercial real estate
portfolio (58% of loans).  While Fitch believes CATY is still
vulnerable to further losses in the portfolio given continued
economic stress within its footprint, improved asset quality
metrics and an adequate capital and reserve base mitigate these
concerns.

Fitch's Outlook revision to Stable reflects improving asset
quality trends.  CATY's credit costs have been declining, as
inflows of non-performing loans and early stage delinquencies have
been trending down.  If these trends continue, CATY's
profitability should commensurately improve.  The outlook also
considers the company's relatively strong capital position, which
is considered prudent and necessary given CATY's credit
concentration and its current credit issues.

Although CATY's ratings are somewhat constrained by the company's
substantial concentration in CRE, the company's ratings could move
higher should positive credit trends continue and the company's
profitability strengthens, while maintaining a sound capital and
reserve base.  Conversely, problem assets remain at stubbornly
high levels despite improvements in other asset quality metrics,
making CATY susceptible to further losses given the economic
weakness in its primary markets in California.  A reversal of the
recent positive credit trends and the escalation of credit losses
would negatively impact CATY's ratings.

CATY is a $10.8 billion bank holding company headquartered in Los
Angeles, CA and focuses on the Asian banking market in its
geographic footprint.  CATY has expanded in the Asian-American
communities across the country with a presence in New York,
Chicago, Massachusetts, New Jersey, Texas, and Washington State.

Fitch has affirmed these ratings with a Stable Outlook:

Cathay General Bancorp

  -- Long-term Issuer Default Rating at 'BB';
  -- Short-Term IDR at 'B';
  -- Preferred stock at B;
  -- Individual at 'C/D';
  -- Support rating at '5';
  -- Support floor at 'NF'.

Cathay Bank

  -- Long-term IDR at 'BB';
  -- Long-term deposits at 'BB+';
  -- Short-term IDR at 'B';
  -- Short-term deposits at 'B';
  -- Individual at 'C/D';
  -- Support rating at '5';
  -- Support floor at 'NF'.


CHINA TEL GROUP: RBSM LLP Resigns as Independent Accountant
-----------------------------------------------------------
On Feb. 25, 2011, RBSM, LLP resigned as the independent registered
public accounting firm of China Tel Group, Inc.  RBSM was engaged
on June 28, 2010, as the Company's independent registered public
accounting firm.  RBSM did not issue any audit report on the
Company's financial statements for each of the two most recent
fiscal years.

Effective Feb. 28, 2011, by unanimous written consent of the
Company's Board of Directors, the Company accepted RBSM's
resignation.

During the period beginning on June 28, 2010 through Feb. 25,
2011, the Company has not had any disagreements with RBSM on any
matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedure, which disagreements,
if not resolved to RBSM's satisfaction, would have caused them to
make reference thereto in their reports on the Company's
consolidated financial statements for such periods.

The Company discloses that RBSM had notified that the terms of the
Subscription and Shareholders' Agreement, dated Feb. 16, 2009,
among (i) Trussnet Capital Partners (HK), Ltd., (ii) Thrive
Century International Limited, (iii) Newtop Holdings Limited, (iv)
ChinaComm Limited, (v) Qui Ping, (vi) Yuan Yi, (vii) CECT
Chinacomm Co. Ltd., and (viii) CECT Chinacomm Shanghai Co. Ltd.,
was not adequately disclosed in the Company's prior filings under
the Securities and Exchange Act of 1934.  Members of the Company's
Board of Directors discussed this subject with RBSM and authorized
RBSM to respond to inquiries by the Company's successor accounting
firm regarding this subject.  Full-text copies of the Agreement
and the Addendum thereto are available for free at:

               http://ResearchArchives.com/t/s?746b
               http://ResearchArchives.com/t/s?746c

The Company is in the process of interviewing qualified public
accounting firms to retain as its independent registered public
accounting firm.

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at June 30, 2010, showed $8.9 million
in total assets, $26.2 million in total liabilities, and a
stockholders' deficit of $17.3 million.

Mendoza Berger & Company, LLP, in Irvine, 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 a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.


CIRCLE ENTERTAINMENT: Merlin to Bring 3 Attractions to Orlando
--------------------------------------------------------------
Global visitor attraction operator Merlin Entertainments
confirmed that it is working with entertainment company Circle
Entertainment, Inc. and developer Unicorp, to bring at least three
of its best known global attraction brands to Orlando including
Madame Tussauds and the Orlando 'Eye' - a sensational 425 ft high
wheel!  Talks are well advanced, and if agreed, the attractions
will form a key part of Circle and Unicorp's exciting plans for I-
Walk Orlando - a new high quality development of retail,
restaurant and bars and entertainment facilities scheduled to open
in 2013 in the centre of International Drive at the old Mercado
location.

Commenting Paul Kanavos, President of Circle Entertainment, said
"I-Walk Orlando will be a very exciting addition to International
Drive, providing a unique mix of leisure and retail activities.
When we were looking for a partner, Merlin was the obvious place
to start and we welcome them to I-Walk.  Merlin has a unique
portfolio of indoor visitor attractions all with global
reputations; but most importantly they are the owners and
operators of the world famous London Eye observation wheel in the
UK.  They are also the second largest attraction operator in the
world and are expanding very rapidly here in the USA.  Circle
Entertainment is committed to building and owning the Orlando Eye
at I-Walk Orlando and is seeking other preeminent domestic and
international locations for its Observation Wheels under its
exclusive worldwide license agreement with US Thrill Rides and
Bill Kitchen, its founder."

Unicorp President Chuck Whittall is excited about the project and
his development joint venture with Circle Entertainment.  "We are
so pleased to undertake this extraordinary new development
opportunity that will re-shape the landscape of International
Drive.  We waited patiently for four years to create the ideal
retail and entertainment destination.  This is it and will be a
world wide destination.  I-Walk Orlando has secured all necessary
zoning and entitlements."

Commenting Merlin Entertainments' CEO Nick Varney said "I-Walk
Orlando is destined to be a 'must visit' destination for Orlando's
millions of visitors.  With this project we believe Merlin,
Unicorp and Circle Entertainment will be bringing an exceptional
group of new attractions to what is undoubtedly the best and most
exciting location for family entertainment any where in the world.
More than that, in October we are opening LEGOLAND Florida in
Winter Haven, our second LEGOLAND theme park in the USA and fifth
in the world underlining the importance of North America, and
Florida in particular, as key development areas for Merlin."

                     About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company's balance sheet at Sept. 30, 2010, showed
$142.3 million in total assets, $525.3 million in total
liabilities, and a stockholders' deficit of $383.0 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.


CICSCO INC.: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CICSCO, Inc.
        aka Colorado Industrial
        9000 E Nichols Ave
        Centennial, CO 80112-3475

Bankruptcy Case No.: 11-14311

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $1,984,130

Scheduled Debts: $1,781,165

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-14311.pdf

The petition was signed by James R. Prall, president.


COTTLE FINANCIAL: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cottle Financial Services, Inc.
        dba Elmore County Finance
        P.O. Box 925
        Wetumpka, AL 36092

Bankruptcy Case No.: 11-30562

Chapter 11 Petition Date: March 4, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Scheduled Assets: $983,353

Scheduled Debts: $1,038,325

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb11-30562.pdf

The petition was signed by Fran C. Cottle.


CPW ACQUISITION: Court Won't Hear Dispute Over Fortress Fees
------------------------------------------------------------
CPW Acquisition Corp. objects to compensation and reimbursement of
expenses paid to Dewey & LeBouef, LLP and Arnold & Porter, LLP as
counsel to Fortress Credit Corp., and seeks remittance of those
fees to the estate.  CPW submits that $301,216 of the legal fees,
which have been paid out of proceeds from the sale of property in
London, England, are objectionable.

Fortress contends that the Bankruptcy Court lacks jurisdiction
over the proceeds from the sale of the London Property.

Chief Bankruptcy Judge Arthur J. Gonzalez held that when Fortress
filed a claim against the estate, it conferred "core" jurisdiction
on the Bankruptcy Court.  Nevertheless, Judge Gonzalez said, the
Bankruptcy Court also recognizes that in "certain international
disputes the prudent and just action for a federal court is to
abstain from the exercise of jurisdiction," citing In re Regus
Business Centre Corp., 301 B.R. at 128 (citing Turner
Entertainment Co. v. Degeto Film GmbH, 25 F.3d 1512, 1518 (11th
Cir. 1994)).  Judge Gonzalez concluded that the Bankruptcy Court
will exercise its discretion to abstain from deciding the
objections under the permissive abstention doctrine of 28 U.S.C.
Sec. 1334(c)(1). Therefore, CPW's Motion Objecting to Compensation
and Reimbursement of Expenses Paid to Dewey & Lebouef LLP and
Arnold & Porter LLP as Counsel to Fortress Credit Corp. is denied
without prejudice for the Debtor to bring an appropriate claim
consistent with the Court's opinion.

A copy of the Court's March 3, 2011 Opinion is available at
http://is.gd/5rr8flfrom Leagle.com.

Attorneys for CPW Acquisition Corp. are:

          Sanford P. Rosen, Esq.
          Jeffrey S. Davis, Esq.
          ROSEN & ASSOCIATES, P.C.
          747 Third Avenue
          New York, NY 10017-2803
          Telephone: (212) 223-1100
          Facsimile: (212) 223-1102
          E-mail: srosen@rosenpc.com
                  jdavis@rosenpc.com

Counsel for Fortress Credit Corp. is:

          Lisa Hill Fenning, Esq.
          ARNOLD & PORTER LLP.
          44th Floor
          777 South Figueroa Street
          Los Angeles, CA 90017-5844
          Telephone: 213-243-4019
          Facsimile: 213-243-4199
          E-mail: Lisa.Fenning@aporter.com

CPW Acquisition Corp. and its affiliate, Robert Lane Estates, Inc.
each commenced a voluntary chapter 11 case (Bankr. S.D.N.Y. Case
Nos. 08-14623 and 08-14625) on Nov. 20, 2008, represented by
Sanford P. Rosen, Esq., and Jeffrey S. Davis, Esq., at Sanford P.
Rosen & Associates, P.C.  The Robert Lane case was dismissed by
Court order dated Nov. 24, 2009.  Robert Lane estimated $1 million
to  $10 million in both assets and debts as of the Chapter 11
filing.


CROSS LANES: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cross Lanes Hospitality, LLC
        420 Goff Mountain Road
        Cross Lanes, WV 25313

Bankruptcy Case No.: 11-20168

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: James W. Lane, Jr., Esq.
                  LAW OFFICES OF JIM LANE, JR.
                  205 Capitol St, Suite 400
                  P.O. Box 11806
                  Charleston, WV 25301
                  Tel: (304) 342-0081
                  Fax: (304) 343-3365
                  E-mail: jim.lane@jimlaneattorneyatlaw.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/wvsb11-20168.pdf

The petition was signed by Pinakin Thakor, corporate
representative.


CROWN HOLDINGS: Fitch Raises Default Rating to 'BB'; Outlook Pos.
-----------------------------------------------------------------
Fitch Ratings has upgraded the ratings for Crown Holdings, Inc.,
and its subsidiaries Crown Cork & Seal Company, Inc., Crown
Americas, LLC, and Crown European Holdings, SA, with a Positive
Outlook.

The ratings upgrade reflects the positive progress within Crown's
operating segments and financial profile which has led to
sustainable improvements in profitability and credit measures.

Fitch bases the Positive Outlook on expectations for solid growth
in revenue and cash generation during the next 18 months as a
result of announced capacity expansion projects.  Consequently,
Crown should continue to improve its credit profile as the company
further reduces leverage through cash flow growth.  Support for
Crown's ratings is due to the stable cash flows associated with
its contractual commitments and cost pass-through despite a
challenging economic global environment.  Cost-containment
measures and price increases have also led to continued
profitability improvements.

In 2011, Fitch expects solid volume demand will continue across
the majority of Crown's regions.  In particular, supply/demand
characteristics should remain tight in its emerging markets region
with the company indicating that the planned capacity expansion is
sold out.  Past capacity rationalizations and selective mix
realignments by the can industry in its mature markets also
provides pricing stability.

Consequently, Fitch anticipates moderate growth in the mid-single-
digit range for EBITDA in 2011 which should further strengthen
Crown's operational prospects.  This is based on expectations for
stable to increasing profitability levels.  Crown's geographical
diversification across both mature and emerging markets with a
diverse customer mix results in a balanced revenue stream that can
lend greater stability through economic cycles.

Crown's credit profile was strengthened through
repayment/refinancing transactions associated with its term loan
and nearer-term debt maturities during the past several quarters.
Crown's term loan facilities that mature on Nov. 15, 2012 totaled
$292 million at the end of 2010 compared with $744 million in
2009.  Fitch believes Crown has significant flexibility in
addressing its remaining maturities that are slightly in excess of
$400 million during the next two years.  Adjusted leverage
(including accounts receivable securitization and lease expense)
at the end of 2010 was approximately 3.2 times.

Crown's liquidity is very good and includes its sustainable free
cash flow generation, cash and availability under its revolving
facility and securitization programs.  Crown's $1.2 billion credit
facility matures in June 2015 with borrowings at the end of 2010
of $184 million.  FCF in 2010, following Fitch adjustments for
minority interests payments, totaled approximately $400 million.
In 2011, FCF will likely be approximately $100 million less due to
spending on success based capital projects.  Cash levels, which
were $463 million for 2010, are expected to decline moderately
over the longer term.

Crown also has two accounts receivable securitization programs:
a EUR120 million program maturing in November 2011 and a
$200 million North American program maturing in March 2013.  As of
Dec. 31, 2010, Crown had $208 million of securitized receivables.
Crown's debt agreements also give the company significant
flexibility and material capacity to issue additional debt.

As expected, Crown shifted its priorities for excess cash to
shareholder-friendly initiatives.  During the second half of 2010,
Crown entered into two accelerated share repurchase programs in
August and December for $250 million in total.  In addition, Crown
announced that its Board of Directors has authorized the
repurchase of up to $600 million of the company's common stock
through the end of 2012.  Minority interest dividends increased
substantially during the past several years to $112 million in
2010 as profitability increased across its emerging markets
region.  Fitch expects dividend payments to increase moderately
going forward as a result of the continue volume growth.

Credit risks include the increase in revenue exposure to more
volatile, higher-growth emerging markets, macro events outside the
control of the company, the asbestos liability, and pension
funding.  As multiple can operators rapidly expand capacity in
emerging market regions, the risk for over-capacity could occur.
However, Fitch believes the company has taken prudent steps
because of its local knowledge and experience to minimize that
occurrence.  In addition, Crown has significant flexibility to
address unexpected cash requirements on the business.

The Rating Outlook is currently Positive.  Fitch expects that a
ratings upgrade is possible based on these factors:

  -- Adjusted leverage continues to improve to the upper 2x
     range;

  -- Capacity expansion/demand ramp-up as expected in its
     emerging markets regions;

  -- Cash generation increases proportionately through volumes
     increases;

  -- Continuation of current financial policies and not pursuing
     permanently leveraging transactions.

Fitch has upgraded these ratings:

Crown:

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

CCS:

  -- IDR to 'BB' from 'BB-';
  -- Senior unsecured notes to 'BB-' from 'B+'.

CA:

  -- IDR to 'BB' from 'BB-';
  -- Senior unsecured notes to 'BB' from 'BB-''

CEH:

  -- IDR to 'BB' from 'BB-';
  -- Senior unsecured notes to 'BB' from 'BB-'.

In addition, Fitch has affirmed these ratings:

CA:

  -- Senior secured dollar term facility at 'BBB-';
  -- Senior secured dollar revolving facility at 'BBB-'.

CEH:

  -- Senior secured euro term facility at 'BBB-';
  -- Senior secured euro revolving facility at 'BBB-';
  -- Senior secured euro 1st priority notes at 'BBB-' .


DAIICHI SOLAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daiichi Solar World, LLC
        915 Hilby #26
        Seaside, CA 93955

Bankruptcy Case No.: 11-01020

Chapter 11 Petition Date: March 3, 2011

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

Debtor's Counsel: Timothy R. Fischer, Esq.
                  MURPHY BANTZ & BURY PS
                  818 W Riverside Ave Suite #631
                  Spokane, WA 99201
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466
                  E-mail: tfischer@mbandbps.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/waeb11-01020.pdf

The petition was signed by Galen Ishii, manager.


DAUERWALDEN, INC.: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DauerWalden, Inc.
        41500 Whitehouse Fork Road
        Bay Minette, AL 36507

Bankruptcy Case No.: 11-00835

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: William S. Shulman

Debtor's Counsel: Geraldine S. Lester, Esq.
                  LAW OFFICE OF DON A. MCGRIFF
                  101 N. Section Street
                  Fairhope, AL 36532
                  Tel: (251) 928-7074
                  E-mail: glester022@gmail.com

Estimated Assets: $500,001 to $1,000,000

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/alsb11-00835.pdf

The petition was signed by Thomas C. Swearingen, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beebe & Swearingen LLC                11-220              01/20/11


DAVE DUERSON: Filed for Bankruptcy in September
-----------------------------------------------
As widely reported, former Chicago Bears player Dave Duerson, who
killed himself late February, had filed for voluntary personal
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-____) last
September.

The Chicago Tribune reports that Mr. Duerson, in his bankruptcy
petition, had listed $34.6 million in assets and $14.7 million in
liabilities.  Accounting for nearly all of his assets was one
accounts receivable, or a payment owed to Mr. Duerson: a final
judgment entered against defendants in case of Duerson Foods LLC
vs. Ohio, and Dutch food interests stemming from a 2004 case in
Wisconsin.

His debts are mostly connected to his company, Duerson Foods LLC,
which was forced into receivership in 2006.

The Chicago Tribune discloses that in December, his ex-wife,
Alicia Duerson, had filed an adversary proceeding in the
bankruptcy.  Among other things, it said that Mr. Duerson still
owed her $70,000 and was trying to conceal certain assets,
including his two Super Bowl rings and a large bronze trophy for
being named the Walter Payton Man of the Year in 1987.


DELUXE CORPORATION: Moody's Assigns Ba2 Rating to $200 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Deluxe
Corporation's proposed $200 million senior unsecured notes, which
benefit from a pari passu guaranty from the company's material
subsidiaries.  Net proceeds from the new notes will be used to
tender the company's existing 5% senior unsecured notes due 2012
which carry no subsidiary guaranty.  Deluxe's Corporate Family
Rating and Probability of Default Rating remain unchanged, each at
Ba2.

The transaction improves the company's liquidity and financial
flexibility by extending its debt maturity profile and allowing
Deluxe to build up cash balances which may be used to fund tuck-in
acquisitions or investments in organic growth.  The refinancing of
non-guaranteed debt with guaranteed notes reduces the cushion
provided by lower priority, non-guaranteed instruments and shifts
the majority of the debt composition to guaranteed instruments
rated Ba2, in line with the CFR.  Accordingly, the senior
unsecured notes due 2015 were downgraded to Ba2 from Ba1.  Also as
a result of the change in capital mix, the non-guaranteed 2014
notes and any untendered 2012 notes are notched lower, resulting
in the downgrade to B1 from Ba3.

Deluxe has tendered for all of the approximately $280 million
of senior unsecured notes due 2012; to the extent more than
$200 million of the 2012 notes are tendered exhausting net
proceeds from the new note issuance, Deluxe expects to fund the
shortfall with advances from its unrated, $200 million revolver.
The outlook is revised to positive from stable.

This is a summary of the actions and Moody's ratings for Deluxe:

Unchanged:

Issuer: Deluxe Corporation

  -- Corporate Family Rating: Ba2, No Change
  -- Probability of Default Rating: Ba2, No Change

Assignment:

Issuer: Deluxe Corporation

  -- $200 million senior unsecured notes, Assigned Ba2, LGD3, 40%

Downgrades:

Issuer: Deluxe Corporation

  -- 7-3/8% senior unsecured notes, due 2015, Downgraded to Ba2,
     LGD3, 40% from Ba1, LGD2, 24%

  -- 5% senior unsecured notes, due 2012, Downgraded to B1, LGD5,
     86% from Ba3, LGD5, 73%

  -- 5-1/8% senior unsecured notes, due 2014, Downgraded to B1,
     LGD5, 86% from Ba3, LGD5, 73%

Outlook Actions:

Issuer: Deluxe Corporation

  -- Outlook, Changed to Positive from Stable

                        Ratings Rationale

Deluxe's Ba2 Corporate Family Rating reflects ongoing pressure on
the company's revenue base (consisting largely of printed
products) and operating margins, as well as execution risks
associated with the company's strategy to expand its small
business services segment.  While the company generates more than
$110 million in free cash flows annually, there are risks
associated with how it utilizes this cash as balances build up,
albeit mitigated by the 3.5x net debt-to-EBITDA limitation (as
defined and allowed for sizable acquisitions) under the credit
agreement of the unrated revolver maturing 2013 (note that more
recent indentures also have a 101% change of control put).
Moody's anticipates that Deluxe is likely to continue investing in
organic growth and acquisitions as management executes its
strategy of transitioning to a broader business model of providing
an array of services to small businesses and financial
institutions.  Over the long term, Moody's believe that Deluxe
should maintain a more conservative leverage profile than
comparably-rated issuers due to the declining outlook for its core
check businesses.  Over the near term, the improving economic
environment and stable EBITDA margins, as a result of the
announced $65 million target for additional expense reductions for
2011 on top of the recently completed $325 million cost reduction
program, mitigate some of the downward earnings pressure from
declining check usage.  The rating reflects Moody's expectation
that Deluxe will continue to maintain a good liquidity profile, as
demonstrated by the proposed refinancing of 2012 note maturities.
In addition, Moody's anticipate the company will sustain debt-to-
EBITDA leverage below 2.5x (incorporating Moody's standard
adjustments), providing Deluxe with capacity to absorb a moderate
earnings decline, increases in investment, or other uses of free
cash flow within this leverage level.

The outlook was revised to positive from stable reflecting Moody's
expectations that leverage will remain below 2.5x, liquidity will
remain strong and management will continue to apply excess cash to
reduce debt balances.  The outlook also accommodates the expected
ongoing 7-8% decline in check volumes offset by the company's
growing non-check related businesses.

Given the positive outlook, Moody's does not expect to downgrade
ratings; however, debt-to-EBITDA ratios exceeding 3.5x or free
cash flow-to-debt falling below 9% due to earnings deterioration
or a leveraging event would lead to a downgrade.  Consistent
revenue growth, stable to higher EBITDA margins, and debt
reduction that leads to greater flexibility to absorb a
significant customer loss or industry downturn while sustaining
debt-to-EBITDA below 2.25x and free cash flow-to-debt in excess of
13% could position the company for an upgrade.

Moody's last rating action for Deluxe was on March 29, 2010 when
Moody's modified Deluxe's instrument ratings to reflect the change
in guarantee support structure.

Deluxe'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 Deluxe's core industry and Deluxe's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services to its
customers.  The company has been diversifying from its legacy
printed-check business into a growing suite of business services,
including logo design, payroll, web design and hosting, business
networking and other web-based services to help small business
grow.  In the financial services industry, Deluxe sells check
programs and fraud prevention, customer loyalty and retention
programs to banks.  Deluxe also sells personalized checks,
accessories and other services directly to consumers.  Revenue for
LTM December 2010 totaled $1.4 billion.


DELUXE HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Deluxe Holdings, Inc.
        5251 West Imperial Highway
        Los Angeles, CA 90045

Bankruptcy Case No.: 11-19242

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Douglas M. Neistat, Esq.
                  GREENBERG & BASS
                  16000 Ventura Boulevard, #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: twilliams@greenbass.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-19242.pdf

The petition was signed by John Hennessay, CEO.


DOMMER CONSTRUCTION: Subcontractor's Financier May Amend Claim
--------------------------------------------------------------
Bankruptcy Judge Michael J. Kaplan directs BFG Inc. to amend the
proof of claim it filed in the bankruptcy case of Dommer
Construction Corporation.  Pre-bankruptcy, Dommer entered into
direct negotiations with BFG to assist MBE Group in obtaining the
funds it needed to perform sub-subcontracting work for Dommer, and
to make sure that to the extent that Dommer would be making
payments to BFG rather than MBE, Dommer would not violate the New
York Lien Law.  The Court will hold a status report on March 30,
2011, at 10:00 a.m., after the amended claim has been filed.

A copy of the Court's March 3, 2011 Amended Opinion and Order is
available at http://is.gd/8mAoZXfrom Leagle.com.

Based in Lancaster, New York, Dommer Construction Corporation
filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
10-12764) on June 23, 2010, represented by Beth Ann Bivona, Esq.
-- bbivona@damonmorey.com -- at Damon Morey LLP in Buffalo.  In
its petition, it estimated under $50,000 in assets and $1 million
to $10 million in debts.


DULATOWN OUTREACH: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dulatown Outreach Center, Inc.
        P.O. Box 679
        Lenoir, NC 28645

Bankruptcy Case No.: 11-50242

Chapter 11 Petition Date: March 3, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Verna Carol Bash-Flowers, Esq.
                  ATTORNEY VERNA BASH-FLOWERS
                  P.O. Box 927
                  Lowell, NC 28098
                  Tel: (704) 691-7220
                  Fax: (704) 691-7321
                  E-mail: vbashflowers@gmail.com

Scheduled Assets: $1,008,390

Scheduled Debts: $191,704

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb11-50242.pdf

The petition was signed by Elijah B. Freeman, Jr.,
president/executive director.


E-DEBIT GLOBAL: Enters Into Joint Venture With ebackup Inc.
-----------------------------------------------------------
E-Debit Global Corporation has entered into a joint-venture with
ebackup Inc. through ownership participation in Capital Six
Limited to provide technical and marketing services for ABM, POS,
OCB, E-Commerce and a wide array of Card Services across North
America.

                             Overview

With the additional owned computer and network infrastructure
supplied by ebackup, it creates an end-to-end service model
unparalleled in the ABM industry.  The joint venture facilitates
lower cost placements and processing services allowing for better
margins and automated management systems to maintain cost
controls.

"The two companies have been actively cooperating without a formal
structure to further enhance our unparalleled "end to end" payment
delivery and processing solution.  This Joint Venture solidifies
that relationship.  We are excited to have ebackup supplying our
PCI compliant data centre, technical support and data protection
services," E-Debit Chief Executive Doug Mac Donald said in a joint
statement with ebackup Inc. President Rowland Perkins.

"Through our Capital Six joint-venture we can act more
strategically in both marketing and infrastructure development.
This single, shared approach to gain significant economies of
scale will benefit our development speed and costs, facilitate
standardization of platforms through consolidated hardware
components and in addition, Capital Six brings a wealth of people
and  experience in E-Debit's core business, this added personnel
utilization will allow us to gain a faster development and
implementation processes" they added.

"For us, our joint-venture enables us to advance development of an
integrated payment solution in order to utilize our entire
collective technological and ATM and POS distribution and
processing expertise for rapid business growth throughout Canada
and the USA."

                         About ebackup Inc.

ebackup Inc. is one of Western Canada's largest "Cloud" based PCI
compliant data centers and backup service providers, supplying
simple, robust, cost effective and secure data asset protection
through automated solutions that are fully scalable to its
customer's needs.  ebackup provides single source comprehensive
automated and offsite data backup processes, protecting critical
data for the full spectrum of business operations.  ebackup
enables businesses, from one-person operations, to medium sized
corporations to concentrate on their core business and to allow
their valuable human resources to concentrate and compete
effectively in today's marketplace while ebackup manages their
technological requirements.

                  About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company's balance sheet at Sept. 30, 2010, showed
US$1.79 million in total assets, US$1.96 million in total
liabilities, and a stockholders' deficit of US$165,000.  As of
Sept. 30, 2010, the Company had a working capital deficit of
US$770,000 and an accumulated deficit of US$4.08 million.

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about E-Debit Global Corporation'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, has a working capital deficit, and has an
accumulated deficit of US$760,509 as of Dec. 31, 2009.


ECONOMIC DEVELOPMENT: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Economic Development & Training Institut
        5625 Allentown Road, Suite 107
        Suitland, MD 20746

Bankruptcy Case No.: 11-14303

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Charles Earl Walton, Esq.
                  LAW OFFICE OF CHARLES E. WALTON
                  10905 Fort Washington, Suite 201
                  Fort Washington, MD 20744
                  Tel: (301) 292-8357
                  Fax: (301) 292-9439
                  E-mail: cwalton@cwaltonlaw.com

Scheduled Assets: $1,297,572

Scheduled Debts: $1,242,019

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb11-14303.pdf

The petition was signed by Joseph Gaskins, president.


ENERGY FUTURE: Calls Aurelius' Default Allegation 'Meritless'
-------------------------------------------------------------
Emre Peker and Pierre Paulden at Bloomberg News report that Energy
Future Holdings Corp., formerly known as TXU Corp., is rejecting
an assertion by hedge fund Aurelius Capital Management LP that
it's in default on a $23.9 billion loan that financed its record
buyout by KKR & Co. and TPG Capital.

The allegations are "utterly meritless," Robert Walters, general
counsel of Energy Future, said in a telephone interview with
Bloomberg News.

The Troubled Company Reporter on March 2 reported the Company's
receipt of a default notice from Aurelius.  The hedge fund, led by
Mark Brodksy, said in a letter to Citigroup Inc., administrator of
the buyout loans, that payments to the Dallas-based company by one
of its units aren't in compliance with the credit agreement,
Energy Future said in a Feb. 25 regulatory filing.  The
electricity provider purchased some of its debt at a discount last
year and said Feb. 18 that profit for the last three months rose
18% to $161 million on buybacks even as revenue dropped because of
low natural gas prices. Energy Future owes $39.6 billion in loans
and bonds.

"Owners of the term loan would love a default and a restructuring
because then the subsidiary could stop bleeding high coupon
interest payments," Andy DeVries, an analyst for debt-research
firm CreditSights Inc. in New York, said in a Feb. 25 e-mail.

                       About Energy Future

Energy Future Holdings Corp. is a privately held diversified
energy holding company with a portfolio of competitive and
regulated energy businesses in Texas.  Oncor, an 80%-owned entity
within the EFH group, is the largest regulated transmission and
distribution utility in Texas.  The Company delivers electricity
to roughly three million delivery points in and around Dallas-Fort
Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

                          *     *     *

As reported by the Troubled Company Reporter on August 19, 2010,
Fitch Ratings downgraded the Issuer Default Ratings of Energy
Future Holdings Corp. and its subsidiaries Energy Future
Intermediate Holding Company LLC, Texas Competitive Electric
Holdings Company LLC, and Energy Future Competitive Holdings
Company by one notch to 'CCC' from 'B-'.

The downgrades of the IDRs of EFH and its non-ring-fenced
subsidiaries reflect large debt maturities occurring in 2014,
over-leveraged capital structure, cash flow dependence on the
forward natural gas NYMEX curve, which has been consistently
moving down since mid-2008, and the likely outcome of future debt
exchanges and amend-and-extend bank facility negotiations.  In
Fitch's view, potential defaults in 2011-2012 are considered more
likely to result from coercive debt exchanges and unlikely to
result from payment defaults.

The TCR on August 19 also reported that Moody's Investors Service
changed the probability of default rating for Energy Future
Holdings to Caa2/LD from Ca following the completion of a debt
restructuring which Moody's views as a distressed exchange.  EFH's
Caa1 CFR and SGL-4 liquidity rating are affirmed.  The rating
outlook remains negative.

EFH recently executed a debt restructuring which involved an
exchange of its 10.875% senior unsecured (guaranteed) notes due
2017 and its 11.25% / 12.00% senior unsecured PIK Toggle
(guaranteed) notes due 2017 for new 10.00% senior secured notes
due 2020 issued at EFIH, plus approximately $500 million in cash,
plus accrued interest.  These events had the effect of allowing
EFH to reduce its overall net debt by approximately $1.0 billion
and extend a portion of its maturities.  The transaction
crystallized losses for investors of approximately 30%.  Taken as
a whole, Moody's views the transaction as a distressed exchange
and has classified this transaction as a limited default by
appending an LD designation to the PDR.  In approximately three
business days, Moody's will remove the LD designation and
reposition the PDR to Caa2.

The affirmation of EFH's Caa1 CFR considers the very weak
financial profile, untenable capital structure, questionable long-
term business plan and material operating headwinds for the
company.  Moody's believes EFH has very little financial
flexibility.


EUGENE PIPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eugene Pipe, LLC
        dba Ridgeline Pipe Manufacturing
        2220 Nugget Way
        Eugene, OR 97403

Bankruptcy Case No.: 11-60920

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Loren S. Scott, Esq.
                  MUHLHEIM BOYD
                  88 East Broadway
                  Eugene, OR 97401
                  Tel: (541) 868-8005
                  E-mail: ecf@mb-lawoffice.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb11-60920.pdf

The petition was signed by Mike Stickel, MICA Investments, LLC,
member.


EURAMAX INTERNATIONAL: Moody's Affirms 'Caa1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating of Euramax International, Inc.  Moody's also assigned a
Caa1 rating to the company's proposed $375 million senior secured
notes due 2016.  The rating action was prompted by the company's
recent refinancing of its existing indebtedness with proceeds from
the rated notes, ABL borrowings, and a new unrated unsecured term
loan used to repay its amended and restated secured term loan due
in 2013.  Following the close of the transaction, Moody's will
withdraw the ratings on the existing secured term loan facility.
The rating outlook was changed to positive from stable.

Ratings Affirmed:

Issuer: Euramax International, Inc.

  -- Corporate Family Rating, Caa1
  -- Probability of Default Rating, Caa1

Ratings Assigned:

Issuer: Euramax International, Inc.

  -- Sr.  Secured Notes, Caa1 (LGD4, 50%)
  -- Outlook, Positive from Stable

                         Rating Rationale

The affirmation and positive outlook reflect the company's
improved operating performance in 2010, prospects for 2011, and
the new capital structure, which extends the maturity profile by
three years, lowers interest expense, and eliminates restrictive
financial maintenance covenants.  As a result, Moody's believes
the overall liquidity position has improved as a breach in
financial covenant compliance is no longer expected in the next
12-18 months.  Euramax amended its $70 million ABL revolving
credit facility, which now matures in 2015.  Currently, aggregate
outstanding amounts are roughly $15 million, with availability of
approximately $30 million after considering the most recent
borrowing base calculation.  The company also has approximately
$25 million of cash on the balance sheet.  For the ABL facility,
the company must maintain a fixed charge ratio of 1.25 to 1 if
availability falls under 15% of the lesser of the borrowing base
and the commitment.  Moody's believes the availability will not
fall below this threshold in the next 12-18 months.  The unrated
unsecured term loan contains a PIK toggle feature.  At the
company's option, but no more than 6 payments over the life of the
loan, Euramax can elect to pay approximately 50% of the interest
in cash, if liquidity weakens.

The Caa1 corporate family rating considers the company's high
adjusted leverage, around 8.0x EBITDA, low adjusted interest
coverage (EBIT/Interest slightly below 1.0x), sluggish operating
performance due to the continued weakness of the residential and
commercial building markets, and the slow recovery of the global
economy in general.  Moody's believes debt reduction over Moody's
rating horizon will remain uncertain if demand levels fail to
maintain traction.  Although Euramax's operating performance
improved in 2010 and end-markets show signs of additional recovery
in 2011, Moody's expects credit metrics to remain weak in 2011,
primarily due to Moody's expectation of a slow economic recovery
and the depressed state of the residential/commercial building and
recreational vehicle end markets.  The ratings also consider a
limited ability to reduce debt, vulnerability to cyclical end-use
markets, exposure to volatile raw material costs for commodities
such as aluminum and steel, modest free cash flow relative to debt
levels, and significant customer concentration risks with retail
home centers.

The positive outlook reflects the company's improved liquidity
position, operating results in 2010, and prospects for additional
gains in 2011.  The company has shown recent revenue and cost
improvement, therefore, if Euramax sustains this improvement, an
upgrade would be warranted.  Specifically, if operating results
expand sufficiently to sustain adjusted EBIT/Interest at 1.5x and
adjusted Debt/EBITDA below 6.5x, ratings will likely be raised.
The ratings may be downgraded should the company face significant
price and volume deterioration, persistent negative free cash
flow, or a material deterioration in liquidity arrangements.

Moody's last rating action was on August 6, 2009, when Moody's
assigned Caa1 ratings to Euramax's corporate family and
probability of default ratings.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.


EVANS OIL: Reports $39.7 Million in Liabilities
-----------------------------------------------
Laura Layden at Naples News reports that Evans Oil disclosed
nearly $39.7 million in liabilities, with most of that owed to
Fifth Third Bank.  The Company's assets are estimated at about
$18.7 million.

A dispute with its largest lender spurred the Chapter 11 filing,
but it has been "business as usual," owner and manager Randy Long
said, according to the report.  Fifth Third Bank looks to
aggressively collect more than $35.1 million in debt.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-01515) on Jan. 30, 2011.  John S. Sarrett, Esq., Lawrence
E. Oscar, Esq., Daniel A. DeMarco, Esq., Christopher B. Wick,
Esq., and Emily W. Ladky, Esq., at Hahn Loeser & Parks LLP,
servers as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates KCWL, LLC (Bankr. M.D. Fla. Case No. 11-01519), Long
Equipment Finance, LLC (Bankr. M.D. Fla. Case No. 11-01520), Long
Petroleum Products (Bankr. M.D. Fla. Case No. 11-01521), Long Run,
LLC (Bankr. M.D. Fla. Case No. 11-01522), Octane, LLC (Bankr. M.D.
Fla. Case No. 11-01523), and RML, LLC (Bankr. M.D. Fla. Case No.
11-01524) filed separate Chapter 11 petitions on January 30, 2011.

The cases are jointly administered.  Evans Oil is the lead case.

The Debtors hired The Garden City Group, Inc., as claims, noticing
and balloting agent.


EVEREST HEIGHTS: Section 341(a) Meeting Scheduled for March 24
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Everest
Heights Dallas Real Estate, Inc.'s creditors on March 24, 2011, at
11:00 a.m.  The meeting will be held at Office of the U.S.
Trustee, 1100 Commerce Street, Room 976, Dallas, Texas.

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

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

Dallas, Texas-based Everest Heights Dallas Real Estate, Inc.,
filed for Chapter 11 bankruptcy protection on Feb. 27, 2011
(Bankr. N.D. Tex. Case No. 11-31308).  Mark Edward Andrews, Esq.,
at Cox Smith Matthews Incorporated, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliate Everest Heights Dallas, Inc., filed a separate Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-31309).  It estimated
its assets and debts at $10 million to $50 million.


EVERGREEN ENERGY: Regains Listing Compliance With NYSE Arca
-----------------------------------------------------------
Evergreen Energy Inc. has regained compliance with listing
standards issued by the New York Stock Exchange Arca Inc.  The
NYSE Arca will continue to list the stock under the ticker symbol
"EEE."

Ilyas Khan, Executive Chairman of Evergreen Energy, commented: "I
wish to thank the NYSE Arca exchange for their support of
Evergreen while we completed our plan to regain compliance with
the listing requirements.  We are entirely focused on continuing
to meet our ambitious milestones, and I wish to take this
opportunity to also thank our long-standing and supportive
shareholders."

The company will be subject to a 12-month review by NYSE Arca to
ensure compliance with the continued listing standards.  If the
company should fall below the continued listing standards during
this period, its compliance plan is subject to further regulatory
review and the company's listing may be subject to suspension from
the NYSE Arca.

                       About Evergreen Energy

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

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

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


FAIRVUE CLUB: Gallatin, New Owner, to Reopen Club Mid-March
-----------------------------------------------------------
Eric Miller at The Tennessean reports that the sale of the Fairvue
Plantation clubhouse and Lakes golf course was closed on Feb. 28,
2011, and the new ownership, Gallatin Golf LLC, plans to have the
course reopened by the end of March.

"The base plan is to have the golf course open by mid-month and
the clubhouse open as soon as practical thereafter," the report
quotes Barry Jacobson, spokesperson for the Club at Fairvue
Plantation, as saying.

While the new ownership is still working out details about the
reopening, a plan is already in place to entice members under the
previous ownership to stay with the club, The Tennessean
discloses.

Illinois-based firm KemperSports has been hired to manage the
operation of the golf course and clubhouse, according to the
report.

                About Fairvue Club Properties, LLC

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

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

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

Mr. Norton also represents Foxland Harbor and Foxland Club.

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


FIDELITY PROPERTIES: Parties Withdraw Plea to Dismiss Ch. 11 Case
-----------------------------------------------------------------
Shannon Leigh Aiken, et al., notified the U.S. Bankruptcy Court
for the Middle District of Florida that they have withdrawn their
motion to dismiss the Chapter 11 case of Fidelity Properties
Group, LLC.  The withdrawal was in accordance with a Settlement
Agreement between the movants and the Debtor.

Ms. Aiken, Jane Medford Simpson, Laura Margaret Aiken Grindstaff,
and Robert Medford Aiken, are executors of the estates of J. B.
Medford and Mildred Moore Medford and as trustees of the trust
created under the Last Will and Testaments of J. B. Medford and
Mildred Moore Medford.

The movants are represented by:

     Andrew M. Brumby, Esq.
     Chadwick C. Crews, Esq.
     SHUTTS & BOWEN LLP
     300 S. Orange Avenue, Suite 1000
     Orlando, FL 32801
     Tel: (407) 835-6901
     Fax: (407) 849-7201
     E-mail: abrumby@shutts.com
             ccrews@shutts.com

                    About Fidelity Properties

Orlando, Florida-based Fidelity Properties Group LLC owns eleven
real estate properties.  The Company filed for Chapter 11
protection on April 1, 2010 (Bankr. M.D. Fla. Case No. 10-05510).
Lawrence M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla.,
represents the Debtor in its restructuring effort.  The Company
disclosed $10,333,188 in assets and $3,593,828 in debts as of the
Petition Date.


FIRSTFED FINANCIAL: Wins Court Nod to Hire Garden City Group
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
FirstFed Financial's motion seeking to retain Garden City Group as
noticing agent.

The firm will provide notice of hearing to consider confirmation
of the Debtor's plan and distribute the solicitation package
approved by the Court in connection with the plan.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in the Bankruptcy Code.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection on
Jan. 6, 2010 (Bankr. C.D. Calif. Case No. 10-10150).  Jon L.
Dalberg, Esq., at Landau Gottfried & Berger LLP, represents the
Debtor in its restructuring efforts.  Garden City Group is the
claims and notice agent.  The Debtor disclosed assets at
$1 million and $10 million, and debts at $100 million and
$500 million.


FKF MADISON: Judge Approves Loan Over Creditors' Objections
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that One Madison Park won
approval to tap into a bankruptcy loan from HFZ Capital Group and
iStar Financial Inc. over the objection of its unsecured
creditors, who fear the loan will hand HFZ an unfair competitive
edge in its bid to acquire the Manhattan condominium.  Judge Kevin
Gross of the U.S. Bankruptcy Court in Wilmington, Del., on
Thursday, court papers show, allowed One Madison to tap
$1.1 million of the $2.4 million loan, which One Madison argued
was essential to preserving the stalled development.

Dow Jones notes that the loan had raised some eyebrows heading
into Thursday's hearing.  One Madison's official committee of
unsecured creditors urged Judge Gross to deny the financing, which
it said contained numerous objectionable terms and was ultimately
the product of the lenders "acting solely for their own benefit."

                         About One Madison Park

FKF Madison Park Group Owner, LLC, filed for Chapter 11 bankruptcy
protection on June 8, 2010 (Bankr. D. Del. Case No. 10-11867).
FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.


FLEETWOOD FOOD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Fleetwood Food Corp.
        dba Key Food
        42 West Broad Street
        Mount Vernon, NY 10552

Bankruptcy Case No.: 11-22395

Chapter 11 Petition Date: March 4, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Julie A. Cvek, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com
                          jcvek@rattetlaw.com

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

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

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

The petition was signed by Salvatore Gizzo, president.


FNB UNITED: Banking Unit Converts $5-Mil. of Term Loan to Shares
----------------------------------------------------------------
On Feb. 28, 2011, CommunityONE Bank, National Association, the
bank subsidiary of FNB United Corp., entered into and consummated
a conversion agreement with SunTrust Bank, pursuant to which
$5,000,000 of the outstanding principal amount of the $7.5 million
subordinated term loan from SunTrust to CommunityONE Bank
evidenced by the amended and restated subordinated note due 2015
made by CommunityONE Bank and dated Dec. 30, 2010, was converted
into 5,000,000 shares of nonvoting, nonconvertible, nonredeemable
cumulative preferred stock, par value $1.00 per share, of
CommunityONE Bank.  The preferred stock carries an 8% dividend
rate and is includable in the bank's tangible equity for
regulatory capital purposes.

The remaining $2.5 million of subordinated debt owed by
CommunityONE Bank to SunTrust was ratified and confirmed but with
interest being payable monthly rather than quarterly beginning on
March 31, 2011.  Immediately prior to the conversion, CommunityONE
Bank paid the interest accrued and unpaid to Feb. 28, 2011 on the
subordinated debt.  It will be an event of default under the
SunTrust subordinated note if FNB United does not raise at least
$300 million through the issuance of equity securities by July 31,
2011.

A full-text copy of the Conversion Agreement is available for free
at http://ResearchArchives.com/t/s?746d

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

The Company's balance sheet at Sept. 30, 2010, showed
$2.01 billion in total assets, $1.99 billion in total liabilities,
and stockholders' equity of $18.56 million.

In its Form 10-Q for the three months ended June 30, 2010, the
Company acknowledged the existence of certain conditions that
raise substantial doubt its ability to continue as a going
concern, including significant losses that the Company incurred in
2009 and the Bank's agreement to the issuance of a Consent Order
by the Office of the Comptroller of the Currency, dated July 22,
2010.  In the Consent Order, the Bank and the OCC agreed as to
areas of the Bank's operations that warrant improvement and a plan
for making those improvements.


FOREST GROVE: Court Rejects Disclosure Statement, Dismisses Case
----------------------------------------------------------------
Bankruptcy Judge David R. Duncan held that Forest Grove, LLC's
disclosure statement does not contain adequate information
sufficient to inform creditors of their rights and treatment under
the Debtor's plan.  As a result, approval of the Debtor's
Disclosure Statement is denied.  Because the Debtor has no proven
income and no ability to confirm a chapter 11 plan, cause for
dismissal exists.  The Debtor's chapter 11 case is dismissed.

Judge Duncan said because the success of the Debtor's chapter 11
case is clearly contingent on the personal contributions of Nickey
Maxey, the trustee of the CLM Irrevocable Trust, the sole member
of the Debtor, to provide adequate information, the Debtor must
disclose information regarding Mr. Maxey's financial situation
that shows his ability to make the contributions.  Without proof
of Mr. Maxey's ability to pay the Debtor $2,000 per month in rent
plus additional, unspecified contributions, the Debtor cannot
propose a feasible plan, as it has no income of its own.  As a
result, regardless of the adequacy of the information contained in
the Debtor's Disclosure Statement, approval of the Disclosure
Statement should be denied due to the Debtor's inability to
confirm a plan.

Ameris Bank objected to the Disclosure Statement and filed a
Motion to Dismiss the Debtor's Chapter 11 Case.

A copy of the Court's March 3, 2011 order is available at
http://is.gd/qs1DUBfrom Leagle.com.

Forest Grove, LLC, is a limited liability company formed in 2001
to acquire and develop real estate.  It filed for Chapter 11
protection (Bankr. D. S.C. Case No. 10-05542) on Aug. 2, 2010.
The Debtor estimated under $50,000 in assets and debts.  It is
represented by:

          John Pinckney, Esq.
          THE LAW OFFICE OF DEAN B. BELL, LLC
          Corpus Christie Place, Bldg. #105
          Hilton Head Island, SC 29928
          Telephone: 843-785-9772
          Facsimile: 843-785-9773
          E-mail: jpinckney@deanbell-law.com


FOXCO ACQUISITION: Moody's Upgrades Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of FoxCo Acquisition Sub LLC to B3
from Caa1, upgraded the senior secured bank credit facilities
ratings to B1 from B2, and upgraded the senior unsecured notes
rating to Caa2 from Caa3.  The rating outlook was changed to
positive from stable.

This is a summary of the rating actions:

  -- Corporate Family Rating to B3 from Caa1

  -- Probability of Default Rating to B3 from Caa1

  -- $50 million Senior Secured Revolving Credit Facility to B1
     (LGD3,33%) from B2 (LGD3, 33%)

  -- $445 million Senior Secured Term Loan Facility to B1
     (LGD3,33%) from B2 (LGD3, 33%)

  -- $200 million Senior Unsecured Bonds to Caa2 (LGD5, 86%) from
     Caa3 (LGD5, 86%)

Ratings outlook changed to Positive from Stable.

                        Ratings Rationale

The upgrade of FoxCo's CFR to B3 reflects the Company's solid
revenue / EBITDA growth and improved credit metrics following the
recovery in advertising revenues for its core TV station group in
2010 following a severe reduction in revenues and cash flows in
2009.  The upgrade also incorporates Moody's expectation for
enhanced free cash flow generation prospects stemming from the
Company's proposed re-pricing of its secured term loan facility,
which should be supportive of further deleveraging over the near
to medium-term.

While Moody's projects a modest decrease in revenues and EBITDA
for 2011, due to the lack of significant political advertising
revenue, Moody's expect credit metrics will remain supportive of
the B3 CFR as the Company benefits from continued recovery in core
advertising momentum benefiting from improved macro conditions,
incremental retransmission revenues from renegotiated
retransmission agreements and long-term affiliation agreements
with Fox and a reduction in programming expenses as high-cost
legacy contracts expire in 2011 and 2012.

FoxCo's B3 CFR reflects it's still highly leveraged, albeit
improving, capital structure (evidenced by leverage of
approximately 6.1x debt-to-EBITDA for 2010), which will continue
to pose challenges for managing a business vulnerable to volatile
advertising spending cycles.  Additionally, the rating is
constrained by the Company's modest scale and concentration with
the Fox Network, although the Company benefits from a station
portfolio in top DMAs with leading audience positions.

The positive rating outlook reflects Moody's expectation that
FoxCo will maintain a good liquidity position and generate non-
political revenue growth in the low to mid-single digit %-range in
2011 supported by growth in core advertising revenues and an
increasing portion of retransmission revenues.  The outlook also
incorporates Moody's expectation that FoxCo will maintain a
conservative financial policy and that the Company will contribute
a significant portion of expected cash flows towards debt
reduction.

Moody's could consider an upgrade to the extent FoxCo is able to
demonstrate through a combination of revenue / EBITDA growth and
permanent debt reduction such that its two-year average leverage
is sustained below 6.0x debt to EBITDA (Moody's adjusted) without
impairing its liquidity position as well as the sustainable
generation of free cash flow exceeding 8% of debt.  Conversely,
downward rating pressure could develop if an unexpected downturn
in advertising spending leads to FoxCo's leverage exceeding 7.0x
or failure of FoxCo to maintain at least an adequate liquidity
profile.

The last rating action occurred on June 15, 2010 when Moody's
affirmed FoxCo's Caa1 CFR and changed its ratings outlook to
stable from negative.

Formed in July 2008 through the acquisition of 8 stations from Fox
Television Stations, Inc., FoxCo owns or operates 10 stations in
DMAs that rank from 16 to 58, including seven owned Fox affiliates
and one owned CBS affiliate.  Local TV Holdings, LLC, which is 95%
owned by affiliates of Oak Hill Capital Partners, serves as
FoxCo's parent company.  The company maintains headquarters in
Fort Wright, Kentucky and its revenue for 2010 was approximately
$333 million.


FRANK J. GOMES: Creditors Withdraw Plea to Dismiss Chapter 11 Case
------------------------------------------------------------------
Creditors FPC Financial, f.s.b., and Deere and Company, notified
Judge Whitney Rimel of the U.S. Bankruptcy Court for the Eastern
District of California that they have withdrawn their motion to
dismiss the Chapter 11 case of Frank J. Gomes Dairy.

As reported in the Troubled Company Reporter on Jan. 31, 2011,
Deere & Company, a secured creditor, and FPC Financial, a secured
and unsecured creditor, requested the Court dismiss the Debtor's
case, citing that the Debtor failed to fulfill its duties pursuant
to the Court's order confirming the Debtor's Second Amended
Chapter 11 Plan entered on Aug. 23, 2010.

Specifically, the motion said the Debtor failed to make payments
to Deere under Class 3H and to FPC under Class 5 in the Second
Amended Plan for Reorganization.  Deere has an allowed secured
claim in the amount of $29,153 and FPC has an allowed secured
claim of $51,557 and an allowed unsecured claim of $316,001.  A
full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/FrankJGomez_DS.pdf

                    About Frank J. Gomes Dairy

Headquartered in Stevenson, California, Frank J. Gomes Dairy dba F
and A Farms operates an agricultural and farming business.  The
Company filed for Chapter 11 protection on November 12, 2009
(Bankr. E.D. Calif. Case No. 09-61024).  Hilton A. Ryder, Esq., at
McCormick, Barstow, Sheppard, Wayte & Carruth LLP, represents the
Debtor in its restructuring effort.  In its schedules, the Debtor
disclosed $34,625,671 in assets and $30,931,395 in liabilities as
of the petition date.


GENERAL MOTORS: Court OKs $420-Mil. Claims Reserve
--------------------------------------------------
The Bankruptcy Court authorized Motors Liquidation Co. and its
affiliates to establish a reserve on account of certain fully
unliquidated and disputed general unsecured claims or potential
claims.  The reserve will be calculated based on a claim amount of
$420 million.

Claim No. 70869 filed by Tracy Woody is liquidated in the amount
of $41,000 for reserve purposes only, subject to the Debtors'
right to object to the Claim.  Prior to the entry of the order,
Tracy Woody objected to the Debtors' motion on the ground that
the Claimant's Claim No. 70481 was not listed in the established
and allowable claims of the Debtors.

The Court also approved the procedures for the establishment and
administration of disputed claims reserves.

As reported in the Feb. 23, 2011 edition of the Troubled Company
Reporter, Motors Liquidation Co., and its debtor-affiliates ask
the Bankruptcy Court to approve:

  (i) the establishment of a $420 million-reserve on account of
      certain unliquidated and disputed claims or potential
      claims, which are not yet allowed as set forth in the
      Amended Joint Chapter 11 Plan of Reorganization; and

(ii) certain procedures, consistent with the procedures
      established under the Plan for the establishment and
      administration of those disputed claims reserves.

According to the Feb. 23 report, under the Plan, the General
Unsecured Claims Trust will set aside distributions for certain
unliquidated and disputed claims, or potential claims filed in
these Chapter 11 cases, which are not yet allowed.  The Debtors
are filing the Motion consistent with these provisions of the Plan
and the GUC Trust Agreement.

                     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: Removal Period Extended 1 Year After Confirmation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Motors Liquidation Co. and its
units, or the General Unsecured Trust Administrator, as
appropriate, may file notices of removal of Civil Actions pursuant
to Rule 9027 of the Federal Rules of Bankruptcy Procedure until
the date that is one year after the date on which the Debtors
confirm a chapter 11 plan.

                     About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Brown Rudnick Directed to Submit Rule 2019 Notice
-----------------------------------------------------------------
Bankruptcy Judge Robert Gerber held that Brown Rudnick LLP,
representing a group led by Anchorage Capital Master Offshore Ltd.
failed to file a statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

The group also includes Canyon-GRF Master Fund, L.P.; Canyon
Value Realization Fund L.P.; CSS, LLC; CQS Directional Master
Fund Inc.; KIVU Investment Fund Limited; Knighthead Master Fund,
LP; LMA SPC for and on behalf of MAP 84, Lyxor/Canyon
Realization Fund, Ltd., Onex Debt Opportunity Fund, Ltd., Redwood
Master Fund Ltd, and The Canyon Value Realization Master Fund,
L.P.

The group filed a joinder to Appaloosa Management, L.P. et al.'s
objection to confirmation of the Amended Joint Chapter 11 Plan of
Reorganization.

Accordingly, Judge Gerber ordered the Group or its counsel to
file, on behalf of and with respect to each member of the Group,
the disclosure required under Rule 2019 of the Federal Rules of
Bankruptcy Procedure by March 1, 2011.  If the Group does not
timely comply, the Group's joinder will not be considered.

In an endorsed letter, the Court granted Brown Rudnick's request
to extend the deadline to comply with the order to March 7, 2011.

                     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)


GIGOPTIX LIMITED: PwC Raises Going Concern Doubt
------------------------------------------------
GigOptix, Inc., filed on March 3, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

PricewaterhouseCoopers LLP, in San Jose, Calif., expressed
substantial doubt about GipOptix, Inc.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses and negative cash flows from
operations.

The Company reported a net loss of $4.4 million on $26.9 million
of revenue for 2010, compared with a net loss of $10.0 million on
$14.8 million for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $27.9 million
in total assets, $12.5 million in total liabilities, and
stockholders equity of $15.4 million.

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

               http://researcharchives.com/t/s?7476

Palo Alto, Calif.-based GigOptix, Inc. (OTC BB: GGOX)
-- http://www.GigOptix.com/-- supplies high performance
electronic and electro-optic components that enable next
generation 40G and 100G fiber-optic telecommunications and data-
communications networks.  The Company offers a broad portfolio of
high speed electronic devices including polymer electro-optic
modulators, modulator drivers, laser drivers and receiver
amplifiers for telecom, datacom, Infiniband and consumer optical
systems, covering serial and parallel communication technologies
from 1G to 100G.  GigOptix also offers a wide range of mixed-
signal and RF ASIC solutions in the market including Standard
Cell, Hybrid and Structured ASICs targeting the Consumer,
Industrial, Defense & Avionics industries.



GOTTSCHALKS INC: Discloses Termination of Registration of RSP
-------------------------------------------------------------
Gottschalks, Inc., filed with the U.S. Securities and Exchange
Commission on Friday, March 4, 2011, a notice of termination of
registration covering its Interests in the Gottschalks Inc.
Retirement Savings Plan pursuant to Rule 12g-4(a)(1) of the
General Rules and Regulations under the Securities Exchange Act of
1934.

A full-text copy of the Form 15-12B filing is available for free
at http://researcharchives.com/t/s?746f

                      About Gottschalks Inc.

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

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

As reported in the TCR on March 4, 2011, Gottschalks' Amended
Chapter 11 Plan of Liquidation became effective and the Company
has emerged from Chapter 11 Bankruptcy protection.


GREAT ATLANTIC & PACIFIC: Panel Withdraws Plea to Hire Lowenstein
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Great Atlantic &
Pacific Co's Chapter 11 cases has withdrawn its application to
retain Lowenstein Sandler PC as its conflicts counsel.  No reason
for the withdrawal was disclosed.

                            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: Local 342 vs. Pathmark Stores
-------------------------------------------------------
United Food and Commercial Workers Local 342 has filed a
complaint against Pathmark Stores Inc. to confirm an arbitration
award issued pursuant to its collective bargaining agreement with
the company.

Local 342 is the bargaining agent of certain employees of
Pathmark Stores, one of the affiliated debtors of The Great
Atlantic & Pacific Tea Company Inc.

The local union filed the complaint after Pathmark Stores
allegedly failed to provide UFCW a personal guaranty or a surety
bond for $5 million pursuant to the CBA.  This prompted the local
union to file a grievance and to commence an arbitration pursuant
to the mandatory dispute resolution procedures of the CBA.

Early this year, the arbitrator upheld the grievance filed by
UFCW and found that Pathmark Stores violated a provision in the
CBA.  The arbitrator directed the company to provide a personal
guarantee to assure severance payments under the CBA or a surety
bond at the union's option.

Although due demand has been made by UFCW to Pathmark Stores by
letter dated February 7, 2011, the company has refused to comply
with the order from the arbitrator, the union's attorney, Richard
Seltzer, Esq., at Cohen Weiss and Simon LLP, in New York --
rseltzer@cwsny.com -- relates.

UFCW also seeks a court ruling directing Pathmark stores to pay
the union its attorney's fees.

                            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: $629,000 in Claims Switch Hands February
------------------------------------------------------------------
Seven claims totaling $628,896 changed hands in the Debtors'
bankruptcy cases in February 2011.  The claims traded were:

Transferor           Transferee         Claim No.  Claim Amount
---------            ----------         ---------  ------------
Able Rolling Steel   Sierra Liquidity       37           $4,062
Door Inc.            Fund LLC

Riviera Finance of   Hain Capital          415         $135,237
Texas Inc.           Holdings Ltd.

HP Sales of New      Hain Capital           20         $151,368
Jersey Inc.          Holdings Ltd.

Gourmet Guru Inc.    Corre Opportunties    N/A         $252,419
                    Fund L.P.

Preferred Sales and  Claims Recovery       109          $15,582
Service Co Inc.      Group LLC

Island Fresh, LLC    Jefferies Leveraged   659          $27,950
                    Credit Products LLC

Christmas Promotions Sierra Liquidity      614          $42,275
Inc.                 Fund LLC

                            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).


GREEN MANOR: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Green Manor, LLC
        aka Mason Oaks, LLC
        P.O. Box 4
        Lowell, NC 28098

Bankruptcy Case No.: 11-30537

Chapter 11 Petition Date: March 3, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  E-mail: henderson@title11.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/ncwb11-30537.pdf

The petition was signed by James William Isbill, Sr., manager.


HALLMARK WOODWORKERS: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Hallmark Woodworkers, Inc.
        11 Precision Road
        Danbury, CT 06810

Bankruptcy Case No.: 11-50395

Chapter 11 Petition Date: March 3, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: (203) 821-2009
                  E-mail: dskalka@npmlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb11-50395.pdf

The petition was signed by John Griffin, president.


HEADWATERS INC: Moody's Assigns 'B2' Rating to Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Headwaters
Inc.'s proposed senior secured notes due 2019, and affirmed its B3
Corporate Family Rating and B3 Probability of Default Rating.
Proceeds from the notes issuance will be used to redeem most of
the company's existing senior secured notes due 2014 and to pay
redemption premiums and other related fees and expenses.  The
outlook is stable.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B3;

  -- Probability of Default Rating affirmed at B3;

  -- Proposed senior secured notes due 2019 assigned B2 (LGD3,
     41%); and,

  -- $328 million senior secured notes due 2014 affirmed B2 (LGD3,
     41%).

The company's speculative grade liquidity rating remains SGL-3.

                        Ratings Rationale

The B2 rating assigned to the proposed $400 million senior secured
notes due 2019, one notch above the corporate family rating,
reflects their first priority interest in substantially all of the
company's non-current assets, second priority interest in the
revolving credit facility's collateral, and the support provided
by upstream guarantees from Headwaters' material domestic
subsidiaries.  Proceeds from the notes issuance will be used to
redeem most, if not all, of the company's $328 million 11.375%
senior secured notes due 2014, and to pay redemption premiums and
other related fees and expenses.  The ratings for the existing
Notes due 2014 will be withdrawn upon closing of the transaction
since the anticipated amount of remaining debt will likely be
minimal, warranting removal of the rating.  The proposed note
issuance, along with $10 million of other debt reduction that
occurred in 1Q11, will improve interest coverage ratios slightly
due the proposed notes having a lower interest rate than the Notes
due 2014 despite a higher principal balance.  The lower interest
expense, approaching $10 million annually, will also improve free
cash flow.  Lastly, the transaction also improves Headwaters' debt
maturity profile, reducing the amount of debt that needs to be
addressed in 2014.

Headwaters' B3 Corporate Family Rating reflects the company's high
financial leverage, and ongoing cyclical weakness.  Headwaters'
key business segments continue to face economic weakness in 2011,
though appear poised to benefit when the North American economy
returns to normal levels of activity.  Healthy operating margins
remain a credit positive, and may improve as the company tries to
take more costs out of its CCP segment.  Despite the likelihood of
margin expansion and new business, Headwaters' debt leverage and
interest coverage credit metrics will remain stressed, but in-
line with the current rating.  On a pro-forma basis through Dec.
31, 2010, debt leverage worsened moderately to about 6.1 times
from 5.5 times, but EBITA-to-interest expense improved slightly to
about 0.8 times from 0.7 times (all ratios adjusted per Moody's
methodology).  The company's cash balance and revolver
availability support its rating as well.

The stable outlook reflects Moody's belief that the company's cash
balances and revolver availability coupled with no near-term debt
maturities provide Headwaters with sufficient financial
flexibility to fund its normal operations while contending with
ongoing uncertainties facing the U.S. construction market.

When the company's end markets show sustainable growth Headwaters
needs to demonstrate its ability to generate significant earnings
and cash flows from its two largest businesses.  EBITA-to-interest
expense trending towards 1.5 times and debt-to-EBITDA remaining
below 5.5 times for a sustainable period of time (all ratios
adjusted per Moody's standard adjustments) would support
consideration for positive ratings action.

Over the next twelve to eighteen months, Headwaters must
demonstrate its ability to generate significant amount of earnings
in order to improve its credit metrics.  EBITA-to-interest expense
sustained below 1.0 times (adjusted per Moody's standard
adjustments), or a deterioration in its liquidity profile would
introduce ratings pressures and may result in a downgrade.

The last rating action was on October 13, 2009, at which time
Moody's upgraded Headwaters Inc.'s Corporate Family Rating to B3
and its Probability of Default Rating to B3.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  The company
operates three principal business segments: Light Building
Products, Coal Combustion Products and Energy Services.  Revenues
for the twelve months ended Dec. 31, 2010 totaled about
$670 million.


HOA RESTAURANT: Moody's Assigns 'B3' Rating to $165 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HOA Restaurant
Group, LLC's proposed $165 million guaranteed senior secured 2nd
lien notes due 2018.  Moody's also assigned HOA a B3 Corporate
Family Rating and Probability of Default Rating.  The outlook is
stable.  Proceeds from the proposed note offering will be used to
re-finance existing debt.  Ratings are subject to final
documentation.  This is the first time Moody's rates this debt for
HOA.

Ratings assigned are:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $165 million guaranteed senior secured 2nd lien notes due
     2018 at B3 (LGD 3, 48%)

The outlook is stable.

                        Ratings Rationale

HOA's ratings reflect its high leverage and relatively weak
interest coverage, which position the company weakly in the B3
category.  The ratings also reflect the company's modest level of
revenues and earnings and more narrow customer demographic versus
some of its peers, expected turnover of the CEO and CFO management
positions, and Moody's expectation that historically high
unemployment and high levels of promotional activities by
competitors will continue to pressure operating performance.  The
ratings also reflect HOA's reasonable scale in regards to number
of restaurants, good brand awareness, relatively stable earnings
stream, and adequate liquidity.

The stable outlook reflects Moody's view that debt protection
metrics will gradually improve over the next twelve months with a
full year of operating results from Texas Wings, Inc. and the
implementation of various cost synergies, despite soft consumer
spending.  The outlook also expects the establishment of a stable
and effective management team and a financial policy that allows
time to successfully integrate Texas Wings, Inc. and does not
result in decisions that are outside current expectations in
regards to debt levels, capital expenditures, dividends, or
acquisitions.

Given the company's weak debt protection metrics a higher rating
over the intermediate term is unlikely.  However, factors that
could result in an upgrade would include a sustained strengthening
of debt protection metrics driven in part by a solid improvement
in same store sales -- particularly guest counts.  Specifically, a
higher rating would require debt to EBITDA of below 5.25 times and
EBITA coverage of gross interest of over 1.5.  A higher rating
would also require the establishment of a stable and effective
management team to address weak same store sales and boost its
brand image.  An upgrade would also require adequate liquidity.

A downgrade could occur if debt protection metrics deteriorated
from current levels over the next twelve months driven in part by
persistently weak same store sales.  Specifically, a downgrade
could occur if HOA is unable to reduce Debt to EBITDA over the
next twelve months towards 5.75 times and EBITA to interest
coverage approaching 1.25 times.  A deterioration in liquidity
could also result in a downgrade.

This is a first time rating for HOA

HOA, with headquarters in Atlanta, GA, operates 161 and franchises
294 restaurants, of which 69 are international, under the brand
name Hooters of America.  Annual revenues will be about
$374 million, although systemwide sales are about $950 million.


HORIZON LINES: Moody's Retains 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its Caa1
Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to Caa1
and maintained the negative outlook.

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.


I/OMAGIC CORP: Simon & Edward Raises Going Concern Doubt
--------------------------------------------------------
I/OMagic Corporation filed on March 4, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Simon & Edward, LLP, in City of Industry, Calif., expressed
substantial doubt about I/OMagic's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant operating losses, has serious liquidity
concerns and may require additional financing in the foreseeable
future.

The Company reported a net loss of $779,444 on $5.9 million of
sales for 2010, compared with net income of $407,156 on
$10.3 million of sales for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.0 million
in total assets, $4.6 million in total liabilities, and a
stockholders' deficit $2.6 million.

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

               http://researcharchives.com/t/s?747b

Irvine, Calif.-based I/OMagic Corporation sells electronic data
storage products and other consumer electronics products in the
North American retail marketplace, which includes the United
States and Canada.  During 2010 and 2009, all of the Company's
net sales were generated within the United States.


ILLINOIS FINANCE: Fitch Cuts Ratings on $190 Mil. Bonds to 'BB-'
----------------------------------------------------------------
Fitch Ratings has downgraded the Illinois Finance Authority
$190 million revenue bonds (issued on behalf of Illinois Institute
of Technology) to 'BB-' from 'BBB'.

The Rating Outlook is Negative.

Rating Rationale:

  -- The downgrade to 'BB-' primarily reflects a substantial
     decline in balance sheet resources, driven largely by
     Illinois Institute of Technology's inability to bring
     structural balance to its operating budget, and the heavy
     reliance on endowment spending, including draws in excess of
     its annual payout policy, to offset sizeable annual operating
     deficits;

  -- The Negative Outlook continues to reflect the extremely
     limited financial flexibility provided by IIT's nearly
     depleted financial cushion, exacerbated by a fiercely
     competitive operating environment, and the institute's
     overall constrained ability to materially raise revenues to
     reduce or eliminate operating losses;

  -- Importantly, IIT's senior management team, many of whom
     joined IIT over the past three years, has made recent
     progress in reducing excess endowment draws and implementing
     budgetary strategies to better align annual operating
     expenditures with revenues going forward;

What Could Trigger A Downgrade?:

  -- Inability to effectuate sustained, material improvement in
     operating performance, inclusive of a spending policy defined
     annual payout from endowment;

  -- Further deterioration of balance sheet resources from fiscal
     2010 levels;

  -- Failure to maintain stable enrollment, including at the
     undergraduate level, where plans to institute a phased
     tuition increase would have their greatest potential negative
     impact.

Security:

The bonds are secured by a general obligation pledge of IIT.  The
series 2009 bonds are additionally secured by a cash-funded debt
service reserve.

Credit Summary:

IIT has historically produced a deeply negative operating margin,
averaging negative 15.4% over the past five fiscal years.
Including endowment payout, the operating margin remains negative,
with the average improving to only negative 7.1% - far below the
break-even level typically expected for an investment grade,
private university.  This budgetary imbalance has required IIT to
rely on significant excess endowment draws beyond the annual,
spending policy-defined, base distribution.  The history of
negative operating margins indicates an inherent mismatch between
revenues and expenses at IIT, which the current senior management
team has taken steps to address.  Beginning in fiscal 2010,
management's actions have resulted in a decreasing the excess
endowment draw required to support operations, and has budgeted to
eliminate the reliance on excess endowment draws entirely by
fiscal 2012.

While Fitch views management's decisive actions to correct the
operating issues favorably, the excess draws, in combination with
losses associated with investment in research ventures through the
IIT Research Institute and general market losses, have critically
depleted IIT's financial resources.  IITRI is a non-profit
research institute originally formed to work alongside and in
support of IIT, but operates as an independent organization.
IIT's available funds, defined by Fitch as cash and investments
not permanently restricted, have plummeted 95.3% over the past
five years.  As of fiscal 2010, IIT's available funds represented
only 3.2% of operating expenses and 3.5% of total debt.  IIT's
exposure to alternative investments (which amounted to
approximately 13.1% in fiscal 2010) further reduces IIT's
remaining financial flexibility.

IIT's enrollment has continued to grow year over year for the past
five fiscal years, reaching 7,774 on a headcount basis in fall
2010.  At IIT, graduate enrollment has historically comprised
approximately two-thirds of total enrollment, with traditional
undergraduate students making up the remainder.  Demand is
particularly strong at the graduate level, where the demand for
programs allows IIT to charge tuition premiums in certain fields.
In recent years, IIT has changed its approach to attracting
undergraduate students, focusing attention on students who
demonstrate a good fit with the institute's programmatic
offerings.  This strategy has resulted in a decline in application
volume since fall 2008 and a slight increase in acceptance rate.
However, the number of freshman matriculating at IIT has declined
for both fall 2009 and 2010 - a problematic trend given IIT's
annual revenue shortfalls and plans to increase net tuition
revenue through a plan to increase tuition rates.

Despite an overall strong demand for programs, IIT's continued
negative operating performance and significant deterioration of
resources prompted the United States Department of Education to
allow IIT's participation in the US$E student financial aid
programs only on a provisional basis for fall 2010 - 2012.  The
provisional status requires that IIT maintain an irrevocable
direct pay letter of credit payable to US$E.  Should the US$E take
further action eliminating the eligibility of IIT students to
participate in the SFA programs, the potential negative impact on
enrollment (particularly at the undergraduate level) could be
significant, which could result in further negative rating
actions.

IIT is a private, nonsectarian technical engineering institute
established in 1940 through the merger of the Armour Institute of
Technology and the Lewis Institute, which were both founded in the
1890s.  IIT operates five campuses in the city of Chicago and its
suburbs.  Its main campus is located four miles south of downtown
Chicago, on a 128-acre complex of approximately 50 buildings.


INDUSTRIAS ARENERAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Industrias Areneras B&M Inc.
        P.O. Box 775
        Juncos, PR 00777

Bankruptcy Case No.: 11-01854

Chapter 11 Petition Date: March 4, 2011

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

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO.
                  Centro Internacional de Mercadeo
                  Carr 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01854.pdf

The petition was signed by Carlos Beltran Rodriguez, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Carlos L. Beltran Rodriguez            09-06437   08/04/2009


INNOVIDA HOLDINGS: Receiver Takes Over, Can Pursue Chapter 11
-------------------------------------------------------------
Jay Weaver at the Miami Herald reports that Circuit Judge Valerie
Manno-Schurr has stripped entrepreneur Claudio Osorio of the
authority to run his high-tech housing business, replacing him
with a receiver empowered to seek a bankruptcy reorganization --
if necessary -- to protect lenders, investors and other creditors.

According to the report, circuit judge Manno-Schurr defined the
broad powers of the newly named receiver for Miami Beach-based
InnoVida Holdings, after finding Osorio, the company and others in
default for failing to turn over financial records in a lawsuit
brought by an investor, Miami businessman Chris Korge.

Mr. Korge, who poured $4 million into Mr. Osorio's company,
claimed he was deceived by the entrepreneur and asked the judge to
place InnoVida in receivership. Other investors and lenders are
expected to intervene in the receivership, including Osorio's Star
Island neighbor, Engin Yesil, who invested $8 million in InnoVida
and filed a separate lawsuit, notes Mr. Weaver.

In her order, circuit judge Manno-Schurr said "there is evidence
of mismanagement and fraud upon the rights of a minority
shareholder [Mr. Korge], which may threaten imminent danger of
loss of corporate assets."  Circuit Judge Manno-Schurr appointed
lawyer Mark Meland as InnoVida's receiver, with the "full
authority to act as the board of directors," replacing Mr. Osorio,
the company's chairman and CEO, and other officials.  The board
once listed former Florida Gov. Jeb Bush as a director.

The Miami Herald relates that in an interview, Mr. Osorio said the
company has total assets between $100 million and $200 million,
including $25 million in cash on hand.  He said he did not think
anyone other than himself would have the ability to run the
company, which makes high-tech wall panels for low-cost housing in
developing countries.

The judge gave the receiver powers to take "immediate" control of
the Company's assets, including the North Miami Beach factory,
bank accounts and inventory, adds Mr. Weaver.

Mr. Meland said he can also take possession of all of InnoVida's
computers, financial records and other documents.  He can also
investigate InnoVida to determine whether anyone associated with
the company may have "wrongfully, illegally or otherwise
improperly misappropriated or transferred" money from investors
such as Messrs. Korge and Yesil.

Bottom line: the receiver is entrusted by the judge to "maintain,
operate and preserve the assets of InnoVida," including the
"exclusive authority" to ask the judge for permission to place the
company in Chapter 11 bankruptcy if necessary.  Mr. Meland further
said he also cannot cease operations of the company without the
judge's consent.

At a court hearing Thursday, Manno-Schurr took Osorio's lawyer,
Robert Zarco, to task for his client's refusal to release
InnoVida's financial records, saying the entrepreneur defied 11 of
her orders.  Mr. Osorio's wife, Amarilis, a company director, and
Craig Toll, InnoVida's chief financial officer, were also named as
defendants in Mr. Korge's lawsuit.


KALIMATA INC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kalimata, Inc.
        1776 Whitten Road
        Memphis, TN 38134

Bankruptcy Case No.: 11-22284

Chapter 11 Petition Date: March 4, 2011

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

Judge: David S. Kennedy

Debtor's Counsel: William A. Cohn, Esq.
                  THE COHN LAW FIRM
                  291 Germantown Bend Cove
                  Cordova, TN 38018
                  Tel: (901) 757-5557
                  E-mail: info@cohnlawfirm.com

Scheduled Assets: $1,475,100

Scheduled Debts: $1,043,100

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb11-22284.pdf

The petition was signed by Aka Patel, president.


KATUMBH, LLC: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Katumbh, LLC
          fka Katumbh, Inc.
        530 E. Washington Street
        Petersburg, VA 23803

Bankruptcy Case No.: 11-31397

Chapter 11 Petition Date: March 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Alexander Hamilton Ayers, Esq.
                  AYERS & STOLTE, P.C.
                  710 Hamilton Street, Suite 300
                  Richmond, VA 23221
                  Tel: (804) 358-4731
                  E-mail: aayers@ayerslaw.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-31397.pdf

The petition was signed by Kulvinder K. Singh, managing member.


LAFAYETTE INVESTORS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lafayette Investors, LLC
        P.O. Box 11754
        Norfolk, VA 23517

Bankruptcy Case No.: 11-70954

Chapter 11 Petition Date: March 3, 2011

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

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, & RYAN, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.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 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-70954.pdf

The petition was signed by William J. Wilson, managing partner.


LANDMARK ATLANTIC: Court Prefers Case Dismissal, Not Conversion
---------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir finds that Landmark Atlantic Hess
Farm, LLC's case should be dismissed and that continuation of the
case in a chapter 7 is not in the best interests of the creditors
or the estate.  The Motion to Dismiss was filed by Merrill Cohen.
A Motion to Dismiss or Convert the case was filed by the United
States Trustee.  A copy of the Court's March 3, 2011 Memorandum of
Decision is available at http://is.gd/YlTlnjfrom Leagle.com.

Merrill Cohen is the Chapter 7 Trustee for the bankruptcy estates
of Tally, LLC and Michael Silver.  Mr. Cohen asserts standing as
an interested party to the Landmark bankruptcy case by virtue of
his status as a Defendant in the adversary proceeding, Landmark
Atlantic Hess Farm, LLC vs. Cohen, et al., Adversary No.
10-660D-K.

Landmark has challenged Mr. Cohen's standing to pursue dismissal
of the case.  The Court finds that the United States Trustee has
proven grounds that require the court to dismiss or convert
Landmark's case and therefore it is not necessary to decide
whether Mr. Cohen has independent standing.

Arlington, Virginia-based Landmark Atlantic Hess Farm, LLC, filed
for Chapter 11 bankruptcy (Bankr. M.D. Case No. 10-24656) on
June 29, 2010, represented by Craig Palik, Esq. --
cpalik@mhlawyers.com -- at McNamee, Hosea, Jernigan, Kim, Greenan
and Lynch, P.A., in Greenbelt, Maryland.  It scheduled $3,080,000
in assets and $3,350,016 in debts.  Hess Farm Partnership, an
affiliated entity, filed for Chapter 11 (Bankr. D. Md. Case No.
08-15348) on April 17, 2008.


LEVEL 3: Fitch Assigns 'B+/RR2' Rating to $500 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR2' issue rating to Level 3
Financing, Inc.'s $500 million issuance of 9.375% senior notes due
2019.  The notes will rank pari passu with Level 3 Financing's
existing senior unsecured indebtedness.  Proceeds from the notes
will be used primarily to redeem approximately $443 million
aggregate principal amount of Level 3 Financing's $1.25 billion
senior notes due 2014.  Level 3 Financing is a wholly owned
subsidiary of Level 3 Communications, Inc., and each have a 'B-'
Issuer Default Rating and a Stable Rating Outlook from Fitch.  As
of Dec. 31, 2010, LVLT had approximately $6.5 billion of debt
outstanding.

Fitch believes the issuance is positive for the company's credit
profile as it reduces the refinancing risk associated with its
2014 scheduled maturities.  As of Dec. 31, 2010, approximately
$2.9 billion of debt was scheduled to mature during 2014.  Outside
of the extension of the company's maturity profile, LVLT's credit
profile has not substantially changed.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants.  The
lingering effects of the recession weakened LVLT's credit and
operating profile during 2010.  Fitch anticipates that the
tendency for the demand for telecommunication services to lag
economic recovery will likely hamper revenue growth during the
first half of 2011 leading to nominal overall revenue growth for
the full year and a modest improvement in LVLT's operating profile
during 2011.

LVLT's weaker operating performance has resulted in an erosion of
credit protection metrics.  For the year ended Dec. 31, 2010,
leverage was 7.5 times, a marked increase from 7.04x as of
Dec. 31, 2009.  The focus of LVLT's capital structure strategy is
to strengthen the company's overall credit profile and efficiently
manage its maturity profile.  LVLT established a target leverage
ratio of 3.0x to 5.0x.  Fitch expects that total debt will decline
by approximately $199 million reflecting the repayment of current
maturities and that LVLT's leverage metric will range between 7.4x
and 7.6x as of year-end 2011.  Fitch believes that LVLT's credit
profile is firmly positioned within the current rating category.

LVLT's liquidity position is primarily supported by cash carried
on its balance sheet, which as of Dec. 31, 2010 totaled
approximately $616 million ($727 million on a pro forma basis
after considering the issuance of LVLT's 11.875% notes due 2019
issued in part in exchange for LVLT's 9% convertible notes due
2013, the redemption of LVLT's 5.25% convertible notes due 2011
and the issuance of Level 3 Financing's notes due 2019).  The
company does not maintain a revolver and relies on capital market
access to replenish cash reserves, which in Fitch's opinion limits
the company's overall financial flexibility.

Refinancing risk associated with LVLT's scheduled maturities had
been a long-standing ratings concern within the company's credit
profile; however, recent capital market activity has largely
mitigated the refinancing risks over the near term.  LVLT does not
have any maturities scheduled during the remainder of 2011, and
2012 scheduled maturities total approximately $299 million.  From
Fitch's perspective, LVLT's existing cash balance positions the
company to satisfy its 2012 scheduled maturities and to fund
anticipated free cash flow deficits during a period of expected
weak operating performance and free cash flow generation.
Considering capital market activity during the beginning of 2011,
LVLT's 2013 scheduled maturities total approximately $400 million
and $2.5 billion in 2014.  As previously demonstrated, Fitch
expects the company to maintain access to the capital markets and
bring the scheduled maturities in line with existing liquidity
resources and free cash flow expectations.

Following the generation of approximately $44 million of free cash
flow during 2009, the company swung to a free cash flow deficit of
approximately $97 million during 2010.  The weaker operating
performance along with higher levels of capital expenditures
contributed to the free cash flow deficit during 2010.  LVLT
increased its capital intensity to 11.9% during 2010 reflecting a
360 basis point increase relative to 2009.  The increase in
capital expenditures supports LVLT's higher order volume and the
level of demand the company is experiencing across its service
portfolio as a significant portion of the company's capital
expenditure is success based.  Additionally the company continues
to invest in its network to reduce incremental costs and to add
capacity.

Based on its expectation for stable operating margins and capital
intensity metrics substantially similar to those experienced
during 2010, Fitch does not expect LVLT to generate positive free
cash flow during 2011 and for the company to generate a minimal
amount (less than $50 million) during 2012.

Positive rating actions will likely be considered as the company
re-establishes sustainable revenue growth which Fitch expects
would lead to margin expansion, free cash flow generation and
strengthening credit protection metrics including driving leverage
below 6.5x while maintaining a stable liquidity profile.  Negative
rating actions would stem from leveraging merger and acquisition
activity, debt financed shareholder-friendly actions, revenue
declines that are larger and more persistent than expected,
operating margin compression, and elevated liquidity or
refinancing risks.

Fitch notes that weaker operating results experienced by LVLT
during the course of 2010 put Recovery Ratings at the lower end of
the 'RR2' assigned to the senior notes issued by Level 3 Financing
and the 'RR5' assigned to the senior convertible notes issued by
LVLT.  Continued erosion of LVLT's operating profile during 2011
may lead to lowering the Recovery Ratings and the issue-specific
ratings assigned to the debt issued by Level 3 Financing, Inc.,
and LVLT.


MACCO PROPERTIES: Creditors Panel Has OK to Hire Welch as Counsel
-----------------------------------------------------------------
The Official Unsecured Creditors' Committee in Macco Properties,
Inc.'s Chapter 11 bankruptcy case sought and obtained
authorization from the Hon. Niles Jackson of the U.S. Bankruptcy
Court for the Western District of Oklahoma to retain Welch Law
Firm, P.C., as counsel.

Welch will represent the Committee in the Debtor's bankruptcy
case.  Welch will be paid $260 per hour for its services.

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

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.


MAACO PROPERTIES: US Trustee Appoints 3 Members to Creditors Panel
------------------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 20, appoints three
members to the Official Committee of Unsecured Creditors in Maaco
Properties, Inc.'s Chapter 11 case.

The Committee members include:

1) Jackie L. Hill, Jr., Attorney
   210 Park Avenue, Suite 2800
   Oklahoma City, OK 73102
   Attention: Jackie L. Hill, Jr.
   Fax: (405) 232-4457
   Telephone: (405) 232-4456

2) Bristol Park Apartments, Tulsa, LLC; Canyon Creek Apartments
   Tulsa, LLC; Foxfire Apartments Tulsa, LLC; and Tower Crossing
   Apartments Tulsa, LLC
   Attention: Robert J. Haupt, Phillips Murrah P.C.
   101 N. Robinson Avenue, 13th Floor
   Oklahoma City, OK 73102
   Fax: (405) 235-4133
   Telephone: (405) 235-4100

3) Woodard Hernandez Roth & Day, L.L.C.
   257 N. Broadway Suite 300
   Wichita, KS 67202
   Attention: Chris Cole
   Fax: (316) 263-0125
   Telephone: (316) 263-4958

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.


MERUELO MADDUX: Seeks Relief from Paying Lawyers' Fees
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Meruelo Maddux Properties Inc. says the cost of fighting two
competing reorganization plans leaves insufficient cash to pay
professionals.  Early in the case, the bankruptcy court approved a
process where professionals for the company and the two official
committees would be paid 80% of their monthly billings, absent
objection.  At a hearing on March 18, Meruelo Maddux will ask the
bankruptcy judge to relieve it of the obligation to pay
professionals on a current basis.

According to the report, Meruelo Maddux itself employs two
bankruptcy law firms, separate securities counsel, financial
advisers and an accounting firm.  The Company is also obligated to
pay lawyers and advisers for the two committees.

Mr. Rochelle notes that since the inception of the case, Meruelo
Maddux has incurred more than $17 million in professional expenses
for itself and the committees.  For six months ended Jan. 31,
given the courtroom fight over competing plans, the fees exceed
$9 million, according to court papers.

The Company, according to the report, is asking to be relieved of
the obligation to pay almost $2 million in fees for January.  If
the court approves, Meruelo Maddux would pay $500,000 pro rata
among the professionals.

The motion says the fees can be paid when the Company's plan is
confirmed and it draws down a $15 million loan.  The bankruptcy
judge authorized creditors to vote on the three plans.  The
hearing for confirmation of one of the plans began in late
January.  The competing plans came from lenders Legendary
Investors Group No. 1 LLC and East West Bank and from shareholders
Charlestown Capital Advisors LLC and Hartland Asset Management
Corp.

The bankruptcy court permitted the filing of competing plans in
May.

                      About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


METROPCS WIRELESS: Moody's Assigns 'Ba1' Rating to $1.5 Bil. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to MetroPCS
Wireless, Inc.'s new $1.5 billion term loan.  MetroPCS plans to
amend the terms of its Ba1 rated senior secured credit facility,
increasing its size by $1.5 billion in new debt that will mature
in 2018.  The company plans to use the proceeds to retire
$540 million outstanding under the credit facility that was
scheduled to mature in 2013 and to create the financial
flexibility to pursue spectrum acquisitions.  Moody's has also
affirmed Moody's positive outlook, reflecting the MetroPCS's
strong performance and expected improvements in credit profile
relative to its B1 Corporate Family Rating.

MetroPCS Wireless, Inc.

  -- Corporate Family Rating.B1
  -- Probability of Default Rating.B1
  -- Sr. Secured RCFBa1, LGD-2 (19%)
  -- Sr. Secured Term LoansBa1, LGD-2 (19%)
  -- Sr. Unsec. Notes - B2, LGD-5 (75%)
  -- SGL/Short-Term Rating - SGL-1
  -- Outlook - Positive

                        Ratings Rationale

Moody's has assigned a Ba1 rating to MetroPCS new $1.5 billion
senior secured term loan due 2018.  The new term loan will be
issued through an amendment and extension of the company's current
credit facility.  The company plans to use the proceeds of the new
term loan to repay its existing $540 million outstanding senior
secured term loan due in 2013 and to position itself to have the
financial flexibility to opportunistically purchase additional
spectrum assets over the next 12-18 months.  The amendment to the
credit faclity will also increase the revolving credit facility to
$105 million from $67.5 million prior and loosen the agreement's
financial covenants.  Following this refinancing action, MetroPCS
will have no material debt maturities before 2016 and a cash
balance exceeding $2.0 billion.

Moody's continues to believe that MetroPCS will seek to acquire
additional spectrum capacity as it grows its subscriber base of 3G
and 4G data customers.  Moody's project that the company will
spend approximately $1.0 billion over the next 12-18 months to
acquire this needed spectrum.  However, this investment will
offset capital spending which would otherwise be required to
increase network density as spectrum utilization became
constrained.

Moody's maintains a positive outlook on MetroPCS based on its
strong growth and lower churn despite an environment that is
increasingly competitive due in part to U.S. wireless penetration
nearing 100%.  In addition to solid execution, the positive
outlook reflects Moody's view that the company's credit metrics
will continue to improve from strong growth, low churn and stable
ARPU and margins.  Moody's believes that MetroPCS's operating
performance will result in modest deleveraging and a meaningful
improvement in free cash flow.  Moody's project that leverage,
measured as Debt to EBITDA (Moody's adjusted), will increase
slightly to approximately 4.0x at year-end 2011, but will fall to
approximately 3x by year end 2013 as a result of EBITDA growth.
Free cash flow as a percentage of debt is projected to
approximately double to 10% during this timeframe.

Moody's Senior Vice President Dennis Saputo commented, "MetroPCS
is a mini-juggernaut, growing at a pace higher than the industry
average while transforming into a strong cash-generating
business." Moody's anticipates that MetroPCS will accumulate a
significant cash position over the next 2-3 years as capex
declines and margins expand, both at a modest pace.

MetroPCS's B1 CFR reflects the positive factors referenced above,
offset by the company's small scale and the intensely competitive
status of the wireless communications industry.  MetroPCS's price-
centric strategy could be duplicated by peers, many of which are
much larger and better capitalized.  Although Moody's feels that
the industry has exhibited price discipline, the potential exists
for competitors to undercut MetroPCS to gain market share while
sacrificing margins.  Additionally, the network costs incurred by
the growth in data services could adversely impact profitability.

The $1.5 billion senior secured term loan is rated Ba1 (LGD-2,
19%), three notches above the company's B1 CFR due to the senior
secured status of the debt and the loss aborption offered by
MetroPCS's existing $2.0 billion of unsecured notes (rated B2,
LGD-5).

MetroPCS's rating could be moved up if the company continues on
its current growth trajectory while keeping churn and pricing
stable, which would result in rapidly increasing earnings and cash
flows.  Specifically, Moody's could raise MetroPCS's rating if its
leverage is likely to approach 3.0x amid stable EBITDA margins and
if free cash flow were to improve to between 5% to 10% of total
debt (note that all cited financial metrics are referenced on a
Moody's adjusted basis).

Downward rating pressure could develop if the Company's leverage
trends toward 4.5x or if free cash flow falls below 2% of total
debt.  In addition, lower EBITDA margins, declining to below 30%
on a sustained basis or a significant deterioration in its
liquidity profile could pressure the rating downward.

Moody's last rating action for MetroPCS was on November 5, 2010
when the company's $1.0 billion senior unsecured notes were rated
B2 and the company's outlook was revised to positive from stable.


MONTEBELLO, CA: Fiscal Mess Raises Insolvency Fears
---------------------------------------------------
The Los Angeles Times reported last month that millions in
Montebello city funds have been mismanaged or drained from off-
the-books accounts, leaving officials scrambling for explanations
and prompting fears about the city's solvency.  Federal officials
say Montebello misused $1.3 million in federal housing money and
want it back; a city official discovered $5 million in debt a few
weeks ago; and the city has been sued by a businessman who alleges
it illegally borrowed up to $19 million from its redevelopment
agency last fall.


MORGANS HOTEL: JV Assigns Stake in LV Hard Rock Hotel to Lender
---------------------------------------------------------------
Morgans Hotel Group Co. announced that the Hard Rock joint
venture, in which the company holds a minority interest, has
reached a settlement agreement with its lenders effective March 1,
2011.  Pursuant to the terms of the settlement, the Hard Rock
joint venture's equity interests in the Hard Rock Hotel & Casino
in Las Vegas have been transferred to the first mezzanine lender
and MHG's management agreement has been terminated.

Fred Kleisner, Chief Executive Officer of Morgans, said, "The Las
Vegas market has faced significant headwinds since 2008 and as a
result we consistently reduced our equity interest in the Hard
Rock JV following our initial investment.  This settlement
agreement is the final step for Morgans to completely exit the
Hard Rock investment and increase our focus on an asset light
strategy that further builds our Morgans brands in growing
markets."

With this agreement, MHG has been released from any liability for
the Hard Rock debt, and from all of its guarantee obligations with
regard to this property.  As a result of the settlement, MHG will
also no longer be subject to gaming regulations which previously
imposed compliance costs and certain filing and suitability
requirements on the Company's stockholders over certain ownership
levels, among other things.  While the conclusion of the Hard Rock
relationship will reduce MHG's management fees in the short term,
MHG has been focused on its existing brands such as Delano and
Mondrian and has been successful in signing new and more secure
contracts.  MHG recently announced the opening of the Mondrian in
SoHo and the signing of four new Morgans Hotel Group branded hotel
management agreements including two for new Delano hotels.

                            Forbearance

As reported by the Troubled Company Reporter on Feb. 15, 2011, two
subsidiaries of Hard Rock Hotel Holdings, LLC, a joint venture
through which they hold a minority interest in the Hard Rock Hotel
& Casino, received a notice of acceleration on Jan. 28 from NRFC
HRH Holdings, LLC, pursuant to the First Amended and Restated
Second Mezzanine Loan Agreement, dated as of Dec. 24, 2009,
between the Second Mezzanine Subsidiaries and the Second Mezzanine
Lender, declaring all unpaid principal and accrued interest under
the Second Mezzanine Loan Agreement immediately due and payable.
The amount due and payable under the Second Mezzanine Loan
Agreement as of Jan. 20 was roughly $96 million.

The Second Mezzanine Lender also notified the Second Mezzanine
Subsidiaries that it intended to auction to the public the
collateral pledged in connection with the Second Mezzanine Loan
Agreement, including all membership interests in certain
subsidiaries of the Hard Rock Joint Venture that indirectly own
the Hard Rock Hotel & Casino and other related assets.

The First Mezzanine Subsidiaries, the Second Mezzanine
Subsidiaries, certain other subsidiaries of the Hard Rock Joint
Venture, Vegas HR Private Limited, Brookfield Financial, LLC -
Series B, the Second Mezzanine Lender, Morgans Group LLC, certain
affiliates of DLJ Merchant Banking Partners, and certain other
related parties have entered into a Standstill and Forbearance
Agreement, dated as of Feb. 6, 2011.  Among other things, until
February 28, 2011, the Mortgage Lender, First Mezzanine Lender and
the Second Mezzanine Lender agreed not to take any action or
assert any right or remedy arising with respect to any of the
applicable loan documents or the collateral pledged under such
loan documents, including remedies with respect to the Hard Rock
management agreement.  The Mortgage Lender's agreement to
standstill is subject to certain conditions. In addition, pursuant
to the Standstill and Forbearance Agreement, the Second Mezzanine
Lender agreed to withdraw its foreclosure notice, and the parties
agreed to jointly request a stay of all action on the pending
motions that had been filed by various parties to enjoin such
foreclosure proceedings.

The parties to the Standstill and Forbearance Agreement are
engaged in continuing discussions regarding the obligations of the
parties under the Hard Rock loan documents and disposition of the
related collateral and other related agreements.

                        The Hard Rock Hotel

In connection with Hard Rock Hotel Holdings LLC's acquisition of
the Hard Rock in 2007, certain subsidiaries of the joint venture
entered into a debt financing comprised of a senior mortgage loan
and three mezzanine loans, which provided for a $760.0 million
acquisition loan that was used to fund the acquisition, of which
$110.0 million was subsequently repaid according to the terms of
the loan, and a construction loan of up to $620.0 million, which
was fully drawn and remains outstanding as of Sept. 30, 2010,
for the expansion project at the Hard Rock.

According to Morgans Hotel's Form 10-Q for the quarter ended Sept.
30, 2010, "Due to the downturn in the Las Vegas economy and Hard
Rock's high degree of leverage and seasonality, Hard Rock's
operating cash flows have not been sufficient to cover debt
service under the Hard Rock Credit Facility for the nine month
period ended Sept. 30, 2010 and there were months when the
joint venture was forced to use funds from the reserves it had
established under the Hard Rock Credit Facility to meet its
liquidity needs."

"The joint venture anticipates that it will not be able to fully
fund both its operating expenses and its debt service on the Hard
Rock Credit Facility, solely from its revenues until the economic
conditions affecting Las Vegas have improved from their current
conditions.  The joint venture is reviewing its options to
identify the best possible resolution to its liquidity position,
including pursuing discussions with the joint venture's lenders."

NorthStar Realty Finance Corp., is a participant lender in the
Hard Rock Credit Facility.

                About Hard Rock Hotel Holdings

Hard Rock Hotel Holdings, LLC, is a joint venture formed in
January 2007 to acquire the Hard Rock Hotel & Casino in Las Vegas.
In February 2007, Hard Rock Hotel, funded one-third, or
approximately $57.5 million, by the Morgans Hotel, and two-thirds,
or approximately $115.0 million, by DLJ Merchant Banking Partners,
completed the acquisition of Hard Rock Hotel & Casino in Las
Vegas.

Hard Rock Hotel had assets of $1.29 billion, liabilities of
$1.43 billion and members' deficit of $143.3 million as of Sept.
30, 2010.

Net loss was $80.0 million on $179.3 million of net revenue for
nine months ended Sept. 30, 2010, compared with a net loss of
$70.1 million on $126.06 million of net revenue for nine months
ended Sept. 30, 2009.

                     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.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.

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.


MORITZ WALK: Must File Plan by April 15 to Avoid Foreclosure
------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul granted in part, and denied, in
part, Green Bank, N.A.'s Motion for Relief from Stay in the
bankruptcy case of Moritz Walk, L.P.  The Court conditioned the
automatic stay on the Debtor's filing of a plan and a disclosure
statement by April 15, 2011, and obtaining confirmation of a plan
by July 11, 2011.  According to testimony presented to the Court,
as of Dec. 6, 2010, the Debtor owed Green Bank $2,318,564.  Green
Bank's security interest in the Debtor's real property is
subordinate to a tax lien for $164,000.  Judge Paul noted that the
Debtor's equity in property securing obligations to the bank's is
eroding, due to the continuing accrual of interest, both on the
Debtor's tax lien debt, and on the debt the Debtor owes to Green
Bank.  The Court held that adequate protection of Green Bank's
interest in the property requires that the Debtor act promptly to
propose a confirmable plan, and to obtain confirmation of the
plan.

A copy of Judge Paul's March 3, 2011 Memorandum Opinion is
available at http://is.gd/JiYyGcfrom Leagle.com.

Based in Houston, Texas, Moritz Walk, LP filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 10-41069) on Dec. 6, 2010,
represented by James B. Jameson, Esq. -- jbjameson@jamesonlaw.net
-- at James B. Jameson & Associates.  The Debtor scheduled assets
of $3,660,160 and debts of $3,392,181.


MORNINGSIDE HEIGHTS: Terrace in the Sky in Chapter 11
-----------------------------------------------------
Morningside Heights Restaurant Corp., doing business as Terrace in
the Sky, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-
10731) in Manhattan on Feb. 22, 2011.

Terrace in the Sky is a French-Mediterranean restaurant, located
at Columbia University property atop Butler Hall at 400 West 119th
St. in New York.  The Debtor estimated assets at up to $50,000 and
debts of up to $500,000 as of the Chapter 11 filing.

Constance Boozer at Colombia Spectator, citing papers filed with
the court, says Terrace in the Sky owes Columbia, one of its
largest creditors and its landlord, $87,000.  The Trustees of
Columbia University have been suing the restaurant for the past
year in civil court for failure to pay for occupancy of the space.
In addition, the restaurant owes $50,000 to the Internal Revenue
Service and $100,000 to the New York State Department of Tax and
Finance.

The Debtor is represented by:

       Lawrence F. Morrison, Esq.
       140 East 45th Street
       19th Floor
       New York, NY 10017
       Tel: (212) 655-3582
       Fax: (646) 539-3682
       E-mail: morrlaw@aol.com


MORTGAGE LENDERS NETWORK: Authorized to Destroy Files
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
what remains of Mortgage Lenders Network USA Inc. was authorized
by the bankruptcy judge last week to destroy 11,000 boxes of
documents and more than three terabytes of digital information.
The documents can be destroyed after March 27.  The records to be
destroyed include loan files that have been sought from time to
time by third parties looking for mortgages, deeds, assignments,
and the like.

                      About Mortgage Lenders

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- was once the 15th largest mortgage
lender in the United States.  The Company filed for Chapter 11
protection on February 5, 2007 (Bankr. D. Del. Case No. 07-10146).
Pachulski Stang Ziehl & Jones LLP represents the Debtor.  Blank
Rome LLP represents the Official Committee of Unsecured Creditors.
In the Debtor's schedules of assets and liabilities filed with the
Court, it disclosed total assets of $464,847,213 and total debts
of $556,459,464.

The Honorable Peter J. Walsh approved the Company's liquidating
Chapter 11 plan in February 2009.  A full-text copy of the
Debtor's First Amended Liquidating Plan under Chapter 11 of the
Bankruptcy Code, dated December 19, 2008, is available at
http://is.gd/1a3YGat no charge.


MOSDOS CHOFETZ: Board's Approval of Site Plan Voids Violations
--------------------------------------------------------------
Steve Lieberman at The Journal News' LoHud.com reports that Mosdos
Chofetz Chaim, the yeshiva trying to develop an adult-student
housing complex, can rent its units, despite evidence it was in
violation of a state judge's order and Ramapo laws for already
beginning to house students.

According to the report, town officials say an approval by the
Ramapo Planning Board of the final site plan for the yeshiva
devlopment on Grandview Avenue voids any past violation claims and
allows the yeshiva to operate.  Officials said only the state
judge hearing contempt charges against Mosdos Chofetz Chaim can
overrule the board's approval.

The Journal News notes opponents involved in litigation with the
yeshiva and Ramapo are planning to appeal.  Until the judge rules,
the Planning Board's approval legalizes any occupancies in the
development of 60 units in 12 buildings and a religious study
center.

Ramapo Town Attorney Michael Klein said the Planning Board
decision also prevents the Building Department from issuing the
violation notices to the yeshiva for illegal occupancies, notes
The Journal News.

Mosdos Chefetz Chaim Inc. c/o Rabbi Aryeh Zaks filed for Chapter
11 bankruptcy protection on Jan. 18, 2011 (Banr. S.D. N.Y. Case
No. 11-22062).  Judge Robert D. Drain presides over the case.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Green
Genovese & Gluck P.C., represents the Debtor.  In its petition,
the Debtor disclosed $4,530,000 in assets, and $16,412,113 in
debts.


MSCI INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
MSCI, Inc., to Ba1 from Ba2 and assigned a Ba1 rating to the
proposed $1.125 billion amended term loan.  The amended term loan
due 2017 will replace the company's existing term loan due in
2016.  Moody's also affirmed the SGL-1 speculative grade liquidity
rating.  The rating outlook was revised to stable from positive.

Moody's took these rating actions (LGD assessments revised):

* Assigned $1.125 billion secured term loan due 2017, Ba1 (LGD 3,
  34%)

* Upgraded $1.275 billion secured term loan due 2016, to Ba1 (LGD
  3, 34%) from Ba2 (LGD 3, 33%) -- rating to be withdrawn upon
  completion of the refinancing

* Upgraded $100 million secured revolving credit facility due
  2015, to Ba1 (LGD 3, 34%) from Ba2 (LGD 3, 33%)

* Upgraded Corporate Family Rating, to Ba1 from Ba2

* Upgraded Probability of Default Rating, to Ba2 from Ba3

* Affirmed Speculative Grade Liquidity Rating, SGL-1

                        Ratings Rationale

"The upgrade reflects solid pro forma revenue and profitability
growth in fiscal 2010, a rebound in customer retention rates and
new subscription sales, Moody's expectation of further
deleveraging through EBITDA growth and debt repayments, and strong
growth opportunities in the index and risk management business
lines" stated Lenny Ajzenman, Senior Vice President at Moody's.

The Ba1 Corporate Family Rating is supported by MSCI's leading
market positions, a stable recurring subscription base, strong
growth of international exchange traded funds and significant
product line and geographic diversification.  Pro forma financial
strength metrics are solid and position the company well in the
rating category.  The company has made significant progress
towards its goal of achieving $50 million of run rate cost
synergies related to the RiskMetrics acquisition by the end of
fiscal 2011.  The ratings are principally constrained by a
relatively moderate revenue base (which is also small for the
rating category), a short track record as a standalone publicly
traded company and history of acquisitions.  The ratings also
reflect declining revenues in the portfolio analytics and
governance business lines, and potential volatility in index
revenues derived from asset-based fees.

The stable outlook reflects Moody's anticipation of a moderate
improvement in financial strength metrics in fiscal 2011 driven by
EBITDA growth and the use of free cash flow to reduce term debt.
The company's performance should continue to benefit from solid
secular growth trends supporting the growth of ETF's,
international indices and risk management products.

Given the company's relatively moderate revenue base, short tenure
as a standalone public company and history of growth through
acquisitions, Moody's is unlikely to upgrade the ratings in the
near term.  Over the medium term, a material expansion of the
revenue base to over $1.2 billion, a sustained improvement in
financial leverage to about 3 times, steady top and bottom line
growth, and a track record of conservative financial policies
could lead to an upgrade.

The ratings could be pressured by a substantial erosion in
profitability or credit metrics due to a loss of market share, a
more difficult pricing environment or a change to more aggressive
financial policies.  If Moody's comes to expect debt to EBITDA and
free cash flow to debt to be sustained at over 4 times and under
10% respectively, a downgrade is possible.

The last rating action on MSCI was on March 23, 2010, when Moody's
assigned a Ba2 to a proposed $1.375 billion credit facility,
affirmed the Ba2 Corporate Family Rating and changed the rating
outlook to positive from developing.

MSCI is a leading global provider of investment decision support
tools, including indices, portfolio risk and performance analytics
and corporate governance products and services.  Reported revenues
for the fiscal year ended November 30, 2010, were $663 million.


MSR RESORT: Paulson, Five Mile Offer $30 Million Loan
-----------------------------------------------------
MSR Resort Golf Course LLC; MSR Biltmore Resort, LP; MSR Grand
Wailea Resort, LP; MSR Desert Resort, LP; MSR Resort Hotel, LP;
MSR Resort Silver Properties, LP; and MSR Claremont Resort, LP,
ask for authorization from the Hon. Sean H. Lane of the U.S.
Bankruptcy Court for the Southern District of New York to obtain
postpetition secured financing from a syndicate of lenders led by
Paulson Real Estate Recovery Fund, LP and Five Mile Capital II CNL
DIP Administrative Agent LLC.

Paulson Real Estate Recovery Fund, LP and Five Mile Capital II
Equity Pooling LLC, as DIP Lenders, have committed to provide up
to $30 million.  The DIP Debtors seek authority on an interim
basis to borrow up to $5 million of the committed amount.

A copy of the DIP financing agreement is available for free at:

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

Paul M. Basta, Esq., at Kirkland & Ellis LLP, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP Lenders will be granted a perfected, first-priority
security interest and lien upon all pre- and post-petition
property of the Debtors, and a perfected security interest in and
lien upon all pre- and post-petition property of the DIP Debtors
that is subject to valid, perfected and non-avoidable liens in
existence prior to the Petition Date or to valid and non-avoidable
liens in existence prior to the Petition Date that are perfected
subsequent to the Petition Date.

DIP Obligations will be immediately due and payable on, among
other things: (i) the 12th month after the date on which the
Closing Date occurs, (ii) five Business Days following notice to
the Debtors, their counsel, counsel for any Committee and the U.S.
Trustee of the occurrence of the maturity of the DIP Obligations
upon acceleration of the DIP Obligations and termination of the
Commitment in accordance with the DIP Agreement, (iii) the failure
of the Debtors to obtain a final court order on the terms set
forth herein, with modifications as may be satisfactory to the DIP
Agent, on or before the date that is 30 days after the date on
which the interim court order is entered, (iv) the closing date of
a sale of all or substantially all of the assets or businesses of
the Debtors, following entry by the Court of an order authorizing
and approving the sale pursuant to section 363 of the U.S.
Bankruptcy Code, and (v) the effective date of a plan of
reorganization or liquidation in the cases confirmed by the Court.

The loans will accrue interest at a rate per annum equal to the
LIBO Rate plus 3.00%.  In event of default, the Debtors will pay
an additional 1.00% per annum.

The Debtors agree to pay the DIP Agent a commitment fee in an
amount equal to 1.00% of the DIP Lender's Commitment Amount.

The DIP Facility Debtors agree to pay on demand all reasonable and
documented out-of-pocket fees and expenses of the DIP Agent and
the DIP Lenders.

The Debtors covenant that until the date on or after the maturity
date on which all obligations have been paid in full in cash, the
Debtors will perform the obligations, including: (a) the
administrative borrower will furnish the DIP Agent and the DIP
Lenders copies of certain financial statements, reports, notices
and information; (b) the Debtors will pay and discharge all post-
Petition Date taxes, assessments and other similar governmental
charges or levies, fees or charges imposed in connection with the
collateral and the execution and delivery of the DIP documents;
(c) each borrowing Debtor will jointly and severally pay all
filing, registration and recording fees and all expenses incident
to the execution and acknowledgement of any DIP document.

Cash Collateral

The Debtors also seek to continue using the Cash Collateral to
provide additional liquidity.

As of the Petition Date, the Debtors had secured debt in the
aggregate amount of approximately $1.525 billion, consisting of
(a) a $1 billion mortgage loan from Bank of America, National
Association, as successor by merger to LaSalle Bank National
Association, as trustee for the Certificate Holders of Deutsche
Mortgage & Asset Receiving Corporation, COMM 2006-CNL2 Commercial
Mortgage Backed Certificates; and (b) four tranches of mezzanine
loans in the aggregate principal amount of $525 million.

The Mortgage Loan is secured by cross-collateralized and cross-
defaulted first priority mortgages on certain of the Debtors'
properties, including the Debtors' resorts, and the products and
proceeds thereof, including the cash generated by the resort
operations.  In addition to the Prepetition Mortgages, the
Mortgage Loan is secured by pledges of the equity interests of the
brokerage entities.

The Mezzanine Loans are secured by pledges of equity.  The
Mezzanine Loans are not secured by any of the Resorts or any of
the other collateral securing the Mortgage Loan, including the
cash and proceeds generated from the resorts.  As of the Petition
Date, the Mezzanine Loans were held by Metropolitan Life Insurance
Company; 450 Lex Private Limited, a Singapore corporation; C Hotel
Mezz Private Limited, a Singapore corporation; and Five Mile
Capital SPE B LLC.

As adequate protection, the Prepetition Secured Parties will
receive (i) a perfected replacement lien and security interest in
and valid, binding, enforceable and perfected liens on each of the
Debtors' rights in, to, and under all present and after-acquired
property and assets; and (ii) an allowed superpriority
administrative expense claim.  The Debtors will provide the
Prepetition Secured Parties with:

  a. Payment of Interest.

  b. Non-Mortgage Borrower Superpriority Claims. If any Debtor
     that is not a Mortgage Borrower is a direct or indirect
     recipient of Cash Collateral, or receives benefit from the
     use of Cash Collateral, the Prepetition Secured Parties also
     will receive a Superpriority Claim against each Debtor that
     is not a Mortgage Borrower Debtor;

  c. Expense Reimbursement of Servicer and Mortgage Lender; and

  d. Reporting.  The Debtors will deliver to the Servicer, by no
     later than the 10th day of each calendar month, a report for
     each Mortgaged Property and for all Mortgage Borrowers
     combined showing in reasonable detail, including an
     identification of the property generating receipts, incurring
     expenditures or the method of allocating a joint expenditure
     among the properties, a comparison of actual receipts and
     disbursements for the prior calendar month against the
     receipts and disbursements projected in the cash budget for
     that period.

The Debtors will deliver to the servicer a proposed cash budget
covering the subsequent 13-week period by no later than the first
calendar day of each month.  The Debtors will also deliver to the
servicer a proposed accrual budget covering the subsequent three-
month period by no later than the 10th calendar day of each month.

In the event that the servicer fails to approve any of the
proposed budgets, the Debtors will be permitted to continue to use
Cash Collateral for the six-week period beginning on the eighth
business day from the date upon which the proposed budgets were
due; provided, however, that the Debtors' continued use of Cash
Collateral during that time must be in accordance with the already
approved cash budget and accrual budget.

A hearing to consider entry of an order authorizing the Debtors'
continued use of Cash Collateral on an interim basis will be held
on March 15, 2011, at 5:00 p.m., prevailing Eastern Time.

                           *     *     *

Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Paulson & Co., one of the owners of five resorts foreclosed in
January, was selected along with Five Mile Capital Partners LLC to
provide $30 million in subordinate secured financing for the
properties' Chapter 11 reorganization.

According to the report, Government of Singapore Investment Corp.,
a sovereign-wealth fund that holds $360 million in mezzanine debt,
was also offering financing.  The hearing for approval of
financing is set for March 15.

Mr. Rochelle relates that the resorts say in their court filing
that cash flow from the properties will be sufficient to pay
operating expenses and debt service.  The loan is needed to cover
professional costs and capital expenses.

The loan, Mr. Rochelle notes, would be subordinate to existing
secured claims.  It would not contain case control provisions
requiring a sale within a specified time.  The one-year loan would
bear interest at 3 percentage points above the London interbank
borrowed rate.  There will be a 1% commitment fee.  From the loan,
$5 million would be available on an interim basis.  The Singapore
government fund has offered to buy the resorts for $1.475 billion.
The price would be made up of $1.115 billion cash to cover what
equates to the first mortgage and the first layer of $115 million
in mezzanine debt.  The remainder of the price would be a so-
called credit bid using the second and third mezzanine loans that
the fund owns in the total amount of $360 million.

                      February 28 Hearing

According to Mr. Rochelle, a lawyer for MSR Resort and its
affiliates told the bankruptcy judge in court at a hearing Feb. 28
that there is a "growing dispute" to play out in court with
Government of Singapore Investment Corp.

The Singapore government fund offered to buy the resorts for
$1.475 billion in a combination of stock and exchange for existing
debt.  Singapore's offer includes $1.115 billion cash to cover
what equates to the first mortgage and the first layer of $115
million in mezzanine debt.  The remainder of the price would be a
credit bid using the second and third mezzanine loans that the
fund owns in the total amount of $360 million.  The fund
is willing to be the stalking-horse at an auction.  The resorts'
lawyer told the judge they want to work on financing and cost
cutting before considering a sale of one or more hotels or
potentially reorganizing as a whole.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc.  A joint
venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the
resorts before the foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MWM CARVER: Files Chapter 11 Petition for Full-Payment Sale
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the owner of the 407-unit Carver Terrace apartment building on
Maryland Avenue in the District of Columbia filed for Chapter 11
protection on March 3 while it prepares to sell the property.  The
owner says it is "finalizing" a sale that will pay all secured and
unsecured claims in full.  Federal National Mortgage Association
is owed $8.3 million on a mortgage. Unsecured claims are about
$740,000, court papers say.  The property is 75% occupied. Monthly
rental is more than $41,000, court papers say.

MWM Carver Terrace LLC filed a Chapter 11 petition (Bankr. D. D.C.
Case No. 11-00168) on March 3, 2011, in Washington. Brent C.
Strickland, Esq., at Whiteford, Taylor, & Preston L.L.P., in
Baltimore, Maryland, serves as counsel.  The Debtor estimated
assets of $10 million to $50 million and debts of $1 million to
$10 million as of the chapter 11 filing.

MWM Carver's case summary was published in yesterday's Troubled
Company Reporter.


NATIONAL JOCKEY CLUB: Judge Dismisses Suit v. Carey
---------------------------------------------------
Bankruptcy Judge Pamela S. Hollis dismissed Counts I and II in the
suit, DII Northwest LLC (in the name of National Jockey Club), v.
Thomas Carey, III, Adv. Pro. No. 10 A 00302 (Bankr. N.D. Ill.), at
the defendant's behest.  Count I asserts a claim for turnover of
property of the estate.  Count II asserts a claim under Illinois
state law for breach of fiduciary duty.

A copy of the Court's March 3, 2011 Memorandum Opinion is
available at http://is.gd/p0w7SSfrom Leagle.com.

Cicero, Illinois-based National Jockey Club is an organization
that conducts thoroughbred horse racing meets.  National Jockey
Club filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
06-13247) on Oct. 17, 2006, represented by Chad H. Gettleman,
Esq., at Adelman & Gettleman, in Chicago.  In its petition, the
Debtor estimated $1 million to $100 million in assets and debts.


NAT'L MEMORIAL PARK: Rasmus Auctioneers Conducts Liquidation
------------------------------------------------------------
Rasmus Auctioneers, Inc., disclosed the online liquidation auction
of burial plots at National Memorial Park, according to
Christopher R. Rasmus.

"We are making a complete liquidation of 66 in-ground burial plots
by order of the US Bankruptcy Court," explained Rasmus.  "These
plots are located on beautifully maintained grounds with rolling
hills and mature shade trees."

Located at 7482 Lee Highway in Falls Church, Va., in the Northern
part of the state, National Memorial Park is 200 acres of natural
beauty that was established in 1933.  The park is just a short
drive away from Washington, D.C., and contains several
multicultural sections and a number of monuments and memorials,
including the Fountain of Faith created by Carl Mills, a world-
renowned Swedish artist.

There is a transfer fee of $200 per buyer (not per plot).  This
online only auction will begin closing on Friday, March 11, 2011.
Bidders must register prior to bidding.  Items may be inspected
during scheduled preview times. For more details and terms, visit
http://www.rasmus.com/or call (703) 768-9000.

R.L. Rasmus Auctioneers, Inc. was founded in 1981 to provide asset
recovery and auction services to the legal, banking and business
community.  Emerging out of the technology and used equipment
business, Rasmus has been unconventional in its approach to asset
liquidation.  Rasmus is one of a handful of liquidators who has
combined the benefits of traditional liquidation techniques with
the power of the internet to create a liquidation model which is
fast, affordable, flexible, efficient and astoundingly effective.


NEBRASKA BOOK: Said to Tap Advisors for Possible Chapter 11
-----------------------------------------------------------
NBC Acquisition Corp. and its Nebraska Book Co. operating
subsidiary hired legal and financial advisers to help in
restructuring debt and preparing for a Chapter 11 filing if
necessary, Bill Rochelle, Bloomberg News' bankruptcy columnist,
reports, citing people familiar with the talks.

If there is a distressed exchange or a Chapter 11 filing, Goldman
Sachs Group Inc. and Cerberus Capital Management LP could end up
in control after purchasing debt at discount, the people said,
according to the report.

The $77 million of senior discount notes issued by the holding
company last traded on Feb. 23 at 52.5 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The notes have a
Caa3 rating from Moody's.

The $200 million of second-lien bonds of the operating company
traded March 2 at 101 cents on the dollar.  The notes are rated B2
by Moody's.

                        About Nebraska Book

Headquartered in Lincoln, NE, Nebraska Book Company is a leading
operating of on-campus and off-campus college bookstores.
Revenues in the last 12-month period ending Dec. 31, 2010, were
approximately $608 million.

The Company reported a $16.3 million net loss for the quarter
ended Dec. 31 on net revenue of $69.2 million.  The operating loss
was $13.3 million.

NBC Acquisition carries a 'Caa1' corporate family rating and
'Caa2' probability of default rating, with developing outlook,
from Moody's Investors Service.

In February 2011, Moody's said the downgrade of the PDR from
'Caa1' to 'Caa2' reflects the heightened default risk for the
company, which could include a transaction that Moody's would deem
a distressed exchange, as NBC faces significant near term debt
maturities.  Substantially all debt of Nebraska Book Company (the
operating entity) matures before March 15, 2012.  And because
other securities will mature during 2011, Moody's believes the
company must implement a comprehensive refinancing of its capital
structure over the next six to nine months.

The developing outlook reflects the uncertainty around NBC's
ability to execute a refinancing plan in the very near term.


NEW SOLUTIONS: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Solutions Collier, LLC
        1265 Creekside Parkway, Suite 400
        Naples, FL 34108

Bankruptcy Case No.: 11-04020

Chapter 11 Petition Date: March 4, 2011

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

Debtor's Counsel: Ronald G. Neiwirth, Esq.
                  FOWLER WHITE BURNETT PA
                  1395 Brickell Avenue, 14th Floor
                  Miami, FL 33131
                  Tel: (305) 789-9200
                  Fax: (305) 789-9201
                  E-mail: rgn@fowler-white.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-04020.pdf

The petition was signed by Phillip R. Wood and Edgar E. Davis,
president of managing companies.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
New Solutions Diamond                 11-04024            03/04/11
New Solutions, Ltd.                   11-04027            03/04/11


NEW STREAM: Investors Seek to Force Bankruptcy, Want Trustee
------------------------------------------------------------
creditors of New Stream Secured Capital Fund (U.S.) LLC filed a
petition (Bankr. D. Del. Case No. 11-10690) seeking to force the
fund into involuntary bankruptcy, saying the fund owes $320
million to U.S. and Cayman creditors.

The investors filed involuntary Chapter 11 petitions for other New
Stream affiliates including New Stream Secured Capital Fund P1
(Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman),
Ltd.

The petitioning investors in the New Stream investment enterprise
are collectively owed over $90 million, representing roughly 28%
of the approximately $320 million owed to all U.S. and Cayman
investors.  They claim to be mostly sophisticated investors,
including "funds of funds," whose moneys have been fraudulently
funneled to bankruptcy-remote entities in the New Stream
enterprise to preserve and even augment the collateral of
purported senior lien holders in a Bermuda feeder fund, a fund
which U.S. and Cayman investors had been assured would be
eliminated in a restructuring of the New Stream group in 2007.
The U.S. and Cayman investors claim they were further misled with
a costly 2009 "Restructuring Plan" that was a failure from the
inception because, despite New Stream's misrepresentations that
over 90% of investors had approved, the largest investor and the
most significant assets were excluded from its scope.

                      The New Stream Funds

The New Stream enterprise is an interrelated group of companies
that collectively constitute an investment fund.  The primary
operating entity for this enterprise is New Stream Secured
Capital, L.P., a Delaware limited partnership, the so-called
Master Fund.  All management, investment and administrative
functions for NSSC (and its subsidiaries and affiliates) are
provided by its general partner, New Stream Capital, LLC -- NSC or
the Fund Manager -- a Delaware limited liability corporation.  The
New Stream entities have no employees of their own.  New Stream
Insurance, LLC, a Delaware limited liability company, one of the
directly-owned subsidiaries of NSSC, owns a significant portfolio
of insurance-related investments, including life insurance
policies that the policy holder has sold to a third party
investor, in this case, NSI.

NSSC, until 2006 known as Porter Secured Capital Partners, LP,
began marketing direct limited partnership interests only to U.S.
investors in March 2003, as the fund documents prohibited foreign
investment.  In October 2005, New Stream organized what is now New
Stream Capital Fund, Limited, as a Bermuda segregated accounts
mutual fund company to enable foreign entities to invest in NSSC
and later NSI.

                        Prepackaged Plan

The Investors say the appointment of a Chapter 11 trustee is made
all the more urgent because New Stream's management and the
Liquidators have distributed a prepackaged joint plan of
liquidation along with a disclosure statement for which they are
currently soliciting support, which they propose to confirm
immediately following the filing of voluntary Chapter 11 petitions
by four New Stream entities no later than March 11, 2011.

"Now, through a proposed prepackaged plan for which votes are
currently being solicited by only four strategically-selected
prospective debtor entities of the New Stream group, the New
Stream debtors and management, and the principal beneficiaries of
purported senior liens, seek to obtain the Bankruptcy Court's
imprimatur for their scheme and to obtain releases for their
improprieties by majority vote obtained through woefully
inadequate and misleading disclosure," Counsel to the investors,
Joseph H. Huston, Jr., Esq., at Stevens & Lee, P.C., in
Wilmington, Delaware, relates.

This plan, according to Mr. Huston, offers a mere pittance to the
US/Cayman Investors, funded primarily with "gifts" from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago.

                        Chapter 11 Trustee

The petitioning investors are: The Latta Family Trust, Christiane
L. Latta Trust, Jean Y. Rose Revocable Trust, Irwin D. Yalom and
Marilyn Yalom, Robert Shostak and Nancy Shostak, Consulta
Collateral Fund PCC Ltd., Consulta Alternative Strategy Fund PCC
Ltd., Kas Trust Bewaarder Finles Alternative Bond Fund B.V., Kas
Trust Bewaarder Finles European Selector Fund B.V., Guernoy
Limited, SPL Private Finance (PF2) IC Ltd, The Stillwater Market
Neutral II, LP, The Stillwater Matrix Fund, L.P., The Stillwater
Market Neutral Fund III SPL - Stillwater Matrix PC, Stratos Non-
Directional Fund, LP, ZAM Asset Finance Limited ("ZAM AF"), Toledo
Fund LLC, ZCALL, LLC, Mont Blanc Fund - Select, Absolute Return
Partners, LLP, and Lillian Kling Trust.  They filed together with
the involuntary petitions a motion asking the bankruptcy court to
enter an order: (i) appointing a Chapter 11 trustee for the three
above-captioned US/Cayman Feeders prior to the entry of an order
for relief pursuant to 11 U.S.C. Secs. 1104(a) and 105 and Fed. R.
Bankr. P. 2007.1; or, in the alternative, (ii) appointing an
examiner pursuant to 11 U.S.C. Secs. 1104(c) and Fed. R. Bankr. P.
2007.1.

                          Ponzi Scheme

According to Mr. Huston, US Investors agreed to use $152 million
in existing direct investments in New Stream Secured Capital, L.P.
-- the principal operating entity, the "Master Fund" -- to
purchase investments in the US/Cayman Feeders and advanced $200
million in new money after being assured that the senior secured
position of the Bermuda Investors (i.e. investors in New Stream
Capital Fund, Limited) would be eliminated under a new fund
structure (the "2007 Restructuring") effective as of January 1,
2008, that all investments under the 2007 Restructuring in all New
Stream feeder funds would be pari passu, and that new investments
would be used by New Stream only as capital to acquire new
investment assets.

However, among other things, the senior secured positions of the
Bermuda Fund in NSSC's and NSI's assets were not eliminated by the
2007 Restructuring and most Classes of the Bermuda Fund retained
their senior security interests, giving them a claim to priority
in repayment over the US/Cayman Investors.

"New Stream's misrepresentations and failure to disclose the
Bermuda Fund's senior security interest was not atypical, for
dishonesty and fraud permeated many New Stream transactions.  A
Ponzi-like element of New Stream's scheme was the misuse of new
investments induced by the 2007 Restructuring.  Despite New
Stream's assurances that new investments would be used solely for
the acquisition of new investment assets, by the end of September
2008, new investment proceeds of over $200 million had been used
substantially to satisfy what were 2008 redemption payments
totaling over $170 million.  Those getting out just in time were
paid with the funds of those defrauded into getting in too late,"
Mr. Huston relates.

Another fraudulent component of New Stream's operations was the
inflated values New Stream attributed to its Life Settlement
Assets, NSI's principal asset and collateral for the debt owed to
Gottex Funds AB, a Swiss-based fund of funds and owner of the
Bermuda Fund's Classes C and I, Mr. Huston tells the Court.

"New Stream's motive for failing to write down its insurance
assets timely could have been grounded in one or more of (i)
fraud, since delaying the write-down delayed the redemptions which
would have inexorably followed, (ii) greed, since NSC's
compensation was a direct function of assets under management, or
(iii) incompetence and gross mismanagement. Nowhere on the
spectrum between gross mismanagement and fraud will New Stream
find a defense to the appointment of a Chapter 11 trustee."


NEW STREAM: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: New Stream Secured Capital Fund (U.S.), L.L.C.
                38 Grove Street, Building C
                Ridgefield, CT 06877

Bankruptcy Case No.: 11-10690

Involuntary Chapter 11 Petition Date: March 7, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Counsel for
Petitioners
and Related Entities: Joseph H. Huston, Jr., Esq.
                      Maria Aprile Sawczuk, Esq.
                      Meghan A. Cashman, Esq.
                      STEVENS & LEE, P.C.
                      1105 North Market Street, 7th Floor
                      Wilmington, DE 19801
                      Tel: (302) 425-3310
                           (302) 425-3306
                           (302) 425-3307
                      Fax: (610) 371-7972
                      E-mail: jhh@stevenslee.com
                              masa@stevenslee.com
                              maca@stevenslee.com

                               - and -

                      Beth Stern Fleming, Esq.
                      STEVENS & LEE, P.C.
                      1818 Market Street, 29th Floor
                      Philadelphia, PA 19103
                      Tel: (215) 575-0100
                      E-mail: bsf@stevenslee.com

                               - and -

                      Nicholas F. Kajon, Esq.
                      David M. Green, Esq.
                      Constantine Pourakis, Esq.
                      STEVENS & LEE, P.C.
                      485 Madison Avenue, 20th Floor
                      New York, NY 10022
                      Tel: (212) 319-8500
                      E-mail: nfk@stevenslee.com
                              dmg@stevenslee.com
                              cp@stevenslee.com

                               - and -


                      Edward Toptani, Esq.
                      TOPTANI LAW OFFICES
                      127 E. 59th Street, 3rd Floor
                      New York, NY 10022
                      Tel: (212) 699-8930
                      E-mail: edward@toptanilaw.com

                               - and -

                      John M Bradham, Esq.
                      David Hartheimer, Esq.
                      MAZZEO SONG & BRADHAM LLP
                      708 Third Avenue, 19th Floor
                      New York, NY 10017
                      Telephone: (212) 599-0700
                      E-mail: jbradham@mazzeosong.com
                              dhartheimer@mazzeosong.com

Debtor-affiliates also subject to Chapter 11 petitions:

  Debtor                                            Case No.
  ------                                            --------
New Stream Secured Capital Fund P1  (Cayman), Ltd.  11-10694
New Stream Secured Capital Fund K1 (Cayman), Ltd.   11-10696

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Irvin and Marilyn Yalom            Debt Owed              $168,000
851 Matadero Avenue
Palo Alto, CA 94360

Robert and Nancy Shostak           Debt Owed              $168,000
25 Larguita Lane
Portola Valley, CA 94028

The Latta Family Trust             Debt Owed              $166,000
1010 Westridge Drive
Portola Valley, CA 94028

Jean Y. Rose Revocable Trust       Debt Owed              $157,865
4101 Cathedral Avenue, NW
Washington, DC 20016
                                                        ----------
                                                          $659,865


NO FEAR RETAIL: Has Court's Nod to Reject 12 Unexpired Leases
-------------------------------------------------------------
No Fear Retail Stores, Inc., sought and obtained authorization
from the Hon. Margaret M. Mann of the U.S. Bankruptcy Court for
the Southern District of California to reject 12 unexpired leases
of nonresidential real property under which the Debtor is the
lessee.

A list of the affected properties is available for free at:

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

The leases are rejected as of the petition date, Feb. 24, 2011, or
the ate by which the Debtor relinquishes possession of the subject
premises to the landlord in broom swept condition.

To the extent any personal property remains on the premises of the
Rejected Leases, the landlord is authorized to dispose of such
personal property as it deems fit.

The Debtor said that the continued liabilities associated with the
Leases will impede the Debtor's opportunity to maximize the value
of the estate and are burdensome to the estate.  The Debtor
already closed all 12 stores operated at the properties covered by
the Leases.

The rejection of the Leases will avoid the continuing imposition
of administrative claims for rent or adequate protection against
the estate for properties where the reasonable business decision
is that marketing the Debtor's leasehold interest isn't cost
effective and wouldn't benefit the estate.  "The Leases either
relate to properties which are no longer profitable for the
Debtor, or have terms that are burdensome to the Debtor," the
Debtor said.

                       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.


NORDYKE VENTURES: Case Converted to Chapter 7
---------------------------------------------
Bankruptcy Judge Robert E. Nugent converted the Chapter 11 case of
Nordyke Ventures, LLC, to one under Chapter 7 of the Bankruptcy
Code.  Creditor Benton Holdings, L.L.C. sought dismissal or, in
the alternative, conversion.  Judge Nugent said cause exists to
dismiss or convert the case as not being brought in good faith and
that the best interests of the creditors and the estate will be
better served by converting the case to Chapter 7.  Judge Nugent
denied Benton's Motion for Stay relief without prejudice to afford
a Chapter 7 trustee an opportunity to review the Debtor's assets
and liabilities.  A copy of Judge Nugent's March 2, 2011
Memorandum Opinion is available at http://is.gd/plyhBtfrom
Leagle.com.

                      About Nordyke Ventures

Nordyke Ventures LLC, based in Wichita, Kansas, filed for Chapter
11 bankruptcy (Bankr. D. Kans. Case No. 10-13332) on Sept. 28,
2010.  W. Thomas Gilman, Esq. -- wtgilman@redmondnazar.com -- at
Redmond & Nazar, L.L.P.  In its petition, the Debtor estimated
under $50,000 in assets and $1 million to $10 million in debts.


NORTEL NETWORKS: Ex-Workers Want Fast-Track of Claim Status Bill
----------------------------------------------------------------
Toronto Sun reports that two former employees of Nortel Networks
appealed to Prime Minister Stephen Harper Thursday to fast-track a
bill that would keep their disability pensions flowing.

Bill C-624 would amend the Bankruptcy and Insolvency Act and the
Companies' Creditors Arraignment Act to protect employees on long-
term disability by granting them preferred status during
bankruptcy proceedings, according to Toronto Sun.

Toronto Sun says Liberal MP Mark Eyking, who tabled the bill last
month, is confident it will pass because it doesn't propose using
any taxpayer money.

According to Toronto Sun, Mr. Eyking said a fast-track is needed
because time is running out for the more than 400 Nortel employees
on long-term disability who lost their benefits Jan. 1.

Toronto Sun relates Mr. Eyking said 1.1 million Canadians work for
companies where disability benefits are self-insured by the
employees.  If their employer goes bankrupt, they become unsecured
creditors.

"They're left holding an empty bag, while the company walks away
from its responsibilities," Toronto Sun quotes Mr. Eyking as
saying.

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Posts $4.061 Billion Net Loss in 2010
------------------------------------------------------
Nortel Networks Corporation filed on March 4, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

The Company reported a net loss of $4.061 billion on $620 million
of revenues for 2010, compared to net income of $505 million on
$3.446 billion of revenue for 2009.

Net loss for 2010 included reorganization items of $3.595 billion
and interest expense of $306 million, partially offset by other
operating income of $281 million comprised primarily of billings
under transition services agreements and other income of
$83 million.

The Company's consolidated balance sheet showed $4.516 billion in
total assets, $11.007 billion in total liabilities, and a
stockholders' deficit of $6.491 billion.

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

               http://researcharchives.com/t/s?747e

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OCTAVIUS TOWER: Fitch Assigns 'CCC' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned a 'CCC' Issuer Default Rating to
Caesars' newly created subsidiary (Octavius Tower & Project Linq
Financing Subsidiary), which was created to facilitate the
financing and development of the Octavius Tower and Project Linq.
Fitch has also assigned a 'B-/RR3' rating to NewCo's $400 million
proposed senior secured term loans.  The 'RR3' Recovery Rating
implies good recovery prospects in event of default.

Additionally, Fitch has affirmed the IDRs on Caesars Entertainment
Operating Co. and Caesars Entertainment Corp. (parent) at 'CCC'
and Chester Downs and Marina LLC at 'B-'.  The full list of the
ratings beings affirmed is below.  The Rating Outlook remains
Stable.

The term loans will have a six-year maturity and will be secured
by the assets of Octavius Tower and the assets associated with
Project Linq.  The OpCo will transfer the unfinished Octavius
Tower and the land adjacent to the Imperial Palace, on which
Project Linq will be developed, to the NewCo.  Once the projects
are complete, the OpCo will lease the Octavius Tower and the
gaming component of Project Linq (O'Shea Casino) for a total of
$50 million per year.  The NewCo will also generate income from
leasing Project Linq's restaurant and retail outlets to third-
party vendors as well as from owning and operating the planned
observation wheel.  Caesars will provide a completion guarantee
with respect to Project Linq for up to $75 million and $25 million
with respect to Octavius Tower.  Caesars will also guarantee
interest payments until both projects open and guarantee to
provide equity cures for up to $50 million to ensure maintenance
of the term loan's leverage ratio covenants.  Beyond these
guarantees, the term loan is non-recourse to Caesars or CEOC.
Caesars or the OpCo will also contribute between $100 million to
$150 million in equity to complete the projects.

The above guarantees and the lease arrangement contribute
significantly to the strong IDR linkage between the NewCo and the
OpCo/Parent.  The 'CCC' IDR and the linkage also reflect the
integrated nature of the transferred assets vis-a-vis strategic
value and physical connectivity to the OpCo's Las Vegas
operations, particularly the flagship Caesars Palace.  Although
Fitch links the IDRs, in an event of Caesars'/OpCo's bankruptcy
filing Fitch believes that the OpCo is unlikely to reject the
leases given their strategic importance.  The strong recovery
prospect for the NewCo term loan mainly reflects Project Linq's
considerable land value that is being contributed with respect to
Project Linq and the assumption that the retail and restaurant
component of Project Linq will open and generate some level of
positive cash flow.  Fitch's RR analysis also considers the stand-
alone values of O'Shea Casino and the Octavius Tower in event OpCo
chooses to terminate either of the leases under an OpCo default
scenario.

Affirmation of Caesars' and CEOC' 'CCC' IDRs reflects the
company's highly leveraged capital structure; CEOC weak FCF
profile; deteriorating asset quality; a limited organic growth
profile; and a poor near-term market exposure profile.  Fitch also
recognizesthe company's solid liquidity position, minimal near-
term debt maturities, industry-leading U.S. business profile, and
solid track record of acquiring and disposing of gaming assets.
The transfer of assets out of CEOC is a slight negative with
respect to recovery prospects at CEOC in the event of default.
However, using those assets to secure project financing in order
to complete Project Linq and the Octavius Tower improves the
operational recovery prospects for CEOC.This transaction is
consistent with management's strategy of attempting to grow into
the highly leveraged capital structure, rather than seeking to
create a more sustainable capital structure by reducing debt.  The
company is betting that the positive operating leverage expected
to materialize on the Strip over the next couple of years will
drive significantly improved Las Vegas performance, with Project
Linq and the Octavius Tower helping to fuel that improvement.

The Stable Outlook is supported by the company's adequate
liquidity profile, which provides a cushion of a few years in
order for the LV operating recovery and the macro-economic
recovery to accelerate.  Given Caesars' highly levered balance
sheet and refinancing needs in 2015, Fitch does not believe the
company could manage through another decline in economic activity.

CEOC's full-year 2010 property EBITDA net of cash-based corporate
expense was $1.437 billion, which was consistent with Fitch's base
case expectation.  In the fourth quarter, trends improved at the
Las Vegas region CEOC properties, with a 2-3% same-store revenue
increase over the prior year.  CEOC's Atlantic City properties
continue to struggle with revenues declining 11% in the quarter
and EBITDA declining 63%.

Fitch has affirmed these ratings:

Caesars Entertainment Corp.

  -- Long-term IDR at 'CCC'.

Caesars Entertainment Operating Co. (CEOC, fka Harrah's Operating
Co.)

  -- Long-term IDR at 'CCC';

  -- Senior secured first-lien revolving credit facility and term
     loans at 'B/RR2';

  -- Senior secured first-lien notes at 'B/RR2';

  -- Senior secured second-lien notes at 'C/RR6';

  -- Senior unsecured notes with subsidiary guarantees at 'C/RR6';

  -- Senior unsecured notes without subsidiary guarantees at
     'C/RR6'.

Chester Downs and Marina LLC

  -- Long-term IDR at 'B-';
  -- Secured term loans at 'BB-'.

The Rating Outlook is Stable.


PALM HARBOR: Court Approves Sale of Assets to Fleetwood
-------------------------------------------------------
Palm Harbor Homes, Inc. disclosed that the U.S. Bankruptcy Court
approved a subsidiary of Cavco as the successful bidder for the
assets of Palm Harbor at an auction conducted under section 363 of
the United States Bankruptcy Code.

A newly-formed subsidiary of Fleetwood Homes will purchase
substantially all of Palm Harbor's assets comprising its
manufactured and modular housing construction and retail
businesses and all of the outstanding stock of its insurance and
finance subsidiaries, and will assume certain liabilities of Palm
Harbor.

As previously reported, Palm Harbor and certain of its
subsidiaries filed for chapter 11 bankruptcy protection on
Nov. 29, 2010.  Shortly thereafter, Fleetwood Homes provided a $50
million debtor-in-possession credit facility to Palm Harbor. On
March 1, 2011, Fleetwood Homes' subsidiary was selected as the
successful bidder in the court auction with a winning bid of $83.9
million, subject to certain post-closing adjustments and customary
conditions to closing.  At the close of the asset purchase
transaction, the then-outstanding balance of the credit facility,
including accrued interest, will be credited to the purchase
price, thus reducing the amount of cash consideration to be
transferred at the close of the transactions contemplated by the
purchase agreement.

The successful bid included manufactured housing factories, retail
locations, equipment, accounts receivable, inventory, intellectual
property, and certain warranty and other liabilities.  Palm
Harbor's insurance and finance subsidiaries, including Standard
Casualty Company, Standard Insurance Agency, CountryPlace
Acceptance Corp., and CountryPlace Mortgage, Ltd. were not parties
to the Palm Harbor bankruptcy filing, but the shares of these
companies are included in the assets to be acquired by Fleetwood
Homes' subsidiary.

                       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.


PC DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PC Development Group, Inc.
        10 Far Hill Lane
        Pleasantville, NY 10570

Bankruptcy Case No.: 11-22391

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.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 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb11-22391.pdf

The petition was signed by Pamela M. Crecco, president.


PEA RIVER: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pea River Timber Company, Inc.
        15273 Highway 84
        Elba, AL 36323-5821

Bankruptcy Case No.: 11-10344

Chapter 11 Petition Date: March 4, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.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 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb11-10344.pdf

The petition was signed by James M. Bruce, president.


PILGRIM'S PRIDE: Court Says Rejection of N.C. Growers' Pacts Valid
------------------------------------------------------------------
Bankruptcy Judge Dennis Michael Lynn issued a Memorandum Opinion
dated March 2, 2011, on (i) Pilgrim's Pride Corp. and its
affiliates' Motion for Partial Summary Judgment on Alleged
Violations of the Packers and Stockyards Act, 1921, and (ii) North
Carolina Claimants' Motion for Partial Summary Judgment against
Reorganized Debtors for Violations of the Packers & Stockyards Act
and the North Carolina Deceptive Trade Practices Act.  The Motions
address claims filed in the Debtors' bankruptcy cases by chicken
farmers who raised chickens under contract to supply certain of
the Debtors' processing plants.  The claims assert various
theories of liability, including under the PSA.

On Jan. 19, 2011, the Court held a hearing on, inter alia, the
Motions during which the parties presented oral argument.
Thereafter, on Jan. 24, 2011, the Court issued a letter ruling
stating that it would grant the Debtors' Motion for Summary
Judgment in part and deny it in part and would deny the N.C.
Growers' Motion for Summary Judgment.

In the Memorandum Opinion, Judge Lynn explained that the Debtors'
Motion for Summary Judgment must be granted based upon the
Debtors' proof that their plant closings and selection of grower
contracts for termination or rejection were undertaken for a valid
business purpose and were more beneficial than detrimental to
competition.  "The Debtors clearly had a valid business purpose
for their actions.  It would not be possible for a reasonable jury
to conclude otherwise," Judge Lynn said.

A copy of the March 2, 2011 Memorandum Opinion is available at
http://is.gd/166Vfgfrom Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On December 10, 2009, the Bankruptcy Court confirmed the Joint
Plan of Reorganization filed by the Debtors.  The Plan was
premised on the sale of the business to JBS SA.  Under the Plan,
creditors are paid in full.  Existing owners retained 34% of the
equity.  The Company emerged from its Chapter 11 bankruptcy
proceedings on December 28, 2009.


PJ FINANCE: Owner of 32 Apartment Locations in Chapter 11
---------------------------------------------------------
PJ Finance Company LLC, along with six affiliates, filed a Chapter
11 petition (Bankr. D. Del. Lead Case No. 10-10688) in Wilmington,
Delaware on March 7.

PJ Finance Co. is the owner of apartment communities in the states
of Arizona, Florida, Georgia, Tennessee and Texas.  PJ Finance
owns or holds ownership interests in 32 apartment communities that
collectively have more than 9,500 rentable units, court papers
show.  The company has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

The Debtors said rents aren't enough to cover debt payments and
fund daily operations.  They owe Bank of America NA, as the
trustee for lenders, $475 million plus interest and fees, pursuant
to a loan provided by Column Financial Inc. in 2006 and due to
mature November 11, 2006.  The loan is secured by mortgages and
deeds of trust encumbering all of the properties in the portfolio.
According to the list of 20 largest unsecured creditors, BofA's
securities are worth $275 million.

"Owing to a combination of internal problems among the Debtors'
previous shareholders and management team, the severe economic
recession and the current overleveraged debt structure of the
Debtors, the Portfolio currently yields insufficient rents to
service both its suffocating monthly debt service obligations and
those obligations related to its day to day operations.  Indeed,
the combination of the severe economic recession and the lasting
effects of the recent decline in the multi-family real estate
market has resulted in the aggregate value of the Properties to be
dramatically less than the amount of the Debtors' outstanding
secured debt under the Prepetition Loan Agreement," Michael W.
Husman, president of the operating units, said in court filings.

The Company hasn't been able to re-lease units as vacancies occur
due to its insufficient cash to return the units to move-in
condition, Mr. Husman said.  The apartment owner is unable to rent
more than 1,700 units, or about 18%, which Husman said will rise
to more than 20% with the upcoming notices to vacate in the next
30 days.

PJ Finance needs a "significant cash infusion and restructuring of
the loan in order to continue to operate the properties,"
Mr. Husman said.  The Company has obtained a commitment from Gaia
Real Estate Investments LLC to invest $42 million.

The Debtors have also filed a motion seeking authority to use cash
collateral in order to sustain operations during the pendency of
the Chapter 11 cases.


PJ FINANCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: PJ Finance Company, LLC
             1200 North Ashland Avenue, Suite 600
             Chicago, IL 60622

Bankruptcy Case No.: 11-10688

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
PJ Finance Company, LLC               11-10688
PJ Holding Company Manager, LLC       11-10692
PJ Holding Company, LLC               11-10693
Alliance PJRT GP, Inc.                11-10695
Alliance PJWE GP, L.L.C.              11-10697
Alliance PJRT Limited Partnership     11-10699
Alliance PJWE Limited Partnership     11-10700

Chapter 11 Petition Date: March 7, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Linehan Shannon

About the Debtors: PJ Finance Co. is the owner of apartment
                   communities in the states of Arizona, Florida,
                   Georgia, Tennessee and Texas.  PJ Finance owns
                   or holds ownership interests in 32 apartment
                   communities that collectively have more than
                   9,500 rentable units.  The company has 20
                   apartment locations in Texas, and the remaining
                   12 in Arizona, Florida, Georgia and Tennessee.
                   The day-to-day operations of the portfolio are
                   managed by a third party, WestCorp Management
                   Group One, Inc.

Debtors'
Local
Bankruptcy
Counsel:          Michelle E. Marino, Esq.
                  Stuart M. Brown, Esq.
                  EDWARDS ANGELL PALMER & DODGE, LLP
                  919 N. Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 425-7104
                       (302) 777-7770
                  Fax: (302) 777-7263
                       (888) 325-9533
                  E-mail: mmarino@eapdlaw.com
                          sbrown@eapdlaw.com

Debtors'
Bankruptcy
Counsel:          Richard A. Chesley, Esq.
                  Kimberly D. Newmarch (DE 4340)
                  DLA PIPER LLP (US)
                  203 N. LaSalle Street, Suite 1900
                  Chicago, Illinois 60601
                  Tel: (312) 368-4000
                  Fax: (312) 236-7516
                  E-mail: richard.chesley@d1apiper.com
                          kim.newmarch@dlapiper.com

Debtors'
Claims and
Notice Agent:     Kurtzman Carson Consultants, LLC

Total Assets: At least $275 million (estimated value of portfolio
                                     securing loan to
                                     BankofAmerica).

Total Debts: At least $479 million ($475 million owed to BofA,
                                    $4.4 million trade debt).

The petitions were signed by Michael Husman, authorized signatory.

PJ Finance's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America, N.A.              Bank Loan          $200,000,000
540 West Madison Street
Chicago, IL 60601

Quantum Asset Development, Inc.    Trade Debt             $417,320
4225 Lake Forest Drive
Kalamazoo, MI 49008

Aimsco/MRO                         Trade Debt             $389,441
3200 Earhart Drive
Carrollton, TX 75006

HD Supply Facilities Maintenance   Trade Debt             $190,726

Genie Services, Inc.               Trade Debt             $142,480

Valet Waste                        Trade Debt             $140,000

Richmond & Associates Landscaping  Trade Debt             $130,815
Ltd.

Contemporary Contractors Inc.      Trade Debt             $130,508

Nature's Paintbrush                Trade Debt             $128,592

Consumer Source Inc.               Trade Debt             $113,905

Alliance Tax Advisors              Trade Debt             $108,510

Dfw Tech Group Inc.                Trade Debt              $98,563

Bnk Inc.                           Trade Debt              $79,687

Creative Multicare, Inc.           Trade Debt              $78,173

Element Enterprises                Trade Debt              $76,162

Red Carpet Cleaning                Trade Debt              $75,397

Aquarius Painting Company          Trade Debt              $70,083

National Water & Power             Trade Debt              $69,853

Beaver Force Property Services,    Trade Debt              $65,045
LLC

Valley Green Landscape Inc.        Trade Debt              $63,150


PLANT INSULATION: Inks Settlement Pact with Arrowood Indemnity
--------------------------------------------------------------
Plant Insulation Company has filed, in the United States
Bankruptcy Court for the Northern District of California, a motion
to approve a settlement agreement pursuant to 11 U.S.C. Secs.
105(a), 363 and 365 and Fed. R. Bankr. P. 2002, 6004 and 9019,
with respect to Arrowood Indemnity Company f/k/a Royal Indemnity
Company (successor-in-interest to Globe Indemnity Company).  The
Motion seeks an order of the Bankruptcy Court approving the
Settlement and the releases and compromises of claims reflected in
the Settlement.

The Settlement includes the sale of certain insurance policies
free and clear of "Pending Asbestos Claims" as that term is
defined in the Settlement (as a general matter, the term means any
asbestos related claims that were the subject of a lawsuit that
was pending against Plant on May 20, 2009, the date on which
Plant's bankruptcy petition was filed).  If the Motion is
approved, Plant will sell, and Arrowood will purchase, the
relevant insurance policies free and clear of all such Pending
Asbestos Claims.  In exchange for the sale of such insurance
policies, and for the additional consideration set forth in the
Settlement, Plant will receive $12 million from Arrowood, plus
additional amounts of up to $18 million in the future upon the
occurrence of certain conditions as set forth in the Settlement.
If you are the holder of a Pending Asbestos Claim, your rights to
pursue or recover claims against Arrowood will be affected by the
Settlement.

Objections, if any, must be filed by March 22, 2011, and served
on:

    Counsel to the Debtor:

         Peter Benvenutti, Esq.
         Jones Day
         555 California St., 26th Floor
         San Francisco, CA 94104

    Counsel to the Unsecured Creditors' Committee:

         Michael Ahrens, Esq.
         Sheppard Mullin Richter & Hampton
         4 Embarcadero Center, 17th Floor
         San Francisco, CA 94111

    Counsel to the Hon. Charles B. Renfrew (Ret.),
    Futures Representative:

         Gary Fergus, Esq.,
         Fergus, A Law Office
         595 Market St., Suite 2430
         San Francisco, CA 94105

    Counsel to Arrowood:

         Bruce D. Celebrezze, Esq.
         Sedgwick, Detert, Moran & Arnold LLP
         One Market Plaza, Steuart Tower, 8th Floor
         San Francisco, CA 94105

A hearing is scheduled for April 5, 2011, at 2:00 p.m. (Pacific
Time) before the Honorable Thomas E. Carlson in San Francisco.

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  The Company filed
for Chapter 11 on May 20, 2009 (Bankr. N.D. Calif. Case No. 09-
31347).  Michaeline H. Correa, Esq., Peter J. Benvenutti, Esq.,
and Tobias S. Keller, Esq., at Jones Day represents the Debtor in
its restructuring effort.  The Debtor has assets and debts ranging
from $500 million to $1 billion.


POPLAR VILLAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Poplar Villas, LLC
        600 Allerton Street, Suite 202
        Redwood City, CA 94063

Bankruptcy Case No.: 11-30867

Chapter 11 Petition Date: March 4, 2011

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

Judge: Thomas E. Carlson

Debtor's Counsel: Laura A. Palazzolo, Esq.
                  BERLINER COHEN
                  10 Almaden Boulevard, 11th Floor
                  San Jose, CA 95113-2233
                  Tel: (408) 286-5800
                  E-mail: laura.palazzolo@berliner.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Hussain Tawfik, managing member.


PREMIER NW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Premier NW Investment Hotels, LLC
        13101 NE 27th Avenue
        Vancouver, WA 98686

Bankruptcy Case No.: 11-41620

Chapter 11 Petition Date: March 3, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: John D. Nellor, Esq.
                  NELLOR RETSINAS CRAWFORD PLLC
                  1201 Main St., P.O. Box 61918
                  Vancouver, WA 98666
                  Tel: (360) 695-8181
                  E-mail: jd@nellorlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-41620.pdf

The petition was signed by Michael J. DeFrees, member.


PRESIDIO INC: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Presidio, Inc.'s B1 corporate
family and probability of default ratings and assigned Ba3 ratings
to the Presidio's proposed $35 million Senior Secured Revolving
Credit Facility and $325 Million Senior Secured Term Loan.  The
rating outlook is stable.

                        Ratings Rationale

The B1 CFR reflects Presidio's moderately high financial leverage
with debt to EBITDA at about 4:1 (pro-forma for the proposed
financing), smaller scale compared to competing technology
services and managed services firms, and reliance on acquisitions
to drive revenue growth.

Nonetheless, Presidio's niche as a solutions provider within the
rapidly evolving areas of data center virtualization, unified
communications, and network security provides the expectation of
good long term growth prospects.  In addition, partnerships with
leading technology vendors such as Cisco, Oracle/Sun, EMC, and IBM
serve as a foundation to support continuing profitability and cash
flow generation.  Presidio's solid operating performance
throughout the economic recession in a business requiring minimal
capital investment also contributes to the B1 CFR.

The stable outlook reflects Moody's expectation that Presidio will
maintain its market position, generate revenue growth, and produce
consistent levels of operating profits and cash flows as IT
spending increases with a recovering U.S. economy in 2011 and
2012.

The rating could be upgraded or downgraded if debt to EBITDA moves
more than one turn from the initial pro-forma level of about 4:1
(after Moody's standard adjustments) on a sustained basis.
Ratings could also be pressured downwards with shareholder
dividends, which are not anticipated.

The ratings were assigned in connection with American Securities
planned leveraged buyout of Presidio.  The proceeds from the new
Term Loan along with new sponsor equity will be used primarily to
fund the acquisition and repay existing debt of $200 million.
American Securities will effectively own 80% of the company with
management owning the remaining 20%.  The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transaction as advised to Moody's.

These ratings were affirmed:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1

These ratings were assigned:

* $35 Million Senior Secured Revolving Credit Facility -- Ba3 (LGD
  3 -- 30%)

* $325 Million Senior Secured Term Loan -- Ba3 (LGD 3 -- 30%)

These ratings will be withdrawn upon completion of the new
financing:

* $35 Million Senior Secured Revolving Credit Facility due 2013 --
  Ba3 (LGD 2 -- 29%)

* $200 Million Senior Secured Term Loan due 2015 -- Ba3 (LGD 2 --
  29%)


RANCHES HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ranches Holdings, LLC
        3311 S. Rainbow Blvd., Ste. 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 11-13006

Chapter 11 Petition Date: March 4, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: tthomas@tthomaslaw.com

Scheduled Assets: $1,827,729

Scheduled Debts; $1,704,366

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-13006.pdf

The petition was signed by William Dyer, manager of Integrated
Managers LLC.


RITE AID: Completes Refinancing of Tranche 3 Term Loan
------------------------------------------------------
Rite Aid Corporation has successfully refinanced the approximately
$343 million Tranche 3 Term Loan due June 2014 under its senior
secured credit facility with the proceeds of a new $343 million
Tranche 5 Term Loan due March 2018 under its senior secured credit
facility.

The new Tranche 5 Term Loan bears interest at a rate of LIBOR plus
3.25% with a 1.25% LIBOR floor, which is an improvement over the
Tranche 3 Term Loan interest rate of LIBOR plus 3.00% with a 3.00%
LIBOR floor.  The Tranche 5 Term Loan has a seven-year maturity,
although the maturity will be Dec. 1, 2014, in the event that Rite
Aid does not repay or refinance its outstanding 8.625% senior
notes due 2015 prior to that time, or Sept. 16, 2015, in the event
that Rite Aid does not repay or refinance its outstanding 9.375%
senior notes due 2015 prior to that time.  The Tranche 5 Term Loan
is subject to a 1.0% prepayment fee in the event it is refinanced
within the first year.  All other terms of the Tranche 5 Term Loan
are consistent with the terms of the Tranche 3 Term Loan.

Rite Aid is one of the nation's leading drugstore chains with more
than 4,700 stores in 31 states and the District of Columbia and
fiscal 2010 annual sales of more than $25.7 billion.

                          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.


RIVER ROAD: Files Plan for O'Hare InterContinental Chicago Hotel
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports the
owner of the InterContinental Chicago O'Hare hotel near Chicago's
largest airport filed a revised Chapter 11 plan calling for the
sale of the property for $53 million unless a higher bid turns up
at auction.  The owner's plan competes with the plan filed in
January by Longview Ultra Construction Loan Investment Fund and
co-lender U.S. Bank NA.  Under the lenders' plan they would take
ownership.  The ultimate victor between the plans may be decided
as the result of an appeal scheduled for argument on April 7 in
the U.S. Court of Appeals in Chicago.

According to the report, in August, River Road was hoping the
judge would approve bidding procedures for a sale the lenders were
opposing.  Instead, the judge denied the motion for sale
procedures and held that the lenders were being improperly denied
the right to bid their secured claims rather than cash.

The bankruptcy judge, Mr. Rochelle discloses, allowed River Road
to take a direct appeal to the U.S. Court of Appeals.  In addition
to deciding if River Road can sell the project without permitting
the lenders to bid their secured debt rather than cash, the appeal
will say whether the 7th U.S. Circuit Court of Appeals in Chicago
agrees with recent cases from appeals courts in Philadelphia and
New Orleans.  The other two circuit courts held that lenders can b
denied a so-called credit bid so long as they receive the
equivalent of the value of their mortgages, which can be less
than the face amount of the mortgages.

Mr. Rochelle relates that River Road's plan would pay mechanics'
lien in full from the sale.  The lenders would receive the
proceeds remaining after payment of administrative expenses and
mechanics' liens.  The lenders would share their pot with holders
of subordinate mechanics' liens.  Unsecured creditors are to split
$500,000 to be paid by the purchaser over time.  For their
deficiency claims, the lenders will split $250,000 paid by the
purchaser over time.  The secured creditor with a mortgage on the
restaurant will be given title.  The deficiency claim of the
restaurant lender will share in the $250,000.

River Road hasn't yet filed a disclosure statement explaining the
new plan.

Mr. Rochelle notes that the bankruptcy court scheduled a March 24
hearing to consider approval of the disclosure statement
explaining the lenders' plan.  The creditors' plan was made
possible when the bankruptcy judge in Chicago terminated the
exclusive period to propose a Chapter 11 plan.

                 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.


ROBERT RYNDERS: Files For Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Richard Moore at The Lakeland Times reports that Robert A.
Rynders, who has sought Chapter 11 protection, disclosed
$26.2 million in assets, most of it real property holdings,
against more than $17.3 million in liabilities.

According to the report, Mr. Rynders blamed Harris Bank of Chicago
for the bankruptcy filing, saying the bank was not interested in
working with local businesses in a down economy.  By preventing
the auction of his properties, Mr. Rynders said his bankruptcy
action would help protect area property values.  Mr. Rynders real
property interests include his house; Rynders Realty, Inc.; Island
Estates, LLC; Morgan Oaks Apartments Homes, LLC; Rusty Putter,
LLC; Rynders Development Co.-Lakeview Condominiums; Parkway
Restaurant; RAR Holdings, LLC; and Wildwood Golf Course.

Mr. Rynders said he plans to continue to operate his business
while he devises a plan to reorganize, and he says he intends to
keep employees working and will pay all creditors, according to
The Lakeland Times.

Among the creditors holding the largest unsecured claims are
Harris Bank of Chicago, holding a claim of $1,182,037, $900,000 of
which is secured by collateral; Heartland Wisconsin Corp., holding
a claim of $162,653, of which $135,000 is secured; River Valley
Bank, holding claims totaling $2,130,889, of which $1 million is
secured; and loans from Rynders's father, Allen A. Rynders for
$250,000, and his brother, Peter Rynders, for $220,500, notes Mr.
Moore.

Mr. Rynders said he would pay all creditors.

Robert A. Rynders is one of the Northwoods, Wisconsin's largest
developers.

Mr. Rynders filed a Chapter 11 petition (Bankr. W.D. Wis. Case No.
11-10707) on Feb. 10, 2011.


S & Y ENTERPRISES: Files Amended Schedules of Assets & Liabilities
------------------------------------------------------------------
S & Y Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York amended schedules of its assets
and liabilities, disclosing:

  Name of Schedule                    Assets           Liabilities
  ----------------                  -----------        -----------
A. Real Property                    $20,000,000
B. Personal Property                   $200,095
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $6,350,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $617


F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $2,356,889
                                    -----------        -----------
      TOTAL                         $20,200,095         $8,707,506

A copy of the Debtor's SAL is available for free at:

         http://bankrupt.com/misc/S&YEnterprises.SAL.pdf

                  About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection on
November 11, 2010 (Bankr. E.D. N.Y. Case No. 10-50623).  David
Carlebach, Esq., who has an office in New York, assists the Debtor
in its restructuring effort.


S & Y ENTERPRISES: Has Until March 11 to File Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved on Feb. 8, 2011, the stipulation made by S & Y
Enterprises, LLC, and secured creditor Capital One, N.A.,
enlarging the 90 day period under 11 U.S.C. Section 362(d)(3) for
the Debtor to make adequate protection payments or to file a
Chapter 11 Plan of Reorganization until March 11, 2011.

Capital One currently holds a mortgage lien on the Debtor's
primary asset located at 130 North 4th Street (a/k/a
193 Berry Street, a/k/a 240 Bedford Ave.), in Brooklyn, New York,
in the amount of approximately $5,000,000.

The Debtor's 90 day deadline to make adequate protection payments
or file a plan of reorganization expired on Feb. 9, 2011.

Capital One is represented by:

     Joseph C. Savino, Esq.
     LAZER, APTHEKER, ROSELLA & YEDID, P.C.
     225 Old Country Road
     Melville, NY 11747
     Tel: (631) 761-0855

                  About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection on
November 11, 2010 (Bankr. E.D. N.Y. Case No. 10-50623).  David
Carlebach, Esq., who has an office in New York, assists the Debtor
in its restructuring effort.  In its amended schedules, the
Company disclosed $20,200,095 in assets and $8,707,506 in
liabilities.


SABRE DEFENCE: Court Sets March 10 as Auction Date
--------------------------------------------------
Annie Johnson at the Nashville Business Journal, citing papers
filed with the U.S. Bankruptcy Court Middle District of Tennessee,
reports that Sabre Defence Industries is once again on the auction
block.  A judge set a March 10, 2011 date for the sale of the
Company.

According to Business Journal, at an earlier proposed sale of
Sabre, which was organized by Mississippi-based Cadance Bank,
Alabama-based USA Manroy was the highest bidder at $2.3 million,
followed by US Ordnance and Colt Defense.  That sale was postponed
when Sabre Defence filed in February for Chapter 11 bankruptcy
protection.

The Nashville Business Journal relates that USA Manroy has upped
its bid to $2.4 million although it's unclear in court documents
just how much Colt is willing to pay.  The sale is a result of an
indictment that accused Sabre executives of violating the Arms
Export Control Act.

Potential bidders can obtain all the required documents at
http://www.sabresale.com/

                       About Sabre Defence

Headquartered in Nashville, Tenn., Sabre Defence Industries LLC
is a maker of semi-automatic, fully-automatic and assault rifles.
Sabre Defence Industries LLC filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 11-01431) on Feb. 15, 2011.  Sabre reported no
more than $50,000 each in assets and debts in a bare-bones
bankruptcy filing.  See http://bankrupt.com/misc/tnmb11-01431.pdf

The Nashville Business Journal notes the Company filed its Chapter
11 petition with the U.S. Bankruptcy Court in Nashville, the same
district where its biggest customer -- the U.S. government -- sued
the company and five of its managers.


SEMCRUDE LP: Plains Marketing Has Green Light to Amend Complaint
----------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the motion filed
by Plains Marketing, L.P., for leave to file an amended complaint,
pursuant to which Plains seeks, inter alia, to amend its Complaint
for Declaratory Relief to Determine the Validity and Priority of
Asserted Liens and Permit Final Payments to Debtors for
Prepetition Crude Purchases, to add two claims for relief against
SemCrude, L.P. and Eaglwing, L.P.: (1) a claim for recoupment of
its damages for the Debtors' alleged breach of warranty of title
as provided in certain purchase agreements between Plains and the
Debtors; and (2) a claim for indemnification, as provided in
certain netting agreements between Plains and the Debtors, for its
attorneys' fees and litigation costs incurred in actions that have
been asserted against Plains on account of its transactions with
the Debtors.

Before filing for bankruptcy, the Debtors had engaged in the
business of purchasing crude oil and natural gas from certain
producers of oil and gas, and subsequently reselling the oil and
gas to certain downstream purchasers.  As one of the Downstream
Purchasers, Plains had purchased crude oil from the Debtors prior
to the commencement of the Debtors' bankruptcy case pursuant to
various purchase agreements and netting agreements.

The case is Plains Marketing, L.P., v. Bank of America, N.A. as
Agent; Eaglwing, L.P.; Mull Drilling Company, Inc.; Murfin
Drilling Company, Inc.; Samson Contour Energy E&P, LLC; Samson
Lone Star, LLC; Samson Resources Company; Semcrude, L.P.; St. Mary
Land & Exploration Company; Vess Oil Corporation; and John Does
1-100, Adv. Pro. No. 09-51003 (Bankr. D. Del.).  A copy of the
Court's March 3, 2011 Opinion is available at http://is.gd/4XhjPd
from Leagle.com.

Counsel for Plaintiffs Plains Marketing, L.P., are:

          Bradford J. Sandler, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Telephone: 302-778-6424
          E-mail: bsandler@pszjlaw.com

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


S.J. HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S.J. Hospitality, LLC
        2800 Highlands Parkway
        Smyrna, GA 30082

Bankruptcy Case No.: 11-56979

Chapter 11 Petition Date: March 4, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: John A. Christy, Esq.
                  SCHREEDER, WHEELER, & FLINT, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 681-3450
                  Fax: (404) 681-1046
                  E-mail: jchristy@swfllp.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-56979.pdf

The petition was signed by Shehzad J. Lutfeali, authorized agent.


SOUTH EDGE: District Court Affirms Rejection of Briefing Schedule
-----------------------------------------------------------------
District Judge Philip M. Pro denied a slew of motions by South
Edge, LLC:

    -- for Order Shortening Time for Responses to the Concurrently
       Filed Motion to Restore an Appellate Briefing Schedule; and

     -- to Restore an Appellate Briefing Schedule.

The District Court reaffirmed its prior Order that the Chapter 11
Trustee, Cynthia Nelson, will have until March 28, 2011, to notify
the Court in writing whether the Trustee will pursue the appeal on
behalf of South Edge.  The Court will defer ruling on the
Emergency Motion for Leave to Intervene in Appeal until after the
Trustee advises the Court of her intention regarding the appeal.

A copy of the Court's March 2, 2011 Order is available at
http://is.gd/IzaJ84from Leagle.com.

As reported by the Troubled Company Reporter, Judge Pro vacated a
the briefing schedule previously entered in the appellate case,
South Edge LLC, Appellant, v. JPMorgan Chase Bank, N.A.; Credit
Agricole Corporate and Investment Bank; Wells Fargo Bank, N.A.;
and U.S. Trustee, Appellees, Case No. No. 2:11-CV-00240-PMP-RJJ
(D. Nev.), and gave the Chapter 11 Trustee time to notify the
District Court whether she will pursue an appeal.

As reported by the TCR on Feb. 15, 2011, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, said South Edge took an
appeal from the bankruptcy judge's ruling that put it into Chapter
11 reorganization involuntarily.  South Edge also appealed from a
second ruling ousting management and placing the reorganization in
the hands of a Chapter 11 trustee.

Mr. Rochelle recounted that U.S. Bankruptcy Judge Bruce A.
Markell, in his opinion delivered from the bench, put South Edge
into Chapter 11 because more than $320 million has been in default
since 2008.  He said the lenders didn't need to prove the exact
amount by which their claims exceeded the value of South Edge's
Inspirada project.  Without deciding if there was gross
mismanagement, Judge Markell appointed a trustee after finding
there was a deadlock in management that prevented the filing of
lawsuits against the homebuilders who are the ultimate owners of
Inspirada.

Mr. Rochelle noted that South Edge elected to have the appeal
heard by a district judge and not by a panel of three bankruptcy
judges on the Bankruptcy Appellate Panel.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on Dec. 9, 2010, in Las Vegas against South
Edge LLC (Bankr. D. Nev. Case No. 10-32968). The lenders who filed
the involuntary petition are part of a group that provided a $595
million credit.  New York-based JPMorgan is a lender and agent for
the lenders.  Other lenders filing the involuntary petition were
Credit Agricole Corporate and Investment Bank and Wells Fargo Bank
NA.

On Jan. 6, 2011, South Edge filed motions with the court to
dismiss the involuntary bankruptcy petition by JPMorgan Chase
Bank, N.A., Wells Fargo Bank, N.A. and Credit Agricole Corporate
and Investment Bank.

The court held a trial that commenced on Jan. 24, 2011.  On
Feb. 3, 2011, the court denied South Edge's motions and entered an
order for relief and for the appointment of a trustee.


SOUTH EDGE: FTI's Cynthia Nelson is Chapter 11 Trustee
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
Cynthia Nelson, a senior managing director with FTI Consulting
Inc., was approved to be the trustee in the Chapter 11
reorganization of South Edge LLC.

According to the report, the bankruptcy judge in Las Vegas
called for a trustee when he put the project into Chapter 11
involuntarily on Feb. 3.  The owners immediately filed appeals
from the orders granting the involuntary petition and calling for
a trustee.

Without deciding if there had been gross mismanagement, U.S.
Bankruptcy Judge Bruce A. Markell said there needed to be a
trustee on account of potential deadlock in management.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on December 9, 2010, in Las Vegas against
South Edge LLC (Bankr. D. Nev. Case No. 10-32968). The lenders
who filed the involuntary petition are part of a group that
provided a $595 million credit.  New York-based JPMorgan is a
lender and agent for the lenders.  Other lenders filing the
involuntary petition were Credit Agricole Corporate and Investment
Bank and Wells Fargo Bank NA.

On January 6, 2011, South Edge filed motions with the court to
dismiss the involuntary bankruptcy petition by JPMorgan Chase
Bank, N.A., Wells Fargo Bank, N.A. and Cr,dit Agricole Corporate
and Investment Bank.

The court held a trial that commenced on January 24, 2011.  On
February 3, 2011, the court denied South Edge's motions and
entered an order for relief and for the appointment of a trustee.


SPIRIT TOURS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Ashland, Virginia-based Spirit Tours, LLC, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 11-31407) in Richmond on March
4, 2011.

Peter Bacque at the Richmond Times-Dispatch reports that Robyn T.
Winston, Spirit Tours' vice president, said that the Company plans
to reorganize and remain in business.  The Company's financial
difficulties traced to the recession.

The Company estimated assets of $100,001 to $500,000 and
liabilities of $500,001 to $1 million, with 1 to 49 creditors.
The largest creditor listed was American Express Blue at $24,899.
Other large creditors and their claims listed were: U.S. Treasury,
$13,739.26; Town of Ashland treasurer, $10,186.78; Quarles Fuel
Network, Fredericksburg, $6,430; and the Virginia Department of
Taxation, $1,956.

The Company's 2009 federal tax return showed a loss of $29,649.

Spirit Tours offers charter bus tour service and operates commuter
buses from Chester and Colonial Heights to Northern Virginia.

The Debtor is represented by:

           Paula S. Beran, Esq.
           TAVENNER & BERAN, PLC
           20 North Eighth Street, Second Floor
           Richmond, VA 23219
           Tel: 804-783-8300
           Fax: 804-783-0178
           E-mail: pberan@tb-lawfirm.com


SUN COUNTRY: Sale On Track; Trustee Expecting LOI Shortly
---------------------------------------------------------
Christa Meland at TwinCities Business, citing papers filed with
the court, reports that Sun Country Airlines is on track to being
sold in the near future.  Doug Kelley, the trustee handling the
Mendota Heights-based airline's bankruptcy estate, "is
anticipating accepting a letter of intent from a proposed
purchaser shortly."

According to the report, Sun Country -- which officially emerged
from bankruptcy late last month -- has been looking for a buyer
for at least a year.  In a reorganization plan filed in April
2010, which outlined the airline's plans to exit bankruptcy, the
company said that it believes that "the indications of interest
confirm a valuation in the range of $10 million to $30 million,"
according to the report.

TwinCities notes that, in the just-filed court documents, the
trustee asked U.S. Bankruptcy Judge Gregory Kishel to seal the
name of the expected buyer and offer price, along with the minimum
amount the airline would accept, until the transaction has been
negotiated.  The trustee said that the deal may be jeopardized if
he can't assure the prospective purchaser that the offer price
will be accepted by shareholders.

                         About Sun Country

St. Paul, Minnesota-based Sun Country Airlines (MN Airlines, LLC,
d.b.a. Sun Country Airlines) -- http://www.SunCountry.com/--
flies to popular destinations in the U.S., Mexico and the
Caribbean.

Sun Country Airlines and its debtor-affiliates Petters Aviation
LLC and MN Airline Holdings Inc. filed separate petitions for
Chapter 11 relief on Oct. 6, 2008 (Bankr. D. Minn. Lead Case No.
08-45136).  Brian F. Leonard, Esq., Matthew R. Burton, Esq., at
Leonard O'Brien et al., represent the Debtors as counsel.  In its
petition, Petters Aviation LLC estimated $50 million and
$100 million in total assets and debts.



SUNCAL COS: Lehman Commercial Paper Bids for LBREP Projects
-----------------------------------------------------------
American Bankruptcy Institute reports that LBREP/L-SunCal Master I
LLC is looking to sell its unfinished residential developments
through a liquidation plan and has attracted a $45 million
stalking-horse credit bid from its first-lien lender, Lehman
Commercial Paper Inc.

                       About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No. 08-
17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.



SUPERIOR ACQUISITIONS: Disc. Statement Hearing Set for April 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on April 1, 2011, at 9:00 a.m., to consider
adequacy of the Disclosure Statement explaining Superior
Acquisitions, Inc.'s Plan of Reorganization as of Feb. 21, 2011.
Objections, if any, are due March 25.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for
allowed claims to receive distributions under the Plan.

Under the Plan, the Debtor intends to treat claims as:

1. Most of the secured claims will be paid in full together with
   4.25% interest amortized amortized over 30 years with the
   unpaid principal and interest to be all due and payable on the
   eight anniversary of the day the plan is confirmed.

   Other secured claims will be treated as:

   - Bay Sierra (One First Street) will be paid $315,000 together
     with 1.95% interest;

   - The deeds of trust held Jim Berger (One First Street), and
     Bob Nutto (One First Street) will be avoided with the claim
     to be paid as a general unsecured claim;

   - The judicial lien held by Clear Lake Lave (One First Street)
     Lave will be avoided and paid as a general unsecured claim;

   - Premier West Bank (15895 Dam Road).  The third deed of trust
     that secures this loan will be transferred to a parcel to be
     created pursuant to an agreement amongst the Premier West
     Bank and co-owners Larry Moss and the Debtor.  When the deed
     of trust transfers the Debtor will either surrender the
     property to Premier West Bank or the Debtor will pay the
     obligation on terms mutually acceptable to the parties.

   - First Community Bank (6883 Old Hwy 53). The Debtor will
     either surrender the property to First Community Bank or the
     Debtor will pay the obligation on terms mutually acceptable
     to the parties.

2. Delinquent Real Property Taxes, if any, will be paid in full
   plus statutory interest in 60 equal monthly installments.

3. General Unsecured Creditors will be paid not less than $600,000
   over ten years plus 25% of the Debtor's net operating profit
   over the same time period.  It is the Debtor's intention to pay
   all creditors in full but the actual return will be dependent
   on the success of the Debtor.

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

The Debtor is represented by:

     Michael C. Fallon, Esq.
     100 E Street, Suite 219
     Santa Rosa, CA 95404
     Tel: (707) 546-6770
     Fax: (707) 546-5775
     E-mail: mcfallon@fallonlaw.net

                About Superior Acquisitions, Inc.

Lakeport, California-based Superior Acquisitions, Inc., filed for
Chapter 11 bankruptcy protection on Sept. 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  Michael C. Fallon, Esq.,
represents the Debtor in the Chapter 11 case.  The Debtor
disclosed $13,889,530 in assets and $14,866,437 in liabilities as
of the Chapter 11 filing.


SUPERIOR ACQUISITIONS: Ch. 11 Trustee Agrees to DRMG Stay Relief
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved in its entirety on Feb. 23, 2011, the stipulation between
Chapter 11 trustee Linda S. Green and secured creditor DRMG, LLC,
granting relief from stay and payment of adequate protection, as
to the Churn Creek property, commonly described as the ground
lease for the real property and improvements located at 2971-2991
Churn Creek Road, in Redding, California.

At a Jan. 27, 2011 preliminary hearing on the motion for relief
from stay filed by DRMG, dated Dec. 16, 2010, the Court found that
pursuant to 11 U.S.C. Sec. 362(d)(1)that there is no equity on the
property and set a further hearing on the motion for Feb. 24,
2011, as to whether the property is necessary for an effective
reorganization under Sec. 362(d)(2).

Pursuant to the stipulation, the Chapter 11 trustee, having no
intention to reorganize the property, and there being no existing
or anticipated funds to pay insurance on the property, so that
DRMG lacks adequate protection, has agreed that DRMG is entitled
to relief from stay to exercise all rights and remedies with
respect to the property.  The Chapter 11 trustee has also agreed
to turn over the rents on the property to DRMG, and that DRMG can
demand that tenants at the property pay rent directly to DRMG.

DRMG is represented by:

     Howard N. Madris, Esq.
     LAW OFFICES OF HOWARD N. MADRIS, A P.C.
     424 S. Beverly Drive
     Beverly Hills, CA 90212
     Tel: (310) 277-0757
     Fax: (310) 975-6757
     E-mail: hmadris@madrislaw.com

          - and -

     Mark A. Serlin, Esq.
     SERLIN & WHITEFORD, LLP
     813 F Street, 2nd Floor
     Sacramento, CA 95814
     Tel: (916) 446-0790
     Fax: (916) 446-0791
     E-mail: mserlin@globelaw.com

                About Superior Acquisitions, Inc.

Lakeport, California-based Superior Acquisitions, Inc., filed for
Chapter 11 bankruptcy protection on Sept. 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  John H. MacConaghy, Esq., at
MacConaghy & Barner, represents Chapter 11 trustee Linda S. Green
as counsel.  The Debtor disclosed $13,889,530 in assets and
$14,866,437 in liabilities as of the Chapter 11 filing.


TERRA BENTLEY II: Village Denied Derivative Standing
----------------------------------------------------
Village of Overland Pointe, LLC, v. Terra Bentley II, LLC, NRC
Advisors, LLC, Steven Seat, Eric Comeau, Tony Bettis, Adv. Pro.
No. 10-6025 (Bankr. D. Kans.), sues under the Kansas Uniform
Fraudulent Transfer Act to avoid a mortgage the Debtor gave to
another creditor before filing for bankruptcy.  Village seeks
relief in three counts.  The first two counts ask to have the
mortgage avoided, and the third count asks for actual and punitive
damages.  As reported by the Troubled Company Reporter on Feb. 23,
2011, defendants NRC Advisors, LLC, Steven Seat, Eric Comeau, and
Tony Bettis have been dismissed from the suit.

The Debtor contends the causes of action belong exclusively to it
as the Chapter 11 Debtor-in-possession, and Village has no
standing to pursue them.  A very liberal interpretation of
Village's response suggests the creditor is asking to be granted
"derivative standing" to pursue the avoidance action on behalf of
the bankruptcy estate.  After giving the matter due consideration,
Bankruptcy Judge Dale L. Somers concludes Village has failed to
show, or even allege, the existence of the prerequisites for
derivative standing.  Consequently, the Debtor's motion for
judgment on the pleadings will be granted.

A copy of Judge Somers' March 2, 2011 Opinion is available at
http://is.gd/gBx64afrom Leagle.com.

NRC et al. are represented by:

          Frank Wendt, Esq.
          BROWN & RUPRECHT, PC
          911 Main Street, Suite 2300
          Kansas City, MO 64105-5319
          Telephone: 816-292-7000
          E-mail: fwendt@brlawkc.com

Village of Overland Pointe is represented by:

          Steven R. Smith, Esq.
          Eldon J. Shields, Esq.
          GATES, SHIELDS & FERGUSON, P.A.
          10990 Quivira, Suite 200
          Overland Park, KS 66210
          Telephone: 913-661-0222
          Facsimile: 913-491-6398
          E-mail: stevesmith@gsflegal.com
                  ejshields@gsflegal.com

               - and -

          Ronald S. Weiss, Esq.
          BERMAN DELEVE KUCHAN & CHAPMAN L.C.
          911 Main Street # 2230
          Kansas City, MO 64105-5320
          Telephone: (816) 471-5900

Terra Bentley II, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Kans. Case No. 09-23107) on Sept. 18, 2009.  The Debtor
is represented by James F.B. Daniels, Esq. --
jdaniels@mcdowellrice.com -- at McDowell Rice Smith & Buchanan.
According to the schedules, the Company has assets of at least
$4,564,588, and total debts of $7,608,849.


TERRESTAR CORP: Colbeck Wants Additional Adequate Protection
------------------------------------------------------------
As reported in the Feb. 22, 2011 edition of the Troubled Company
Reporter, TerreStar Corporation, TerreStar Holdings Inc., and
Motient Ventures Holding Inc., jointly are asking Judge Sean Lane
of the U.S. Bankruptcy Court for the Southern District of New York
to allow them to secure a $13,368,421 postpetition financing from
Solus Alternative Management LP.

Colbeck Capital Management LLC, a prepetition secured creditor of
Terrestar Corporation and Terrestar Holdings, Inc., asserts that
if the Court determines to approve the proposed $13 million DIP
Facility, it should require the TSC Debtors to provide the same
additional adequate protection to Colbeck as is being provided to
the Debtors' Prepetition Bridge Loan Lenders.

Colbeck states that prior to the Petition Date, it was approached
by TSC on whether it would be willing to provide a debtor-in-
possession financing.  Colbeck relates that at the time, TSC
represented that it was virtually out of cash, and that it had no
funds with which to pay either a commitment fee or any expense
reimbursement.

In order to induce Colbeck to undertake diligence and to incur
professional fees and expenses, TSC and Colbeck entered into a
certain Fee and Expense Reimbursement Letter, pursuant to which
TSC agreed to pay to Colbeck, among other things, a $125,000 non-
refundable work fee.  Because of TSC's liquidity constraints, the
obligation to pay the Work Fee was evidenced by a secured
Promissory Note dated January 28, 2011.  The Work Fee Note is
secured by a collateral, which lien is junior to the liens
securing the obligations to the Bridge Loan Lenders.

On February 1, 2011, Colbeck issued a certain DIP & Confirmation
Financing Commitment, pursuant to which Colbeck committed to
provide TSC with a $15 million DIP financing facility and an exit
financing facility.  Among other things, the proceeds of the
Colbeck DIP Financing were to be used to repay in full all of
TSC's obligations outstanding to the Bridge Loan Lenders.  In
consideration for providing the DIP Commitment Letter, TSC agreed
to pay to Colbeck (i) an additional $300,000 expense deposit, and
(ii) a $450,000 non-refundable commitment fee.  Because of
TerreStar's liquidity constraints, the obligation to pay the
Additional Deposit and the Commitment Fee was evidenced by a
secured Promissory Note dated February 1, 2011.  The DIP Fee Note
is secured by the Collateral, which lien is "pari passu" with the
liens securing the Work Fee Note and junior to the liens securing
the obligations to the Bridge Loan Lenders.

Colbeck then properly perfected its security interests in the
Collateral by filing a financing statement in accordance with the
Uniform Commercial Code.

Subsequent to the execution and delivery by TerreStar of the DIP
Commitment Letter, TerreStar discontinued discussions with
Colbeck with respect to the Colbeck DIP Financing and proceeded
to negotiate the proposed DIP Facility with Solus Alternative
Asset Management L.P.

In their current request to obtain DIP financing, the TSC Debtors
seek to provide to the DIP Lender a first priority "priming" lien
on the Colbeck Collateral and to have a "carve-out" imposed
which, in effect, would also "prime" Colbeck's interests in the
Colbeck Collateral.

Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, in New York,
points out that in the present circumstance, Terrestar had the
opportunity to obtain the Colbeck DIP Financing from Colbeck
without the need to resort to "priming" financing under Section
364(d)(1) of the Bankruptcy Code.  Therefore, the requirement of
Section 364(d)(1)(A) has not been satisfied.

Mr. Harris adds that while TSC repeatedly trumpets its view that
the interests of both the Bridge Loan Lenders and Colbeck are
adequately protected because the value of the Bridge Loan
Collateral and the Colbeck Collateral greatly exceeds the amount
of secured debt encumbering assets, the actions of TSC in
granting additional adequate protection to the Bridge Loan
Lenders -- but not Colbeck -- speak louder than its words.

Pursuant to the DIP Motion, the TSC Debtors seek authority to
grant to the Bridge Loan Lenders -- whose liens are senior to the
liens held by Colbeck -- additional adequate protection in the
form of (a) current payments of interest at the default rate, (b)
the Adequate Protection Lien, (c) the 507(b) Claims, (d) current
payments to the Bridge Loan Agent and each Bridge Loan Lender of
current professional fees and expenses, (e) a right to credit
bid, and (f) certain information rights.

"Yet at the same time, [TSC and TerreStar Holdings] have made no
offer of additional adequate protection to Colbeck," Mr. Harris
points out.

It is wholly inconsistent to argue, on the one hand, that both
the Bridge Loan Lenders and Colbeck are adequately protected by
the value of the Collateral alone, yet at the same time offer to
provide significant additional adequate protection only to the
more senior lienholder, Mr. Harris contends.

Colbeck has no interest in seeking to deny the proposed DIP
financing for TSC, which is necessary to prosecute their Chapter
11 cases, Mr. Harris assures the Court.  All Colbeck is looking
for is fundamental fairness and equality of treatment, he
maintains.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR CORP: Files Schedules of Assets & Liabilities
-------------------------------------------------------

A.     Real Property                                         $0

B.     Personal Property
B.2    Bank Accounts                                     60,065
B.9    Interests in Insurance Policies
       See http://bankrupt.com/misc/TstarCorp_B9Insurance.pdf
B.13   Business Interests and stocks
       100% of Common Stock Ownership
         Motient Holdings Inc.                         Unknown
         MVH Holdings Inc.                             Unknown
         TerreStar Holdings Inc.                       Unknown
         TerreStar New York Inc.                       Unknown
       Treasury Stock
         TerreStar Corporation                      73,876,875
B.16   Accounts Receivable
       Intercompany Receivable
         TerreStar Networks Inc.                    61,293,151
         TerreStar Global LTD.                      15,170,251
         TerreStar National Services Inc.               11,022
         TerreStar 1.4 Holdings LLC                     10,621
         TerreStar New York Inc.                         5,000
         0887729 B.C. Ltd                               13,945
B.21   Other Contingent & Unliquidated Claims
       Proof of claim (No. 99) for contribution        Unknown
       rights filed against TerreStar Networks
       Inc., Case. No. 10-1544
B.35   Other Personal Property
       Pre-paid expenses
         Financing Fees (DIP Loan)                   1,411,921
         Insurance                                     233,050
         Weil, Gotshal & Manges, LLP                   123,275
         Quinn Emanual Urquhart & Sullivan LLP          94,512
         Akin, Gump, Strauss, Hauer & Feld LLP          67,773
         EPIQ Financial Balloting Group                 11,668
         Wachtell, Lipton, Rosen & Katz                  8,448


      TOTAL SCHEDULED ASSETS                      $152,391,582
      ========================================================

C.     Property Claimed as Exempt                           N/A
D.     Secured Claim
       Colbeck Capital Management LLC                 $875,000
       Nexbank SSB                                   4,308,262
E.     Unsecured Priority Claims                        Unknown
F.     Unsecured Non-priority Claims
       Elektrobit Inc.                              25,753,554
       Terrestar 1.4 Holdings LLC                      956,630
       Van Vlissingen and Company                      444,209
       Jefferies & Company Inc.                        350,000
       Mehlman Capitol Strategies Inc.                  70,000
       Morgan Stanley Smith Barney LLC                  13,823
       Comed                                               866
       Iron Mountain Records Management                    591
       R4 Services LLC                                      76

      TOTAL SCHEDULED LIABILITIES                  $32,773,013
      ========================================================

Terrestar Corp. also filed schedules of its executory contracts
and non-residential real property leases, which can be accessed
at http://bankrupt.com/misc/TstarCorp_Leases.pdf

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR CORP: Files Statement of Financial Affairs
----------------------------------------------------
Vincent Loiacono, chief financial officer of Terrestar
Corporation, disclosed that the company recorded these net losses
from the operation of its business:

   Period                                       Amount
   ------                                    ------------
   Fiscal YTD - 01/31/11                      ($4,518,728)
   Fiscal 2010                               ($53,084,807)
   Fiscal 2009                               ($58,092,514)

The company also recorded these net loss and net income other
than from the operation of its business during the two years
prior to its bankruptcy filing:

   Period                                       Amount
   ------                                    ------------
   Fiscal YTD - 01/31/11  Interest Income        $762,924
   Fiscal Year 2010       Other Income           $225,431
   Fiscal Year 2010       Interest Income     $12,180,375
   Fiscal Year 2010       Loss on Disposal        ($2,137)
                           of Assets
   Fiscal Year 2009       Other Income           $242,702
   Fiscal Year 2009       Interest Income      $1,647,478

Mr. Loiacono disclosed that within 90 days before the Petition
Date, TerreStar Corp. paid $3,991,598 to 18 creditors.  A list of
the 90-day pre-bankruptcy payments is available for free at:

       http://bankrupt.com/misc/TCorp_Payment90days.pdf

Within one year before the Petition Date, TerreStar Corp. made
payments to these creditors who are or were insiders:

Insiders              Title                 Amount
--------              -----               ----------
David Andonian     Board Member             $42,750
David Meltzer      Board Member             $33,750
Eugene Davis       Board Member             $46,500
Jacques Leduc      Board Member             $24,000
William Freeman    Board Member             $66,380

TerreStar Corp. also made these payments related to debt
counseling or bankruptcy within one year before the Petition
Date:

Firm                                        Amount
----                                      ----------
Akin, Gump, Strauss, Hauer & Feld LLP     $4,873,516
Blackstone Advisory Partners LP           $1,367,154
Quinn Emanual Urquhart & Sullivan LLP     $1,074,915
Fraser Milner Casgrain LLP                  $985,830
Weil, Gotshal & Manges LLP                  $718,951
Wachtell, Lipton, Rosen & Katz              $358,006
Stikeman Elliott LLP                        $249,173
The Garden City Group Inc.                  $236,600
Deloitte & Touche LLP                       $133,975
Blackstone Advisory Group                   $116,071
Bennett Jones                                $45,252

Mr. Loiacono disclosed that "second priority interest" in all of
the assets of TerreStar Corp. had been transferred to Colbeck
Capital Management LLC on January 28, 2011.

The CFO further disclosed that the company is or was a party to
four lawsuits within one year before the Petition Date:

  (1) Elektrobit, Inc. v. TerreStar Corporation

  (2) Highland Crusader Offshore Partners, L.P., et al
      v. TerreStar Corporation

  (3) Highland Crusader Offshore Partners, L.P., et al
      v. TerreStar Corporation

  (4) Highland Crusader Offshore Partners, L.P., et al
      v. Motient Corporation

The three lawsuits filed by Highland Crusader have been dismissed
while the Elektrobit lawsuit remains pending.

Within two years prior to TerreStar's Corp.'s bankruptcy filing,
these bookkeepers and accountants kept or supervised the keeping
of the company's books of account and records:

Personnel                         Dates Services Rendered
---------                         -----------------------
Premsingh Giridharsuryakala         06/01/09 to Present
Controller

Vincent Loiacono                    02/16/09 to Present
Chief Financial Officer

At the time of TerreStar's bankruptcy filing, the company's books
of accounts and records were at the custody of Messrs.
Giridharsuryakala and Loiacono.  Meanwhile, Ernst & Young audited
the books of account and records of the company for the fiscal
year ending Dec. 31, 2009.

Charles Schwab & Co. Inc. has 23.7% of common stock ownership of
Terretar Corp.; Goldman Sachs & Co., 11.5%; and J.P. Morgan
Clearing Corp., 18%, Mr. Loiacono further disclosed.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Proposes to Purchase Equipment for $557,472
---------------------------------------------------------------
TerreStar Networks Inc. and its affiliates ask the Bankruptcy
Court to allow TerreStar Networks (Canada) Inc. to enter into an
agreement with Data Sales Co. to purchase certain equipment
totaling $557,472, pursuant to Section 363(b) of the Bankruptcy
Code.

TerreStar Networks Inc. entered into a prepetition lease with
Data Sales for the lease of network equipment.  TSN continues to
utilize certain equipment under the Lease, but no longer requires
the use of all equipment originally included in the Lease, Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, tells the Court.  Although TSN no longer requires the
equipment for its business operations, TSN Canada needs the
Excess Equipment for use in development of its point of presence
in Toronto, Canada, he explains.

TSN Canada has begun to build an intercept point in Toronto and
is scheduled to complete that construction by the third quarter
of 2011, Mr. Dizengoff relates.  However, TSN Canada lacks
certain network equipment necessary for completion of the Toronto
Point of Presence, he reveals.  To ensure a timely completion of
the development of the Toronto Point of Presence, TSN Canada
needs to acquire the requisite equipment without delay, he
continues.

If TSN Canada cannot obtain the required equipment on time,
completion of the Toronto Point of Presence will be significantly
delayed, which, in turn, may jeopardize TSN Canada's ability to
comply with its spectrum license and regulations, Mr. Dizengoff
contends.  He adds that because TSN's license in the United
States is based in part on TSN Canada's license, continued
Canadian license compliance is important to TSN.

Against this backdrop, TSN Canada and TSN approached Data Sales
regarding a purchase of the Excess Equipment, and after engaging
in arm's-length negotiations, TSN Canada and Data Sales entered
into the Purchase Agreement.

Mr. Dizengoff contends that the Purchase Agreement will also
indirectly benefit TSN because upon TSN Canada's entry into the
Purchase Agreement, Data Sales agreed to amend the Lease with TSN
to reflect a concomitant reduction in TSN's payments under the
Lease to account for the removal of the Excess Equipment from the
Lease.

The Debtors believe that TSN's entry into the Lease Amendment is
clearly within the ordinary course of its business and thus, the
motion does not request any relief from the Court related to
TSN's entry into the Amendment.

The Court will convene a hearing on March 23, 2011, to consider
the request.  Objections are due on March 16.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Sprint Filing Identical Claims, Says Panel
--------------------------------------------------------------
As reported in the Jan. 3, 2011 edition of the Troubled Company
Reporter, TerreStar Networks Inc. and its units seek the entry of
a Bankruptcy Court order expunging, disallowing, or reducing
Sprint Nextel Corporation's Claim Nos. 49 through 52, 66 through
70, and 79 through 82.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, contends that by filing
identical claims aggregating more than $104 million against each
of the TSN Debtors, Sprint Nextel opportunistically and
inequitably is attempting to turn the bankruptcy claims process
"on its head and create claims that did not previously exist,
either legally or factually."

In response, the basic facts underlying the claims asserted by
Sprint Nextel Corporation are not in dispute, Eric T. Moser, Esq.,
at K&L Gates LLP, in New York, relates.  He points out that the
Debtors do not dispute that Sprint Nextel has completely cleared
the spectrum band licensed by the Debtors, thereby making the
spectrum available for the Debtors to provide mobile satellite
services.

In response, the Official Committee of Unsecured Creditors in
TerreStar Networks Inc.'s cases relates that Sprint Nextel
Corporation purports to be one of the single largest unsecured
creditors in the Debtors' cases and is, no doubt, a member of the
constituency that the Creditors Committee represents.  As a
fiduciary of the estate, however, the Creditors Committee
represents the interests of all unsecured creditors and must
respond when its constituency as a whole may be aggrieved by the
actions of one particular creditor.

In this regard, Sprint is attempting to use the bankruptcy claims
process to obtain a larger recovery and assert claims that simply
do not exist, David M. Posner, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., in New York, contends.  He notes that
Sprint's alleged claims arise from reimbursement of certain
expenses it incurred in reconfiguring certain Broadcast Auxiliary
Service licensees in the 2 GHz band.  He adds that Sprint is
allowed to seek reimbursement from Mobile Satellite Service
licensees under certain circumstances and the reimbursement is
what Sprint is attempting to recover through its proofs of claim.

"Yet, instead of asserting its claims against the appropriate MSS
Licensee, Sprint has adopted a strained interpretation of the
2010 Declaratory Ruling and takes the position that all of the
Debtors in these cases are jointly and severally liable to Sprint
for the MSS Reimbursement," Mr. Posner asserts.  Accordingly, he
notes, Sprint has filed identical proofs of claim for
approximately $104 million against each of the Debtors.

The Creditors Committee agrees with the Debtors that Sprint
should not be permitted to assert claims against each Debtor.
Contrary to Sprint's assertions, the 2010 Declaratory Ruling does
not impose joint and several liability on all of the Debtors, Mr.
Posner contends.  He insists that there simply is no basis to
hold all of the Debtors jointly and severally liable for the MSS
Reimbursement.

The Creditors Committee also believes a basis exists to disallow
the Sprint Claims for the simple reason that Sprint has not shown
that it will suffer any damages if it is not reimbursed for the
BAS relocation costs.  This is because Sprint is entitled to
deduct any costs incurred from an "anti-windfall" payment that
Sprint is required to pay to the U.S. Treasury as a result of
receiving valuable spectrum assets, Mr. Posner points out.

The Debtors, the Creditors Committee and Sprint will present to
Judge Lane on March 7, 2011, a discovery and supplemental
briefing scheduling order for the objection of the Sprint Claims.

Among other things, the scheduling order provides that the
parties will complete depositions and all discovery by April 20,
2011.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TERRESTAR NETWORKS: Committee Challenge Period Moved to March 11
----------------------------------------------------------------
TerreStar Networks Inc. and its affiliates and the Official
Committee of Unsecured Creditors in their Chapter 11 cases notify
parties-in-interest that they will present a stipulation extending
the Creditors' Committee's "challenge period" before the Court on
March 11, 2011.

The Challenge Period refers to the period, noted in the Final DIP
Financing Order issued in the TSN Debtors' cases, by which
certain parties including the Creditors' Committee may challenge
liens afforded to the TSN Debtors' prepetition lenders.

The Challenge Period is currently set to expire on March 7, 2011.

Pursuant to the Final DIP Financing Order, the Challenge Period
may be extended (i) by the Court, after notice and a hearing, for
cause shown, or (ii) by the Prepetition Agent, in writing, in its
sole and absolute discretion.

After engaging in discussions, the TSN Debtors and the Creditors
Committee stipulate that the Challenge Period, only with respect
to the Creditors' Committee, and not for any other party, will be
extended by three weeks or through and including March 28, 2011.

For the avoidance of doubt, the Challenge Period with respect to
all other parties-in-interest will expire on March 7, the Parties
maintain.

The Creditors' Committee and the TSN Debtors agree that, as it
relates to the TSN Debtors, it will take a deposition to be held
on March 10, 2011, or another date mutually agreed upon by the
Committee and the Debtors, during which it, and only it, will be
entitled to ask questions, and during which it will be limited to
asking questions based on an agreed list of topics which relate
solely to matters that are subject to the Challenge Period.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010 .  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC
has four wholly owned direct subsidiaries: TerreStar Holdings,
Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH
Holdings Inc.

TSC is currently seeking to have its case deemed jointly
administered with the cases of seven of the October Debtors under
the caption In re TerreStar Corporation, et al., Case No. 11-
10612 (SHL).  The seven Debtor entities who seek joint
administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued
by the Federal Communication Commission.  TSC also has an
indirect 89.3% ownership interest in TerreStar Network, Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc. or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100,000,001 to $500,000,000 in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor

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


TEXAS-SCARBOROUGH: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Texas-Scarborough, Inc.
        4400 Westway
        Dallas, TX 75205

Bankruptcy Case No.: 11-40702

Chapter 11 Petition Date: March 4, 2011

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Christopher J. Moser, Esq.
                  QUILLING, SELANDER, CUMMISKEY & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-3005
                  Tel: (214) 871-2100
                  E-mail: cmoser@qsclpc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txeb11-40702.pdf

The petition was signed by Kenneth M. Good, president.


TRICO MARINE: Plan Outline Hearing Set for April 13
---------------------------------------------------
As reported in the TCR on March 3, 2011, Trico Marine Services,
Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Joint Chapter 11 Plan of Liquidation and
related Disclosure Statement.  The Bankruptcy Court will conduct a
hearing on the Debtors' request to approve the Disclosure
Statement on April 13, 2011.

According to the DS, treatment under the Plan is as follows:
Credit Facility Claims and Priority Claims will be paid in full;
Allowed 8.125% Notes Secured Claims will be paid from the
proceeds of the sale of collateral securing such claims; other
Secured Claims will either be paid in full in cash, have their
claims reinstated or receive the collateral securing the claims;
holders of Allowed Convenience Claims will receive in full
satisfaction, discharge and release of such Claim its pro rata
share of $250,000, in cash, on the distribution date; holders of
Allowed General Unsecured Claims will, in full satisfaction,
discharge and release of such claim, receive its pro rata share of
available assets; all Intercompany Claims will be cancelled or
otherwise terminated and holders of Intercompany Claims will
receive no distribution under the Plan and Old TMS Equity will be
cancelled or otherwise terminated and holders of allowed Old TMS
Equity will receive no distribution under the Plan.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TULLY'S COFFEE: Names Cathy Campbell as Chief Financial Officer
---------------------------------------------------------------
TC Global, Inc., dba Tully's Coffee named Cathy Campbell as Chief
Financial Officer and Controller.  Campbell will be responsible
for all aspects of Tully's finance and accounting operations.

Campbell originally joined Tully's in October 2010 as Controller
and has been managing all aspects of the financial accounting
cycle during that time.  Her promotion to CFO is effective as of
Feb. 28, 2011.  Campbell will replace Howard Mendelsohn, who had
been serving as Tully's interim CFO since June 2010.

"We are very excited to have the opportunity to promote Cathy to
her new role on our senior leadership team," said Carl W.
Pennington, President and Chief Executive Office.  "The
combination of Cathy's overall business acumen, acute attention to
detail, experience with other public retail companies and
personable management style will make her an outstanding addition
to the Tully's team."

Prior to joining Tully's, Campbell worked for Organic to Go Food
Corporation where she served as Corporate Controller and was
recognized for her cash handling policies and detailed SEC
reporting and management.  She has also served as Director of
External Reporting and Corporate Controller for other Seattle-
based, publicly-traded companies, Cray Inc. and drugstore.com,
respectively.  She started her career in accounting in the
Anchorage, Alaska office of KPMG, LLP.

Campbell graduated from the University of Alaska - Anchorage with
a Bachelor of Business Administration and a Major in Accounting.

                        About Tully's Coffee

Headquartered in Seattle, Tully's Coffee Corporation --
http://www.tullys.com/-- is a specialty retailer and wholesaler
of fully handcrafted roasted, gourmet coffees.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Moss Adams LLP of Seattle, Washington, expressed substantial doubt
about Tully's Coffee Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the periods ended March 30, 2008, and April 1,
2007.  The firm reported that the company has incurred recurring
operating losses, an accumulated, and total stockholders' and
working capital deficit.

Tully's Coffee Corporation's consolidated balance sheet at
Sept. 28, 2008, showed $19.8 million in total assets and
$32.4 million in total liabilities, resulting in a $12.6 million
stockholders' deficit.  The company's Sept. 30 balance sheet
also showed strained liquidity with $16.0 million in total current
assets available to pay $28.7 million in total current
liabilities.  The Company also had $104.4 million in accumulated
deficit.  Tully's Coffee posted $801,000 in net losses on
$10.0 million in net sales for the 13-week period ended Sept. 28,
2008.


VECTAIR USA: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: VectAir USA, LLC
        dba Vector LLC
        dba VectairUSA
        11299 Airport Road
        Olive Branch, MS 38654

Bankruptcy Case No.: 11-22278

Chapter 11 Petition Date: March 4, 2011

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

Judge: Jennie D. Latta

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.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 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb11-22278.pdf

The petition was signed by Ken Hammerton, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kenneth and Brenda Hammerton           10-29460   09/01/10


VETTA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Vetta, LLC
        dba RE Holding LLC
        P.O. Box 875
        Tacoma, WA 98401

Bankruptcy Case No.: 11-41627

Chapter 11 Petition Date: March 3, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Debtor's Counsel: Brian L. Budsberg, Esq.
                  BUDSBERG LAW GROUP PLLC
                  1115 W Bay Dr Suite 201
                  Olympia, WA 98502
                  Tel: (360) 584-9093
                  E-mail: paralegal@budsberg.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-41627.pdf

The petition was signed by Bruce Steel, managing member.


VULCAN MATERIALS: Moody's Cuts Senior Unsec. Ratings to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded Vulcan Materials Company's
senior unsecured ratings to Ba1 from Baa3, and assigned Ba1
corporate family rating, Ba1 probability of default rating, and
SGL-3 speculative grade rating.  This rating action concludes the
review of Vulcan's ratings that was initiated on December 17,
2010.  The rating outlook is stable.

These rating actions were taken:

  -- Corporate Family Rating, assigned Ba1;

  -- Probability of Default Rating, assigned Ba1;

  -- Speculative Grade Liquidity Rating, assigned SGL-3;

  -- Various tranches of senior unsecured notes, downgraded to
     Ba1, LGD4, 52% from Baa3;

Rating outlook changed to stable from under review.

                         Rating Rationale

The downgrade was driven by Moody's expectation that Vulcan's
operating earnings, cash flow, and EBITDA will remain weak over
the intermediate term as it grapples with soft pricing in several
key markets, low demand from private construction, and ultimately
a conclusion to federal stimulus spending.

In Moody's view, Vulcan will be unable to restore investment grade
credit metrics over the next two years.  At Dec. 31, 2010 adjusted
debt-to-EBITDA leverage exceeded 7x.  Leverage metrics will likely
remain elevated and coverage metrics will remain weak until more
robust private construction demand takes hold, and in the meantime
the company's overall margins will likely remain pressured by weak
volumes and diminished pricing power in several key US markets,
particularly in Florida and parts of the Western U.S. which offset
strength in other key markets.

The Ba1 corporate family rating is supported by Vulcan's leading
position in the North American aggregates industry and its
regional geographic and end market diversity, substantial revenue
streams, and large proven reserves.  Longer term, the business
benefits from high barriers to entry, a stable competitive
landscape, and diverse end use markets.  The rating is constrained
by high financial leverage, in part resulting from debt incurred
to finance the Florida Rock acquisition, and in part due to a
sharp cyclical contraction in shipment volumes and resultant
operating cash flows.  Diminished cash flows hamper Vulcan's
ability to delever as debt reduction efforts are offset by falling
EBITDA.

The SGL-3 speculative grade liquidity rating reflects Vulcan's
sufficient liquidity profile, supported by $1.15 billion of
availability under its credit facility, absence of significant
debt maturities until December 2012, and sufficient room under the
financial covenant.  The company maintains modest cash balances,
and is expected to generate limited free cash flow over the next
twelve months.  The company relies on borrowing under its
revolving credit facility for a portion of its funding needs.  The
company could absorb up to a $2.5 billion impairment before
violating its 65% debt-to-capital covenant, out of a total of
$3.1 billion of goodwill and about $700 million of intangibles.

The stable outlook presumes that the company will be able to
modestly improve its credit metrics in 2011 as the conditions in
the building materials industry continue to stabilize, and
demonstrate more substantial improvement in 2012.  Current credit
metrics position Vulcan weakly in the Ba1 rating category.  Should
demand conditions not improve, there would be additional pressure
on earnings and leverage, and the rating might be at risk of
further downgrade.  The rating presumes that over the next
eighteen to twenty four months the company will successfully drive
debt-to-EBITDA toward 4.0x or lower, among other relevant metrics.
Over the past few years the company's successful infusion of
equity capital, dividend cut, focus on cost cutting, and capital
preservation demonstrate a commitment to improving its credit
profile despite challenging operating conditions.

Given current weak operating and financial metrics and weak demand
and pricing conditions in the industry, upward rating pressure in
the intermediate term is unlikely.

The rating would likely be downgraded in the event that Vulcan
does not demonstrate substantial progress towards improving its
margins, reducing its leverage and increasing its coverage metrics
over the near and intermediate horizon.  Failure to demonstrate a
consistent ability to drive debt-to-EBITDA towards 4.0x or lower
over the next eighteen to twenty four months could result in
consideration of further downgrade.  Rating pressures may emerge
in the event that private construction remains weak, state and
local construction remains constrained by fiscal tightening, and
stimulus funds are eventually exhausted.

Vulcan Materials Company is the largest producer of construction
aggregates in the U.S., and is also a major producer of asphalt
mix and concrete.  Its primary end markets include public
construction, infrastructure, private nonresidential, and private
residential construction, and its aggregates reserves are about
14.7 billion tons.  In 2010 Vulcan generated approximately
$2.6 billion in revenues.


WHISPERING WIND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Whispering Wind Trailer Park
        7726 E. Highway 287
        Coolidge, AZ 85228
        Tel: (602) 692-9609

Bankruptcy Case No.: 11-05553

Chapter 11 Petition Date: March 4, 2011

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

Judge: James M. Marlar

Debtor's Counsel: Philip C. Tower, Esq.
                  TOWER BRAND AND ASSOCIATES, PLLC
                  7047 E. Greenway Parkway, #250
                  Scottsdale, AZ 85254
                  Tel: (602) 692-9609
                  Fax: (602) 296-0450
                  E-mail: pctower@tower-law.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Peyman Masachi, manager.


WISCONSIN CHEESEMAN: All Plant Assets to be Sold at Public Auction
------------------------------------------------------------------
On March 2, 2011, at The Madison Concourse Hotel in Madison,
Wisconsin, a group of well-established food manufacturers,
industrial liquidators and gourmet food purveyors, gathered to
take part in a bid procedure to sell the assets of The Wisconsin
Food Gift Co. This parent company consists of The Wisconsin
Cheeseman, Mille Lacs Gourmet Foods and Scott's Fundraising.  The
company was established in 1946 by the Cremer family, who sold the
firm to an investment group in 2007.  The company suffered during
the economic downturn and was further burdened by debt service and
shrinking sales during peak seasonal times.

The Wisconsin Food Gift Co, in receivership under Chapter 128 of
Wisconsin Bankruptcy Law, went under the hammer in a process led
by Attorney Michael Polsky, Receiver, who is highly specialized in
such proceedings.

The result of the hard fought bidding was the sale of The
Wisconsin Cheeseman intangible assets to Swiss Colony, and the
sale of Mille Lacs intangible assets to a local cheese maker,
along with certain inventory assets.  The remaining intellectual
property, manufacturing equipment and plant assets were secured by
Rabin Worldwide, a leading international industrial auction house
that specializes in food facilities.  Rabin will offer these
assets by public auction on March 9 and 10, selling the
intellectual property and cheese related manufacturing equipment
on March 9 and the candy and chocolate equipment along with plant
assets on March 10.

The two-day sale will be attended by hundreds of bidders and will
allow for potential buyers to bid live on site or via
RabinLive(TM) , as the sale will be simulcast on the Internet to
allow for real-time electronic bidding in tandem with onsite
bidding.

Michael Polsky accepted Rabin's service package as the highest and
best offer and will rely upon them to prepare, promote and conduct
the sale on behalf of the senior secured creditor, Cole Taylor
Bank, who provided their consent to the decision.

Rabin Worldwide will offer public inspection of the assets on
Tuesday, March 8 from 9:00 a.m. - 4:00 p.m. CST, each day of the
auction sale, or earlier by appointment.

Auction offerings consist of all the cheese and confectionery
processing and packaging machinery, as well as forklifts, office
furniture, computers, lab, shop tools, and pallet racking.
To download a catalog for the sale, to receive further
information, or to make an appointment to inspect the plant please
contact Rabin at 800.421.2144 or go to http://www.rabin.com/


WTB FINANCIAL: Fitch Downgrades Preferred Stock Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
for W.T.B Financial Corporation and its principal banking
subsidiary to 'BBB' from 'BBB+'.  The Rating Outlook is Stable.

The rating action is due in part to WTBF's still elevated,
although moderately improved, asset quality metrics particularly
given the company's relatively small size compared to its rated
peer group.  WTBF's non-performing assets, including restructured
loans, as a percentage of gross loans plus other real estate owned
declined to a still elevated 3.82% at Dec. 31, 2010.  This figure
is down from 4.58% at Sept.  30, 2010, and up from 3.51% at the
end of 2009.  Fitch notes that this metric is also impacted by
WTBF's declining loan portfolio, given that it is the denominator
in the ratio.

WTBF continues to have an elevated number of problem loans in its
most problematic construction portfolios.  However, Fitch notes
that WTBF has made progress in reducing the number of problem
loans in this portfolio on an absolute basis.  That said, WTBF has
also continued to experience some inflows of problem assets in
both its residential mortgage and home equity portfolios amid
continued weak economic conditions across the company's Pacific
Northwest footprint, which has lagged the broader national
economy.  In addition, there continues to be lumpiness in both
non-accrual loans and early stage delinquencies in its large
commercial and industrial portfolio.  WTBF has had difficulties
with a couple of large loans over the course of the past year.
Furthermore, while Fitch acknowledges that WTBF possesses a
leading franchise in Spokane, WA, its geographic footprint is much
more concentrated compared to higher rated peers.

The Stable Outlook reflects Fitch's view that WTBF has largely
remained profitable, despite the elevated NPA's, as well as the
view that overall capital and reserve levels are appropriate to
support the current rating.  In Fitch's opinion, WTBF's key
markets have lagged the broader economy.  Therefore, further asset
quality pressures could surface over the near-term.  So far, not
including WTBF's construction portfolios, the performance of the
company's commercial real estate portfolios has been decent.
However, Fitch notes that the amount of non-accrual loans in both
the owner-occupied and non-owner occupied CRE portfolios have
modestly increased in absolute terms over the course of 2010.
Since CRE losses tend to lag in an economic cycle, Fitch notes
that there is still the potential for additional losses to emanate
from this portfolio.  Should WTBF experience growth, in absolute
terms, in non-performing assets, ratings could be pressured.

Seeing as WTBF is a privately held institution, the company does
not have access to the public equity markets.  This may make it
more difficult for WTBF to raise sufficient equity capital to exit
the U.S. Treasury's Capital Purchase Program, known widely as
TARP, before the rate on the company's preferred CPP shares resets
higher in 2014.  Although not required to repay the CPP at that
point, the higher rate would negatively impact overall
profitability.  WTBF has demonstrated some ability to raise new
equity, and in combination with dividends from the bank, could
facilitate repayment prior to the reset.  Although this would
likely lead to lower capital levels, it would not affect ratings.

Fitch has downgraded these ratings:

W.T.B. Financial Corporation

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Preferred stock to 'BB+' from 'BBB-'.

Washington Trust Bank

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Long-term deposits to 'BBB+' from 'A-';

Fitch has also affirmed these ratings:

W.T.B. Financial Corporation

  -- Short-term IDR at 'F2';
  -- Individual at 'B/C';
  -- Support at 'NF';
  -- Support Floor at '5'.

Washington Trust Bank

  -- Short-term IDR at 'F2'
  -- Individual at 'B/C';
  -- Short-term deposits at 'F2';
  -- Support at 'NF';
  -- Support Floor at '5'.

The Rating Outlook is Stable.


ZOGENIX INC: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
Zogenix, Inc., filed on March 4, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about Zogenix, Inc.'s ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company reported a net loss of $73.6 million on $23.4 million
of revenue for 2010, compared with a net loss of $45.9 million on
$0 revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $94.2 million
in total assets, $65.5 million in total liabilities, and
stockholders' equity of $28.7 million.

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

               http://researcharchives.com/t/s?747d

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.  Zogenix's first
commercial product, SUMAVELr DosePro(TM)(sumatriptan injection)
Needle-free Delivery System, was launched in January 2010 for the
acute treatment of migraine and cluster headache.  Zogenix's lead
product candidate, ZX002, is a novel, oral, single-entity
controlled-release formulation of hydrocodone currently in Phase 3
clinical trials for the treatment of moderate to severe chronic
pain in patients requiring around-the-clock opioid therapy.


* Circuits Now Split on Negative Equity on Auto Loans
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports there
is now an official split of circuit courts on the question of
whether the so-called negative equity on a previously owned auto
must be paid in full as a condition to keeping the newer car after
bankruptcy.  In AmeriCredit Financial Services Inc. v. Penrod (In
re Penrod), 08-60037, the 9th U.S. Circuit Court of Appeals (San
Francisco), departing from the eight other circuits that
considered the issue, denied a motion for rehearing. Had the
motion been granted, the case would have been heard again by all
active judges on the court.


* Holding Repossessed Car Warrants $13,000 in Damages
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
failure to return a repossessed car immediately after the owner's
bankruptcy properly resulted in a damage award of almost $13,000
to the bankrupt individual, U.S. District Judge Samuel
Der-Yeghiayan in Chicago ruled on Feb. 24, in Consumer Financial
Services Corp. v. Alexander, 10-6725.  The bankruptcy judge found,
and the district judge upheld, that there was a willful violation
of the automatic stay, justifying actual and punitive damages,
after the car owner refused to return the auto after it was
demanded.


* Two Ex-Bank of America Execs. Buying More Failed Banks
--------------------------------------------------------
Rick Rothacker at the Charlotte Observer reports that since July,
North American Financial Holdings founders Gene Taylor and Chris
Marshall have bought five banks from Miami to Raleigh. Through
more deals, they plan to double North American Financial's assets
over the next 12 to 18 months.

According to the report, in little more than a year, Taylor and
Marshall have created a $5 billion bank with 84 branches from
Raleigh to the Florida Keys, through a total of five deals.  In
the next year and a half, they plan to make more purchases, meld
the banks they have already bought and make NAFH a public company.

The former Bank of America Corp. executives, along with two other
partners, are continuing the tradition of acquisitive Charlotte
banks, while emphasizing plans to build a smaller regional
institution focused on customer service.


* Congress Warned That Reform Hurts Small Banks
-----------------------------------------------
American Bankruptcy Institute reports that industry officials at a
House Financial Services subcommittee hearing on March 2 told
lawmakers that many of the Dodd-Frank Act's new rules meant to end
unsound lending practices will only force small banks to close
while doing nothing to rein in the unregulated mortgage brokers
and other lenders that triggered the financial collapse.


* DiNapoli Tells CNBC State Bankruptcy Talk is 'Irresponsible'
--------------------------------------------------------------
Bloomberg News reports that New York State Comptroller Thomas
DiNapoli told CNBC that talk about possible state or federal
bankruptcy is "irresponsible" and the focus should be on getting
the state's spending under control.


* Michigan Governor Directs Cities to Begin Tightening Their Belts
------------------------------------------------------------------
Dow Jones' Small Cap reports that Michigan Gov. Rick Snyder says
his administration wants no part of the noisy labor fights flaring
in three neighboring states.  The report relates that instead, he
is leaning hard on his state's struggling cities and school
districts to do their own belt-tightening.

With his recent budget and proposed legislation, the newly elected
Republican is pressing municipal leaders to be more aggressive in
cutting jobs, benefits and services, and more efficient with their
spending, according to DBR.

The report notes that cities that don't comply stand to lose
either millions of dollars of state funding or control of their
finances.  DBR relates that in Allen Park, a Detroit suburb where
property values are down $100 million since last year and revenue
is off $1.1 million, officials are heeding the message.

This month, in a bid to exact concessions from employees and close
a $663,000 deficit, the city laid off its entire fire department.
Elsewhere, officials are bracing for disaster, the report adds.


* Moody's: Municipal Market Continues to Face Credit Pressure
-------------------------------------------------------------
Rating activity in 2010 provides further evidence that the
municipal market faces credit pressure not seen since the Great
Depression and that credit stress is expected to continue
through 2011, says Moody's Investors Service in its annual report
on rating changes for the previous year.

"Rating downgrades outpaced upgrades for the eighth consecutive
quarter, continuing a trend that began in the third quarter of
2008," said Moody's Assistant Vice President Elizabeth Foos,
author of the report, which outlines credit trends in each
municipal sector, discusses key factors behind those trends, and
highlights the most significant rating changes that occurred in
2010.

"While many issuers in the municipal sector will continue to face
pressure in 2011, we anticipate most will make the difficult
choices necessary to continue to service their debt," said Foos.
"While we expect payment defaults to rise, we believe that they
will be isolated and not widespread."

Moody's maintains a negative outlook on all major sectors,
including state and local governments, higher education, housing
and healthcare.

"Many issuers continue to face credit pressures related to
deterioration of revenue streams, growing expenditure demands, and
weak balance sheets," said Foos.

While most issuers managed to maintain a stable credit profile in
2010, approximately 5.5% or 750 of roughly 13,700 Moody's-rated
unique obligors experienced a rating change during the year with
the vast majority consisting of a one-notch change up or down. For
the full year, the overall ratio of municipal upgrades to
downgrades decreased to 0.5-to-1 in 2010 from 0.7-to-1 in 2009,
resulting in the lowest annual ratio of municipal upgrades to
downgrades in over 20 years.  The ratio of municipal upgrades to
downgrades based on affected par for 2010 remained very low as
well at 0.3-to-1.

"The ratio of upgrades to downgrades during 2010 is reflective of
economic and financial challenges faced by municipal issuers that
are expected to continue," said Foos.  "As in 2009, the majority
of rating revisions in 2010 were attributable to broad economic
rather than issuer-specific credit stress."

During the fourth quarter of 2010, the ratio of rating upgrades to
downgrades decreased to 0.2-to-1 from the third quarter 2010 ratio
of 0.5-to-1.  The fourth quarter ratio remains one of the lowest
recorded for this measure in at least the last five years and is
significantly lower than the 1.1-to-1 ratio experienced in the
first quarter of 2003, the year after the last national economic
recession.  The fourth quarter ratio of upgrades to downgrades
based on affected par value decreased to 0.2-to-1 from 0.4-to-1 in
the third quarter.

While economists report that the national recession has officially
ended and the U.S. economic outlook is improving, municipalities
are expected to remain challenged, says the Moody's report.

"Municipal issuers across all sectors are experiencing stress,
which is evidenced by persistent revenue deterioration, increased
spending pressures, and weakening of reserve funds," said Foos.
The report, "U.S. Public Finance Rating Revisions for Q4 and Full
Year 2010: The Stress Continues," is available at moodys.com.


* Moody's: Default Wave Failed to Sink Investor Recoveries
----------------------------------------------------------
The wave of U.S. corporate defaults that accompanied the credit
crisis and Great Recession produced average firm-wide recoveries
on defaulted debt that were near historical norms and higher than
the last two default cycles, Moody's Investors Service said in a
report published late last month.

Recovery rates benefitted from a preponderance of distressed
exchanges, which usually have higher recoveries than other types
of default, and the comparatively short duration of the default
wave, Moody's said.

"A higher default rate typically leads to lower recoveries, but
recoveries in this default cycle were surprisingly ordinary," said
David Keisman, senior vice president at Moody's and author of the
report.

Average firm-wide recoveries were 54.7% for 136 U.S. non-financial
corporate issuers that emerged from default between the fourth
quarter of 2008 and the first quarter of 2011, compared with an
historical average of 55.5%.  In the 1990-1991 and 2001-2002
default cycles, firm-wide recoveries averaged 47.7% and 46.7%,
respectively.

About one in four defaults during the latest cycle were distressed
exchanges, which are favored by private equity firms.  The swift
decline in the U.S. speculative-grade default rate, which hit 3.6%
a year after peaking at 14.6% in November 2009, also bolstered
recoveries.

"The default wave was brutal but comparatively quick," Mr. Keisman
said.  "Many companies emerged from default when the default rate
was relatively low and asset values were high in comparison with
previous cycles. Stronger recoveries in this cycle partly
reflected the shape of the default-rate curve and fortuitous
timing for issuers, not a breakdown in the traditional correlation
of defaults and recoveries."

There are still a large number of defaulted companies that have
yet to emerge, the report notes, but their recovery rates would
have to be very low to meaningfully change the benign average
recoveries seen so far.

The report, "Hard Data for Hard Times II: The Crisis That Wasn't,"
is available at http://www.moodys.com/


* Moody's: Defaults Down Dramatically in 2010
---------------------------------------------
The year 2010 marked a dramatic turnaround for corporate defaults,
with the number of Moody's-rated defaulted issuers dropping to
about a fifth of the number in 2009, and volumes falling to about
an eighth of what they had been the previous year, Moody's
Investors Service says in its annual corporate default and
recovery rates study.

"The year 2010 was a good one for the high-yield debt market with
respect to above-average returns and below-average defaults," said
Albert Metz, Moody's Managing Director of credit policy research.
"Indeed, defaults dropped significantly last year mainly due to
ample liquidity which helped some lowly rated companies avoid
default."

World-wide, only 57 Moody's-rated corporate issuers defaulted on a
total of $39.1 billion of debt in 2010.  By comparison, 265
companies defaulted on a total of $330.0 billion of debt in 2009,
while 103 defaults were registered in 2008, affecting $280.9
billion of debt.

Geographically, defaults remained concentrated in North America,
where 45 issuers defaulted in 2010.  Europe recorded eight
defaults, the second largest total for a region.

On a volume basis, defaulted debt totaled $23.4 billion in North
America compared to $9.0 billion in Europe.

By issuer count, the Capital Industries sector-industries that use
capital intensely such as the automotive, capital equipment,
chemicals, construction and building industries-accounted for 23%
of 2010 defaults, while the Consumer Industries sector accounted
for the next greatest share, making up 18% of the defaults.

By default volume, the Energy & Environment sector topped the list
by contributing 17% to the total volume, followed by the
Transportation, the Consumer Industries, the Banking, and the
Media & Publishing sectors, each of which accounted for 12% of the
total volume.

Although the Capital Industries sector accounted for 23% of
defaults last year, it was not the sector with the highest rate of
default.  That distinction belongs to the Media & Publishing
industry, which had a 3.6% default rate in 2010.

One trend that continued in 2010 was the significant proportion of
defaults that were distressed exchanges, which accounted for 42%
of total initial defaults during the year.  By contrast,
distressed exchanges only accounted for approximately 11% of
initial defaults on average from 1970 to 2007.

Between 2008 and 2010, the share of distressed exchanges increased
from 23% to 42%, while the share of bankruptcy filings fell from
45% to 21%, according to Moody's.

The year 2010 also supported Moody's observation that default
rates and recovery rates are negatively correlated. In 2010, as
default rates decreased, recovery rates increased.  For example,
the average corporate debt recovery rate for a senior unsecured
bond was 49.5% in 2010 as compared to 37.1% in 2009.

Moody's observes that recovery rates generally tend to be higher
on distressed exchanges as opposed to other types of default.
"Corporate Default and Recovery Rates 1920-2010" is Moody's 24th
annual default study in which the rating agency updates statistics
on the default, loss, and rating transition experience of
corporate bond and loan issuers for the previous year, as well as
for the historical period since 1920. The study covers financial
institutions, non-financial corporates, and regulated utilities
that have long-term debt ratings.  It is available on
http://www.moodys.com/


* Lenny Goldberg Talks About Construction Subcontractor Defaults
----------------------------------------------------------------
Leonard P. Goldberger, a Stevens & Lee shareholder, participated
in a program at the American Bar Association's Insurance Coverage
Litigation Committee's 2011 Continuing Legal Education conference
held on March 4-5 in Tucson, Arizona.

Addressing a national audience of insurance company and
policyholder coverage counsel, Mr. Goldberger discussed the
practical aspects of dealing with construction subcontractors who
default on a job, then seek bankruptcy protection.  He described
how legal practitioners can position their general contractor
clients to effectively manage risks of subcontractor defaults
through insurance and surety risk products, as well as other
strategies for maximizing protections in the context of
subcontractor bankruptcy cases.

Mr. Goldberger has nearly 35 years of experience practicing
business bankruptcy law.  He represents insurers in asbestos, mass
tort and environmental bankruptcy cases and works with foreign and
domestic investor clients in the acquisition and financing of
financially distressed businesses.

A former Vice President, Director and Executive Committee member
of the American Bankruptcy Institute, Mr. Goldberger also has been
Chair of the American Bar Association's Committee on Insurance
Coverage Subcommittee on Insolvency and is a member of the ABA's
Litigation Section and its Tort Trial and Insurance Practice
Section.  Mr. Goldberger is a member of INSOL International and is
an INSOL International Global Insolvency Fellow.

As published in Philadelphia magazine, Mr. Goldberger has been
recognized as a Pennsylvania Super Lawyer from 2005 to 2010 by
being selected by his peers as among the top 5 percent of lawyers
in the Commonwealth.

He received a J.D. from Villanova University School of Law and a
B.A., summa cum laude, from Temple University.

                         About Stevens & Lee

Stevens & Lee -- http://www.stevenslee.com-- is part of a
multidisciplinary professional services platform which also
consists of a health care risk consulting business, a FINRA-
licensed investment bank, an insurance consultancy specializing in
the risk finance, premium finance and life settlement markets, a
D&O and E&O insurance risk consulting business, a swap and
derivative advisory business, an operations consultancy for
manufacturers and federal and state lobbying units and a
government incentives and sales and use tax consulting business.

Stevens & Lee represents clients throughout the Mid-Atlantic
region and across the country from 15 offices in Pennsylvania, New
Jersey, Delaware, New York City and South Carolina.


* Perkins Coie Opens NY Office to Expand Restructuring Practice
---------------------------------------------------------------
Perkins Coie, Oregon's sixth-largest law firm, is opening a law
office in New York City.

Perkins Coie, with 68 Portland-area lawyers, according to the
Portland Business Journal's 2011 Book of List, said Schuyler
Carroll has joined the firm and will be the partner in charge of
the new office.

This is the law firm's second East Coast office; it has another in
Washington, D.C.

In a statement, law firm officials said opening the New York
office will allow Perkins Coie to "broaden its restructuring
practice to include representation of Chapter 11 debtors and
creditors' committees in the Southern District of New York, which
is (with Delaware) one of the two busiest business bankruptcy
courts in the nation."


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                  Total     Working   Holders'
                                 Assets     Capital     Equity
Company           Ticker         ($MM)       ($MM)      ($MM)
-------           ------        ------     -------   --------
ABRAXAS PETRO       AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE    ABT CN         117.9       (12.8)     (11.9)
ACCO BRANDS CORP    ABD US       1,149.6       292.8      (79.8)
AEGERION PHARMAC    AEGR US          2.9       (29.5)     (27.3)
ALASKA COMM SYS     ALSK US        620.6         1.4      (20.5)
AMER AXLE & MFG     AXL US       2,114.7        33.0     (468.1)
AMERICAN STANDAR    ASEN US          0.0        (0.1)      (0.1)
AMR CORP            AMR US      25,088.0    (1,942.0)  (3,945.0)
ANACOR PHARMACEU    ANAC US         20.4        (1.6)      (8.2)
ARQULE INC          ARQL US         94.1        45.1       (9.7)
ARVINMERITOR INC    ARM US       2,814.0       357.0     (990.0)
AUTOZONE INC        AZO US       5,640.5      (584.3)    (817.2)
BLUEKNIGHT ENERG    BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E    BOWFF US     2,326.8         -       (109.0)
BOARDWALK REAL E    BEI-U CN     2,326.8         -       (109.0)
BOSTON PIZZA R-U    BPF-U CN       112.0         2.0     (115.5)
CABLEVISION SY-A    CVC US       8,840.7      (522.2)  (6,280.7)
CAMPUS CREST COM    CCG US         327.5         -        (60.7)
CANADIAN SATEL-A    XSR CN         188.3       (44.0)      (6.1)
CC MEDIA-A          CCMO US     17,479.9     1,504.6   (7,204.7)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY     CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY     LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS       CHH US         411.7        (1.7)     (58.1)
CLEVELAND BIOLAB    CBLI US         11.9        (9.7)     (10.0)
COLUMBIA LABORAT    CBRX US         28.9        13.3      (12.1)
COMMERCIAL VEHIC    CVGI US        286.2       116.1       (0.1)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        311.2       (27.8)    (103.7)
DISH NETWORK-A      DISH US      9,632.2        74.1   (1,133.4)
DISH NETWORK-A      EOT GR       9,632.2        74.1   (1,133.4)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,239.0       966.0   (1,075.0)
ENDOCYTE INC        ECYT US         11.4         4.7       (2.6)
EPICEPT CORP        EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC        EXEL US        360.8       (16.5)    (228.3)
FIRST SURGICAL P    FSPI US          -          (0.0)      (0.0)
FORD MOTOR CO       F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC         GY US          991.5        71.4     (195.1)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,806.8       268.0     (530.7)
HICKS ACQUISITIO    HKACU US         0.8        (0.8)      (0.1)
HICKS ACQUISITIO    HKAC US          0.8        (0.8)      (0.1)
HOVNANIAN ENT-A     HOV US       1,817.6     1,101.9     (337.9)
HOVNANIAN ENT-B     HOVVB US     1,817.6     1,101.9     (337.9)
HUGHES TELEMATIC    HUTC US        111.4         1.9      (42.1)
IDENIX PHARM        IDIX US         63.1        24.0      (21.3)
INCYTE CORP         INCY US        489.6       341.9      (88.6)
IPCS INC            IPCS US        559.2        72.1      (33.0)
ISTA PHARMACEUTI    ISTA US        134.2        15.8      (79.1)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY GROU    JE CN        1,760.9      (339.4)    (328.6)
KNOLOGY INC         KNOL US        787.7        20.4      (15.9)
KV PHARM-A          KV/A US        358.6       (81.1)    (139.1)
KV PHARM-B          KV/B US        358.6       (81.1)    (139.1)
LIGHTING SCIENCE    LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LIZ CLAIBORNE       LIZ US       1,257.7        39.0      (21.7)
LORILLARD INC       LO US        3,296.0     1,509.0     (225.0)
MAINSTREET EQUIT    MEQ CN         448.9         -         (9.0)
MANNKIND CORP       MNKD US        277.3        55.8     (185.5)
MEAD JOHNSON        MJN US       2,293.1       472.9     (358.3)
MOODY'S CORP        MCO US       2,540.3       409.2     (309.7)
MORGANS HOTEL GR    MHGC US        759.1        47.0      (42.1)
MPG OFFICE TRUST    MPG US       3,267.4         -       (897.2)
NATIONAL CINEMED    NCMI US        854.5        77.3     (318.4)
NAVISTAR INTL       NAV US       9,730.0     2,246.0     (924.0)
NEWCASTLE INVT C    NCT US       3,760.1         -       (591.2)
NEXSTAR BROADC-A    NXST US        607.6        31.2     (189.9)
NORTH AMERICAN G    NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC       NPSP US        228.9       133.8     (155.3)
NYMOX PHARMACEUT    NYMX US          0.9        (1.0)      (1.8)
OTELCO INC-IDS      OTT US         322.1        22.0       (5.2)
OTELCO INC-IDS      OTT-U CN       322.1        22.0       (5.2)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        257.5        26.1     (304.5)
PETROALGAE INC      PALG US          5.9        (8.2)     (51.6)
PLAYBOY ENTERP-A    PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLA US         165.8       (16.9)     (54.4)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         29.0       (29.4)      (9.6)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU    QLTY US        284.3        26.9     (132.9)
QWEST COMMUNICAT    Q US        17,220.0    (1,649.0)  (1,655.0)
REGAL ENTERTAI-A    RGC US       2,670.3       114.1     (267.3)
RENAISSANCE LEA     RLRN US         53.8       (38.5)     (35.1)
REVLON INC-A        REV US       1,086.7       157.6     (696.4)
RIGNET INC          RNET US         93.2         9.5      (11.6)
RSC HOLDINGS INC    RRR US       2,718.0       (60.8)     (37.3)
RURAL/METRO CORP    RURL US        285.3        60.1      (98.6)
SALLY BEAUTY HOL    SBH US       1,670.4       371.1     (406.1)
SINCLAIR BROAD-A    SBGI US      1,485.9        36.4     (157.1)
SINCLAIR BROAD-A    SBTA GR      1,485.9        36.4     (157.1)
SMART TECHNOL-A     SMT US         559.1       201.9      (63.2)
SMART TECHNOL-A     SMA CN         559.1       201.9      (63.2)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,162.7         -       (132.4)
SWIFT TRANSPORTA    SWFT US      2,577.9       237.4      (83.2)
SYNERGY PHARMACE    SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS     TCO US       2,546.9         -       (527.9)
TEAM HEALTH HOLD    TMH US         807.7        17.9      (51.4)
THERAVANCE          THRX US        212.6       161.1     (141.1)
UNISYS CORP         UIS US       3,020.9       538.7     (933.8)
UNITED RENTALS      URI US       3,693.0       156.0      (20.0)
VECTOR GROUP LTD    VGR US         949.6       299.9      (46.2)
VENOCO INC          VQ US          750.9       (11.6)     (84.2)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
VISTEON CORP        VC US        5,147.0     1,184.0     (737.0)
VONAGE HOLDINGS     VG US          260.4       (67.7)    (129.6)
WARNER MUSIC GRO    WMG US       3,604.0      (602.0)    (228.0)
WEIGHT WATCHERS     WTW US       1,092.0      (348.7)    (690.8)
WESTMORELAND COA    WLB US         765.0       (51.3)    (133.7)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,271.7     1,371.3      (68.8)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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