TCR_Public/110302.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 2, 2011, Vol. 15, No. 60

                            Headlines

3985 CORNERSTONE: Voluntary Chapter 11 Case Summary
ADVANTAGE BLASTING: Involuntary Case Taken Over by Ch. 11 Trustee
AEP TEXAS: Fitch Affirms BB+ Rating on Jr. Subordinated Debentures
AEG 777: Voluntary Chapter 11 Case Summary
AERIE RESORT: Receiver Cuts Asking Price Again

AMERICAN REPROGRAPHICS: S&P Affirms 'BB-' Corporate Credit Rating
AMERISTAR CASINOS: Neilsen Estate Deal Cues Moody's Rating Review
AMERICAN TREE: Financial Woes Cue Chapter 11 Bankruptcy Filing
AMERICAS ENERGY: Posts $720,000 Net Loss in Dec. 31 Quarter
ANCHOR BLUE: Nears Auction for Brand, Logo

AUTOCLUB BODY: Clawback Suit v. Kalb Survives Motion to Dismiss
BARTON HILL: SC Judge Urges Owners to File for Bankruptcy
BERNARD L MADOFF: Picard Seeks Return of $2.1BB From Tremont
BERNARD L MADOFF: Picard Seeks Return of $16MM From Merrill Unit
BIG HORN LAND: Dist. Ct. Affirms Approval of Wehners Accord

BOARDROOM PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
BORDERS GROUP: Barnes & Noble Interested in Some Store Locations
BORDERS GROUP: Sec. 341 Meeting of Creditors Set for March 22
BORDERS GROUP: US Trustee Appoints Unsecured Creditors' Committee
BUDDHA BUILDING: Case Summary & 7 Largest Unsecured Creditors

CAESARS ENTERTAINMENT: $400MM Loans Won't Move Fitch's CCC Rating
CAMP COOLEY: ETC Katy Asks Court to Lift Automatic Stay
CAMP COOLEY: GMAC Seeks Stay Relief to Foreclose on Vehicle
CAMP COOLEY: Has Nod to Hire ESA to Market Mineral Assets
CAPMARK FINANCIAL: Moody's Withdraws 'C' Senior Unsec. Rating

CASPIAN SERVICES: Posts $1.6 Million Net Loss in Dec. 31 Quarter
CATALYST PAPER: Letko Brosseau Discloses 7.59% Equity Stake
CDW CORP: S&P Raises Corporate Credit Rating to 'B'
CEDAR FUNDING: Creditors Approve Liquidation Plan
CEMTREX INC: Reports $144,200 Net Income in Dec. 31 Quarter

CHINA GINSENG: Posts $188,900 Net Loss in Dec. 31 Quarter
CINCINNATI BELL: Peninsula Capital Discloses 8.9% Equity Stake
CLOVERLEAF ENTERPRISES: Closes Rosecroft Raceway Sale to Penn
COACH AMERICA: Moody's Gives 'Caa1/LD' After Distressed Exchange
COMPETITIVE TECHNOLOGIES: Has $1.3MM Loss in 2 Mos. Ended Dec. 31

COMSTOCK RESOURCES: Moody's Assigns 'B2' Rating to $250 Mil. Notes
COMSTOCK RESOURCES: S&P Assigns 'B' Rating to $250 Mil. Notes
CONEX HOLDINGS: C. Stanziale Named Interim Chapter 7 Trustee
CONEX INTERNATIONAL: Involuntary Case Taken Over by Ch. 11 Trustee
CONMED CORP: S&P Affirms Corporate Credit Rating at 'BB-'

CONSOLIDATED HORTICULTURE: Judge OKs $31-Mil. Sale to Lender
CONTINENTAL COIN: 9th Circuit Rejects Two Appeals
COYOTES HOCKEY: Hulsizer, Goldwater Fight Over Bonds
CREDIT ACCEPTANCE: Moody's Assigns 'B1' Rating to Senior Notes
DBSD N.A.: Noteholders Float Own $750-Million Reorganization Plan

DBSD N.A.: Tweaks Sale Agreement With Dish Network
DECODE GENETICS: Insurance Broker's Fee Not Avoidable
DEVELOPERS DIVERSIFIED: S&P Gives Stable Outlook, Keeps BB Rating
EASTMAN KODAK: S&P Lowers 'CCC' Corporate Rating From 'B-'
EASTMAN KODAK: FMR LLC Discloses 6.782% Equity Stake

EMAK WORLDWIDE: Files Reorganization Plan; DS Hearing on April 7
EMIVEST AEROSPACE: Plan Due Date Moved; Assets Marketing Ongoing
ENERGY FUTURE: Receives Default Letter From Aurelius
ENERGY FUTURE: Event of Default Won't Affect Moody's Ratings
ENERGY FUTURE: Fitch Maintains 'CCC' Rating, Outlook Negative

FAIRMOUNT MINERALS: S&P Assigns 'BB-' Rating to $1.075 Bil. Loan
FATBURGER RESTAURANTS: Puts 26 Store Locations for Sale
FIRST PHYSICIANS: Posts $1.7 Million Net Loss in Dec. 31 Quarter
FLINT TELECOM: Posts $2.2 Million Net Loss in Dec. 31 Quarter
FORD MOTOR: Wellington Management Discloses 4.91% Equity Stake

FORD MOTOR: Evercore Trust Discloses 7.97% Equity Stake
FORUM HEALTH: Committee Wants Ch. 11 Trustee to Take Over
FREDDIE WAYNE LONG: Bankr. Court Rules on Pleadings in ReVest Suit
FREESCALE SEMICONDUCTOR: Moody's Upgrades Default Ratings to 'B3'
GENERAL MOTORS: Creditors Committee Files Revised GUC Trust Pact

GENERAL MOTORS: JPMorgan Seeks Oral Argument at Plan Hearing
GENERAL MOTORS: Parties React to $420 Million Claims Reserve
GLC LIMITED: Files for Chapter 11 to Sell Assets
GLC LIMITED: Case Summary & 20 Largest Unsecured Creditors
GLEN ROSE: Posts $956,000 Net Loss in Dec. 31 Quarter

GLOBAL CROSSING: FMR LLC Discloses 15% Equity Stake
GOLF CLUB AT AVERY: Case Summary & 20 Largest Unsecured Creditors
GPS PAINTING: Case Summary & 13 Largest Unsecured Creditors
GRAND ISLAND LIQUOR: Court Denies Use of Pathway Bank Collateral
GRAY TELEVISION: FMR LLC Discloses 14.454% Equity Stake

GREEN PLANET: Reports $167,800 Net Income in Dec. 31 Quarter
GULFSTREAM INT'L: General Claims Bar Date on March 16
HAMPTON ROADS: David Twiddy Resigns as Exec. Vice President
HEALTHSOUTH CORP: FMR LLC Discloses 10.473% Equity Stake
HEALTHSOUTH CORP: Wellington Management Holds 1.47% Equity Stake

HEALTHSOUTH CORP: Invesco Ltd. Discloses 6.0% Equity Stake
HINESLEY FAMILY: Court Won't Appoint Ch. 11 Trustee for Now
HUDSON HOLDING: Posts $3.9 Million Net Loss in Dec. 31 Quarter
INNKEEPERS USA: Groups Balks at Lehman/Five Mile's 374MM Buyout
JB'S FAMILY: Returns to Chapter 11 to Reorganize Restaurants

JB'S FAMILY: Case Summary & 20 Largest Unsecured Creditors
JC PENNEY: $900 Mil. Share Repurchase Won't Affect Moody's Ratings
JC PENNEY: S&P Affirms Corporate Credit Rating at 'BB+'
JETBLUE AIRWAYS: FMR LLC Discloses 14.990% Equity Stake
JETBLUE AIRWAYS: Wellington Management Holds 5.68% Equity Stake

JOSEPH A STEPHENS: Court Denies Plan Confirmation
JOSHUA HOTEL: Case Summary & 18 Largest Unsecured Creditors
KRONOS INTERNATIONAL: To Redeem EUR 80MM Sr. Notes at 102.167%
KY USA ENERGY: Farm-Out Assignments Aren't Executory Contracts
LARRY C MITCHELL: 11th Circuit Reverses Tax Ruling

LEHR CONSTRUCTION: Court Extends Schedules Deadline to April 6
LEHMAN BROTHERS: $1.173 Billion Already Paid to Professionals
LEHMAN BROTHERS: NY Regulators' Suit vs. E&Y Takes Detour
LEHMAN BROTHERS: Wins Approval of Greenbrier Settlement
LEHMAN BROTHERS: Wins Approval of Swedbank AB Settlement

LEVEL 3 COMMS: Loomis Sayles Discloses 10.98% Equity Stake
LEWIS CRANE: Caterpillar Financial Wins Guaranty Suit
LIEBFRIED AVIATION: Court Directs Accountant to Disgorge Fees
LOEHMANN'S HOLDINGS: Emerges From Chapter 11 Protection
MA BB OWEN: Files for Chapter 11 in Sherman, Texas

MA BB OWEN: Voluntary Chapter 11 Case Summary
MARC DREIER: Ch. 7 Trustee Sues Anguillan Developer for $1.5MM
MDG CAPITAL: Three Residential Communities Now in Chapter 11
MDG CAPITAL: Voluntary Chapter 11 Case Summary
MEG ENERGY: Moody's Publishes 'B1' Probability of Default Rating

MESA AIR: Exits Chapter 11 as a Strong, Competitive Airline
MESA AIR: Wins Approval of US Bank/Finame Agreement
MESA AIR: Has Settlement Allowing Ariz. Rev. Dept. Claims
MESA AIR: signs Deal Assuming Bonds and Disallowing Zurich Claims
MID WEST HOTEL: Gainesville Holiday Inn Owner Files for Chapter 11

MID WEST HOTEL: Voluntary Chapter 11 Case Summary
MK NETWORK: Files for Chapter 11 Due to Fifth Street Dispute
MK NETWORK: Case Summary & 20 Largest Unsecured Creditors
MORNINGSIDE HEIGHTS: Restaurant to Remain Open While in Ch. 11
MOULDI SAYEH: Court Grants Ch. 11 Trustee's Bid for Damages

MPG OFFICE: David Tepper Discloses 8.68% Equity Stake
NAVISTAR INTERNATIONAL: FMR LLC Discloses 14.655% Equity Stake
NAVISTAR INTERNATIONAL: Jeffrey Altman Holds 8.09% Equity Stake
NAVISTAR INTERNATIONAL: Wellington Holds 6.67% Equity Stake
NAVISTAR INTERNATIONAL: Evercore Equity Stake Down to 0%

NAVISTAR INTERNATIONAL: Retiree Trusts No Longer Own Shares
NEW ORIENTAL: Amends 8-K, Files Copy of Conversion Agreement
NEW ORIENTAL: Posts $2.5 Million Net Loss in Dec. 31 Quarter
NEW ENTERPRISE: S&P Puts 'B+' Rating on CreditWatch Negative
NEXTMART INC: Posts $103,300 Net Loss in Dec. 31 Quarter

NORTH AMERICAN PETROLEUM: Well Operators Had No Valid Contract
OCWEN FINANCIAL: Fitch Affirms Issuer Default Rating at 'B+'
ONTARIO KUSHWOOD: Case Summary & 2 Largest Unsecured Creditors
ORIENT EXPRESSIONS: Case Summary & 13 Largest Unsecured Creditors
PACIFIC COAST: Case Summary & 19 Largest Unsecured Creditors

PACIFIC SAFETY: Forbearance Period Extended Until March 31
PAMELA CARVEL: Files for Chapter 11 Bankruptcy Protection
PENN TREATY: Robert Alper Discloses 5.1% Equity Stake
PERONE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
PERRY ELLIS: Moody's Assigns 'B2' Proposed Senior Bonds

PROVISION HOLDING: Posts $802,300 Net Loss in Dec. 31 Quarter
QWEST COMMUNICATIONS: FMR LLC Discloses 10.258% Equity Stake
REGAL ENTERTAINMENT: Anschutz Company Holds 47.8% Equity Stake
REGAL ENTERTAINMENT: Holds 28.4% Equity Stake in CineMedia Inc.
REGIONS FINANCIAL: Moody's Confirms 'Ba3' Long-Term Ratings

RIVER ISLAND: Files for Chapter 11 in Fort Lauderdale
RIVER ISLAND: Case Summary & 20 Largest Unsecured Creditors
ROBERT PRINTZ: Bankruptcy Judge Denies Cash Collateral Plan
ROOTER MASTER: Case Summary & 20 Largest Unsecured Creditors
RUGGED BEAR: Committee Seeks to Retain Jager Smith as Counsel

RUGGED BEAR: Court Approves Retention of Consensus Advisory
RYLAND GROUP: FMR LLC Discloses 15% Equity Stake
RYLAND GROUP: Janus Capital Discloses 6.2% Equity Stake
S & J: Case Summary & 9 Largest Unsecured Creditors
SABRE DEFENCE: Trustee Seeks to Move Forward With Bankruptcy Sale

SES SECURITIES: Case Summary & 8 Largest Unsecured Creditors
SIGNAL ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
SINOFRESH HEALTHCARE: Inks Consulting Agreement with Gary Zweig
SOMERSET PROPERTIES: Court Conditionally Approves Plan Outline
SONRISA REALTY: Court Confirms Compass Bank's Exit Plan

SOURCE PRECISION: Assigns All Assets to Finn for Liquidation
SOUTHWEST SPORTS: Court Dismisses Portion of Suit v. Kleem et al.
SUNRISE SENIOR: Reports $100.82 Million Net Income in 2010
SW GEORGIA ETHANOL: Can File Schedules & Statements Until March 8
SW GEORGIA ETHANOL: Section 341(a) Meeting Set For March 17

SW GEORGIA ETHANOL: Wants to Hire FMW & JCF as Co-Counsel
SW OWNERSHIP: Files for Chapter 11 in Austin
SW OWNERSHIP: Case Summary & 20 Largest Unsecured Creditors
TEAMWORK PHYSICAL: Case Summary & 20 Largest Unsecured Creditors
TELIPHONE CORP: Posts $30,600 Net Loss in Dec. 31 Quarter

TEREX CORPORATION: Moody's Lifts Ratings on Senior Notes to 'Ba3'
TERRESTAR NETWORKS: EchoStar No Longer Interested in TSN's Assets
TERRESTAR NETWORKS: Urquhart & Sullivan Represents Solus, et al.
TEXAS COMPETITIVE: Fitch Maintains CCC Rating, Outlook Negative
TH PROPERTIES: Susquehanna Bids $8.5MM for Burbank Grove Project

TH PROPERTIES: Suit vs. Lexon Goes Back to Trial Court
TMST INC: Chap. 11 Trustee to Tap BroadStreet as Consultant
TRICO MARINE: Launches Offer for Fin'l Restructuring Plan
ULTIMATE ACQUISITION: Court OKs Cash Collateral Use Until Apr. 29
ULTIMATE ACQUISITION: Court OKs Consultant Pact and Closing Sale

ULTIMATE ACQUISITION: Taps Campbell & Levine as Delaware Counsel
ULTIMATE ACQUISITION: Taps Falcon Advisors as Financial Advisors
UNITED REFINING: S&P Reports Additional Liquidity Support
US DATAWORKS: Has $619,200 Restated Loss in FY Ended March 31
VENTANA HILLS: Confirmation & Collateral Hearings Moved to Apr. 12

VENTANA HILLS: Seeks to Employ CB Richard Ellis as Appraiser
VIASAT INC: Moody's Affirms Corporate Family Rating at 'Ba3'
WELLINGTON PRESERVE: Court Approves J. Byington as Accountant
WINDSTREAM CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
WILLIAM COLLICOTT MANN: Chapter 11 Conversion Denied

YELLOWSTONE MOUNTAIN: Judge Kirscher Won't Recuse Self

* Bankruptcy Courts Prepare for Possible Shutdown, DBR Says

* James Barz Joins Robbins Geller Rudman & Dowd LLP
* Jeffrey Chadwick Joins McGuireWoods Chicago Office
* Jones Day's Bapna & Kirkland's Ginzburg Move to Quinn Emanuel

* Upcoming Meetings, Conferences and Seminars

                            *********

3985 CORNERSTONE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 3985 Cornerstone Apartments, LLC
          dba CORNERSTONE APARTMENTS
        c/o A. Laruffa
        P.O. Box 938
        San Clemente, CA 92674

Bankruptcy Case No.: 11-04870

Chapter 11 Petition Date: February 28, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.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 Anthony P. Laruffa, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mission Creek I, LLC                  10-39624         12/13/2010


ADVANTAGE BLASTING: Involuntary Case Taken Over by Ch. 11 Trustee
-----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
Charles Stanziale as Chapter 11 trustee for Advantage Blasting &
Coating, LLC.

Wells Fargo Bank, N.A., had asked the U.S. Bankruptcy Court for
the District of Delaware to (i) appoint a Chapter 11 trustee for
in the bankruptcy cases of Conex International, LLC, and Advantage
Blasting & Coating, LLC; and (ii) appoint an interim Chapter 7
trustee in the bankruptcy case of Conex Holdings, LLC.

Mr. Stanziale was also appointed as Chapter 11 trustee for Conex
International and interim Chapter 7 trustee for Conex Holdings.

Conex Holdings is the sole member of both International Conex and
ABC, and is wholly owned by CopperCom, Inc.  Wells Fargo said that
Conex Holdings, as the sole member of Conex International and sole
shareholder of ABC, has grossly mismanaged their affairs and has
breached its fiduciary duties by, among other things, shuttering
the businesses of Conex International for Conex Holdings' own
apparent gain.

Wells Fargo recounts that on Aug. 8, 2008, Conex International
entered into a credit agreement with a group of lenders led by
Wells Fargo, as agent.  Pursuant to the Credit Agreement, Conex
received a term loan of $120 million and a revolving loan of $30
million.  All of the Alleged Debtors are identified as Loan
Parties under the Credit Agreement and are jointly and severally
obligated to Wells Fargo, as Agent, and the Lenders.

According to Wells Fargo, starting in 2009, and continuing through
the Petition Date, Conex International ceased to make required
principal and interest payments under the Credit Agreement,
constituting an Event of Default thereunder.  Past due principal
payments are currently $42 million and past due interest had
accrued to $8 million by February 2011.  Beginning in February
2010, the Lenders notified Conex of its continuing default.

Wells Fargo discloses that as a result of the Events of Default,
and due in part to an enterprise value of substantially less than
the Alleged Debtors' indebtedness, the Lenders requested that
CopperCom consent to a turnover of its ownership of Conex
International to the Lenders and Conex's existing management.
CopperCom refused.  CopperCom also refused to permit the Lender to
have discussions with existing management regarding the possible
restructuring of the Conex's balance sheet, unless CopperCom was
permitted to control the time, place and participants at the
discussions.  CopperCom refused to permit Conex and its management
to pursue value maximizing transactions unless CopperCom could
control the economics, Wells Fargo said.

CopperCom, according to Wells Fargo, subsequently refused to
initiate discussions with AIG, a Mezzanine Lender, until the
proposed restructuring of Conex International's debt had been
consummated.  Wells Fargo said, "As it became apparent that
CopperCom might not obtain the consent of AIG as contemplated, the
Agent broached the possibility of filing a consensual, pre-
packaged Chapter 11 bankruptcy case followed by an asset sale.
Although CopperCom initially appeared amenable to this
alternative, it nonetheless failed to take even the most basic
steps toward this process."

After months of prodding by the Lenders, CopperCom finally
approached AIG in January 2011 about eliminating its subordinated
Conex debt.  "At that time, instead of seeking to eliminate AIG's
subordinated debt, CopperCom offered AIG $5 million of
subordinated debt, as well as a larger equity stake than had been
contemplated by the parties," Wells Fargo stated.  At the same
time CopperCom was purporting to negotiate with AIG, CopperCom was
directing Conex International to divert cash collateral away from
the possession and control of Agent and the Lenders.  On Feb. 2,
2011, the Lenders discovered that Conex had diverted upwards of $4
million of cash into accounts other than accounts at Wells Fargo
or otherwise subject to account control agreements, in direct
contravention of the Credit Agreement.

Wells Fargo says that after the Lenders' second demand that all
funds be immediately returned to the Approved Accounts, Conex
International returned approximately $1.8 million of the diverted
funds to an approved account, but it informed the Lenders that it
would not return the remaining $2 million.

Wells Fargo is represented by Stuart M. Brown --
sbrown@eapdlaw.com; R. Craig Martin -- rcmartin@eapdlaw.com; and
Cynthia Moh Baldwin -- cbaldwin@eapdlaw.com -- at Edwards Angell
Palmer & Dodge LLP and Alan P. Solow -- alan.solow@dlapiper.com;
Richard A. Chesley -- richard.chesley@dlapiper.com; and Gregory S.
Otsuka -- gregory.otsuka@dlapiper.com -- at DLA Piper LLP (US).

                     About Advantage Blasting

On Feb. 20, 2011, Wells Fargo, Bank of Montreal, and The
Prudential Insurance Company of America, commenced an involuntary
Chapter 7 bankruptcy case against Conex Holdings, LLC, and an
involuntary Chapter 11 bankruptcy cases against Conex
International, LLC (Bankr. D. Del. Case No. 11-10503) and
Advantage Blasting & Coating, LLC (Bankr. D. Del. Case No. 11-
10502).


AEP TEXAS: Fitch Affirms BB+ Rating on Jr. Subordinated Debentures
------------------------------------------------------------------
Fitch Ratings has upgraded the ratings of AEP Texas Central and
concurrently affirmed the long-term ratings for American Electric
Power Co. and its other subsidiaries: AEP Texas North, Appalachian
Power Co., Columbus Southern Power Co., Indiana Michigan Power
Co., Kentucky Power Co., Ohio Power Co., Public Service Co. of
Oklahoma, and Southwestern Electric Power Co. Additionally, Fitch
has assigned short-term ratings to TCC, TNC, APC, PSO and SWEPCO
of 'F2'.

The Rating Outlooks for TCC, AEP, CSP, APC, I&M, KPC, PSO, TNC and
SWEPCO are Stable.  The Rating Outlook for OPC remains Positive
pending the proposed merger with CSP.  Approximately $17.5 billion
of debt is affected by the rating actions.  A full list of rating
actions follows at the end of this release.

Key drivers of the ratings affirmations include: AEP's regulatory
and geographic diversification via ownership of nine rated
electric utility subsidiaries; generally balanced regulatory
environments; consolidated credit metrics that are consistent with
Fitch's 'BBB' Issuer Default Rating guidelines, a solid
competitive position with ownership of low-cost coal-fired assets
as well as a relatively low risk strategy of investing in
transmission assets.  Recent financial performance at the company
has been bolstered by base rate increases in Kentucky and West
Virginia, favorable weather across AEP's service territories,
effective cost control measures as well as continued improvement
in the economy, particularly in the industrial sector.  AEP's
ratios of EBITDA to interest and funds from operations to interest
were 4.2 times and 4.3x, respectively, for the year ended Dec. 31,
2010.  Consolidated leverage, as measured by the ratio of Debt to
EBITDA, was 4.0x for the same time period.  AEP has modest levels
of parent debt.  Fitch forecasts that AEP's consolidated credit
metrics will remain at or near current levels through 2014, taking
into account previously received and planned rate increases,
normalized weather and continued economic recovery.

Rating concerns relate to: AEP's exposure to emissions regulations
and legislation given the company's large coal-fired generation
fleet, regulatory uncertainty in Ohio regarding the pending
electric security plan filing at AEP Ohio (CSP and OPC), increased
customer switching in CSP's commercial sector and permitting and
merchant price risk issues surrounding SWEPCO's Turk coal plant
construction project.  Of additional concern is the uncertainty
related to the termination of the AEP East power pool.  AEP's
largest exposure to future carbon laws and other emissions
regulations is in Ohio, which encompasses approximately 42% of
total coal-fired generation.  Fitch notes that Ohio Senate Bill
221, which was enacted in May 2008, specifically provides electric
utilities with the ability to recover carbon related environmental
costs.

On Jan. 27, 2011, AEP Ohio filed a petition with the Public
Utilities Commission of Ohio, to establish a new electric security
plan for the period Jan. 1, 2012 through May 31, 2014.  In
addition, the companies plan to file a $93.2 million joint
distribution rate case in March of this year.  The PUCO is
expected to rule on the ESP no later than the fourth quarter of
this year.  AEP does have the option to file for a Market Rate
Option should the PUCO approve an ESP that is unacceptable to the
company.  Fitch notes that the current market structure in Ohio
for electric companies makes it challenging for utilities to make
longer-term investments (beyond the three-year horizon) in
generation.  This is not an immediate concern for AEP Ohio due to
the excess capacity at OPC, which has a reserve margin of 42%.  An
additional issue that has recently arisen in Ohio is the increased
customer switching in CSP's southern commercial jurisdiction, in
total about 3% in 2010 and expected to grow to 17% in 2011.  While
this equates to approximately 6% of AEP Ohio's total load, and
1.5% of total AEP load, the higher shopping levels, coupled with
the three-year ESP plans, could place pressure on the operating
efficiencies of the Ohio utilities over the longer term.

On Jan. 4, 2011, APC made a filing with the Virginia State
Corporation Commission that detailed the AEP East pool members'
(APC, I&M, KPC, CSP and OPC) intent to terminate the
interconnection agreement.  The pool members now have a three-year
time frame in which to work out a settlement and new arrangement.
The decision to evaluate the pool was initially raised by
regulatory concerns, particularly from Virginia, that the current
pool arrangement resulted in a lack of transparency.  At this
time, Fitch believes it is unlikely that the new arrangements to
replace the current pool will have material credit rating impacts
and will continue to monitor developments.

AEP expects to generate about $1.1 billion of cash through
accelerated depreciation, including $300 million in 2011, $550
million in 2012 and $225 million in 2013.  Management has not
specified how it intends to use the cash but has indicated that
they are reviewing several options, including reducing parent
level debt and/or funding pension expense and a lawsuit
settlement.

AEP has a sufficient short-term liquidity position, with
approximately $2.6 billion of net available liquidity as of Dec.
31, 2010, including $294 million of cash on hand.  AEP has credit
facilities totaling $3.4 billion, of which two $1.5 billion credit
facilities support the company's commercial paper program.  The
revolving credit agreements contain a covenant that requires AEP
to maintain a debt to total capitalization at or below 67.5%.  The
$478 million facility that matures in April 2011 is currently used
to support the various variable rate debt and floating rate debt.
Management plans to retire the facility and enter into bilateral
agreements as a replacement.  Consolidated debt maturities over
the next several years are considered manageable and are: $616
million in 2011, $565 million in 2012 and $1.1 billion in 2013.
The next parent-only maturity is in 2015, when $243 million of
senior notes becomes due.  Fitch expects maturing debt to be
funded through a mix of internal cash generation and external
refinancings.

AEP's 2011 capital spending budget is approximately $2.6 billion,
with $2.9 billion projected in 2012.  Major projects and
investments include transmission projects and environmental
compliance.  Capex financing is anticipated to be met through a
combination of internally generated cash and external debt
issuances.

Fitch has upgraded these ratings with a Stable Outlook:

TCC

  -- IDR to 'BBB+' from 'BBB';

  -- Senior unsecured debt and pollution control bonds to 'A-'
     from 'BBB+';

  -- Preferred stock to 'BBB' from 'BBB-'.

Fitch has assigned these ratings:

TCC
TNC
PSO
SWEPCO
APC

  -- Short-term IDR 'F2'.

Fitch has affirmed these ratings with a Positive Outlook:

OPC

  -- IDR at 'BBB';
  -- Senior unsecured debt and pollution control bonds at 'BBB+';
  -- Preferred Stock at 'BBB-';
  -- Short-term IDR and Commercial Paper at 'F2,

Fitch has affirmed these ratings with a Stable Outlook:

AEP

  -- IDR at 'BBB';
  -- Senior Unsecured Debt at 'BBB';
  -- Junior Subordinated Debentures at 'BB+';
  -- Short-term IDR at 'F2';
  -- Commercial Paper at 'F2'.

AEP Texas North

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'A-';
  -- Preferred stock at 'BBB'.

APC

  -- IDR at 'BBB-';

  -- Senior unsecured debt and pollution control revenue and solid
     waste disposal bonds at 'BBB';

  -- Preferred Stock at 'BB+'.

CSP

  -- IDR at 'BBB+';
  -- Senior Unsecured Debt and Pollution Control Bonds at 'A-';
  -- Short-term IDR and Commercial Paper at 'F2.

I&M

  -- IDR at 'BBB-';
  -- Senior Unsecured Debt at 'BBB';
  -- Preferred Stock at 'BB+';
  -- Short-term IDR at 'F2'.

KPC

  -- IDR at 'BBB-';
  -- Senior Unsecured Debt at 'BBB';
  -- Short-term IDR at 'F2'.

PSO

  -- IDR at 'BBB';

  -- Senior unsecured debt and pollution control revenue bonds at
     'BBB+';

  -- Preferred stock at 'BBB-'.

SWEPCO

  -- IDR at 'BBB-';
  -- Senior Unsecured Debt at 'BBB';
  -- Preferred Stock at 'BB+'.


AEG 777: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: AEG 777 LLC
        7740 SW 104 Street, Suite 209
        Miami, FL 33156

Bankruptcy Case No.: 11-15286

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.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 Abel Victores, president.


AERIE RESORT: Receiver Cuts Asking Price Again
----------------------------------------------
The Victoria Times Colonist reports that the receiver in charge of
the insolvent Aerie Resort has dropped the asking price for the
property to $4.75 million.  According to the report, court
appointed trustee Ken Glover said many people have been looking at
the 34-hectare estate, which closed its doors in 2009, but no one
has been able to come up with the financing.

The Times Colonist relates that Mr. Glover said they hoped
dropping the price might spark some action before the summer.
"Otherwise we could have it for another winter," the report quotes
Mr. Glover as saying.

The Times Colonist notes that the trustee listed the property with
DTZ Barnicke at $6.9 million in 2009, a price that was dropped to
$5.9 million and now to the $4.75 million figure.

The Aerie was on the market in 2004 for $13 million, at that point
being sold by original owner Maria Schuster.  Ms. Schuster closed
the Aerie in November 2010 following three difficult years.  A
sale must be approved by the courts.

Aerie Resort is a luxury hotel on the Malahat, British Columbia.
The hotel is set on 33 hectares and includes three buildings with
35 guestrooms.  Glover-Drennan is the receiver of the property.


AMERICAN REPROGRAPHICS: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Walnut Creek, California-based reprographics and
printing company American Reprographics Company.   S&P removed
this rating, along with all related issue-level ratings on the
company's debt, from CreditWatch, where S&P placed it with
negative implications on Oct. 22, 2010.  The rating outlook is
negative.

At the same time, S&P assigned its 'BB-' corporate credit rating
to parent company American Reprographics Company.

"The 'BB-' rating reflects S&P's expectation that ARC's revenue
and cash flow will remain highly cyclical and could take some time
to recover from the current protracted real estate downturn," said
Standard & Poor's credit analyst Tulip Lim.

S&P estimates that revenue will decline at a mid-single-digit
percentage rate and EBITDA will decline at a low-double-digit to
low-teens percentage pace.  S&P regards ARC's business risk as
weak given its dependence on U.S. construction spending.  S&P
views the company's financial risk profile as aggressive, given
its somewhat high debt leverage.

ARC has a leading market position in the fragmented reprography
market and has significant cost advantages from its nationwide
presence.  However, S&P considers its business profile to be weak
because its end markets are highly concentrated (more than 75% of
net sales are derived from printing for the architectural,
engineering, and construction segments) and the company has a high
geographic concentration in California.  ARC's operating
performance is linked to the U.S. construction market,
particularly that of nonresidential construction (approximately
70% of ARC's total revenue is nonresidential related), which S&P
expects to remain weak over the near term.


AMERISTAR CASINOS: Neilsen Estate Deal Cues Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Ameristar Casinos,
Inc. on review for possible downgrade following the company's
announcement that it has entered into a binding agreement with the
Co-Executors of the Estate of Craig H. Neilsen to purchase
26,150,000 shares of Ameristar common stock held by the Neilsen
Estate at a price of $17.50 per share, for a total price of
$457,625,000.

Ratings Placed on review for possible downgrade:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $650 million 9 % senior unsecured notes 2014 at B2 (LGD 5,
     84%)

The review for possible downgrade considers the material increase
in leverage that is expected to occur given the debt financed
nature of the share repurchase.  In connection with the
transaction, Ameristar plans to obtain approximately $2.1 billion
in new debt financing, the proceeds of which will be used to
retire approximately $1.5 billion of existing indebtedness and to
fund the share repurchase.  Pro forma for the share repurchase,
debt/EBITDA will be about 6.5 times compared to about 5 times
reported at Dec. 31, 2010.

In addition to the expected increase in leverage, Moody's review
will focus on Ameristar's free cash flow outlook and ability and
willingness to reduce leverage over the longer-term.  Any
downgrade of Ameristar's Corporate Family and Probability of
Default ratings would likely be limited to one-notch.  The
transaction is expected to close in the second quarter of 2011,
subject to financing and customary closing conditions and
regulatory approvals.

The shares to be repurchased represent approximately 45 percent of
Ameristar's outstanding shares and 83 percent of the Neilsen
Estate's current ownership in Ameristar.  After giving effect to
the transaction, the Neilsen Estate will own approximately 17
percent of Ameristar's outstanding common stock.

Ameristar Casinos, Inc., owns and operates eight hotel/casinos
in six jurisdictions.  The company generates approximately
$1.2 billion of consolidated net revenues.


AMERICAN TREE: Financial Woes Cue Chapter 11 Bankruptcy Filing
--------------------------------------------------------------
American Tree Co., a third-generation family business, is in
Chapter 11 bankruptcy.  American Tree specializes in excavating,
tree removal and landscaping.  The company has an office on Route
149 and a shop and yard on Bay Road in Queensbury, New York.

According to The Post-Star, Vice President John Stranahan said a
series of major health problems precipitated the financial
trouble.  "We went through a really long period of trials," The
Post-Star quotes Mr. Stranahan as stating.

The report discloses that the medical issues forced Mr. Stranahan
to take a year and a half off from the family business, which
limited the amount of work the company could take on.  "We cut our
gross receipts by 50 percent, which obviously couldn't cover our
debt," Mr. Stranahan said.

The report relates that Mr. Stranahan has since recovered and is
back at work.  He said the Company is looking to bring back its
commercial accounts and fill some of the dozen positions it
previously cut.  He hopes Chapter 11 will help American Tree gain
more flexibility with its lenders.

American Tree Co., Inc., filed a Chapter 11 petition (Bankr.
N.D.N.Y. Case No. 11-10488) on Feb. 25, 2011.  Robert J. Rock,
Esq., in Albany, New York, serves as counsel.

In its schedules, the Debtor disclosed $2,499,975 in assets and
$1,323,241 in liabilities.  Assets include property in Queensbury,
about four dozen trucks, trailers, pieces of equipment, and
machinery.

American Tree's voluntary Chapter 11 case summary was posted in
yesterday's Troubled Company Reporter.


AMERICAS ENERGY: Posts $720,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
Americas Energy Company-AECo, formerly Trend Technology
Corporation, filed its quarterly report on Form 10-Q, reporting a
net loss of $720,000 on $775,000 of revenue for the third quarter
ended Dec. 31, 2010, compared with a net loss of $21,000 on
$1.01 million of revenue for the three months ended Dec. 31, 2009.

The Company's balance sheet as of Dec. 31, 2010, showed
$26.0 million in total assets, $6.0 million in total liabilities,
and stockholders' equity of $20.0 million.

Weaver & Martin, LLC, in Kansas City, Mo., expressed substantial
doubt about Americas Energy's ability to continue as a going
concern, following the Company's results for the period from July
13, 2009 (inception), through March 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses and
had negative cash flows from operations.

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

               http://researcharchives.com/t/s?7427

                       About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo currently
operates surface mines in southeastern Kentucky.  In March 2010,
the Company acquired Evans Coal Corp. for $7,000,000 in cash, a
$25,000,000 promissory note and a 2% overriding royalty on all
coal sales generated from the properties acquired from Evans.
Evans owns or controls by lease mineral rights and currently
operates by use of contractors, two surface mines in Bell County
and one in Knox County, Kentucky.  In addition, the Company has
rights to oil properties located in Cumberland County, Kentucky
that are intended for future development.


ANCHOR BLUE: Nears Auction for Brand, Logo
------------------------------------------
Dow Jones' DBR Small Cap reports that Anchor Blue Holding Corp. is
preparing to auction off its intellectual property -- trademarks,
pattern books and simple, navy-and-white logo -- paving the way
for the brand to live beyond the California company's liquidation.

Company officials plan to sell the Company's intellectual
portfolio as part of Anchor Blue's Chapter 11 case, according to
DBR.  In addition to the store's trademarks, logos and Web site,
the sale also includes the style and pattern books that show the
clothing cuts and fashion guidelines for the Company's jeans,
graphic T-shirts and other apparel.

Those pattern guidelines could be the sale's biggest draw, said
Gabe Fried of Streambank, a Massachusetts firm hired by Anchor
Blue to handle the auction, the report notes.

                         Abut Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on Jan. 11, 2011 (Bankr. D.
Del. Lead Case No. 11-10110).  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly $24.7
million (book value) and total combined liabilities of roughly
$38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serves as counsel to the Debtors.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
An Official Committee of Unsecured Creditors has been formed in
the Chapter 11 cases.


AUTOCLUB BODY: Clawback Suit v. Kalb Survives Motion to Dismiss
---------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied a defendant's request to
dismiss Autoclub Body And Paint Service, Inc., v. Stuart R. Kalb
a/k/a Stuart R. Kalb, Trustee, Adv. Pro. No. 10-3696 (Bankr. S.D.
Fla.).  The Debtor filed the action against Defendant on Nov. 3,
2010, seeking recovery of a preferential transfer made by the
Debtor to or for the benefit of the Defendant.  In its complaint,
the Debtor alleges that Auto Paint & Supply of Lakeland, Inc.
obtained a Final Judgment against the Debtor for $7,879 in 2004.
The Complaint further states that Auto Paint & Supply of Lakeland
assigned all of its rights, title and interest in and to the
Judgment to Defendant and, on March 13, 2009, pursuant to
Defendant's instructions, the Miami-Dade County Sheriff attempted
to execute and levy on the Debtor's property.  Finally, the
Complaint alleges that, as a result of the Sheriff's levy, the
Debtor agreed to pay $15,340 in full satisfaction of the Judgment
to avoid the Sheriff levying on the Debtor's property.  Plaintiff
avers the $15,340 paid to Defendant on March 13, 2009, constitutes
a transfer of the Debtor's property as such term is defined in 11
U.S.C. Sec. 101(54).

A copy of the Court's Feb. 23, 2011 Memorandum Opinion and Order
is available at http://is.gd/TlWkKVfrom Leagle.com.

Based in Hialeah, Florida, Autoclub Body and Paint Service, Inc.,
filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
09-20354) on May 27, 2009, represented by Jeffrey N. Schatzman,
Esq. -- notices@schatzmanlaw.com -- at Schatzman & Schatzman,
P.A..  The Debtor scheduled total assets of $422,265 and total
debts of $1,547,215.


BARTON HILL: SC Judge Urges Owners to File for Bankruptcy
---------------------------------------------------------
Thomas J. Prohaska at The Buffalo News reports that New York State
Supreme Court Justice Richard C. Kloch, Sr., urged the owners of
the Barton Hill Hotel to file for bankruptcy, but their attorneys
said they are working to prevent that by having a major hotel
operator buy into the Lewiston facility.

According to the report, in a court appearance last week,
Judge Kloch rejected a request from Iddleson Group, holder of a
delinquent mortgage on the 72-room hotel, to place the hotel in
receivership.  A receiver would have collected all the hotel's
revenues and sent them to Iddleson, after keeping a share for
himself.

Judge Kloch, The Buffalo News discloses, said the Barton Hill
needs "reorganization," and he pointed out that he could force the
hotel into bankruptcy by signing a foreclosure order.  Judge Klock
invited Justin W. Gray, attorney for the Iddleson Group, to submit
such an order.  "It's not going to be long," Mr. Gray replied.

If Judge Kloch signed that order, the only way to prevent Iddleson
from seizing the hotel would be for the Barton Hill to file for
Chapter 11 bankruptcy protection.  Also, the hotel owes $43,025 in
back taxes and has been placed on Niagara County's tax foreclosure
list.  A Chapter 11 filing would prevent the county from taking
title and auctioning off the hotel, The Buffalo News says.

In addition to the back taxes, the hotel owes the county $67,178
in delinquent payments in lieu of taxes.  The Niagara County
Legislature voted Feb. 1, 2011, to authorize a lawsuit against the
hotel to try to collect; the suit was filed Tuesday in State
Supreme Court.


BERNARD L MADOFF: Picard Seeks Return of $2.1BB From Tremont
------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that Irving
Picard, the trustee seeking to recover assets for victims of
Bernard Madoff's fraud, is seeking the return of more than $2.1
billion in transfers to Tremont Group Holdings Inc. and its
affiliates.

According to Dow Jones, the lawsuit, which was originally filed
under seal in December and amended this week, alleges that Tremont
or its affiliates helped funnel more than $4 billion over a
15-year period to Mr. Madoff's firm, making it the second-largest
set of feeder funds to Mr. Madoff.

Dow Jones reports that in the amended lawsuit, Mr. Picard alleged
that Tremont and its affiliated funds repeatedly ignored "red
flags" that Mr. Madoff's business could be a fraud.  "They quite
simply did not want to know, remaining willfully ignorant in order
to maximize their own profits and serve their own-self interest,"
the lawsuit said, according to the report.

Dow Jones relates the suit alleges that Tremont earned more than
$180 million in fees in the six years before Mr. Madoff's fraud
came to light in December 2008 and as much as $240 million over
the life of the relationship.

Dow Jones also relates Tremont, which is being wound down, is a
subsidiary of Oppenheimer Acquisition Corp., a unit of
Massachusetts Mutual Life Insurance Co.  Mr. Picard also has sued
Oppenheimer and MassMutual as part of the lawsuit.

Dow Jones reports that Tremont and its subsidiaries agreed last
week to pay $100 million to establish a settlement fund to
compensate investors in its funds who allegedly lost money to Mr.
Madoff.  Tremont and its subsidiaries continue to deny wrongdoing.

                      About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L MADOFF: Picard Seeks Return of $16MM From Merrill Unit
----------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that Irving
Picard, the trustee seeking to cover assets for victims of Bernard
Madoff's fraud, is seeking the return of at least $16 million in
transfers to a Merrill Lynch & Co. unit, Merrill Lynch
International & Co.

Dow Jones relates that Mr. Picard's lawsuit was unsealed Monday.
According to Dow Jones, the lawsuit alleges that the Merrill Lynch
International failed to respond to "clear red flags" about
possible fraud at Mr. Madoff's firm while separately structuring
investments involving Madoff feeder funds.  In particular, the
suit asserts that:

     -- Merrill Lynch International, between June 2005 and August
        2007, sold about $58.3 million in structured notes and
        warrants tied to the returns of several so-called
        "Absolute Alpha" indices.  The indices were composed of
        several different funds, including two Fairfield Greenwich
        Group funds that acted as feeders to Mr. Madoff.  At
        inception, the Fairfield Sentry Ltd.  Or Fairfield Sigma
        Ltd. funds composed about 10% of each "Absolute Alpha"
        index;

     -- The notes were structured at the time that parent Merrill
        Lynch declined to do business with Mr. Madoff because it
        had concluded his structure -- simultaneously as
        investment adviser, prime broker and custodian -- lent
        itself to fraud and Mr. Madoff's investment advisory
        business might be fraudulent;

     -- At the time it was structuring the notes, Merrill Lynch
        International also repeatedly refused trades involving Mr.
        Madoff exposure.

Merrill Lynch is now part of Bank of America Corp.  Dow Jones
William Halldin, a Merrill Lynch spokesman, said, "We believe
there is no merit to this claim and we will vigorously defend
against it."

                      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.


BIG HORN LAND: Dist. Ct. Affirms Approval of Wehners Accord
-----------------------------------------------------------
Big Horn Land & Cattle Co., LLC, filed for Chapter 11 bankruptcy
(Bankr. N.D. Ind. Case No. 09-_____) on Feb. 3, 2009, after losing
a state court action, Case No. 44CO1-0711-CC-071, in LaGrange
County, Indiana.  The bankruptcy case was later converted to
Chapter 7, and Yvette Kleven was appointed as Chapter 7 Trustee.

After the bankruptcy filing, an appeal was taken by Big Horn in
the Indiana Court of Appeals, Case No. 44A03-0904-CV-152, and that
appeal has been stayed pending the bankruptcy trustee's decision
to prosecute or dismiss that appeal.  The state court case was a
consolidated matter in which the land contract sellers, David and
Deemia Wehner, sued Big Horn for foreclosure.  Big Horn had filed
a separate lawsuit claiming breach of contract, unjust enrichment
and fraud in the inducement that was consolidated with the
foreclosure action.

At trial, Big Horn elected the remedy of rescission based upon the
alleged fraud of the Wehners that was discovered after Big Horn
took possession, and when Big Horn sought to build on one of the
purchased/advertised parcels.  The other theories alleged in Big
Horn's complaint were withdrawn and not tried to the court.  The
trial court granted foreclosure to the Wehners and denied
rescission of the contract.  A timely appeal was then filed.

Once the bankruptcy was filed, the Wehners initially asked the
Chapter 7 Trustee to abandon the property, but later made an
agreement to pay $4,000 for the Chapter 7 Trustee to dismiss the
state court appeal.  The Chapter 7 Trustee filed her first Motion
to Approve that Compromise settlement for $4,000 on June 4, 2009.
Rudolfo Rodriguez objected to the first compromise, and a trial
was held on Oct. 8, 2009 with a subsequent briefing scheduled
ordered.

Bankruptcy Judge Robert E. Grant entered his order denying the
Chapter 7 Trustee's First Motion to Compromise on March 22, 2010.
Subsequently, on June 24, 2010, the Chapter 7 Trustee filed her
Second Motion to Compromise.  Mr. Rodriguez again objected.  A
trial was held on that Second Motion for Compromise on Sept. 8,
2010.  Judge Grant granted the Motion to Compromise and to dismiss
the state court appeal on Sept. 14, 2010.  Mr. Rodriguez, as
Creditor/Objector, filed his timely Notice of Appeal on Sept. 27,
2010.  He also filed a Motion for Stay of the Dismissal of the
state court appeal which was granted on Oct. 20, 2010.

District Judge William C. Lee affirmed the Bankruptcy Court
ruling.  Judge Lee held that the Bankruptcy Court did not err when
it found that the compromise is in the best interests of the
estate and a proper exercise of the Chapter 7 Trustee's judgment
and discretion.

The appellate case is Rudolfo Rodriguez, v. Yvette Kleven,
Trustee, Civil No. 1:10cv391-WCL (N.D. Ind.).  A copy of the
Court's Feb. 23, 2011 Opinion and Order is available at
http://is.gd/1WbAwPfrom Leagle.com.


BOARDROOM PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Boardroom Properties, LLC
        70007 Highway 111
        Rancho Mirage, CA 92270

Bankruptcy Case No.: 11-16499

Chapter 11 Petition Date: February 28, 2011

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

Judge: Scott C. Clarkson

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  26632 Towne Centre Drive, #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16499.pdf

The petition was signed by Jack P. Downes, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
S&J Property Holdings, LLC, a         11-16514            02/28/11
California limited liability company


BORDERS GROUP: Barnes & Noble Interested in Some Store Locations
----------------------------------------------------------------
Barnes & Noble, Inc., revealed in a recent conference call that it
plans to take over locations that Borders Group, Inc., is planning
to close as part of the bankrupt bookchain's restructuring
process, Shira Ovide wrote for the Deal Journal of The Wall Street
Journal.

Barnes & Noble Chief Executive William Lynch said certain of
Borders' closed stores appear attractive to the company given
that landlords of those locations may be willing to negotiate for
lower rental costs, Ms. Ovide related.

Barnes & Noble disclosed that about 75% of the 200 closing stores
are direct competitors of Barnes & Noble stores, Ms. Ovide noted.

According to The Journal article, the disclosure left some
analysts wondering why Barnes & Noble would spend any more money
on bricks-and-mortar retail business when physical books are on
the decline.  To this comment, Mr. Lynch responded that Barnes &
Noble stores continue to be profitable compared to Borders, which
is said to be losing $2 million a week on the store locations
that will be shuttered, the article added.

Barnes & Noble also suspended distribution of dividends to take
advantage of "market opportunities," the Deal Journal related.
The suspension of the dividend will help fund Barnes & Noble's
investment in digital business and possible takeover of certain
shuttered Borders locations, Mr. Lynch said, according to
Bloomberg News.

                        About Borders Group

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

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

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

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

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

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

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


BORDERS GROUP: Sec. 341 Meeting of Creditors Set for March 22
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, will convene a
meeting of the creditors of Borders Group Inc. and its debtor
affiliates on Tuesday, March 22, 2011, at 2:00 p.m. Eastern
Time, at the office of the U.S. Trustee, 4th Floor, at 80 Broad
Street, in New York.

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

The meeting offers creditors a one-time opportunity to examine
the Debtors' representative under oath about the Debtors'
financial affairs and operations that would be of interest to the
general body of creditors.  Attendance by the Debtor's creditors
at the meeting is welcome, but not required.

                        About Borders Group

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

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

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

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

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

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

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


BORDERS GROUP: US Trustee Appoints Unsecured Creditors' Committee
-----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Tracy Hope Davis,
the United States Trustee for Region 2, appointed on Feb. 24,
2011, seven creditors to serve as members of the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Borders Group, Inc., and its debtor affiliates.

The Committee members consist of publishers and landlords of
Borders Group:

  (1) Penguin Group (USA) Inc.
      Attn: Alexander Gigante
      Sr. VP Legal Affairs/Corporate Counsel
      375 Hudson Street
      New York, NY 10014
      Tel: (212) 366-2959
      Fax: (212) 366-2867

  (2) HarperCollins Publishers, LLC
      Attn: John Shrearer
      Vice President, Credit
      100 Keystone Industrial Park
      Scranton, Pennsylvania 18512
      Tel: (570) 941-1244
      Fax: (570) 941-1590

  (3) Random House, Inc.
      Attn: William C. Sinnott
      Vice President, Credit & Disbursements
      400 Hahn Road
      Westminster, Maryland 21157
      Tel: (410) 386-7480
      Fax: (410) 386-7439

  (4) The Perseus Books Group
      Attn: Charles Gallagher
      Chief Financial Officer
      387 Park Avenue - 12th Floor
      New York, NY 10016
      Tel: (212) 340-8133
      Fax: (212) 340-8105

  (5) Sony Music Entertainment
      Attn: Susan S. Danz
      Vice President of Credit & Collections
      210 Clay Avenue
      Lyndhurst, New Jersey 07071
      Tel: (201) 777-3643

  (6) GGP Limited Partnership
      Attn: Julie Minnick Bowden
      National Bankruptcy Manager
      110 North Wacker Drive
      Chicago, Illinois 60606
      Tel: (312) 960-2707
      Fax: (312) 442-6374

  (7) Simon Property Group
      Attn: Ronald M. Tucker
      Vice President/Bankruptcy Counsel
      225 W. Washington Street
      Indianapolis, Indiana 46204
      Tel: (317) 263-2346
      Fax: (317) 263-7901

Penguin Putnam Inc. is the Debtors' largest unsecured creditor
with a $41,118,914 claim.  Random House has a $33,461,062 claim
against the Debtors.  Harper Collins follows Random House in the
largest unsecured creditors list with a claim of $25,793,451.
Perseus holds a $7,776,292 claim against the Debtors and Sony
Music a $4,273,824 claim.

GGP LP and Simon Property are landlords to various Borders
stores.  GGP previously disclosed that it is the landlord to more
than 30 Borders-owned stores, which represent 5% of Borders'
total store count.

Lowenstein Sandler has been appointed to represent the Unsecured
Creditors Committee for Borders Group.  Bruce S. Nathan and Bruce
Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

                        About Borders Group

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

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

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

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

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

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

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


BUDDHA BUILDING: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buddha Building LLC
        213 NW 10th Ave., Suite 200
        Portland, OR 97209

Bankruptcy Case No.: 11-31480

Chapter 11 Petition Date: February 27, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Stephen Boyke, Esq.
                  LAW OFFICE OF STEPHEN T. BOYKE
                  806 SW Broadway #1200
                  Portland, OR 97205
                  Tel: (503) 227-0417
                  E-mail: steve@boykelaw.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 seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/orb11-31480.pdf

The petition was signed by Janis Alexander, manager.


CAESARS ENTERTAINMENT: $400MM Loans Won't Move Fitch's CCC Rating
-----------------------------------------------------------------
According to Fitch Ratings, Caesars Entertainment Corp.'s
announced plan to borrow $400 million in senior secured term loans
has no ratings impact on Caesars' or Caesars Entertainment
Operating Co.'s 'CCC' Issuer Default Ratings.  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 (a shopping, retail and entertainment corridor on the Las
Vegas Strip) and the Octavius Tower at Caesars Palace Las Vegas
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 Linq
and the Octavius Tower helping to fuel that improvement.

The Rating Outlook remains Stable, supported by the company's
adequate liquidity profile, which provides the company a few years
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.

The proposed six-year term loan would be borrowed by newly created
subsidiaries outside of CEOC, where most of Caesars' operating
subsidiaries and debt reside.  The loan proceeds would be used to
fund the completion of the Octavius Tower and Project Linq, which
is between Flamingo and Imperial Palace.  The existing assets
related to these projects will be transferred from CEOC to the
newly created subsidiaries.  Once the projects are complete,
wholly-owned subsidiaries of CEOC will lease the Octavius Tower
and the gaming component of Project Linq for a total of
$50 million per year and CEOC will guarantee those lease payments.
Caesars, the parent HoldCo, expects to 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 will contribute between $100 million to
$150 million in addition to the term loan to complete the
projects.

Although Fitch views the transfer of the Octavius Tower and the
Project Linq land outside of the CEOC restricted group as a
negative, Fitch's recovery analysis, which is incorporated into
the current Recovery Ratings, has assigned negligible
enterprise value to these assets.  Therefore there is no material
impact on the RRs.  The recovery analysis, dated Dec. 15, 2010, is
available at 'www.fitchratings.com' or by clicking on the link
below.

CEOC's 4Q'10 and year-end results within Fitch's expectations:

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 currently rates Caesars and CEOC:

Caesars Entertainment Corp.

  -- Long-term IDR 'CCC'.

Caesars Entertainment Operating Co. (CEOC, fka Harrah's Operating
Co.)

  -- Long-term IDR 'CCC';

  -- Senior secured first-lien revolving credit facility and term
     loans 'B/RR2';

  -- Senior secured first-lien notes 'B/RR2';

  -- Senior secured second-lien notes 'C/RR6';

  -- Senior unsecured notes with subsidiary guarantees 'C/RR6';

  -- Senior unsecured notes without subsidiary guarantees 'C/RR6'.

Chester Downs and Marina LLC

  -- Long-term IDR 'B-';
  -- Secured term loans 'BB-'.

The Rating Outlook is Stable.


CAMP COOLEY: ETC Katy Asks Court to Lift Automatic Stay
-------------------------------------------------------
Gas utility ETC Katy Pipeline, Ltd., asks the Hon. Ronald B. King
of the U.S. Bankruptcy Court for the Western District of Texas to
lift the automatic stay in Camp Cooley, Ltd.'s bankruptcy case.

ETC wants to proceed with litigating its petition in condemnation
in state district court, in the case styled ETC Katy Pipeline,
Ltd., Cause No: 08-03-18,050-CV, in the District Court of
Robertson County, Texas.

ETC filed its original petition on March 17, 2008, seeking to
acquire a 50-foot wide permanent easement for a single natural gas
pipeline, a 25-foot wide permanent access road easement and a
permanent utility easement, and two temporary workspace easements.
More specifically, ETC seeks to acquire: (i) a permanent easement
containing 11.3818 acres to be used for a single natural gas
pipeline and appurtenant facilities; (ii) a permanent easement
containing 0.7317 acres for an access road, a communications line,
and an electric powerline; (iii) a temporary workspace easement
containing 8.3871 acres; and (iv) a temporary workspace easement
containing 4.554 acres.  The term of the temporary workspace
easements will be for a period of 12 months from the date that ETC
obtains possession of the property.

On Jan. 13, 2009, the three Special Commissioners entered an award
in the Lawsuit awarding $770,000 to North CC Pipeline Corridor and
$0 to Camp Cooley Ltd.

On Jan. 27, 2009, ETC appealed that award by filing an objection
to the decision and award of the Special Commissioners and is
pursuing that appeal.

The Debtor has represented that North CC Pipeline Corridor merged
into Camp Cooley, Ltd., prior to Camp Cooley filing bankruptcy.

Debtor does not oppose ETC's request.  A hearing on the request
will be held on April 6, 2011, at 2:00 p.m.

ETC is represented by Thompson & Knight LLP.

                        About Camp Cooley

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

Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009.  The Company
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities.

R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally
represented the Company in its restructuring effort.  The firm,
however, was terminated in October 2010.  The Debtor is being
represented by Blake L. Beckham, Esq., at Beckham & Mandel, and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harrison & Tate Inc.


CAMP COOLEY: GMAC Seeks Stay Relief to Foreclose on Vehicle
-----------------------------------------------------------
The U.S. Bankruptcy Court will reconvene on March 10, 2011 at 2:00
p.m. to consider the request of Ally Servicing, LLC f/k/a GMAC for
an order for relief from the automatic stay in the bankruptcy case
of Camp Cooley Ltd., and alternatively for adequate protection.

On October 31, 2008, Camp Cooley executed a Retail Installment
Contract payable to Ally for $20,888.  As security for the
Contract, the Debtor granted to Ally a lien on a 2008 Chevrolet
Suburban VIN #3GNFC16058G196322.  The Debtor is past due for the
July 2010 through October 2010 payments for a total amount past
due of $1,032.48 and is therefore in default.  The payoff on the
Contract as of Nov. 9, 2010 is $19,173.79.

Because of the default cause exists to terminate the stay pursuant
to 11 U.S.C. Sec. 362(d)(1), Ally argues.

Attorney for Ally is:

          Blake Rasner, Esq.
          510 North Valley Mills Drive, Suite 600
          Waco, Texas 76710
          Telephone: (254) 776-3336
          Facsimile: (254) 776-6823

                        About Camp Cooley

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

Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009.  The Company
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities.

R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally
represented the Company in its restructuring effort.  The firm,
however, was terminated in October 2010.  The Debtor is being
represented by Blake L. Beckham, Esq., at Beckham & Mandel, and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harrison & Tate Inc.


CAMP COOLEY: Has Nod to Hire ESA to Market Mineral Assets
---------------------------------------------------------
Camp Cooley, Ltd., sought and obtained authorization from the Hon.
Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas to employ Energy Spectrum Advisors, Inc., to
assist with the sale of the Debtor's mineral interests.

The Debtor determined to sell its Mineral Interests and selected
ESA as its agent to assist it in the marketing of the Mineral
Interests.  ESA will develop strategies for the sale of the
Mineral Interests, compile appropriate sales materials, identify
potential buyers, and market the Mineral Interests to potential
buyers.  Upon identifying potential purchasers, ESA will assist
the Debtor in negotiating the terms of a sale, or sales, of the
Mineral Interests.

If ESA is successful in completing a Sale or Sales of the
Mineral Interests, ESA will be paid (a) a minimum success fee of
$350,000, (b) upon a Sale or Sales in excess of $8.75 million,
additional success fees equal to 4.0% of the gross sales price
above $8.75 million.  ESA will be entitled to reimbursement of its
reasonable costs and expenses associated with its performance of
the Agreement.  The expenses will not exceed $5,000 without the
Debtor's prior written approval.

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

                        About Camp Cooley

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

Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009.  The Company
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities.

R. Glen Ayers Jr., Esq., at Langley and Banack, Inc., originally
represented the Company in its restructuring effort.  The firm,
however, was terminated in October 2010.  The Debtor is being
represented by Blake L. Beckham, Esq., at Beckham & Mandel, and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harrison & Tate Inc.


CAPMARK FINANCIAL: Moody's Withdraws 'C' Senior Unsec. Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Capmark
Financial Group Inc. The ratings have been withdrawn because
Capmark filed for relief under Chapter 11 of the U.S.  Bankruptcy
Code and Moody's believes it lacks adequate information to
maintain the ratings.

These ratings have been withdrawn:

* Capmark Financial Group Inc. -- senior unsecured rating at C

Moody's last rating action with respect to Capmark Financial Group
was on September 4, 2009, when Moody's downgraded the company to C
from Caa1.

Capmark is a commercial real estate finance company headquartered
in Horsham, PA.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources.  However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


CASPIAN SERVICES: Posts $1.6 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
Caspian Services, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.6 million on $15.6 million of revenues
for the three months ended Dec. 31, 2010, compared with a net loss
of $2.2 million on $13.4 million of revenues for the same period
of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed
$114.9 million in total assets, $85.3 million in total
liabilities, and stockholders' equity of $29.6 million.

As reported in the Troubled Company Reporter on Jan. 29, 2011,
Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, expressed
substantial doubt about Caspian Services' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company is in violation of certain loan covenants which allows for
the lenders to exercise acceleration features and declare the
loans and accrued interest immediately due and payable.  Should
any of these parties determine to exercise their acceleration
rights, the Company would not have sufficient funds to repay any
of the loans.  At Sept. 30, 2010, the Company also had negative
working capital of $50.3 million.

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

               http://researcharchives.com/t/s?7425

Salt Lake City, Utah-based Caspian Services, Inc., provides
diversified oilfield services to the oil and gas industry in
western Kazakhstan.


CATALYST PAPER: Letko Brosseau Discloses 7.59% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Letko, Brosseau & Ass. Inc. disclosed that it
beneficially owns 28,958,745 shares of common stock of Catalyst
Paper Corp. representing 7.59% of the total shares outstanding.  A
total of 381,753,490 shares of common stock were outstanding as of
Dec. 31, 2009.

                       About Catalyst Paper

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

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

                          *     *     *

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

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


CDW CORP: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Vernon Hills, Ill.-based CDW Corp. to
'B' from 'B-'.  S&P also raised all issue-level ratings on the
company's debt.  The outlook is stable.

"The ratings on CDW reflect S&P's expectation that growth in North
American IT spending and consistent profitability will support
modest improvements in its highly leveraged financial profile in
the near term, despite highly competitive industry conditions,"
said Standard & Poor's credit analyst Martha Toll-Reed.

CDW is the leading value-added-reseller of IT products and
services to business, government, and education customers in the
U.S. and Canada.  It reaches its existing and prospective
customers through catalogs, direct mail, outbound telemarketing,
Web sites and Web advertising, and a direct sales force.  CDW's
fair business profile reflects the company's good position in the
highly fragmented value-added reseller market for technology
products and services, offset by a narrow geographic presence and
relatively low-margin characteristics.


CEDAR FUNDING: Creditors Approve Liquidation Plan
-------------------------------------------------
Larry Parsons at the Monterey County Herald reports that a
liquidation plan for Cedar Funding, a Monterey mortgage broker
that fell into bankruptcy nearly three years ago and left hundreds
of investors high and dry, has been approved by the firm's
creditors.  That sets the stage for a U.S. Bankruptcy Court judge
to issue a final decree at a June 2 hearing on Cedar Funding's
Chapter 11 case.

The report relates that to continue winding down the mortgage
company's assets, a new administrator will take over from trustee
Todd Neilson who oversaw Cedar Funding's battered real estate
portfolio since owner David Nilsen filed for bankruptcy in May
2008.  Creditors, most of them former investors in Cedar Funding's
real estate loans and mortgage investment pool, approved the
liquidation plan in balloting completed in early February.

The plan, the Monterey County Herald, estimates that creditors
would receive 5 to 10 cents on every dollar of valid claims.  An
accountant working for the trustee put the probable return rate at
7.6% in the most recent analysis filed in court.

"They accepted a plan for an orderly liquidation, transfer or
development of remaining properties, maybe, over a gradual period
of time," Monterey County Herald quotes Mr. Nilsen as stating.

                       About Cedar Funding

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

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

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


CEMTREX INC: Reports $144,200 Net Income in Dec. 31 Quarter
-----------------------------------------------------------
Cemtrex, Inc., filed its quarterly report on Form 10-Q, reporting
net income of $144,217 on $1.8 million of revenues for the three
months ended Dec. 31, 2010, compared with a net loss of $32,916 on
$891,454 of revenues for the same period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $2.4 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $772,180.

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a negative equity and negative working capital.

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

               http://researcharchives.com/t/s?742e

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.


CHINA GINSENG: Posts $188,900 Net Loss in Dec. 31 Quarter
---------------------------------------------------------
China Ginseng Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $188,916 on $919,877 of revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$106,310 on $58,579 of revenue for the same period ended Sept. 30,
2009.

The Company's balance sheet at Dec. 31, 2010, showed $10.1 million
in total assets, $4.7 million in total liabilities, and
stockholders' equity of $5.4 million.

The Company has accumulated deficits of $2,224,961 and $1,727,592
as of Dec. 31, 2010, and June 30, 2010, respectively, and there
are existing uncertain conditions the Company foresees relating to
its ability to obtain working capital and operate successfully,"
the Company said in the filing.

"Additionally, even if the Company does raise sufficient capital
to support its operating expenses and generate adequate revenues,
there can be no assurances that the revenues will be sufficient to
enable it to develop business to a level where it will generate
profits and cash flows from operations.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?742c

Changchun City, China-based China Ginseng Holdings, Inc., was
incorporated on June 24, 2004, in the State of Nevada.  The
Company conducts business through its four wholly owned
subsidiaries located in Northeast China.  The Company has been
granted 20 year land use rights to 3,705 acres of lands by the
Chinese government for ginseng planting and it controls control
through lease approximately 750 acres of grape vineyards.


CINCINNATI BELL: Peninsula Capital Discloses 8.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Peninsula Capital Advisors, LLC and Peninsula
Investment Partners, L.P. disclosed that they beneficially own
18,000,000 shares of common stock of Cincinnati Bell Inc.
representing 8.9% of the shares outstanding.  At Oct. 31, 2010,
there were 201,781,187 common shares outstanding.

                       About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

                         *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.  S&P said in November 2010 that the rating reflects the
Company's highly leveraged financial risk profile, with
expectations for limited discretionary cash flow after capital
spending, which is currently elevated to expand its data center
business.

The Company has a 'B' Issuer Default Rating, and Stable outlook,
from Fitch.  Fitch said in November 2010 that 'B' IDR for reflects
expectations for relatively high, albeit stable leverage and its
diversified revenue profile.  In addition, its wireline and
wireless businesses generate strong free cash flows.

In November 2010, Moody's Investors Service affirmed the Company's
B1 Corporate Family Rating and Probability of Default Rating.  The
stable outlook is based on Moody's expectations that CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses through increased efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.


CLOVERLEAF ENTERPRISES: Closes Rosecroft Raceway Sale to Penn
-------------------------------------------------------------
Andrea K. Walker, writing for The Baltimore Sun, reports that Penn
National Gaming Inc. has completed its acquisition of Rosecroft
Raceway, enabling the Prince George's racetrack to emerge from
Chapter 11 bankruptcy.

According to the report, the racetrack's reorganization plan was
dependent on the former owner of Rosecroft, Cloverleaf Enterprises
Inc., to sell most of its assets, including the track.

A bankruptcy judge approved Penn National's $11 million bid for
the track in February, but the transaction was finalized Monday,
according to The Baltimore Sun.

The Baltimore Sun discloses that the Chapter 11 case though is
still wrapped up in court because a competing bidder, Landow
Partners, wishes to submit a higher bid.  A hearing is scheduled
for March.

                   About Cloverleaf Enterprises

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.

In April 2010, Judge Paul Mannes denied a motion to sell the
assets, saying the sale "primarily benefits" the track's sole
shareholder.  The Company's operations were halted in June 2010.

In November 2010, the U.S. Trustee named James J. Murphy to serve
as Cloverleaf's Chapter 11 trustee.


COACH AMERICA: Moody's Gives 'Caa1/LD' After Distressed Exchange
----------------------------------------------------------------
Moody's Investors Service changed Coach America Holdings Inc.'s
probability of default rating to Caa1/LD from Caa3 following the
completion of a restructuring which Moody's views as a distressed
exchange.  In approximately three business days, Moody's will
remove the LD designation.  The PDR going forward will be Caa1.
In a related action, Moody's revised the rating outlook to stable
from negative upon the execution of an amended first lien credit
facility that reset leverage covenant requirements going forward,
while affirming the Corporate Family Rating of Caa1.

                        Ratings Rationale

Coach America executed a debt restructuring on February 18, 2011
which involved a change in its capital structure and amendments to
its first lien bank credit facility.  Moody's deemed that Coach
America defaulted on its second lien term loan because the debt is
believed to have been bought back by an affiliate of the Company's
shareholders led by the company's largest shareholder, Fenway
Partners, at a discount resulting in an economic loss for the debt
holders when it was exchanged for $24.5 million of common equity.

Concurrent with the conversion of debt to equity, the Company also
announced an additional $25 million equity investment from Coach
America's shareholders and an amended first lien credit agreement.
As part of the bank amendment, leverage covenant thresholds were
reset and the interest rate on the first lien term loan increased,
however the company has elected to pay the incremental interest
in-kind, thereby preserving liquidity.

The change in outlook to stable from negative reflects the
adequate liquidity profile subsequent to these transactions.

The affirmation of the Caa1 CFR continues to reflect Coach
America's continuing highly levered capital structure, very weak
EBIT to interest coverage (under one times) and negative free cash
flow.  Moody's expects that the company's financials are likely to
remain depressed throughout the intermediate term notably given
the ongoing economic malaise combined with anticipated required
capital investments.  Moody's also acknowledges that Coach America
benefits from high proportions of contracted or chartered business
and maintains strong market positions in its markets.
Nonetheless, the lack of free cash flow available to pay down debt
limits Coach America's ability to meaningfully reduce elevated
debt coverage metrics.

Given Moody's expectation of negative free cash flow due to a
combination of maintenance capital expenditure requirements and
expenditures related to lease expirations in 2011, positive
momentum in the ratings/and or outlook in the near term is
unlikely.

If the company's margins were to deteriorate, if volumes were to
further decline, or if orderly access to the revolver and
maintaining a good amount of financial covenant cushion were to
lessen, these events could trigger a negative action.  Credit
metrics that would likely accompany the aforementioned include:
debt/EBITDA above 7.0 times, EBITA to interest below 0.5x and
persistent negative free cash flow.

Ratings changed:

  -- Probability of Default Rating changed to Caa1/LD from Caa3
     (will revert to Caa1 in approximately three business days)

Ratings affirmed:

  -- Corporate Family Rating at Caa1

  -- $30 million 1st lien revolving credit facility due 2013, at
     Caa1 (LGD-3, 44%)

  -- $50 million 1st lien letter of credit facility due 2014, at
     Caa1 (LGD-3, 44%)

  -- $195 million 1st lien term loan due 2014, at Caa1 (LGD-3,
     44%)

  -- $50 million 1st lien delayed draw term loan due 2014, at Caa1
     (LGD-3, 44%)

  -- $30.5 million 2nd lien term loan due 2014, at Caa3 (LGD-6,
     90%)

  -- Rating outlook changed to stable from negative

The last rating action was on February 2, 2011, when Moody's
lowered Coach America's Corporate Family Rating to Caa1 and
Probability of Default rating to Caa3, both from B3.

Coach America Holdings, Inc., headquartered in Dallas, Texas, is a
charter bus operator and motorcoach services provider in the
United States.  The company had fiscal year 2010 revenues of
approximately $417 million.


COMPETITIVE TECHNOLOGIES: Has $1.3MM Loss in 2 Mos. Ended Dec. 31
-----------------------------------------------------------------
On Nov. 15, 2010, the Board of Directors of Competitive
Technologies, Inc., approved a fiscal year-end change from July 31
to Dec. 31, in order to align its fiscal periods with the calendar
year.

The Company filed its transitional report on Form 10-Q, reporting
a net loss of $1.3 million on $68,272 of revenue for the two
months ended Dec. 31, 2010, compared with a net loss of $745,098
on $268,353 of revenue for the three months ended Dec. 31, 2010.

The Company's balance sheet as of Dec. 31, 2010, showed
$3.2 million in assets, $2.5 million of debts, and stockholders'
equity of $651,360.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

A full-text copy of the quarterly report is available for free at:

               http://researcharchives.com/t/s?7423

Fairfield, Conn.-based Competitive Technologies, Inc.
-- http://www.competitivetech.net/-- provides distribution,
patent and technology transfer, sales and licensing services.  The
Company earns revenue in three ways, retained royalties from
licensing its clients' and its own technologies to its customer
licensees, product sales fees, and sales of inventory.


COMSTOCK RESOURCES: Moody's Assigns 'B2' Rating to $250 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Comstock
Resources, Inc.'s proposed $250 million senior unsecured notes due
2017.  Proceeds from the notes will be used to fund a tender offer
for the company's existing senior unsecured notes due 2012 and to
repay all outstanding revolving credit facility borrowings.  The
LGD point estimate on Comstock's existing senior unsecured notes
was changed to LGD5-73% from LGD5-75%.  The outlook is stable.

                        Ratings Rationale

The proposed notes issuance and tender offer would increase total
debt by $33 million, $6 million of which would be applied toward
estimated fees and expenses with the remaining $27 million going
toward funding 2011 capital spending.  "The transaction enhances
Comstock's liquidity with increased revolver availability, a
larger cash balance, and no debt maturities until 2015," commented
Jonathan Kalmanoff, Moody's Analyst.  "Leverage on production and
reserves would increase only slightly (pro-forma Dec. 31, 2010),
and this increase has the potential be moderated by increased
production and reserves once the $27 million of net proceeds is
applied toward the company's 2011 drilling program."

Comstock's B1 CFR reflects the company's small scale in terms of
proven developed reserves, its geological concentration,
production which consists of 94% un-hedged natural gas in a low
gas price environment, and leverage which is low compared to
similarly rated peers.  The rating also considers the risks
inherent in Comstock's very early stage operations in the Eagle
Ford, which account for one third of planned 2011 capital
spending, as well as the potential for improvement in both
profitability and diversification if the company is able to
economically develop its liquids focused Eagle Ford acreage.

Comstock has good liquidity.  Following this note offering, the
company will have an undrawn senior secured credit facility with
a $481 million borrowing base and $29 million of cash.  The
facility does not mature until 2015, and the company's existing
$300 million 8.375% notes don't mature until 2017.  Financial
covenants consist of a Minimum Tangible Net Worth of $625,000 and
a Current Ratio of at least 1.0x.  Moody's believe that Comstock
will remain well within these limits through 2011, and that the
revolver will provide ample liquidity as the company outspends
cash flow.  Substantially all of Comstock's oil and gas reserves
are pledged as security under the credit facility which limits the
extent to which asset sales could provide a source of additional
liquidity.

The B2 senior unsecured note rating reflects both the overall
probability of default of Comstock, to which Moody's assigns a PDR
of B1, and a loss given default of LGD5-73%.  The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated one notch
beneath the B1 CFR under Moody's Loss Given Default Methodology.

The relatively small size of Comstock's proven developed reserve
base combined with its high percentage of natural gas production
makes positive ratings action unlikely in the near future.  Over
the longer term, positive ratings action could occur if liquids
production were to increase to 50% or proven developed reserves
were to increase to 200,000 mboe while maintaining leverage on
production and reserves at current levels.  Alternately, positive
ratings action could be driven by a reduction in leverage on
production and reserves with Debt / Average Daily Production
sustained below $10,000/boe.  A deterioration in F&D costs leading
to an increase in leverage on production and reserves with Debt /
Average Daily Production sustained above $20,000/boe, a
deterioration in liquidity, or a leveraged full cycle ratio
sustained significantly below 1.0x could lead to native ratings
action.

Moody's last rating action for Comstock was on October 6, 2009,
when Moody's assigned a B2 rating to the company's proposed
offering of $200 million senior unsecured notes due 2017, affirmed
the B1 Corporate Family Rating, B1 Probability of Default (PDR)
Rating, and the B2 rating on the $175 million senior unsecured
notes due 2012.

Comstock Resources, Inc., is an independent exploration and
production company headquartered in Frisco, Texas.


COMSTOCK RESOURCES: S&P Assigns 'B' Rating to $250 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
rating to Comstock Resources' proposed $250 million senior
unsecured note offering.  S&P has assigned a '6' recovery rating
to this debt, indicating S&P's expectation of negligible (0% to
10%) recovery in the event of payment default.

The U.S. exploration & production company plans to use the
proceeds to retire its $172 million of senior unsecured notes
due March 1, 2012, and to pay down borrowings under its credit
facility ($45 million as of Dec. 31, 2010).  Pro forma for the
notes issuance and debt paydown, Comstock will have about
$560 million in adjusted total debt (adjusted for operating
leases and future abandonment liabilities).

S&P's 'BB-' corporate credit rating and stable outlook on Frisco,
Texas-based Comstock Resources remain unchanged.  The ratings
reflect S&P's expectation that natural gas prices will remain
weak, which will pressure the company's profitability; the
company's small and geographically concentrated reserve base; and
the capital-intensive and cyclical nature of the exploration &
production industry.  S&P's ratings also take into account
Comstock's current low leverage, adequate liquidity, and
experienced management team.

                          Ratings List

                       Comstock Resources

          Corporate credit rating           BB-/Stable/--

                            New Rating

               Proposed $250 mil sr unsecd nt    B
                 Recovery rating                 6


CONEX HOLDINGS: C. Stanziale Named Interim Chapter 7 Trustee
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
Charles Stanziale as Chapter 11 trustee for Advantage Blasting &
Coating, LLC.

Wells Fargo Bank, N.A., had asked the U.S. Bankruptcy Court for
the District of Delaware to (i) appoint a Chapter 11 trustee for
in the bankruptcy cases of Conex International, LLC, and Advantage
Blasting & Coating, LLC; and (ii) appoint an interim Chapter 7
trustee in the bankruptcy case of Conex Holdings, LLC.

Mr. Stanziale was also appointed as Chapter 11 trustee for Conex
International and interim Chapter 7 trustee for Conex Holdings.

Conex Holdings is the sole member of both International Conex and
ABC, and is wholly owned by CopperCom, Inc.  Wells Fargo said that
Conex Holdings, as the sole member of Conex International and sole
shareholder of ABC, has grossly mismanaged their affairs and has
breached its fiduciary duties by, among other things, shuttering
the businesses of Conex International for Conex Holdings' own
apparent gain.

Wells Fargo recounts that on Aug. 8, 2008, Conex International
entered into a credit agreement with a group of lenders led by
Wells Fargo, as agent.  Pursuant to the Credit Agreement, Conex
received a term loan of $120 million and a revolving loan of $30
million.  All of the Alleged Debtors are identified as Loan
Parties under the Credit Agreement and are jointly and severally
obligated to Wells Fargo, as Agent, and the Lenders.

According to Wells Fargo, starting in 2009, and continuing through
the Petition Date, Conex International ceased to make required
principal and interest payments under the Credit Agreement,
constituting an Event of Default thereunder.  Past due principal
payments are currently $42 million and past due interest had
accrued to $8 million by February 2011.  Beginning in February
2010, the Lenders notified Conex of its continuing default.

Wells Fargo discloses that as a result of the Events of Default,
and due in part to an enterprise value of substantially less than
the Alleged Debtors' indebtedness, the Lenders requested that
CopperCom consent to a turnover of its ownership of Conex
International to the Lenders and Conex's existing management.
CopperCom refused.  CopperCom also refused to permit the Lender to
have discussions with existing management regarding the possible
restructuring of the Conex's balance sheet, unless CopperCom was
permitted to control the time, place and participants at the
discussions.  CopperCom refused to permit Conex and its management
to pursue value maximizing transactions unless CopperCom could
control the economics, Wells Fargo said.

CopperCom, according to Wells Fargo, subsequently refused to
initiate discussions with AIG, a Mezzanine Lender, until the
proposed restructuring of Conex International's debt had been
consummated.  Wells Fargo said, "As it became apparent that
CopperCom might not obtain the consent of AIG as contemplated, the
Agent broached the possibility of filing a consensual, pre-
packaged Chapter 11 bankruptcy case followed by an asset sale.
Although CopperCom initially appeared amenable to this
alternative, it nonetheless failed to take even the most basic
steps toward this process."

After months of prodding by the Lenders, CopperCom finally
approached AIG in January 2011 about eliminating its subordinated
Conex debt.  "At that time, instead of seeking to eliminate AIG's
subordinated debt, CopperCom offered AIG $5 million of
subordinated debt, as well as a larger equity stake than had been
contemplated by the parties," Wells Fargo stated.  At the same
time CopperCom was purporting to negotiate with AIG, CopperCom was
directing Conex International to divert cash collateral away from
the possession and control of Agent and the Lenders.  On Feb. 2,
2011, the Lenders discovered that Conex had diverted upwards of $4
million of cash into accounts other than accounts at Wells Fargo
or otherwise subject to account control agreements, in direct
contravention of the Credit Agreement.

Wells Fargo says that after the Lenders' second demand that all
funds be immediately returned to the Approved Accounts, Conex
International returned approximately $1.8 million of the diverted
funds to an approved account, but it informed the Lenders that it
would not return the remaining $2 million.

Wells Fargo is represented by Stuart M. Brown --
sbrown@eapdlaw.com; R. Craig Martin -- rcmartin@eapdlaw.com; and
Cynthia Moh Baldwin -- cbaldwin@eapdlaw.com -- at Edwards Angell
Palmer & Dodge LLP and Alan P. Solow -- alan.solow@dlapiper.com;
Richard A. Chesley -- richard.chesley@dlapiper.com; and Gregory S.
Otsuka -- gregory.otsuka@dlapiper.com -- at DLA Piper LLP (US).

                     About Conex Holdings

On Feb. 20, 2011, Wells Fargo, Bank of Montreal, and The
Prudential Insurance Company of America, commenced an involuntary
Chapter 7 bankruptcy case against Conex Holdings, LLC, and an
involuntary Chapter 11 bankruptcy cases against Conex
International, LLC (Bankr. D. Del. Case No. 11-10503) and
Advantage Blasting & Coating, LLC (Bankr. D. Del. Case No. 11-
10502).


CONEX INTERNATIONAL: Involuntary Case Taken Over by Ch. 11 Trustee
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
Charles Stanziale as Chapter 11 trustee for Advantage Blasting &
Coating, LLC.

Wells Fargo Bank, N.A., had asked the U.S. Bankruptcy Court for
the District of Delaware to (i) appoint a Chapter 11 trustee for
in the bankruptcy cases of Conex International, LLC, and Advantage
Blasting & Coating, LLC; and (ii) appoint an interim Chapter 7
trustee in the bankruptcy case of Conex Holdings, LLC.

Mr. Stanziale was also appointed as Chapter 11 trustee for Conex
International and interim Chapter 7 trustee for Conex Holdings.

Conex Holdings is the sole member of both International Conex and
ABC, and is wholly owned by CopperCom, Inc.  Wells Fargo said that
Conex Holdings, as the sole member of Conex International and sole
shareholder of ABC, has grossly mismanaged their affairs and has
breached its fiduciary duties by, among other things, shuttering
the businesses of Conex International for Conex Holdings' own
apparent gain.

Wells Fargo recounts that on Aug. 8, 2008, Conex International
entered into a credit agreement with a group of lenders led by
Wells Fargo, as agent.  Pursuant to the Credit Agreement, Conex
received a term loan of $120 million and a revolving loan of $30
million.  All of the Alleged Debtors are identified as Loan
Parties under the Credit Agreement and are jointly and severally
obligated to Wells Fargo, as Agent, and the Lenders.

According to Wells Fargo, starting in 2009, and continuing through
the Petition Date, Conex International ceased to make required
principal and interest payments under the Credit Agreement,
constituting an Event of Default thereunder.  Past due principal
payments are currently $42 million and past due interest had
accrued to $8 million by February 2011.  Beginning in February
2010, the Lenders notified Conex of its continuing default.

Wells Fargo discloses that as a result of the Events of Default,
and due in part to an enterprise value of substantially less than
the Alleged Debtors' indebtedness, the Lenders requested that
CopperCom consent to a turnover of its ownership of Conex
International to the Lenders and Conex's existing management.
CopperCom refused.  CopperCom also refused to permit the Lender to
have discussions with existing management regarding the possible
restructuring of the Conex's balance sheet, unless CopperCom was
permitted to control the time, place and participants at the
discussions.  CopperCom refused to permit Conex and its management
to pursue value maximizing transactions unless CopperCom could
control the economics, Wells Fargo said.

CopperCom, according to Wells Fargo, subsequently refused to
initiate discussions with AIG, a Mezzanine Lender, until the
proposed restructuring of Conex International's debt had been
consummated.  Wells Fargo said, "As it became apparent that
CopperCom might not obtain the consent of AIG as contemplated, the
Agent broached the possibility of filing a consensual, pre-
packaged Chapter 11 bankruptcy case followed by an asset sale.
Although CopperCom initially appeared amenable to this
alternative, it nonetheless failed to take even the most basic
steps toward this process."

After months of prodding by the Lenders, CopperCom finally
approached AIG in January 2011 about eliminating its subordinated
Conex debt.  "At that time, instead of seeking to eliminate AIG's
subordinated debt, CopperCom offered AIG $5 million of
subordinated debt, as well as a larger equity stake than had been
contemplated by the parties," Wells Fargo stated.  At the same
time CopperCom was purporting to negotiate with AIG, CopperCom was
directing Conex International to divert cash collateral away from
the possession and control of Agent and the Lenders.  On Feb. 2,
2011, the Lenders discovered that Conex had diverted upwards of $4
million of cash into accounts other than accounts at Wells Fargo
or otherwise subject to account control agreements, in direct
contravention of the Credit Agreement.

Wells Fargo says that after the Lenders' second demand that all
funds be immediately returned to the Approved Accounts, Conex
International returned approximately $1.8 million of the diverted
funds to an approved account, but it informed the Lenders that it
would not return the remaining $2 million.

Wells Fargo is represented by Stuart M. Brown --
sbrown@eapdlaw.com; R. Craig Martin -- rcmartin@eapdlaw.com; and
Cynthia Moh Baldwin -- cbaldwin@eapdlaw.com -- at Edwards Angell
Palmer & Dodge LLP and Alan P. Solow -- alan.solow@dlapiper.com;
Richard A. Chesley -- richard.chesley@dlapiper.com; and Gregory S.
Otsuka -- gregory.otsuka@dlapiper.com -- at DLA Piper LLP (US).

                   About Conex International

On Feb. 20, 2011, Wells Fargo, Bank of Montreal, and The
Prudential Insurance Company of America, commenced an involuntary
Chapter 7 bankruptcy case against Conex Holdings, LLC, and an
involuntary Chapter 11 bankruptcy cases against Conex
International, LLC (Bankr. D. Del. Case No. 11-10503) and
Advantage Blasting & Coating, LLC (Bankr. D. Del. Case No. 11-
10502).


CONMED CORP: S&P Affirms Corporate Credit Rating at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB-' corporate credit rating on medical device manufacturer
ConMed Corp.  At the same time, S&P lowered its credit rating on
the company's senior secured revolving credit agreement and term
loan to 'BB-' from 'BB', and affirmed its 'B' rating on the senior
subordinated convertible notes.  The recovery rating on the senior
secured debt is revised to '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery of principal in the event of a
payment default, from '2', indicating S&P's prior expectation for
substantial (70% to 90%) recovery of principal in the event of a
payment default.  S&P affirmed the '6' recovery rating on the
senior subordinated convertible notes, indicating its expectation
for negligible (0 to 10%) recovery of principal in the event of
default.  The rating outlook is stable.  The downgrade of the
senior secured debt ratings is a function of the increased size of
this debt class relative to S&P's estimate of the enterprise's
value in the event of default.

"The speculative-grade rating on Utica, New York-based ConMed
Corp. recognizes the company's reduction in debt leverage over the
past few years and its improved liquidity, but also reflects S&P's
view that debt-financed acquisitions are likely," said Standard &
Poor's credit analyst Gail I. Hessol.  Over the medium term, S&P
expects the company's financial risk profile to be significant.
S&P characterizes ConMed's business risk profile as fair.  The
company faces substantial competition and its profitability has
been lackluster.


CONSOLIDATED HORTICULTURE: Judge OKs $31-Mil. Sale to Lender
------------------------------------------------------------
Bankruptcy Law360 reports that Hines Nurseries LLC won bankruptcy
court approval Monday to sell its assets to lender Black Diamond
Capital Management LLC for as much as $31 million, allowing the
debtor to continue operations but promising little in terms of
recovery for creditors.

Law360 relates that after an auction failed to produce any other
qualified bids, Black Diamond credit bid the outstanding amount on
Hines' debtor-in-possession financing, $21.5 million, and agreed
to include whatever additional DIP.

As reported in the TCR on Feb. 17, 2011, Hines Nurseries was
scheduled to convene an auction on Feb. 25 as long as competing
bids would be sent by Feb. 23.  The sale hearing was scheduled
Feb. 28.

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

                  About Consolidated Horticulture

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

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

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


CONTINENTAL COIN: 9th Circuit Rejects Two Appeals
-------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit denied separate
appeals lodged by creditor Roger Virtue and Nancy Hoffmeier
Zamora, the Chapter 11 trustee for the estate of Continental Coin
Corporation.  The parties separately appeal the district court's
affirmance of two orders of the bankruptcy court pursuant to
28 U.S.C. Sec. 158(d).  Specifically, the Chapter 11 Trustee
contests the bankruptcy court's order allowing an amended
adversary complaint to be filed.  Mr. Virtue contests the
bankruptcy court's order barring certain claims from the amended
complaint, denying his request for appointment of counsel under 11
U.S.C. Sec. 327(a), and staying the adversary action pending
appeal without requiring a bond.

Mr. Virtue contends that the Chapter 11 Trustee improperly
liquidated the Debtor's estate.  On July 31, 2007, Mr. Virtue
filed a motion for leave to sue the Chapter 11 Trustee and her
counsel, alleging that the Chapter 11 Trustee failed to: (1) give
notice of her intent to assume the leases for the Debtor's mint
and retail facilities; (2) hire brokers to assist with the sale or
valuation of the leases, equipment, machinery and personal
property; (3); accept reasonable offers for the leases and
property, thus causing a significant loss for the estate; and (4)
respond to Mr. Virtue's requests for information.  Mr. Virtue
sought recovery from the Chapter 11 Trustee and her counsel based
on the legal theories of breach of fiduciary duty, gross
negligence, negligence, and legal malpractice.

On Dec. 12, 2007, the bankruptcy court held that the Chapter 11
Trustee was entitled to quasi-judicial immunity for negligence,
but that Mr. Virtue could pursue his claims against the Chapter 11
Trustee for gross negligence and for breach of fiduciary duty.  It
prohibited Mr. Virtue from filing a complaint alleging self-
dealing or breaches of the duty of loyalty, as no such allegations
had been brought in the proposed complaint lodged with the motion.
It also prohibited Mr. Virtue from pursuing claims related to the
Chapter 11 Trustee's failure to move to set aside the assumption
of the Ground Leases or failure to hire a real estate broker, both
of which the bankruptcy court found to fall under the "business
judgment rule."

Additionally, the bankruptcy court held that Mr. Virtue could not
sue the Chapter 11 Trustee's attorneys because her attorneys owe
no statutory or fiduciary duty to the creditors of the estate, and
Mr. Virtue lacked standing to assert a malpractice claim.
Finally, the bankruptcy court held that Mr. Virtue could not hire
his own attorneys to represent the estate in a suit against the
Chapter 11 Trustee, and that he was not entitled to prior approval
of an administrative expense to pay his attorneys out of the
estate.

On Dec. 21, 2007, the Chapter 11 Trustee appealed.  On the same
day, Mr. Virtue filed a motion to modify the order.  He sought a
determination that the Chapter 11 Trustee could be held liable for
the negligent violation of her statutory duties and that he could
sue the Chapter 11 Trustee's counsel.  On Dec. 28, 2007, Mr.
Virtue filed his complaint against the Chapter 11 Trustee and her
counsel.  On Jan. 8, 2008, the Chapter 11 Trustee filed a motion
to stay the Dec. 12, 2007 Order and the adversary proceeding.  On
Jan. 31, 2008, the bankruptcy court denied Mr. Virtue's motion and
granted the Chapter 11 Trustee's motion for a stay.  The
bankruptcy court construed Mr. Virtue's motion to modify as a
motion for reconsideration.  The court also denied Mr. Virtue's
request to conduct discovery and to require the Chapter 11 Trustee
and her counsel to post a bond as a condition of the stay.

On Feb. 5, 2008, Mr. Virtue filed his notice of appeal of both the
Dec. 12, 2007 and Jan. 31, 2008 Orders.  On Feb. 8, 2008, the
Chapter 11 Trustee filed an amended notice of appeal and notice of
cross-appeal.

District Judge Percy Anderson affirmed the bankruptcy court's
rulings on Aug. 21, 2009.

A copy of the Ninth Circuit's Feb. 25, 2011 Memorandum is
available at http://is.gd/HIS0aOfrom Leagle.com.  The panel
consists of Circuit Judges Alfred Goodwin, Andrew Kleinfeld, and
Susan Graber.

Continental Coin Corporation filed a voluntary Chapter 11 petition
(Bankr. C.D. Calif. Case No. 00-15821) on July 19, 2000.  The
Debtor owned and operated a retail store that sold precious gems,
jewelry, numismatic coins, gold bullion, precious metals and
collectibles, and exchanged foreign currency.  It also owned a
mint facility that made decorative and commemorative coins,
refined precious metals, and subleased office and retail space to
18 subtenants.  The Debtor owned the leases for the Retail Store,
Mint, and office space.  Nancy Hoffmeier Zamora was appointed as
Chapter 11 trustee on Aug. 31, 2001.


COYOTES HOCKEY: Hulsizer, Goldwater Fight Over Bonds
----------------------------------------------------
Mike Sunnucks at the Phoenix Business Journal reports that the
prospective Phoenix Coyotes owner Matthew Hulsizer and Goldwater
Institute CEO Darcy Olsen disagree about what is driving up the
cost of bonds the city of Glendale, Arizona, wants to sell to help
the Chicago investment broker buy the hockey franchise.

According to the report, Mr. Hulsizer told Fox Sports Arizona in
Chicago last night that the threat of a Goldwater Institute
lawsuit challenging Glendale's $197 million incentive package is
adding as much as $100 million to interest payments the West
Valley city will pay on those bonds over the next 30 years.

"The rate that the city would have to pay on the bond is
unnecessarily high -- to the tune of $100 million over the next
thirty years," Mr. Hulsizer told FSAZ's Todd Walsh during the
Coyotes-Chicago Blackhawks game.  "This is due to questions from
the Goldwater Institute."

Goldwater, according to the Phoenix Business Journal, has
threatened to sue Glendale over the Coyotes deal saying the money
being given to Hulsizer to manage Jobing.com Arena and from bond
proceeds may violate a prohibition on government gifts to
businesses in the Arizona Constitution.  Mr. Hulsizer says he's
ready to close on the Coyotes purchase and wants Goldwater to make
a decision on a lawsuit.  But Olsen isn't ready to do that.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.


CREDIT ACCEPTANCE: Moody's Assigns 'B1' Rating to Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Credit
Acceptance's $100 million add-on to its $250 million Senior
Secured Notes, due in 2017.  The company's B1 Corporate Family and
Senior Secured Notes ratings, as well as the negative outlook,
remain unchanged.  Credit Acceptance anticipates using the
proceeds to finance a portion of the $125 million stock buyback,
to be completed by March 17, 2011.

The Notes feature terms that are consistent with Credit
Acceptance's existing $250 million Senior Secured Notes.  New
Senior Secured Notes holders will share collateral pari passu
with the existing $250 million Senior Secured Notes and the
$170 million Revolving Credit Facility.  The Senior Secured Notes
rating is based on Credit Acceptance's fundamental credit
characteristics and the position of the Notes in the company's
capital structure.

Moody's views the company's repeated use of debt to finance share
buybacks as an aggressive use of the balance sheet and expects
that Credit Acceptance will utilize cash flows from operations
over the next several quarters to decrease leverage from post-
buyback levels.  The debt-financed buyback will increase Credit
Acceptance's leverage from 1.5x to 2.3x.  Moody's expects that the
2.3x level of leverage will be the company's highest.

At the same time, Moody's notes that the company has sufficient
liquidity under its credit facilities to finance new loan growth
and benefits from a satisfactory debt maturity profile, with no
significant debt maturities until June 2012.

The Corporate Family rating reflects the company's relatively
stable returns and strong franchise position.  However, Credit
Acceptance remains vulnerable to adverse economic developments
caused by its exposure to the subprime consumer segment and the
company's significant asset encumbrance level limits its
operational and financial flexibility.  In addition, Credit
Acceptance's dependence on performance and confidence-sensitive
wholesale funding also introduces renewal/refinancing risk

In its last rating action dated January 19, 2010, Moody's
Investors Service had assigned first-time Corporate Family and
Senior Secured Notes ratings of B1 to Credit Acceptance, both with
a negative outlook.

Credit Acceptance, headquartered in Southfield, Michigan, is an
auto finance company focused on subprime consumers.


DBSD N.A.: Noteholders Float Own $750-Million Reorganization Plan
-----------------------------------------------------------------
Bankruptcy Law360 reports that a group of noteholders in DBSD
North America Inc. floated its own $750 million debt-for-equity
reorganization plan Friday that purportedly would fast-track
confirmation by partly incorporating a previously confirmed,
Federal Communications Commission-approved plan.

Law360 says the ad hoc committee of noteholders' plan also would
be much quicker than Dish Network Corp.'s proposal to take over
DBSD for $1.1 billion.

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

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

                      About DBSD North America

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

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

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

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

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

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


DBSD N.A.: Tweaks Sale Agreement With Dish Network
--------------------------------------------------
Dow Jones' DBR Small Cap reports that DBSD North America Inc. has
tweaked its sale agreement with Dish Network Corp.-including the
removal of a crucial "no-shop" provision that creditors had
objected to-ahead of a hearing on the $1.1 billion sale offer this
week and a bankruptcy judge has set aside two weeks for a hearing
to consider Tribune Co.'s Chapter 11 plan and a rival offering
from investment firm Aurelius Capital Management, the company's
largest unsecured creditor.

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

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

                    About DBSD North America

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

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

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

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

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

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


DECODE GENETICS: Insurance Broker's Fee Not Avoidable
-----------------------------------------------------
WestLaw reports that a broker services agreement executed by the
Chapter 11 debtor and its insurance broker, and the payment of the
broker services fee called for by that agreement, were authorized
by the bankruptcy court's final insurance order and, thus, the fee
could not be recovered by the liquidating trustee under 11 U.S.C.
Sec. 549, the section of the Bankruptcy Code governing the
avoidance of postpetition transactions.  The order authorized the
debtor to "revise, extend, renew, supplement or change" its
current insurance policies and broker agreements that were "in the
ordinary course of business as set forth in the Motion."  The
motion, in turn, described the debtor's ordinary course of
business as purchasing directors' and officers' (D&O) liability
insurance policies and as entering broker agreements with its
broker to procure the policies.  The "tail policy" for which the
fee was incurred provided coverage for an extended claims
reporting period for the debtor's D&O policies, thereby revising,
extending, supplementing, and/or changing the debtor's D&O
policies and bringing the tail policy within the scope of the
order.  In re DGI Resolutions, Inc., --- B.R. ----, 2011 WL 590471
(Bankr. D. Del.) (Walsh, J.).

A copy of the Honorable Peter J. Walsh's Memorandum Opinion dated
Feb. 17, 2011, in DGI Liquidating Trust v. William Gallagher
Associates Insurance Brokers, Inc., Adv. Pro. No. 10-55355 (Bankr.
D. Del.), is available at http://is.gd/JQ2BQdat no charge.

                     About deCODE Genetics

deCODE Genetics Inc. nka DGI Resolution, Inc. sought chapter 11
protection (Bankr. D. Del. Case No. 09-14063) on Nov. 16, 2009,
disclosing $69.9 million in assets and $314 million in
liabilities, and represented by lawyers at Richards, Layton &
Finger, P.A., in Wilmington, Del.  The bankruptcy court confirmed
a liquidating chapter 11 plan on May 27, 2010.  That plan
estimated that unsecured creditors would recover about 3% on their
prepetition claims, and appointed Walker, Truesdell, Roth &
Associates as the liquidating trustee.  The liquidating trustee is
represented by lawyers at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Del.


DEVELOPERS DIVERSIFIED: S&P Gives Stable Outlook, Keeps BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Developers Diversified Realty Corp. to stable from negative.  In
addition, S&P affirmed its 'BB' corporate credit rating on DDR.

At the same time, S&P raised its recovery rating on the rated
senior unsecured notes to '2' from '3', indicating that lenders
can expect a substantial recovery (70%-90%) in the event of a
payment default.  The raising of the recovery rating resulted in
the upgrade of the company's senior unsecured notes to 'BB+' from
'BB'.  The '2' recovery rating affects roughly $1.7 billion of
rated senior unsecured notes currently outstanding, and reflects
S&P's practice of assigning recovery ratings to all debt with a
speculative-grade rating.

"S&P's outlook revision acknowledges the improvements to the
company's operating performance, as occupancy has stabilized and
same-store net operating income has been positive for three
consecutive quarters," explained credit analyst Elizabeth
Campbell.  "The recovery rating and unsecured upgrades reflect
DR's capital transactions during 2010, which reduced DDR's
leverage."

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


EASTMAN KODAK: S&P Lowers 'CCC' Corporate Rating From 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rochester, N.Y.-based Eastman Kodak Co. to 'CCC' from
'B-'.  S&P removed the rating from CreditWatch, where S&P placed
it with negative implications on Jan. 26, 2011.  The rating
outlook is negative.

Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable (see Criteria Methodology: Business
Risk/Financial Risk Matrix Expanded, May 27, 2009) and support
S&P's view that revenue and EBITDA will decline in 2011.  S&P
views the company's financial risk profile as highly leveraged
because of the risk that its earnings and cash flow could become
insufficient to support its debt.

Kodak's film business, including its Entertainment Imaging
business, has been declining for several years.  In addition, the
company continues to invest in its consumer and commercial inkjet
products, which are still incurring losses.  Kodak's digital
camera business is also declining at a brisk pace because of
pricing pressure, intense competition, and technological
improvements of digital cameras within mobile phones.  S&P
believes this business is now unprofitable.

In 2010, Kodak's revenue declined 6%.  Revenue from the company's
traditional Film, Photofinishing and Entertainment Group declined
22%.  Revenue in the Consumer Digital Imaging Group increased 5%,
while revenue in the Graphic Communications Group declined 2%.
EBITDA increased during 2010 because of high-margin one-time
intellectual property transactions.  S&P estimates that excluding
these one-time intellectual property transactions, the company's
EBITDA (after restructuring charges) swung to a loss in 2010.  S&P
believes that revenue will decline in the high teens percentage
area in 2011 due to continue declines in the traditional film
business, brisk declines in the digital camera business, a falloff
in one-time intellectual property related earnings, and the
potential for continued revenue declines in the company's Graphic
Communications Group.  Based on S&P's projections, S&P believes
that Kodak's EBITDA will be negative in 2011.



EASTMAN KODAK: FMR LLC Discloses 6.782% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, FMR LLC disclosed that it beneficially owns 18,592,031
shares of common stock of Eastman Kodak Co representing 6.782% of
the shares outstanding.  The number of shares outstanding of the
Company's common stock as of Feb. 11, 2011 was 268,882,900 shares.

                        About Eastman Kodak

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

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

As reported by the Troubled Company Reporter on January 31, 2011,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Kodak, as well as all related issue-level
ratings on the Company's debt, on CreditWatch with negative
implications.  The CreditWatch placement follows Kodak's fourth-
quarter earnings announcement.  At Dec. 31, 2010, the Company's
cash balance was $1.6 billion -- a decline from $2 billion at
Dec. 31, 2009.  Revenue declined 6% for the year.  Traditional
revenue declined 22%, while digital revenue increased 1% for the
year.  The Company's revenue, earnings, and cash flow in 2010
benefited from one-time intellectual property license
transactions.  S&P doesn't expect IP-related cash flow to recur at
the same level in 2011.  Standard & Poor's credit analyst Tulip
Lim said, "We could lower the rating if we believe that the
Company may not have sufficient liquidity for its needs in 2011
and 2012."


EMAK WORLDWIDE: Files Reorganization Plan; DS Hearing on April 7
----------------------------------------------------------------
EMAK Worldwide, Inc., filed a proposed Joint Plan of
Reorganization and its Disclosure Statement with the U.S.
Bankruptcy Court for the Central District of California in Los
Angeles on Feb. 28, 2011.  The Disclosure Statement is currently
scheduled for a Bankruptcy Court hearing on April 7, 2011.

The Plan has the support of the Company's preferred equity holder.

EMAK CEO Jim Holbrook stated, "With the confidence and loyalty of
our clients and the unrelenting focus of our talented employees,
we are now poised to build our marketing services businesses even
further. Our goal is clear: to help our clients by designing and
executing powerful marketing programs that deliver bottom line
results for their brands."

                       About Emak Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-42779) on
Aug. 5, 2010.  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
disclosed $4,392,115 in assets and $7,485,567 in liabilities as of
the Petition Date.

An affiliate, EMAK Worldwide Service Corp., A Delaware
Corporation, filed a separate Chapter 11 petition (Bank. C.D.
Calif. Case No. 10-42784) on Aug. 5, 2010.  EMAK Worldwide Service
disclosed $4,423,652 in assets and $3,123,135 in liabilities as of
the Petition Date.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


EMIVEST AEROSPACE: Plan Due Date Moved; Assets Marketing Ongoing
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of Emivest
Aerospace Corporation to:

   -- file a Chapter 11 plan of reorganization until May 18, 2011;
      and

   -- solicit acceptances of that plan until July 17, 2011.

The Debtor told the Court that it is in the process of marketing
its business with the goal of a sale of substantially all of
its assets.  The full attention of the Debtor's personnel and
professionals is currently focused on maximizing the value of
the Debtor's estate through this sale process.

In addition to the ongoing sale process, the Debtor has focused
substantial effort on other time-critical matters since the
Petition Date, including, but not limited to:

   a) negotiate and address issues related to interim and
      final debtor-in-possession financing and related financing
      issues;

   b) comply with reporting obligations and all other duties as a
      debtor in possession, including preparing the schedules of
      assets and liabilities and statement of financial affairs;
      and

   c) stabilize its business in a manner that will maximize value
      for all parties in interest.

                     About Emivest Aerospace

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

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

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


ENERGY FUTURE: Receives Default Letter From Aurelius
----------------------------------------------------
Citibank, N.A., as Administrative Agent under that certain Credit
Agreement, dated as of Oct. 10, 2007, as amended Aug. 7, 2009, by
and among Energy Future Competitive Holdings Company, as
guarantor, Texas Competitive Electric Holdings Company LLC, as
borrower, and the lenders party thereto from time to time, has
informed TCEH that Citibank received a letter from Aurelius
Capital Management, LP, a lender under the TCEH Senior Secured
Credit Facilities, alleging that TCEH is in default under the
terms of the TCEH Senior Secured Credit Facilities.  Energy Future
Holdings Corp believes that all of the allegations in Aurelius'
letter are without merit.  Neither the letter from Aurelius nor
the communication from Citibank regarding the letter causes the
acceleration of any of Energy Future Holdings Corp.'s, TCEH's or
their respective affiliates' debt, including the TCEH Senior
Secured Credit Facilities.

The letter from Aurelius principally alleges that certain
intercompany loans from TCEH to EFH, its indirect parent company,
do not comply with the requirement in the TCEH Senior Secured
Credit Facilities that these loans be made on an arm's-length
basis.  Aurelius further alleges that this noncompliance has
resulted in a failure to make certain mandatory prepayments under
the TCEH Senior Secured Credit Facilities.  TCEH disagrees with
each of Aurelius' allegations.  The Company believes the loans
comply with the arm's-length requirement in the TCEH Senior
Secured Credit Facilities and that no event of default has
occurred.  The loans reflect arm's-length terms that are
comparable to the terms that unrelated parties would have
negotiated in the market.  Information regarding these loans,
including the interest rate and amounts outstanding thereunder,
has been disclosed in numerous filings with the Securities and
Exchange Commission by EFCH and discussed on numerous EFH
quarterly investor calls.

Citibank has advised the Company that, as of Feb. 24, 2011,
Aurelius holds approximately $50 million aggregate principal
amount of term loans as a lender of record, or approximately 0.2%,
of the approximately $23.9 billion aggregate principal amount of
debt outstanding under the TCEH Senior Secured Credit Facilities.
Of the hundreds of lenders of record under the TCEH Senior Secured
Credit Facilities, no other lender was listed in the letter as
supporting Aurelius' allegations and, as of the date of Feb. 25,
2011, no other lender has asserted that these loans constitute an
event of default under the TCEH Senior Secured Credit Facilities.
Generally, under the terms of the TCEH Senior Secured Credit
Facilities, the Administrative Agent is only required to declare
the debt under the TCEH Senior Secured Credit Facilities
immediately due and payable if an event of default occurs and is
continuing and the lenders holding a majority of such outstanding
debt request the acceleration of the debt.

The Company intends to defend itself vigorously against these
allegations and to continue operating in compliance with the terms
and conditions of each of EFH's, TCEH's and their respective
affiliates' debt agreements, including the TCEH Senior Secured
Credit Facilities.

                   About Energy Future Holdings

EFH -- http://www.energyfutureholdings.com/-- is a Dallas-based
holding company engaged in competitive and regulated energy market
activities, primarily in Texas.  Its portfolio of competitive
businesses consists primarily of TXU Energy, a retail electricity
provider with approximately 2 million customers in Texas, and
Luminant, which is engaged largely in power generation and related
mining activities, wholesale power marketing and energy trading.

Luminant has approximately 15,400 MW of generation in Texas,
including 2,300 MW fueled by nuclear power and 8,000 MW fueled by
coal.  Luminant is also the largest purchaser of wind-generated
electricity in Texas and fifth largest in the United States.

EFH's regulated operations consist of Oncor, which operates the
largest electricity distribution and transmission system in Texas
with more than three million delivery points, 103,000 miles of
distribution conductors and 15,000 miles of transmission lines.
While EFH indirectly owns approximately 80 percent of Oncor, the
management of Oncor reports to a separate board with a majority of
directors that are independent from EFH.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In October 2010, Moody's Investors Service downgraded the
Corporate Family Rating for Energy Future's to Caa2 from Caa1;
downgraded EFH's Probability of Default Rating to Caa3 from Caa2
and affirmed the SGL-4 Speculative Grade Liquidity assessment.
EFH's rating outlook remains negative.  "The downgrade is
triggered by the persistent environment of low natural gas and
power commodity prices and low average heat rates, which
collectively drag down EFH's current and expected cash flow
generation.   There is little evidence indicating a significant
improvement to natural gas commodity prices, and as a result, EFH
is likely to remain in financial distress," Moody's said.

Energy Future carries a 'CCC' issuer default rating from Fitch
Ratings.


ENERGY FUTURE: Event of Default Won't Affect Moody's Ratings
------------------------------------------------------------
Moody's Investors Service said that a recent assertion made by an
investor that a term loan at a subsidiary of Energy Future
Holdings Corp. (Caa2 Corporate Family Rating, negative rating
outlook, SGL-4) has incurred an event of default will not, at this
time, affect the ratings or rating outlooks for the company or its
subsidiaries.

On Friday, February 25, 2011, an investor in Texas Competitive
Electric Holdings' senior secured first lien term loan B asserted
to the lead arranger, Citibank, N.A., that an event of default has
occurred with respect to an intercompany loan not being in
compliance with the credit agreement.  It is Moody's understanding
that Citibank will be working with the lenders in TCEH's senior
secured securities to discuss this assertion.  TCEH is a wholly
owned subsidiary of Energy Future Competitive Holdings, which in
turn, is a wholly owned subsidiary of EFH.

EFH's consolidated capital structure is complex and consists of
numerous borrowings between subsidiaries; up stream and down
stream guarantees and various incurrence tests between its credit
agreement and indentures.

EFH's cash flows are primarily generated by its un-regulated power
generation activities (which includes a retail electric
distribution business) at TCEH.  Cash flow generation is highly
influenced by market fundamentals which remain outside of the
control of management, including the price of natural gas
commodities and regional market heat rates.  EFH recently reported
slightly more than $1 billion in cash flow from operations for
2010, which excludes the contributions of its 80% owned regulated
transmission and distribution utility, Oncor Electric Delivery
Company LLC (Oncor: Baa1 senior secured, stable outlook).  EFH
reported cash flows of $1.7 billion in 2009, $1.5 billion in 2008,
$1.8 billion in 2007 and $5.0 billion in 2006, which included the
contributions of Oncor.  In Moody's opinion, these cash flows
which supported approximately $38 billion in debt for 2010 versus
roughly $14 billion in 2006, leaves the company with little
financial flexibility.

"This is likely the first of many such assertions by investors"
said Jim Hempstead, Senior Vice President, "but Moody's believe
both EFH and TCEH are appropriately positioned within their
respective rating categories at this time."

From a liquidity perspective, Moody's is primarily concerned with
TCEH's maintenance covenant associated with its senior secured
first lien credit agreement.  Moody's incorporate a view that TCEH
is likely to experience a significant reduction in the cushion
related to this covenant in 2011.  If market fundamentals worsen,
TCEH could, theoretically, experience a covenant violation.

Any event of default could prevent TCEH from borrowing under its
revolver and cross-defaults would also be triggered across EFH.
Moody's anticipate that Oncor will likely remain insulated from
these challenges currently being experienced by its affiliate.
Nevertheless, Oncor's ratings could be negatively impacted by the
financing activities being pursued by its ultimate parent, EFH.
Specifically, should EFH continue to issue debt securities which
effectively place a lien on the 80% equity ownership that EFH
maintains in Oncor, Moody's would view the debt as a form of
permanent leverage for Oncor, despite its strong ring-fence type
provisions that remain in place.  Moody's continue to view the
disclosure in both Oncor's and EFH's public SEC filings, including
the most recent Form 10-K's, which discuss the risk of the ring-
fence not working as planned, as a credit negative for Oncor.

EFH maintains business activities in unregulated power generation,
retail distribution of electricity and regulated transmission and
distribution services in the greater North Texas region.  EFH is
headquartered in Dallas, Texas.


ENERGY FUTURE: Fitch Maintains 'CCC' Rating, Outlook Negative
-------------------------------------------------------------
Fitch Ratings does not expect to take any immediate rating action
on Energy Future Holdings Corp., Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent
allegations from lender Aurelius Capital Management LP.  Fitch
currently rates both companies 'CCC' with Negative Rating
Outlooks.

On Feb. 25, 2011, EFH issued an 8-K to report that Citibank, N.A.,
as an administrative agent for the TCEH Senior Secured Credit
Facilities (Facilities), had received a letter from Aurelius
alleging that TCEH is in default under the terms of its
Facilities.  Aurelius, a lender under the TCEH's Facilities,
holding as a lender of record approximately $50 million of term
loans as of Feb. 24, 2011, is making an assertion that the inter-
company loans from TCEH to EFH were not made on an arm's-length
basis, thus violating the arm's length requirement under the
Facilities.  Aurelius further alleges that this non-compliance has
resulted in a failure to make certain mandatory prepayments under
the Facilities.  TCEH believes that Aurelius' allegations are
without merit and should not cause the acceleration of any of
EFH's, TCEH's or their respective affiliates' debt.

The inter-company loans from TCEH to EFH are permitted under
TCEH's Facilities.  The outstanding amount under these loans stood
at $1.9 billion as of Dec. 31, 2010.

Fitch will continue to monitor the situation and believes that
protracted uncertainty related to it could limit EFH's ability to
restructure its debt on a timely basis.


FAIRMOUNT MINERALS: S&P Assigns 'BB-' Rating to $1.075 Bil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating (same as the corporate credit rating) and '4'
recovery rating to U.S.-based frac sand producer Fairmount
Minerals Ltd.'s proposed $1.075 billion senior secured credit
facility.  The '4' recovery rating indicates S&P's expectation of
average (30%-50%) recovery in the event of a payment default.  The
facility is expected to consist of a $75 million senior secured
revolving credit facility due 2015 and a $1 billion senior secured
term loan due 2017.  Proceeds from the proposed bank credit
facility will be used to refinance existing debt and fund a
dividend to shareholders.

The ratings on the company's existing bank credit facility will be
withdrawn once the proposed transaction is completed.

At the same time, S&P affirmed its 'BB-' corporate credit rating
on Fairmount.  The rating outlook is stable.

The rating affirmation reflects S&P's view that solid natural gas
shale drilling activity will support Fairmount's improving
operating performance and credit metrics in the near term.

"The 'BB-' corporate credit rating for Fairmount Minerals reflects
the combination of what S&P considers to be its fair business risk
profile and aggressive financial risk profile as indicated by its
modest size and scope, exposure to cyclical end markets, and
significant customer concentration," said Standard & Poor's credit
analyst Maurice Austin.  "The company's relatively good margins
and competitive position within the frac sand market partially
offset these negative factors."

The rating and outlook incorporate S&P's expectation that
Fairmount will generate in excess of $200 million in EBITDA in
fiscal 2010, reflecting solid frac sand demand due to fairly
robust natural gas shale drilling activity.  This level of
earnings will support pro forma credit metrics in-line with a
'BB-' rating, given the capital structure, with debt leverage of
about 4x and funds from operations to total debt of around 15%.
S&P believes that operating performance and credit metrics in 2011
will strengthen given S&P's expectation that natural gas shale
drilling activity will remain robust and capacity expansion will
enable Fairmount to increase volumes and sales.  In addition, S&P
expects that a shift in product mix will help margin improvement.
Consequently, S&P expects Fairmount to generate 2011 EBITDA in
excess of $300 million with revenue growth of about 18% and gross
margins of between 35% and 45%, resulting in adjusted leverage of
about 3x and FFO to total of about 20%.  S&P considers these
levels in-line with its view of its aggressive financial risk
profile and an appropriate level for the rating given its fair
business risk profile.


FATBURGER RESTAURANTS: Puts 26 Store Locations for Sale
-------------------------------------------------------
Nancy Luna at The Orange County Register reports that 26 Fatburger
locations in California and Nevada will go up for sale on Friday
as part of a Chapter 11 bankruptcy proceeding.  National Franchise
Sales, a franchise brokerage company in Newport Beach, will
oversee the sale of the restaurants.

Three of the 26 restaurants are in Orange County and were once
operated by Fatburger Restaurants of California Inc.

According to The Orange County Register, the locations of the
Fatburger restaurants that are up for sale are:

a) Orange County:

   -- Irvine: 3021 Michelson Drive
   -- Newport Beach: 401 Newport Center Drive (Fashion Island)
   -- Orange: 2318 N. Tustin St.

b) Other CA. locations:

   -- Baldwin Hills: 3650 Martin Luther King Blvd.
   -- Hollywood: 1611 N. Vermont Ave.
   -- Granada Hills: 16848 Devonshire St.
   -- W. Hollywood: 7450 Santa Monica Blvd.
   -- Woodland Hills: 21911 Ventura Blvd.
   -- Sherman Oaks: 14402 Ventura Blvd.
   -- Redondo Beach: 1698 Pacific Coast Hwy.
   -- Palm Springs: 451 S. Paseo Dorotea
   -- Morongo: 49500 Seminole Drive, Cabazon Ca.
   -- Rancho Cucamonga: 11226 4th St. Suite 101

c) Nevada locations:

   -- Sunset Station: 1301 West Sunset Road Henderson NV
   -- Fiesta Henderson: 777 West Lake Mead Drive Henderson NV
   -- Green Valley:  2300 Paseo Verde Henderson NV
   -- Sunset: 4663 E. Sunset Rd. Henderson NV
   -- Red Rock: 11011 W. Charleston Blvd Las Vegas NV
   -- Santa Fe Station: 4949 North Rancho Drive Las Vegas NV
   -- Texas Station: 2101 Texas Star Lane Las Vegas NV
   -- Strip Suite: 3763A, 3765 South Las Vegas Blvd Las Vegas NV
   -- Rancho: 4525 North Rancho Drive Las Vegas NV
   -- Nellis: 2485 South Nellis Blvd. Las Vegas NV
   -- Flamingo: 6775 West Flamingo Road Las Vegas NV
   -- Fort Apache: 4199 South Fort Apache Blvd. Las Vegas NV
   -- Charleston: 4851 W. Charleston Blvd. Las Vegas

Sherman Oaks, California-based Fatburger Restaurants of California
Inc. and Fatburger Restaurants of Nevada Inc. filed for Chapter 11
bankruptcy protection on April 7, 2009 (Bankr. C.D. Calif. 09-
13964 and 09-13965).


FIRST PHYSICIANS: Posts $1.7 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
First Physicians Capital Group, Inc, filed its quarterly report on
Form 10-Q, reporting a net loss of $1.7 million on $7.9 million of
revenue for the three months ended Dec. 31, 2010, compared with a
net loss of $2.1 million on $9.4 million of revenue for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.

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

               http://researcharchives.com/t/s?7422

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.


FLINT TELECOM: Posts $2.2 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Flint Telecom Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.2 million on $4.4 million of
revenues for the three months ended Dec. 31, 2010, compared with a
net loss of $10.0 million on $4.1 million of revenues for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $10.2 million
in total assets, $17.7 million in total liabilities, $4.9 million
in redeemable equity securities, and a stockholders' deficit of
$12.4 million.

As reported in the Troubled Company Reporter on October 26, 2010,
L.L, Bradford & Company, LLC, in Las Vegas, Nev., expressed
substantial doubt about Flint Telecom's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has suffered losses from operations, negative cash flows
from operations and current liabilities exceed current assets.

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

               http://researcharchives.com/t/s?7431

                        About Flint Telecom

Overland Park, Kan.-based Flint Telecom Group, Inc. (OTC BB: FLTT)
-- http://www.flinttelecomgroup.com/-- operates its business
through six wholly-owned subsidiaries, Cable and Voice
Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously
named Wize Communications, Inc.), Digital Phone Solutions, Inc.,
Ingedigit International, Inc. and Gotham Ingedigit Financial
Processing Corp. dba Power2Process.  The Company provides next
generation turnkey voice, data and wireless services through
partner channels primarily in the United States.


FORD MOTOR: Wellington Management Discloses 4.91% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP disclosed
that it beneficially owns 167,184,646 shares of common stock of
Ford Motor Company representing 4.91% of the shares outstanding.
As of Feb. 14, 2011, Ford had outstanding 3,711,858,859 shares of
Common Stock and 70,852,076 shares of Class B Stock.

                         About Ford Motor

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

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

                           *     *     *

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

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


FORD MOTOR: Evercore Trust Discloses 7.97% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Evercore Trust Company, N.A., disclosed that
it beneficially owns 271,017,955 shares of common stock of Ford
Motor Company representing 7.97% of the shares outstanding.  As of
Feb. 14, 2011, Ford had outstanding 3,711,858,859 shares of Common
Stock and 70,852,076 shares of Class B Stock.

                         About Ford Motor

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

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

                           *     *     *

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

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


FORUM HEALTH: Committee Wants Ch. 11 Trustee to Take Over
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Forum Health and
its debtor-affiliates asks the Hon. Kay Woods of the U.S.
Bankruptcy Court for the Northern District of Ohio to appoint a
Chapter 11 trustee to oversee the Debtors' bankruptcy cases.

The Creditors Committee tells Judge Woods, at the beginning of
this month, it filed a plan of liquidation, under which the
Committee estimates that holders of allowed unsecured claims
against the Debtors will be paid 15% to 17% of the amounts of
their allowed unsecured claims against the Debtors.  In response
to the Committee's plan, the Debtors have proposed to dismiss two
of their chapter 11 cases, and thereby relinquish more than $12
million in unrestricted funds that can and should be used to pay
the Debtors' creditors.

According to the Committee, on the same day, the Debtors also
proposed a settlement with the Pension Benefit Guaranty
Corporation.  The Debtors refused the Committee's request to
participate in the Debtors' negotiations with the PBGC.

Nine days after the Committee filed its plan of liquidation, the
Debtors filed their own plan of liquidation, premised on their
Dismissal Motions and the Proposed PBGC Settlement.  The Debtors'
Plan anticipates a drastically lower payout to the Debtors'
unsecured creditors (4.88% to 5.36%), due to the more than $12
million to be given away by the Dismissal Motions.

The Committee relates that the Debtors have clearly breached their
fiduciary duties to maximize value for their creditors.  Moreover,
the Debtors have demonstrated an utter disregard for their
creditors' best interests, according to the Committee.

The Committee intends to object to the Debtors' dismissal motions.
In the event that the Court determines that there are grounds to
grant the dismissal motions, the Committee requests that the Court
appoint a trustee pursuant to Sections 1104(a)(3) and 1112(b)(1)
of the Bankruptcy Code, because such an appointment is in the best
interests of the Debtors' creditors.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Alston & Bird LLP is the Debtor's counsel.
Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FREDDIE WAYNE LONG: Bankr. Court Rules on Pleadings in ReVest Suit
------------------------------------------------------------------
In ReVest, LLC, v. Freddie Wayne Long, Adv. Pro. No. 09-5303
(Bankr. D. Kans.), ReVest filed two motions for summary judgment
and Freddie Wayne Long seeks to amend his counterclaim to add (1)
ReVest Rentals, LLC, and William Brent Hurst as defendants, (2)
Southwest National Bank and the Merlin G. Troutman Trust as
necessary parties, (3) a claim for deceptive acts and practices
under the Kansas Consumer Protection Act, and (4) a claim for
slander of title.  ReVest objects to Mr. Long's Motion to Amend on
grounds that it is untimely, prejudicial, futile, and brought in
bad faith.

Bankruptcy Judge Robert E. Nugent issued a ruling on Feb. 22,
2011, with respect to Mr. Long's Motion to Add.  A copy of the
Order is available at http://is.gd/QELTZnfrom Leagle.com.

In a separate ruling the next day, Judge Nugent graned ReVest,
LLC's motion to enjoin Mr. Long from prosecuting a state court
action that is nearly identical to that which he has filed via his
counterclaims in the adversary proceeding.  A copy of the Court's
Order Feb. 23 Order is available at http://is.gd/Wb6VeTfrom
Leagle.com.

Freddie Wayne Long filed for Chapter 13 relief (Bankr. D. Kans.
Case No. 09-12827) on Aug. 31, 2009.  He converted his case to
Chapter 11 on March 4, 2010.


FREESCALE SEMICONDUCTOR: Moody's Upgrades Default Ratings to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Freescale Semiconductor, Inc.,
to B3 from Caa1, upgraded the senior secured debt rating to B1
from B2, upgraded the senior subordinated notes rating to Caa2
from Caa3 and upgraded the Speculative Grade Liquidity Rating to
SGL-2 from SGL-3.  The rating outlook was changed to positive from
stable.

This is a summary of the rating actions:

Rating Actions:

  -- Corporate Family Rating to B3 from Caa1

  -- Probability of Default Rating to B3 from Caa1

  -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3

  -- $ 590 Million (originally $750 Million) Senior Secured
     Revolving Credit Facility due 2012 to B1 (LGD-3, 30%) from B2
     (LGD-3, 30%)

  -- $2.237 Billion (originally $2.265 Billion) Senior Secured
     Extended Maturity Term Loan due 2016 to B1 (LGD-3, 30%) from
     B2 (LGD-3, 30%)

  -- $ 750 Million 10.125% Senior Secured Notes due 2018 to B1
     (LGD-3, 30%) from B2 (LGD-3, 30%)

  -- $1.380 Billion 9.25% Senior Secured Notes due 2018 to B1
     (LGD-3, 30%) from B2 (LGD-3, 30%)

  -- $ 764 Million (originally $1.6 Billion) 10.125% Senior
     Subordinated Notes due 2016 to Caa2 (LGD-6, 93%) from Caa3
     (LGD-6, 93%)

Current Ratings:

  -- $ 57 Million (originally $500 Million) Senior Unsecured
     Floating Rate Notes due 2014 - Caa2 (LGD-5, 80%)

  -- $ 255 Million (originally $1.5 Billion) 9.125%/9.875% Senior
     Unsecured Toggle Notes due 2014 - Caa2 (LGD-5, 80%)

  -- $ 886 Million (originally $2.35 Billion) 8.875% Senior
     Unsecured Notes due 2014 - Caa2 (LGD-5, 80%)

  -- $ 750 Million 10.75% Senior Unsecured Notes due 2020 -- Caa2
     (LGD-5, 80%)

                        Rating Rationale

The upgrade of Freescale's CFR to B3 reflects the company's strong
revenue growth and EBITDA expansion following the robust 2010
recovery in global demand for embedded processing semiconductors
across the company's addressable end markets (i.e., automotive,
industrial, networking and consumer).  It also incorporates
Moody's expectation for continued improvement in Freescale's
operating performance, financial leverage metrics and free cash
flow generation over the succeeding 12 months.

The rating revision takes into consideration the company's
improvement in factory utilization as a result of increased
product volumes, which resulted in greater operating leverage from
Freescale's fixed manufacturing cost base.  Combined with cost
takeouts from the 2009 restructuring, strong design win momentum
and a better pricing environment, this has led to expanded gross
and operating margins, higher EBITDA and lower financial leverage
of 7.7x total debt to EBITDA (Moody's adjusted) compared to 20x at
the end of 2009.

The B3 rating is constrained by the company's substantial leverage
and thin, albeit improving, interest coverage.  Though Moody's
anticipate Freescale to generate considerably higher FCF in 2011
($175-$250 million, which includes payments for purchase licenses)
compared to 2010 ($20 million), as a percentage of adjusted debt,
Moody's expect FCF generation to be modest in the 3-5% range
limiting the company's ability to de-lever from internal sources.

The upgrade of Freescale's Speculative Grade Liquidity Rating to
SGL-2 reflects Moody's expectation for meaningful improvement in
FCF over the next 12 months combined with $1.0 billion of cash
balances.  Despite no financial covenants, the SGL rating is
constrained by somewhat diminished financial flexibility given
that Freescale has $532 million outstanding under its revolver,
which has a committed capacity of $590 million.

The positive rating outlook reflects Moody's expectation that
Freescale will continue to deleverage through EBITDA expansion,
though at a more moderate pace versus last year, supported by
solid demand across the company's addressable end markets.  The
rating outlook also takes into account a potential meaningful
deleveraging event via debt reduction from a likely $1.0 billion
IPO, announced by the company in February.

The rating could experience upward pressure over the next 12-18
months if Freescale is able to: drive top-line revenue growth via
effective R&D investments and product development targeted to a
more favorable product mix; and de-lever through EBITDA expansion
and improvement in its debt capital structure via debt reduction
resulting in under 6.0x total debt to EBITDA (Moody's adjusted) on
a sustained basis without impairing its liquidity profile.
Moody's note that to the extent an IPO is consummated and proceeds
(depending on offering size) allocated to meaningfully reduce
debt, the rating could experience upward pressure over a shorter
timeframe.

The rating could experience downward pressure to the extent demand
for Freescale's core embedded processors were to weaken and
earnings were to fall short of expectations or the company's
liquidity profile deteriorated, as evidenced by cash balances
falling below $1 billion for an extended period.

The last rating action was on September 22, 2010, when Moody's
assigned a Caa2 rating to the company's $750 million 10.75% senior
unsecured notes due 2020.

Headquartered in Austin, TX, Freescale Semiconductor, Inc.,
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended Dec. 31, 2010, were $4.4 billion.


GENERAL MOTORS: Creditors Committee Files Revised GUC Trust Pact
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Old GM's Chapter
11 cases filed with the Bankruptcy Court on Feb. 25, 2011, a
revised General Unsecured Creditors Trust Agreement in further
support of the Debtors' Amended Joint Chapter 11 Plan of
Reorganization.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, relates that since the filing of the GUC Trust
Agreement as exhibit to the Plan, the Creditors' Committee has
worked with Wilmington Trust Company, as the proposed GUC Trust
Administrator, FTI Consulting, Inc., as the proposed GUC Trust
Monitor, the Debtors, AP Services LLC, and the U.S. Department of
the Treasury, to finalize the Agreement.

The changes that have been made to the Agreement are not
substantive, do not affect the economics of the distributions to
be made to holders of Allowed Class 3 Claims under the Plan, and
do not deviate from the Trust's goal of resolving Disputed Claims
and distributing assets of the GUC Trust to or on account of
holders of Allowed General Unsecured Claims in Class 3, Mr. Mayer
assures the Court.

These changes that have been made to the Agreement include:

  * making all clean-up changes;

  * revising and clarifying distribution calculations and
    mechanics and adding additional detail and transparency
    regarding how distributions are to be made to all holders of
    Allowed General Unsecured Claims in Class 3;

  * revising distribution mechanics in order to provide for a
    more equitable distribution of fractional shares;

  * providing for two additional holdbacks and providing for
    additional flexibility in adjusting the size of those
    holdbacks to ensure that the GUC Trust will have sufficient
    cash available to fund all administrative expenses related
    to the GUC Trust and to ensure that the cost of
    administration is borne equitably among all holders of
    Allowed General Unsecured Claims.  The Reporting and
    Transfer Holdback will provide for the up front sale of
    $5 million in General Motors LLC ("New GM") Securities to
    cover the cost of any and all Exchange Act reporting required
    by the GUC Trust.  This is contemplated by the Plan and will
    be borne ratably by all holders of Allowed General Unsecured
    Claims;

  * resolving securities issues relating to the structure of the
    GUC Trust, including revising the Agreement to provide for
    compliance with all applicable rules and regulations under
    the U.S. Securities and Exchange Commission and the payment
    of associated costs;

  * conforming the Agreement to all revisions made to the Plan;

  * providing further detail and clarification regarding the
    Term Loan Avoidance Action and Other Avoidance Action Claims
    in conformity with the Avoidance Action Trust Agreement;

  * revising the Agreement to reflect changes in the mechanics
    for distributions to holders of the Asbestos Trust Claim
    pursuant to the Stipulation Fixing Asbestos Trust Claim and
    Resolving Debtors' Estimation Motion;

  * revising the GUC Trust Agreement to provide further detail
    and clarification regarding receipt and distribution of the
    Additional Shares, which may be paid to the GUC Trust from
    New GM pursuant to the Master Sale and Purchase Agreement;

  * revising the GUC Trust Agreement to provide for additional
    review and oversight by the GUC Trust Monitor and the Court;
    and

  * clarifying and providing more detail with respect to the GUC
    Trust's potential role in the wind-down of the Debtors'
    estates.

Details on the changes is set forth in a table, available for free
at http://bankrupt.com/misc/GM_ChangestoGUCTrustPact.pdf

A full-text copy of the revised GUC Trust Agreement is available
for free at http://bankrupt.com/misc/GM_Feb25GUCTrustPact.pdf

                   The Committee-Backed Plan

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

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

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

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

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


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

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

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

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

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

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

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

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

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: JPMorgan Seeks Oral Argument at Plan Hearing
------------------------------------------------------------
Pursuant to Administrative Order Re Conduct of Confirmation
Hearing, the Bankruptcy Court directed that only certain parties
would be heard by the Court at the hearing on confirmation of
Motors Liquidation Co., formerly General Motors Corp.'s proposed
Chapter 11 plan.  The Administrative Order further provided:
Objections by other parties, or on other issues, will be decided
on the papers, absent a ruling by the Court to the contrary,
sought by motion filed in advance of the Confirmation Hearing, and
for good cause shown.

Against this backdrop, JPMorgan Chase Bank, N.A., seeks the
Court's permission to be heard at the confirmation hearing on the
Amended Chapter 11 Plan of Reorganization scheduled for March 3,
2011, to address the Debtors' omnibus reply to Plan Confirmation
Objections.

Richard S. Toder, Esq., at Morgan, Lewis & Bockius LLP, in New
York, relates that two issues relate to (i) Section 10.5 of the
Plan entitled Term Loan Avoidance Action; Offsets which, by its
very terms, is applicable only to the Term Loan Lenders and (ii)
JPMorgan's Administrative Claim, which arises by virtue of the
Final DIP Order, and similarly only impacts the Agent.

As to the first issue, JPMC wants the Debtors to affirmatively
state that neither the Debtors nor the GUC Trust will seek to
impose a set-off beyond the scope of Section 502(d) of the
Bankruptcy Code Section.  Similarly, JPMC seeks a simple written
acknowledgment by the Debtors that the JPMC Administrative Claim
is assumed by the GUC Trust.

                   The Committee-Backed Plan

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

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

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

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

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


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

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

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

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

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

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

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

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

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Parties React to $420 Million Claims Reserve
------------------------------------------------------------
Several creditors oppose the request of Motors Liquidation Co. to
establish claims reserve.  They are:

(1) JPMorgan Chase Bank, N.A.
(2) Wells Fargo Bank Northwest, N.A.
(3) Toyota Motor Corporation
(4) New United Motor Manufacturing, Inc.
(5) Sentry Insurance and Sentry Select Insurance Company
(6) Enterprise Holdings, Inc.
(7) the State of New York
(8) Tracy Woody
(9) Edmund J. Sterniak
(10) Sharyl S. Carter

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.

JPMC, as agent to the Term Loan Lenders, objects to the Claims
Reserve Motion because the Debtors have failed to clearly reserve
for the Term Loan Lenders' potential $1.6 billion general
unsecured claim in connection with the Term Loan Avoidance
Action.  A lack of proper reserves for the Term Loan Claim means
that in the event of a final judgment adverse to the Term Loan
Lenders, there will undoubtedly be insufficient securities and
units available for distribution to them, even assuming that
Debtors' estimate of $370 million of disputed claims is accurate,
Richard S. Toder, Esq., at Morgan, Lewis & Bockius LLP, in New
York, asserts.  He also contends that the Debtors improperly
propose to reserve for and treat JPMorgan's filed administrative
claims as unliquidated general unsecured claims.  He stresses
that JPMorgan made it clear that the Claims were in respect of
the Agent's postpetition, administrative expenses for the
reasonable fees, costs and charges in defending the Term Loan
Avoidance Action, which expenses the Debtors are obligated to pay
pursuant to the Final DIP Order.

Wells Fargo Bank, as agent on behalf of the TPC Lenders, seeks
clarification on whether the Debtors intend for the TPC Lenders'
claims to be reserved for at all beyond the escrow account
established under the Sale Order.  Accordingly, Wells Fargo
asserts that any order granting the Claims Reserve Motion should
provide that the GUC Trust Administrator will reserve:

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

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

Toyota objects to the Debtors' request because: (1) it is unclear
if Toyota's Claim No. 66243 is subject to the reserve set forth
in the in Claims Reserve Motion; and (2) if the Claim is subject
to the reserve, Motors Liquidation Company has not adequately
provided for the Claim.  Toyota thus seeks that any order on the
Claims Reserve Motion expressly indicate that the Claim is not
subject to the proposed reserve cap.  If MLC seeks to amend the
Claims Reserve Motion to include the Claim, the reserve amount be
increased to include an amount sufficient to account for the
Claim and that the amount be specifically reserved for the Claim
and not other unliquidated claims.

Counsel to NUMMI, Richard M. Cieri, P.C., at Kirkland & Ellis
LLP, in New York, avers that through the guise of establishing a
capped general unsecured claims reserve, the Debtors
unjustifiably seek to reclassify NUMMI's administrative claims as
general unsecured claims in the Claims Reserve Motion.  The
Debtors offer no explanation why or even state this purpose
directly in the Claims Reserve Motion, he points out.  The
Debtors simply cannot reclassify NUMMI's administrative claim
through a motion requesting establishment of a capped general
unsecured claims reserve, he insists.

Sentry Insurance says the aggregate amount of their four claims
will not exceed $1,800,000.

Enterprise Holdings, Inc., formerly known as Enterprise Rent A
Car Company, contends that the Debtors improperly seek estimation
of its Claim No. 65719 for plan reserve purposes at an
unreasonably low amount.  Enterprise Holdings points out that the
Debtors fail to take into account (i) previously unliquidated
amounts arising from environmental clean-up expenses that have
become liquidated since the initial filing of the Claim, and (ii)
certain amounts that will soon become liquidated on account of
expenses for environmental clean-up currently underway.

The State of New York complains that the Debtors have not
identified the amount contained in the "separate reserve" for
liquidation claims.  The State, thus, seeks clarification
regarding the amount the Debtors will reserve separately for
liquidation but still disputed claims, and whether that specific
amount will be subject to judicial approval on notice to parties-
in-interest.  The State seeks to assure that any of its claims
that ultimately may be allowed are properly reserved in the GUC
Trust so that those allowed claims in fact paid.

Ms. Woody objects that her claims were not listed in the
established and allowable claims of the Debtors.  Mr. Sterniak
asserts that it is not fair to let GM not make good on the shares
that he and others own.

                    Debtors Talk Back

At this stage of these Chapter 11 cases, in order to establish
appropriate reserves and be able to move forward with
distributions under their Plan, the Debtors must address any
remaining unliquidated amounts, Joseph H. Smolinsky, Esq., at
Weil, Gotshal & Manges LLP, in New York, asserts.

The Debtors believe that these Objections lack merit and should
be overruled:

(1) Toyota.  The Debtors believe that the claims asserted in
   Toyota NUMMI's Claim are encompassed by the liquidated claim
   filed by Toyota for $73,798,976 for which the Debtors are
   reserving in its fully liquidated stated amount, and the
   Debtors believe that no additional reserve amounts are
   necessary on account of the Toyota NUMMI Claim.  The Debtors
   will receive Toyota's proposed maximum amount for the Toyota
   NUMMI Claim to determine if a consensual resolution of the
   Toyota Objection is possible.

(2) NUMMI.  The Debtors intentionally included certain
   administrative claims in the Fully Unliquidated Claims
   Reserve not to improperly seek to reclassify them as general
   unsecured claims, but rather to provide for a distribution in
   the event an administrative claim is later reclassified as a
   general unsecured claim.  Subsequently, the Debtors filed an
   objection to the NUMMI Administrative Claim.  In light of the
   pending objection, the Debtors agree that the NUMMI
   Administrative Claim need not be reserved for as a general
   unsecured claim and may be removed from the Fully
   Unliquidated Claims Reserve.

(3) State of New York.  Because two of the claims filed by the
   State of New York are the subject of the Claims Reserve
   Motion, the Debtors have addressed each of the State's
   arguments in the Debtors' omnibus reply to objections
   received in connection with the Claims Reserve Motion.

(4) JPMC.  The Debtors have explained to JPMC that the Term Loan
   Lenders' potential $1.6 billion general unsecured claim in
   connection with the Term Loan Avoidance Action is being
   reserved as a liquidated claim and is therefore not included
   in the Claims Estimation Motion.  The Debtors have also
   agreed with JPMC that the JPMC Administrative Claims need not
   be reserved for as general unsecured claims and will be
   removed from the Fully Unliquidated Claims Reserve.  The
   Debtors disclose that the issues raised in the JPMorgan
   Objection have been addressed and that no additional
   relief is warranted.

(5) Pro se Claimants.  The Debtors attempted to reach Ms. Woody
   by telephone and left a message offering to estimate the
   amended claim at the full liquidated, general unsecured
   amount of $39,376 for reserve purposes only and to remove the
   Woody Claims from this motion.  The Debtors remain open to a
   consensual resolution of the Woody Objection.  The Debtors
   believe that Ms. Carter's and Mr. Sterniak's objection to
   relate to the treatment of general unsecured claims and
   equity security holders under the Plan, and that those
   Objections relate to confirmation.

To resolve Wells Fargo's Objection, the Debtors and Wells Fargo
agree that the Debtors are in compliance with the Sale Order and
reserving for a General Unsecured Claim in the amount of
$45 million for the TPC Lenders' potential future Allowed General
Unsecured Claim. The TPC Lenders' claim is being treated as fully
liquidated for reserve purposes under the Plan and was thus not
included in either the Claims Reserve Motion or Claims Estimation
Motion.

                   The Committee-Backed Plan

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

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

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

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

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


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

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

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

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

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

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

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

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

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GLC LIMITED: Files for Chapter 11 to Sell Assets
------------------------------------------------
GLC Limited filed for Chapter 11 protection on Feb. 28, 2011
(Bankr. S.D. Ohio Case No. 11-11090).

Prior to the Petition Date, the Debtor operated liquidation retail
stores located in Proctorville, Ohio, Milan, Indiana, Pigeon Forge
and Newport, Tennessee, and Nitro, LeSage and Huntington, West
Virginia.  The Debtor later closed the Retail Stores located in
Milan, Indiana, LeSage, West Virginia and Proctorville, Ohio.

In addition, the Debtor owns and operates TrustWorthy Hardware
Store in Proctorville, Ohio and Dan's Sporting Goods in
Huntington, West Virginia.

Beginning in 2008, the Debtor began raising funds for the purchase
of goods for its liquidation distribution business through
investments from private investors.  About 97 individuals or
entities made investments in the Debtor totaling approximately
$80,000,000.  As of the Petition Date, the Debtor has made
payments to certain Investors in the aggregate amount of
$68,000,000.  About $26,000,000 to $29,000,000 remains owing to
certain of the Investors.

Certain Investors have received payments from the Debtor in excess
of the amounts the Investors invested in the Debtor.  As part of
the Chapter 11 case, the Debtor intends, among other things, to
commence actions to recover those excess amounts from those
Investors and ensure that there is an equality of distribution for
similarly situated parties.

In December 2010, the Debtor employed James R. Burritt as its CRO
and to provide it with management and advisory services.  Pursuant
to a resolution dated Jan. 28, 2011 and delivered on Feb. 1, 2011,
the board of directors of the Debtor authorized Mr. Burritt to act
on the Debtor's behalf in the chapter 11 case and in the operation
of the Debtor's businesses.

According to Mr. Burritt, during the chapter 11 case, the Debtor
intends, among other things, to discontinue its ongoing business
operations, shut down the remaining Retail Stores, sell the
inventory in the warehouses and sell the businesses and business
assets associated with Dan's Sporting Goods and TrustWorthy
Hardware Store, as going concerns.

Since December 2010, the Debtor has been working with various
industry leaders regarding the potential purchase and sale of the
inventory located in the warehouses.

During calendar year 2010, the Debtor had gross sales of
approximately $3,742,000 and operating losses of $2,223,000.  In
addition, the Debtor received new investments in calendar year
2010 of $34,700,000 and made payments to Investors of $34,200,000
in calendar year 2010.

To minimize the adverse effects of filing for bankruptcy
protection on its businesses, the Debtor has filed various motions
and applications with the Court requesting various types of "first
day" relief.  The first day motions include:

  * Motion for entry of an order granting the Debtor additional
    time within which to file schedules and statements;

  * Motion of the Debtor for an order authorizing the Debtor to
    pay and honor certain prepetition claims for wages, salaries,
    employee benefits and other compensation;

  * Motion of the debtor for entry of an order under 11 U.S.C.
    Secs. 105(a) and 366 (i) Prohibiting Utilities from
    Discontinuing, Altering, or refusing service, and (ii)
    establishing procedures for determining adequate assurances of
    payment; and

  * Emergency motion of the debtor for entry of interim and final
    orders (a) authorizing use of cash collateral; and (b)
    granting adequate protection.

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  The
Debtor distributes its goods through a network of wholesale
distributors, retail chains and discount and surplus centers.  The
Debtor has four warehouses for its goods which are located in
Proctorville and Columbus, Ohio and Huntington, West Virginia.

The Debtor currently uses, or has used at various times since its
formation, the following trade names or "d/b/a" names: GLC
Limited, Inc., Global Liquidation Center, Global Liquidations,
Global Liquidation LLC, GLC Discount, GLC Wholesale, ShopGLC, GLC
Unlimited, Dan's Sporting Goods, Dan's Sports Shop, Trustworthy
Hardware Store, Lailah's Mini Mart and DJs Mini Market.

The Debtor estimated assets and debts of $10 million to
$50 million as of the Chapter 11 filing.


GLC LIMITED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GLC Limited
        P.O. Box 670
        Proctorville, OH 45669

Bankruptcy Case No.: 11-11090

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Ronald E. Gold, Esq.
                  FROST BROWN TODD LLC
                  2200 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981
                  E-mail: rgold@fbtlaw.com

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

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

The petition was signed by James R. Burritt, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Baugh, Tom                         Investment           $4,114,000
4519 Sanderling Circle W.
Boynton Beach, FL 33436

Price, Karen                       Investment           $2,830,000
1260 West Fitzgerald Lane
Bogart, GA 30622

Koury, Maurice                     Investment           $2,774,400
P.O. Box 850
Burlington, NC 27216

Koury, Brad                        Investment           $2,250,000
P.O. Box 850
Burlington, NC 27216

Bell, Kendrell                     Investment           $2,000,000
2501 S. Ocean Drive, Apartment 204
Hollywood, FL 33019

Gillespie, B. Clyde                Investment           $1,913,167
P.O. Box 258
Graford, TX 76449

Price, Edd                         Investment           $1,541,667
5655 Golf Club Drive
Braselton, GA 30517

Allen Investment Fund              Investment           $1,387,500
120 Trinity Place
Athens, GA 30607

Nelson Bowers                      Investment           $1,273,334
  dba Village Investments
217 Colemore Circle
Lookout Mountain, TN 37350

Franchione, Dennis                 Investment             $978,950
1403 Broken Hills/ P.O. Box 4112
Horseshoe Bay, TX 78657

J & M Brands                       Investment             $588,500
2875 Casa Del Rio Terrace
Jacksonville, FL 32257

Donnan Dyleski LLC                 Investment             $550,000
1150 Julian Drive
Watkinsville, GA 30677

Fennell, Steve                     Investment             $427,500
600 Oglethorpe Avenue
Athens, GA 30606

Tuberville, Suzanne                Investment             $427,500
9018 CR 6068
Lubbock, TX 79406

Williams, John M.                  Investment             $400,000
1305 Hixson Pike
Chattanooga, TN 37405

Gottfried, Mark                    Investment             $337,500
22758 Perdido Beach Boulevard
Orange Beach, AL 36561

Helton, David                      Investment             $319,550
206 Hickory Chase
Carrollton, GA 30117

Baugh, Pam                         Investment             $300,000
4519 Sanderling Circle W.
Boynton Beach, FL 33436

Allen, David                       Investment             $262,500
120 Trinity Place
Athens, GA 30607

Sullivant Holdings LLC             Lease                  $235,000


GLEN ROSE: Posts $956,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------
Glen Rose Petroleum Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $955,978 on $477,403 of oil and
gas sales for the three months ended Dec. 31, 2010, compared
with a net loss of $398,474 on $33,660 of oil and gas sales for
the same period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed
$7.1 million in total assets, $6.5 million in total liabilities,
and stockholders' equity of $570,040 million.

Jonathon P. Reuben CPA, An Accountancy Corporation, expressed
substantial doubt about Glen Rose's ability to continue as a going
concern, following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has incurred significant losses and has an accumulated deficit of
$50.94 million as of March 31, 2010.

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

               http://researcharchives.com/t/s?742f

                         About Glen Rose

Katy, Tex.-based Glen Rose Petroleum Corporation (OTC BB: GLRP)
-- http://www.glenrosepetroleum.com/-- owns UHC Petroleum
Corporation, a Texas corporation, which is a licensed operator
with the Texas Railroad Commission.  UHC Petroleum is an
independent producer of crude oil based in Katy, Texas.  UHC
Petroleum operates the Wardlaw Field, which lies in Edwards
County, Texas in the southeast portion of the Val Verde Basin and
is approximately 28 miles west of Rocksprings and 550 miles west
of Dallas.


GLOBAL CROSSING: FMR LLC Discloses 15% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC disclosed that it beneficially owns
9,074,656 shares of common stock of Global Crossing Ltd.
representing 15.000% of the shares outstanding.

                        About Global Crossing

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

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

The Company recorded a net loss of $172 million on $2.61 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $141 million on $2.54 billion of revenue during the prior
year.

                           *     *     *

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

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


GOLF CLUB AT AVERY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Golf Club At Avery Ranch, Ltd
        3310 N. Capital of Texas Highway, Suite 200
        Austin, TX 78746

Bankruptcy Case No.: 11-10503

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: William A. (Trey) Wood, III, Esq.
                  BRACEWELL & GIULIANI LLP
                  711 Louisiana, Suite 2300
                  Houston, TX 77002
                  Tel: (713) 223-2300
                  Fax: (713) 221-1212
                  E-mail: trey.wood@bracewellgiuliani.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-10503.pdf

The petition was signed by Robert D. Wunsch, member of general
partner A.R. Golf Management Co., LLC.

Affiliates that filed separate Chapter 11 petitions on Feb. 28,
2011:

  Debtor                                      Case No.
  ------                                      --------
The Golf Club At Avery Ranch, Ltd             11-10503
Wunsch Family Limited Partnership             11-10504
A. R. Golf Operations, LLC                    11-10505


GPS PAINTING: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GPS Painting & Wallcovering, Inc.
        c/o Eliot Schneider
        1307 East St Gertrude Place Suite C
        Santa Ana, CA 92705

Bankruptcy Case No.: 11-12662

Chapter 11 Petition Date: February 26, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: R G Pagter, Esq.
                  PAGTER AND MILLER
                  525 N Cabrillo Pk Dr Suite 104
                  Santa Ana, CA 92701
                  Tel: (714) 541-6072
                  Fax: (714) 541-6897
                  E-mail: gibson@pagterandmiller.com

Scheduled Assets: $756,316

Scheduled Debts: $1,679,522

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-12662.pdf

The petition was signed by Eliot Schneider, president.


GRAND ISLAND LIQUOR: Court Denies Use of Pathway Bank Collateral
----------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied the request of Grand
Island Liquor Mart and Tobacco Row, LLC; Richard and Kimberly
Wiseman; and Hastings Liquor Mart and Tobacco Row, LLC, to use
cash collateral, the proceeds of the monthly sales of inventory,
to purchase new inventory and pay operating expenses.  As adequate
protection for Pathway Bank's interest in the collateral, the
Debtors offer a monthly payment of $6,000; sales and expense
reports on a daily, weekly, or monthly basis; and a physical
inventory on a regular basis.

Judge Mahoney held that the Debtors' adequate protection offer,
even if coupled with a willingness to allow a physical inventory
at any time and to provide regular financial information to the
bank, is insufficient to protect the value of the bank's interest
against risks to that value consistent with the concept of
indubitable equivalence.

Richard and Kimberly Wiseman are the owners of two limited
liability companies: Grand Island Liquor Mart and Tobacco Row,
LLC, a retail liquor, beer, wine and tobacco store in Grand
Island, Nebraska, and Hastings Liquor Mart and Tobacco Row, LLC, a
similar business in Hastings, Nebraska.  Pathway Bank is the
lender to both businesses, with a blanket first lien on inventory,
accounts, fixtures and equipment.  The bank has no lien on
personal or real estate assets of the individual debtors, but does
have a guarantee from them of all of the debt of the two
businesses.

In 2010, the Debtors suffered an employee theft and borrowed an
additional $60,000 to cover the resulting shortage.  The monthly
bank payment increased to $9,800.  That amount proved to be too
much for the businesses to support, partly because of increased
competition in Grand Island and partly because of a decline in
business due to road construction near the Grand Island store and
the general economic downturn.

The Debtors have made no bank payment since September 2010.  The
bank began a replevin action in January 2011.  On Jan. 25, 2011,
the Debtors filed for Chapter 11 (Bankr. D. Neb. Case Nos.
11-40159, 11-40160, and 11-40162).

A copy of the Court's Feb. 24, 2011 order is available at
http://is.gd/1l3EAofrom Leagle.com.



GRAY TELEVISION: FMR LLC Discloses 14.454% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 7,427,397 shares of common stock of
Gray Television Inc. representing 14.454% of the shares
outstanding.  As of Oct. 31, 2010, there were 51,386,313 shares of
common stock outstanding.

                       About Gray Television

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

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

                           *     *     *

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

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


GREEN PLANET: Reports $167,800 Net Income in Dec. 31 Quarter
------------------------------------------------------------
Green Planet Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $167,814 on $9.3 million of revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
of $2.7 million on $15.7 million of revenue for the same period of
the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $12.5 million
in total assets, $35.4 million in total liabilities, and a
stockholders' deficit of $22.9 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about Green Planet Group's ability to continue
as a going concern, following the Company's results for the fiscal
year ended March 31, 2010.  The independent auditors noted that
the Company has significant operating losses and negative working
capital.

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

               http://researcharchives.com/t/s?742d

                        About Green Planet

Scottsdale, Ariz.-based Green Planet Group, Inc. (OTC BB: GNPG)
-- http://www.greenplanetgroup.com/-- is engaged in the
research, development, manufacturing and distribution of a variety
of products that improve overall energy efficiency with a specific
concentration on petroleum based energy sources.  The Company
currently has four wholly owned operating subsidiaries, EMTA Corp,
XenTx Lubricants, Inc., White Sands, L.L.C., and Lumea, Inc.


GULFSTREAM INT'L: General Claims Bar Date on March 16
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Southern Florida set
March 16, 2011, as deadline for the creditors of Gulfstream
International Airlines to file proofs of claim against the Debtor.
Governmental entities have until May 3 to file their proofs of
claim.

Dianne Byers, staff writer at The Progress, reports that Robert
Shaffer, manager at DuBois Regional Airport, said he does not
believe there will be any news about how debts will be paid until
after the March date has passed.  The Progress notes GIA currently
owes the authority more than $88,000, but Mr. Shaffer said he
believes it will be paid as the authority received the money it
was owed by GIA for its December billings and Gulfstream officials
told him DRA has been listed as a critical creditor.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection on Nov. 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in assets
and $25,243,099 in liabilities in its Schedules of Assets and
Liabilities.


HAMPTON ROADS: David Twiddy Resigns as Exec. Vice President
-----------------------------------------------------------
On Feb. 24, 2011, David R. Twiddy, the Hampton Roads Bankshares,
Inc.'s Executive Vice President, announced his resignation from
employment with the Company to pursue other business
opportunities.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended Dec. 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.

Hampton Roads Bankshares reported a net loss of $84.5 million on
$17.9 million of net interest income for the three months ended
Sept. 30, 2010, compared with a net loss of $13.4 million on
$26.5 million of net interest income for the same period last
year.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the September 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.


HEALTHSOUTH CORP: FMR LLC Discloses 10.473% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 9,899,653 shares of common stock of
Healthsouth Corporation representing 10.473% of the shares
outstanding.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

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


HEALTHSOUTH CORP: Wellington Management Holds 1.47% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP disclosed
that it beneficially owns 1,378,084 shares of common stock of
HealthSouth Corporation representing 1.47% of the shares
outstanding.  There were 93,341,436 shares of common stock of the
Company outstanding, net of treasury shares, as of Feb. 15, 2011.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

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


HEALTHSOUTH CORP: Invesco Ltd. Discloses 6.0% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Invesco Ltd. disclosed that it beneficially owns
5,632,312 shares of common stock of HealthSouth Corporation
representing 6.0% of the shares outstanding.  There were
93,341,436 shares of common stock of the Company outstanding, net
of treasury shares, as of Feb. 15, 2011.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

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


HINESLEY FAMILY: Court Won't Appoint Ch. 11 Trustee for Now
-----------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied the request of Charles
Hinesley, Jr.'s to appoint a trustee in the bankruptcy case of
Hinesley Family Limited Partnership No. 1.  Judge Kirscher held
that the Court's decision to not appoint a trustee at this time is
without prejudice.  The Court will not allow this case to
languish.  A hearing on approval of the Debtor's Disclosure
Statement was held Jan. 4, 2011.  At that hearing, the Court
granted Debtor additional time to amend its Disclosure Statement
and scheduled another hearing on approval of the Debtor's amended
disclosure statement for March 1, 2011.  The Debtor filed an
Amended Disclosure Statement on Feb. 7, 2011.  No party-in-
interest has filed a timely objection to approval of the Debtor's
Amended Disclosure Statement.  Thus, it appears very likely that
the Debtor's Amended Disclosure Statement will be approved on
March 1, 2011.  If the Debtor's Amended Disclosure Statement is
indeed approved on March 1, 2011, the Court will then set
confirmation for April 5, 2011.  The Debtor will thus have roughly
35 days to convince parties-in-interest and the Court that its
plan is both feasible and proposed in good faith, and that it
should be permitted to proceed forward under the terms of a
Chapter 11 plan.

A copy of the Court's Feb. 28, 2011 Memorandum of Decision is
available at http://is.gd/cMoAgUfrom Leagle.com.

Hinesley Family Limited Partnership No. 1 is a limited partnership
with three limited partners, each holding a 30% interest: Judith
Hinesley (wife and mother), Charles Hinesley, Jr. (son) and Morgan
(son).  Charles Hinesley Sr. owns a 10% interest in the Debtor and
is the sole general partner.  The Debtor has historically been
engaged in the development of raw land into subdivisions and the
construction of single and multi-family residential structures.

Hinesley Family Limited Partnership No. 1 filed for Chapter 11
bankruptcy (Bankr. D. Mont. Case No. 10-61822) on July 27, 2010.


HUDSON HOLDING: Posts $3.9 Million Net Loss in Dec. 31 Quarter
--------------------------------------------------------------
Hudson Holding Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $3.9 million on $7.8 million of
revenues for the three months ended Dec. 31, 2010, compared with a
net loss of $1.1 million on $10.0 million of revenues for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $11.4 million
in total assets, $5.4 million in total liabilities, and
stockholders' equity of $6.0 million.

"The Company has incurred significant losses and negative cash
flows from operations in the past, and these results have had a
negative impact on the Company's financial condition," the Company
said in the filing.

"If these trends continue in the future, they could have a
material adverse effect on the Company's financial condition.
Based on the Company's internal forecasts and assumptions
regarding its short term cash requirements, in the event the
Merger [with Rodman & Renshaw Capital Group, Inc.] is not
consummated and the Company is unable to locate additional funding
on acceptable terms, the Company believes that it may not have
sufficient working capital or regulatory net capital to support
its current operating plans through Dec. 31, 2011.  This raises
substantial doubt about the Company's ability to continue as a
going concern."

On Jan. 4, 2011, the Company entered into an Agreement and Plan of
Merger with Rodman, a Delaware corporation, pursuant to which
Rodman has agreed to acquire all of the outstanding shares of the
Hudson Holding common stock in a stock-for-stock merger.  The
Merger is expected to result in a combined entity with
substantially improved capital resources.  Rodman or the Company
are permitted to terminate the Merger Agreement if the Merger is
not consummated on or before June 30, 2011.

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

               http://researcharchives.com/t/s?7430

Jersey City, N.J.-based Hudson Holding Corporation (OTC BB: HDHL)
-- http://www.holdingcorp.com/-- is the parent of Hudson
Securities, Inc.  The Company provides a full range of corporate
finance, advisory, and capital markets services and institutional
equity research focused on the small- and mid-cap marketplace.


INNKEEPERS USA: Groups Balks at Lehman/Five Mile's 374MM Buyout
---------------------------------------------------------------
Joseph Checkler, writing for the Dow Jones Daily Bankruptcy
Review, reports that a group of Innkeepers USA Trust creditors
joined others in protesting Five Mile Capital Partners and Lehman
Brothers Holdings Inc.'s $374.4 million bid to buy the hotel
owner, because the structure of the deal limits recoveries to
those creditors at $2.5 million.

According to the report, in a Friday filing with the U.S.
Bankruptcy Court in Manhattan, Innkeepers' official committee of
unsecured creditors calls the term sheet outlining the sale
"unconfirmable," and says it wants a say in the review of bids.

"The bidding procedures fail in certain respects to foster
and promote competitive bidding, and propose impediments to
third-party participation," Dow Jones quotes the committee as
saying.  The committee points out that while the plan calls for
unsecured creditors to get $2.5 million, "it is unclear from the
Term Sheet whether this sum is meant to be equivalent to or
greater than the amount that is rightfully due and owing to
unsecured creditors under the terms of the bankruptcy code."

Mr. Checkler says one key problem the committee has is that if a
competing bidder offers more for Innkeepers, unsecured creditors
would not see any of the proceeds from that overbid.

Several other Innkeepers creditors are objecting to the Lehman and
Five Mile Plan, which calls for the two companies -- previously
adversaries in the case -- to pay $374.4 million in cash and debt
in exchange for a controlling stake in Innkeepers.  As a key
element of that deal, Midland Loan Services, which represents
Innkeepers mortgage lenders owed more than $825 million, has
agreed to take a $200 million reduction on that debt.

A hearing on the deal is set for next week.

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

The Lehman/Five Mile plan is the second that the Palm Beach, Fla.,
company has offered since its bankruptcy filing.  The company had
to scrap its first plan, which allowed existing owner Apollo to
retain an ownership stake, after the deal was widely panned by
creditors and ultimately rejected by Judge Shelley C. Chapman of
U.S. Bankruptcy Court in Manhattan.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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


JB'S FAMILY: Returns to Chapter 11 to Reorganize Restaurants
------------------------------------------------------------
JB's Family Restaurants, Inc., filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-04986) on Feb. 28.

JB's operates 21 restaurants in six western states of Arizona, New
Mexico, Idaho, Utah, Wyoming and Montana.  The Company is
comprised of seven company restaurants and 14 franchised units.

JB's Family intends to continue in the possession of properties
and the management of its business as debtor in possession
pursuant to Secs. 1107 and 1108 of the Bankruptcy Code.

"It is the best interest of all of the creditors and JB's for the
company to continue operating effectively because a successful
reorganization of the company is anticipated," says Lynn
Whiteford, managing member of LBW Investments LLC, which owns all
of the stock in JB's.

Ms. Whiteford recounts JB's business was hit particularly hard by
the economic turmoil caused by the Sept. 11, 2001 terrorist
attacks. As a result, JB's filed a voluntary petition (Bankr. D.
Ariz. Case No. 02-03349) on March 7, 2002.  JB's confirmed a 100%
payment plan of reorganization on Oct. 23, 2003, and a final
decree was entered on Sept. 24, 2004.

According to Ms. Whiteford, JB's has worked diligently to meet its
obligations under its previous plan of reorganization, but JB's is
once again a victim of an economic downturn.  The current
recession has resulted in a decline in business, which forces a
bankruptcy petition.

Ms. Whiteford explains that revenues fell sharply as a result of
the current recession and although the business has rebounded in
the last several months, JB's is unable to continue without
reorganizing under the Bankruptcy Code.  JB's fell behind on its
trade debt with US Foodservice, which is owed $406,453.

JB's says it is pursuing a plan to return to profitability by
closing or franchising those restaurants that were unprofitable,
terminating the costly leases on those facilities, and operating
the remaining restaurants at a profitable level and collecting
franchise fees.  JB's has already reduced the number of
restaurants it operates from 34 in 2007, to seven as of the
bankruptcy filing date.  JB's has also made substantial progress
in reducing the overhead and operating expenses and improving
profitability for all the restaurants.

"The filing of this Chapter 11 proceeding was necessary as the
final step in its plan to reorganize and return to profitability,"
Ms. Whiteford relates.

The Debtor says that in order for its operations to continue
effectively and to avoid the costly adverse effects of the
Bankruptcy filing, it will request specific relief in "First Day
Motions":

  * Application Approving Employment of Thomas E. Littler, Esq.,
    at Gordon Silver as counsel;

  * Motion to maintain existing bank accounts, cash management
    system, business forms and letterhead, and to honor gift
    certificates.

  * Motion for order allowing payment of prepetition wages,
    salaries and employment benefits and directing banks to honor
    prepetition checks for payment of prepetition obligations.

  * Motion to allow payment of "trust fund" taxes (payroll &
    sales) motion authorizing payment to Traveler's Insurance and
    to maintain insurance.

  * Motion to reject leases for restaurant locations that have
    been closed prepetition.

                            About JB's

JB's offers a full service family restaurant style menu.  JB's was
originally founded in 1961 in Provo, Utah, as a Big Boy
Franchisee.  In 1987, JB's terminated its franchise relationship
from the Big Boy Franchise System and began franchising its own
concept in 1991.

Current management purchased JB's and Galaxy Diners from the Santa
Barbara Restaurant Group in November 2000, through the acquisition
of all the outstanding stock in JB's by LBW.  LBW was formed by a
management group from the JB's operations.  LBW originally
acquired 54 JB's Restaurants and 30 franchise units.

As of Dec. 30, 2010, the Debtor reported assets of $7,299,189 and
liabilities of $10,298,630.  The Debtor reported $15,761,266 in
revenues for 2010 and generated a pretax income of negative
$442,262.


JB'S FAMILY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JB's Family Restaurants, Inc.
        2207 S. 48th Street, Suite A
        Tempe, AZ 85282

Bankruptcy Case No.: 11-04986

Chapter 11 Petition Date: February 28, 2011

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Robert C. Warnicke, Esq.
                  GORDON SILVER
                  40 N. Central Avenue, #2100
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  E-mail: phxbknotices@gordonsilver.com

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

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

The petition was signed by Lynn Whiteford, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Alliant Food Phx                   Trade Debt             $526,664
File 30800, P.O. Box 60000
San Francisco, CA 94160

US Foodservice                     Trade Debt             $325,030
File 30800, P.O. Box 60000
San Francisco, CA 94160

Alliant Food Phx                   Trade Debt             $306,562
File 30800, P.O. Box 60000
San Francisco, CA 94160

Santa Barbara Restaurant Group     Trade Debt             $154,251

Arizona Department of Revenue      Sales Tax              $153,121

Maricopa County Treasurer          Trade Debt             $116,905

Arizona Department of Revenue      Trade Debt             $111,639

Utah State Tax Commission          Trade Debt              $96,757

Utah State Tax Commission          Sales Tax               $91,299

Alliant Food Nm/Den                Trade Debt              $80,068

Carla Boone                        Trade Debt              $73,036

Clark Jones                        Trade Debt              $71,623

Mountain View Shopping Plaza       Trade Debt              $68,280

The Travelers Insurance Co         Trade Debt              $54,976

Wyoming Department of Revenue      Sales Tax               $41,408

Roy S. Ludlow Investment Co.       Trade Debt              $38,109

Carolyn D. Bowman Trust            Trade Debt              $37,250

Arizona Department of Revenue      Trade Debt              $37,028

Wyoming Department of Revenue      Trade Debt              $34,964

Sysco Food Services of Mt, Inc.    Trade Debt              $34,919


JC PENNEY: $900 Mil. Share Repurchase Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service stated that J.C. Penney's announcement
that it had approved a $900 million open market share repurchase
program has no immediate impact on either the Ba1 Corporate Family
Rating or the stable outlook.

"J.C. Penney has ample excess cash to fund this share repurchase
program while still maintaining very good liquidity," stated
Moody's Senior Credit Officer Maggie Taylor.  "However, given
Vornado's and Pershing Square's sizable equity stake, J.C.
Penney's future financial policy is currently unclear.  Moody's
concern that J.C. Penney's financial policy may shift to focus on
returning value to shareholders places limits on the rating,"
Taylor added.

The last rating action for J.C. Penney was on May 18, 2010, when
its $400 million senior unsecured notes were rated Ba1 and the
Corporate Family Rating and stable outlook were affirmed.

J.C. Penney is one of the country's largest department store
operators with about 1,100 locations in the United States and
Puerto Rico.  Revenues are about $17.8 billion.


JC PENNEY: S&P Affirms Corporate Credit Rating at 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on Plano, Texas-based J.C. Penney Co. Inc.
The outlook is stable.

"Although the announcement of a $900 million share repurchase
program represents a meaningful shift in its financial policy,"
said Standard & Poor's credit analyst David Kuntz, "S&P believes
that the company has sufficient cash reserves to execute its
program without detriment to its credit protection metrics."

"The ratings on Penney reflect recent performance that has been in
line with our," added Mr.  Kuntz, "as well as S&P's view that
operations are likely to improve modestly over the near term."
While the company has improved its credit protection profile
through performance gains and debt reduction, the announcement of
a $900 million share repurchase program makes substantial future
debt reductions by the company much less likely, in S&P's view.


JETBLUE AIRWAYS: FMR LLC Discloses 14.990% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they benefically own 44,109,328 shares of common stock of
Jetblue Airways Corporation representing 14.990% of the shares
outstanding.  The number of shares outstanding of the Company's
common stock as of Jan. 31, 2011 was 294,752,749 shares.

                      About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JETBLUE AIRWAYS: Wellington Management Holds 5.68% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP disclosed
that it beneficially owns 16,678,226 shares of common stock of
JetBlue Airways Corporation representing 5.68% of the shares
outstanding.  A total of 294,752,749 shares were outstanding as of
Jan. 31, 2011.

                      About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                          *     *     *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JOSEPH A STEPHENS: Court Denies Plan Confirmation
-------------------------------------------------
Bankruptcy Judge Letitia Z. Paul denied confirmation of Joseph A.
Stephens, Jr.'s Chapter 11 plan.  Judge Paul held that the Plan,
which provides for the individual Chapter 11 debtor to retain non-
exempt property while paying less than 100% to a non-accepting
class of unsecured creditors, violates Section 1129(b)(2)(B)(ii)
of the Bankruptcy Code.  A copy of Judge Paul's Feb. 22, 2011
Memorandum Opinion is available at http://is.gd/P3arYffrom
Leagle.com.

Based in Houston, Texas, Joseph A. Stephens, Jr., dba Chulo
Contruction, filed a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 10-31263) on Feb. 16, 2010.  Mr. Stephens operates
two businesses: an insurance agency, and a mortgage brokerage
business.  Margaret Maxwell McClure, Esq. -- mccluremar@aol.com --
serves as bankruptcy counsel.  In his petition, Mr. Stephens
scheduled assets of $2,861,746 and debts of $3,834,229.


JOSHUA HOTEL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joshua Hotel Group, LLC
        aka La Quinta Inn & Suites Joshua
        501 South Broadway
        Joshua, TX 76058

Bankruptcy Case No.: 11-31295

Chapter 11 Petition Date: February 27, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Jeffery D. Carruth, Esq.
                  WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
                  3030 Matlock Rd., Suite 201
                  Arlington, TX 76015
                  Tel: (817) 795-5046
                  Fax: (800) 556-1869
                  E-mail: jcarruth@wkpz.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/txnb11-31295.pdf

The petition was signed by Sunil Patel, manager.


KRONOS INTERNATIONAL: To Redeem EUR 80MM Sr. Notes at 102.167%
--------------------------------------------------------------
On Feb. 17, 2011, Kronos International, Inc. notified the holders
of its 6 1/2% Senior Secured Notes due 2013 of a voluntary
redemption of EUR 80 million principal amount of the Notes at a
redemption price of 102.167% of the principal amount thereof plus
accrued and unpaid interest to the redemption date.  Subject to
satisfying the notice and other requirements that apply to a
redemption of the Notes, the redemption is expected to occur on
March 24, 2011.  After the redemption, there will remain
outstanding EUR 320 million principal amount of the Notes.

                    About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the Troubled Company Reporter on June 25, 2010,
Moody's Investors Service raised Kronos International's Corporate
Family Rating to B3 from Caa1 and the rating on the EUR400 million
senior secured notes due 2013 to Caa1 from Caa2.  The upgrade
reflects KII's better operating results, improved titanium dioxide
market conditions and the expectation that credit metrics will
improve further in 2010.  The outlook is stable.

Moody's also said KII's liquidity is supported by its positive
cash flow from operations, cash balances and unused availability
under its EUR80 million revolving credit, which matures in less
than one year (May 2011).  Total use of the revolver was restored
to the company in May 2010 after complying with the amended
covenants in the first quarter 2010.  Availability had been
limited to EUR51 million since the facility was amended in
September 2009 to accommodate the shortfall in EBITDA generation
during the global economic downturn, which would have led to a
violation of the leverage covenant.  The improved profitability in
2010 could allow the company to meet the original financial
covenants and revert the credit facility to its pre-amendment
terms and conditions.

The TCR on April 19, 2010, reported that Fitch Ratings has
upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its
securities ratings: Senior secured revolving credit facility to
'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from
'CCC/RR4'.  The Rating Outlook has been revised to Stable from
Negative.

Fitch said the ratings reflect high financial leverage at Kronos
International as well as Kronos Worldwide's solid market position
in the TiO2 industry, the fifth largest globally with 10% of
global capacity.  The ratings also reflect the early stages of a
recovery in the TiO2 industry and Fitch's expectations that
earnings over the next 24 months will remain below the average
over the period from 2005 through 2008.

Moody's Investors Service raised Kronos International, Inc.'s
Corporate Family Rating to B2 from B3 and the rating on the
EUR400 million senior secured notes due 2013 to B3 from Caa1.
The upgrade reflects KII's strong operating results, attractive
titanium dioxide market conditions and the expectation that the
company will continue to enjoy strong margins and positive free
cash flow.  The outlook is positive.


KY USA ENERGY: Farm-Out Assignments Aren't Executory Contracts
--------------------------------------------------------------
WestLaw reports that farmout assignments for oil and gas wells, as
recorded contracts that had been fully performed by one of the
parties thereto and that purported to transfer and assign oil and
gas leases to the debtor, were not executory contracts, of a kind
subject to 11 U.S.C. Sec. 365.  Whether a contract is an executory
contract, such as a debtor can assume or reject, is a question of
federal, and not state, law.  In re KY USA Energy, Inc., --- B.R.
----, 2011 WL 611660 (Bankr. W.D. Ky.) (Lloyd, J.).

This Feb. 22, 2011, decision by the Honorable Joan A. Lloyd in K &
D Energy, et al. v. KY USA Energy, Inc., et al., Adv. Pro. No. 10-
1049 (Bankr. W.D. Ky.), is an extension of her decision in In re
KY USA Energy, Inc., 439 B.R. 413 (2010), finding that the
underlying Farnout Agreements aren't executory contracts.

KY USA Energy, Inc., based in Glasgow, Ky., sought chapter 11
protection (Bankr. W.D. Ky. Case No. 10-11424) on Sept. 14, 2010.
Scott A. Bachert, Esq., at Harned Bachery & McGehee PSC in Bowling
Green, Ky., represents the Company.  At the time of the filing,
the Debtor estimated its assets at less than $50,000 and its debts
at $1 million to $10 million.


LARRY C MITCHELL: 11th Circuit Reverses Tax Ruling
--------------------------------------------------
The United States appeals from the district court's decision
affirming an order of the bankruptcy court, in which the
bankruptcy court determined that Larry C. Mitchell's federal
income tax debt was dischargeable in bankruptcy.  The United
States Court of Appeals for the Eleventh Circuit held that the
bankruptcy court erred in its finding that Mr. Mitchell had not
willfully attempted to evade or defeat his taxes within the
meaning of 11 U.S.C. Sec. 523(a)(1)(C).  Accordingly, the district
court's decision is reversed.

The case is United States of America, v. Larry C. Mitchell, a.k.a.
Larry Carl Hazen Mitchell, No. 10-10596 (11th Cir.).  A copy of
the 11th Circuit's Feb. 24, 2011 decision is available at
http://is.gd/YfYec2from Leagle.com.   The panel consists of
Circuit Judges Charles R. Wilson and William H. Pryor Jr., and the
Honorable Susan C. Bucklew, United States District Judge for the
Middle District of Florida, sitting by designation.  District
Judge Bucklew penned the decision.

Larry C. Mitchell, a.k.a. Larry Carl Hazen Mitchell, filed for
Chapter 11 bankruptcy (Bankr. M.D. Ga. Case No. 06-40631) on
Aug. 29, 2006, which was converted to a Chapter 7 petition on
Oct. 3, 2007.  A copy of Mr. Mitchells' Chapter 11 petition is
available at http://bankrupt.com/misc/gamb06-40631.pdf


LEHR CONSTRUCTION: Court Extends Schedules Deadline to April 6
--------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Lehr
Construction Corp., the deadline for the filing of schedules of
assets and liabilities, schedules of current income and
expenditures, schedules of executor contracts and unexpired leases
and statements of financial affairs until April 6, 2011.

Due to the burdens occasioned by preparing for its Chapter 11
case, the Debtor anticipated that it will be unable to complete
its Schedules and Statements within the previous 14-day deadline.
To prepare its Schedules and Statements, the Debtor must compile
information from books, records, and documents relating to a
myriad of claims, assets, and contracts relative to approximately
61 on-going projects.  "This information is voluminous and
collection of the necessary information requires an enormous
expenditure of time and effort on the part of the Debtor and its
employees," the Debtor said.

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection on Feb. 21, 2011
(Bankr. S.D.N.Y. Case No. 11-10723).  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LEHMAN BROTHERS: $1.173 Billion Already Paid to Professionals
-------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended Jan. 31, 2011:

Beginning Cash & Investments (01/01/11)   $22,090,000,000
Total Sources of Cash                         899,000,000
Total Uses of Cash                           (372,000,000)
FX Fluctuation                                 16,000,000
                                           ---------------
Ending Cash & Investments (01/31/11)      $18,586,000,000

LBHI reported $2.318 billion in cash and investments as of
January 1, 2011, and $1.004 billion as of January 31, 2011.

The monthly operating report also showed that from Jan. 1 to
31, 2011, a total of $42.937 million was paid to professionals
that were retained in the Debtors' Chapter 11 cases.

Meanwhile, from Sept. 15, 2008 to Jan. 31, 2011, a total of
$1,173,774,000 was paid to professionals, of which $403,489,000
was paid to the Debtors' turnaround manager, Alvarez & Marsal LLC,
while $272,110,000 was paid to their bankruptcy counsel, Weil
Gotshal & Manges LLP.

A full-text copy of the January 2011 Operating Report is
available for free at:

          http://bankrupt.com/misc/LehmanMORJan2011.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: NY Regulators' Suit vs. E&Y Takes Detour
---------------------------------------------------------
New York state regulators face their first test soon in their
lawsuit against Ernst & Young LLP over its role as auditor for
Lehman Brothers Holdings Inc., according to a February 23, 2011
report by Reuters.

Andrew Cuomo, former New York state attorney general, filed the
lawsuit against the firm for allegedly approving the so-called
repo transaction, an artificial sale and buy-back deal that
enabled Lehman to hide billions of debts from regulators and
allowed the company to look healthier when it reported quarterly
financial data.

But Ernst & Young sought for the transfer of the lawsuit from the
state court to the federal court as it involves questions of
federal auditing standards.  Eric Schneiderman, the current NY
state attorney general, wants to move the case back.

Some lawyers see Ernst & Young's move as an attempt to streamline
defenses as the firm is already fighting a similar lawsuit in
federal court, Reuters reported.

Anthony Sabino, a law professor at St. John's University in New
York, said, however, that the transfer could also benefit Ernst &
Young by throttling a "home court" advantage that Mr.
Schneiderman could have in state court, according to the report.

The biggest benefit from a change in court is that cases move
faster in federal court.

Mr. Sabino said that while defendants often want to slow cases
down, "the accountants clearly are confident in their ability to
win" and want to dispose of the case quickly.

"Bringing the action to the federal courthouse levels the field,"
Reuters quoted Mr. Sabino as saying.

An Ernst & Young spokesman said in a statement that the lawsuit
presents important questions of federal law that should be
decided by a federal judge.  He said moving the case would allow
it to be heard by U.S. District Judge Lewis Kaplan, the same
judge who is already overseeing other Lehman civil lawsuits
including one in which the firm is a defendant.

Jake Zamansky, a securities fraud lawyer and founder of Zamansky
& Associates, said Judge Kaplan may decide not to take the case,
as Mr. Cuomo cited violations of the Martin Act, Reuters
reported.

The Martin Act is a 90-year-old law, which gives New York state
regulators broad enforcement powers over securities fraud.

Mr. Zamansky pointed out that because of the Martin Act, previous
attempts to move cases brought by New York attorneys general have
been allowed to proceed in state courts even if they appeared to
involve federal matters.  He expressed belief that the attorney
general's choice of forum will govern.

Mr. Zamansky further said that Ernst & Young should probably
settle because of its potential liability for the repo
transactions.  He said the transactions were apparently meant to
deceive investors, Reuters reported.

Mr. Schneiderman has until March 4, 2011, to respond to Ernst &
Young's attempt to move the case.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Approval of Greenbrier Settlement
-------------------------------------------------------
Lehman Commercial Paper Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of New York of a
settlement agreement with Greenbrier Minerals Holdings LLC and
its affiliates.

The companies entered into the deal to settle a dispute over how
much is owed to LCPI under their 2007 credit agreement.  LCPI
asserts that it is owed $211,322,098 under the credit agreement.
Meanwhile, Greenbrier holds a claim against LCPI, which stemmed
from the company's failure to provide the $10 million funding in
violation of their credit agreement.

Under the deal, LCPI agreed to cap its claim under the credit
agreement at $200 million.  The company's claim, however, will be
increased by $1 million if the marketing for the joint sale of
the properties of Greenbrier, Midland Trail Resources LLC, and
Dolphin Mining LLC does not start before March 31, 2011.

Midland Trail and Dolphin Mining own and operate met coal mining
facilities in Greenbrier County, West Virginia.  Greenbrier's
president and chief executive, Joseph Turley III, owns a
controlling interest in Midland Trail and Dolphin Mining.

The settlement agreement requires Greenbrier to pay LCPI 50% of
all excess cash flow on hand which will be applied against the
amount owed under the credit agreement, and to withdraw its claim
against the company.

Eric Salzman, managing director for Lamco LLC's private equity
and principal investments, says the settlement was entered into
"in good faith, negotiated at arm's length and achieves a fair
and equitable result for [LCPI] and its estate."

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_SettlementGreenbrier.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Approval of Swedbank AB Settlement
--------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
received court approval of an agreement with New York-based
Swedbank AB to settle the Swedish bank's claims.

Swedbank filed deficiency claims, assigned Claim Nos. 67079 and
67080, against the Lehman units each asserting $565,870,087 on
account of LCPI's failure to repurchase commercial mortgage loans
as required under a 2002 repurchase agreement.   LBHI guaranteed
LCPI's payment obligations to the Swedish bank under the
agreement.

The settlement deal calls for the exchange of certain commercial
real estate loans between the Lehman units and Swedbank and to
revise the terms of some loans.  It also requires LBHI to pay
$10 million to Swedbank as additional consideration for the
exchange of loans and provides for the allowance of each of the
deficiency claims in the sum of $325 million.

Each of the loans subject to the exchange corresponds to a real
estate project in which Swedbank and the Lehman units have direct
or indirect debt or equity investments.  The properties are in
Manhattan, Los Angeles, Hawaii, and Austin, Texas.

Alfredo Perez, Esq., at Weil Gotshal & Manges LP, in Houston,
Texas, says the exchange would allow the Lehman units to
consolidate their ownership in the capital structure of those
projects and maximize the value of their interest in those
assets.

"The settlement agreement provides the best framework to resolve
their disputes with Swedbank over the deficiency claim and avoid
the expense and risk inherent in litigating such a claim," Mr.
Perez says.

The settlement deal is formalized in a 28-page agreement, a copy
of which is available for free at:

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

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3 COMMS: Loomis Sayles Discloses 10.98% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Loomis Sayles & Co., L.P. disclosed that it
beneficially owns 205,860,033 shares of common stock of Level 3
Communications Inc. representing 10.98% of the shares outstanding.
As of Feb. 22, 2011, there were 1,673,680,085 shares of common
stock outstanding.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion
in total assets, $8.51 billion in total liabilities and
a $157 million stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEWIS CRANE: Caterpillar Financial Wins Guaranty Suit
-----------------------------------------------------
Magistrate Judge Irma Carrillo Ramirez granted the Plaintiff's
request for summary judgment in the suit, Caterpillar Financial
Services, d/b/a FCC Equipment Financing, v. K. Kyle Lewis, Civil
Action No. 3:10-CV-72-BH (N.D. Tex.).  The case arises out of two
written guarantees executed by K. Kyle Lewis in favor of FCC
Equipment Financing:

     (A) On Feb. 27, 2007, FCC agreed to lend money to Lewis Crane
of Dallas, L.P., pursuant to a loan and security agreement.  In
connection with the loan, the Defendant executed a guaranty that
unconditionally guaranteed, among other things, the full and
prompt performance and payment of all present and future
obligations of Lewis Crane to FCC, including any attorneys' fees
or expenses suffered by FCC by reason of Lewis Crane's or the
Defendant's default.  The Defendant's liability under the guaranty
agreement was limited to 20% of the total outstanding balance.

     (B) On July 23, 2008, FCC agreed to lend money to LWL
Management, LLC, pursuant to a loan and security agreement.  That
same day, the Defendant executed a guaranty agreement that
unconditionally guaranteed, among other things, the full and
prompt performance of all present and future obligations of LWL to
FCC, including any attorneys' fees or expenses suffered by FCC by
reason of LWL's or Defendant's default.  The Defendant's liability
under the guaranty was limited to 20% of the outstanding balance.

After Lewis Crane and LWL defaulted on the loans, FCC notified the
Defendant of their default and made written demand on him to pay
20% of the total outstanding indebtedness owed under the loan
agreements.  The Defendant failed to pay, however.

On November 4, 2009, FCC filed the action seeking judgment against
Defendant on the two guaranties, including 20% of all amounts due
and owing under the loan agreements, pre-judgment and post-
judgment interest, reasonable attorney fees, collection costs, and
costs of court.

A copy of the Court's Feb. 24, 2011 Memorandum Opinion and Order
is available at http://is.gd/eXmBRTfrom Leagle.com.

Lewis Crane of Dallas, L.P., and LWL Management, LLC, filed
voluntary petitions for Chapter 11 relief (Bankr. N.D. Tex. Case
No. 09-45785) on September 18, 2009.


LIEBFRIED AVIATION: Court Directs Accountant to Disgorge Fees
-------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman denied a request for
compensation by Joseph O'Donnell, who prepared Liebfried Aviation,
Inc.'s corporate tax returns, and instead directed Mr. O'Donnell
to disgorge money paid to him postpetition by the Debtor because
Mr. O'Donnell accepted those payments for postpetition services
without having sought, much less received, Court approval of those
payments.

The Chapter 7 trustee represents that his review of the Debtor's
records reveals that Mr. O'Donnell has performed significant
accounting work not only for the Debtor but also for Andrew
Liebfried, the Debtor's principal, and the Liebfried Realty Trust
of which Andrew Liebfried and his family are beneficiaries.  In
addition, the Chapter 7 trustee represented that the Debtor's
internal accounting records indicate that during the Chapter 11
phase of the case the Debtor paid Mr. O'Donnell a total of $5,500
or $5,600 by means of at least three separate checks beginning on
May 8, 2008.  The Chapter 7 trustee also maintains that in January
2011, after the case had been converted, Mr. O'Donnell appears to
have received an additional payment of $500 from the Debtor for
accounting services previously rendered.  The Chapter 7 trustee
notes that based on the Debtor's internal accounting records, it
appears that on at least one occasion the Debtor paid Mr.
O'Donnell for worked performed for the Liebfried Realty Trust.
None of these payments appeared on the Debtor's monthly operating
reports filed with the United States trustee.

At the hearing on his fee application, Mr. O'Donnell acknowledged
that he has performed accounting services for the Liebfrieds and
their entities since the mid 1990s.  He blamed the Debtor's
attorney for failing to disclose his connections with these Debtor
affiliates stating that she had prepared his affidavit which he
signed but did not read.  He admitted having sent the Debtor
invoices for services rendered post-petition for which he received
payments from the Debtor without seeking Court approval.
Apparently oblivious to the requirements of Bankruptcy Code  330,
Mr. O'Donnell explained that the reason he filed the fee
application presently before me was because, unlike his prior
bills to the debtor, this time the debtor had failed to paid him.

A copy of the Court's Feb. 25, 2011 Memorandum of Decision is
available at http://is.gd/qgCyFZfrom Leagle.com.

Liebfried Aviation Inc. filed for Chapter 11 bankruptcy (Bankr. D.
Mass. Case No. 07-42603) on July 11, 2007, disclosing under
$1 million in assets.  The case was converted to Chapter 7 on
Aug. 6, 2010.  A copy of the Chapter 11 petition is available at
http://bankrupt.com/misc/mab07-42603.pdf


LOEHMANN'S HOLDINGS: Emerges From Chapter 11 Protection
-------------------------------------------------------

Loehmann's Holdings, Inc. and its affiliates has successfully
completed its restructuring and has emerged from Chapter 11
bankruptcy proceedings.  The Company secured $45 million in exit
financing from Wells Fargo Bank, N.A. and Whippoorwill Associates,
Inc., as agent for its discretionary funds and accounts.

The Company's Joint Plan of Reorganization was confirmed on
February 8 and became effective on March 1.  As part of the Plan,
the Company received a $25 million capital infusion through a
rights offering to its Class A Noteholders that was backstopped by
Istithmar World and Whippoorwill Associates, Inc.  The
restructuring eliminates all $110 million of the Company's long-
term bond debt, $14 million in related annual interest,
$23 million in other cost reductions, and recapitalizes the
balance sheet through the exchange of notes for common stock.

The Company also announced that Loehmann's CEO Jerald Politzer,
who guided the company through this successful bankruptcy process,
has chosen to leave the Company. Joe Melvin, the Company's COO and
CFO will assume the role of interim CEO.

"As was our goal, we have significantly reduced our debt through
the Chapter 11 process and have emerged a stronger, more
financially secure company better positioned to address the
opportunities and challenges of the marketplace," said Joe Melvin,
interim CEO of Loehmann's.  "We look forward to rededicating
ourselves to building Loehmann's into an even more exciting
shopping destination for our existing customers and tapping into a
whole new customer base who appreciates the value and brands we
bring to them."

Commenting on the exit financing, Jim Dore, Group Head and
Executive Vice President, Wells Fargo Capital Finance - Retail
Finance Division, said, "We appreciate the opportunity to provide
Loehmann's with a flexible financing solution and look forward to
building our new partnership."

Moving forward, the Company will focus merchandising efforts on
well-known designer brands that resonate with its frequent
shoppers.  The Company will also refine its advertising outreach
to communicate with Loehmann's core customers and potential new
shoppers.  Emphasis will also be placed on further building on
Loehmann's successful membership program which currently has a
database of over 1.5 million Insider Members.

In addition, as part of the restructuring, Arthur E. Reiner and
Nancy Ross have been appointed as independent members of the Board
of Directors.  They will join directors Dr. Shuja Ali and Kapil
Zaveri of Istithmar World, and Steven Gendal and Michael Lee of
Whippoorwill Associates, Inc. Mr. Reiner will be the Chairman of
the Board.

Mr. Reiner was Chairman and Chief Executive Officer of Macy's
East. He was also Chairman and Chief Executive of Finlay
Enterprises, a nation-wide fine jewelry company.  In May 2003, Mr.
Reiner became a director of New York & Company, Inc. and is
currently Chairman of the Compensation Committee, and a member of
the Corporate Nomination & Governance and Audit Committees.

Ms. Ross is Founder and Chief Executive Officer of C-Suite Agenda
LLC.  Following a distinguished thirty-year career at Grey
Advertising, her own Brand/Marketing consultancy, and senior
partner at Monitor Group, Ms. Ross founded C-Suite Agenda LLC an
independent brand & marketing/customer insights consultancy.  Her
firm helps leading organizations improve their performance through
customer driven insights.  Ms. Ross has also served as
Brand/Marketing consultant to senior management, Board and CEOs,
with substantive efforts in retail efforts of Citibank, Chase,
KKR's Primedia Educational Division and Scholastic.

                   About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.

Mark S. Indelicato, Esq., Mark T. Power, Esq., and Janine M.
Cerbone, Esq., at Hahn & Hessen LLP, in New York, serve as counsel
for the Official Committee of Unsecured Creditors.


MA BB OWEN: Files for Chapter 11 in Sherman, Texas
--------------------------------------------------
Dallas-Texas-based MA BB Owen LP filed a bare-bones Chapter 11
petition (Bankr. E.D. Tex. Case No. 11-40645) in Sherman, Texas,
on Feb. 28, 2011.  The Debtor estimated assets and debts of $10
million to $50 million.  John Marlin of MA BB Owen Holdings, LLC,
signed the Chapter 11 petition.


MA BB OWEN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: MA BB Owen LP
        13455 Noel Road, 23rd Floor
        Dallas, TX 75240

Bankruptcy Case No.: 11-40645

Chapter 11 Petition Date: February 28, 2011

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

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by John Marlin of MA BB Owen Holdings,
LLC, manager.


MARC DREIER: Ch. 7 Trustee Sues Anguillan Developer for $1.5MM
--------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Salvatore LaMonica, the Chapter 7 trustee for Marc
Dreier, filed the lawsuit Monday against Temenos Development
received, an Anguillan developer, to recover roughly $1.5 million
that Mr. Dreier spent on property on the Caribbean island, one of
the former lawyer's many acquisitions before his Ponzi scheme
crashed and burned.  Ms. Palank relates the lawsuit seeks to
recover payments that Temenos received for two real-estate parcels
on the grounds that Mr. Dreier didn't receive fair or equal value
in the deal.

According to Ms. Palank, Mr. LaMonica accused Temenos of
"unlawfully" withholding the property from Mr. Dreier and
converting the property for its own use.

DBR says efforts to reach Temenos Tuesday weren't successful.

DBR notes the Anguilla property isn't available for LaMonica to
seize and liquidate because it was among the properties forfeit to
the federal government in connection with Mr. Dreier's criminal
proceeding.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

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

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


MDG CAPITAL: Three Residential Communities Now in Chapter 11
------------------------------------------------------------
MDG Capital Corporation and its affiliates filed for Chapter 11
protection (Bankr. M.D. Fla. Lead Case No. 11-3481) in Fort Myers,
Florida, on Feb. 28, 2011.

According to a court filing, the Debtors have offices in Maryland,
West Virginia, and Florida.  In addition to their commercial
development, the Debtors have developed and own over 1 million
square feet of commercial properties including office buildings,
shopping centers, strip centers, and hotels.  The Debtors also
have experience in the acquisition, permitting, and construction
of residential planned communities as well as marinas.  The
Debtors develop residential communities and have relationships
with many local, regional, and national builders.  The Debtors
currently have three residential communities in various stages of
zoning entitlement or development totaling nearly 2,000 lots.

No "first day" pleadings were filed on the Petition Date other
than a request for joint administration of the Chapter 11 cases.


MDG CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: MDG Capital Corporation
        2180 Immokalee Road, Suite 309
        Naples, FL 34110

Bankruptcy Case No.: 11-03481

Chapter 11 Petition Date: February 28, 2011

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

Judge: David H. Adams

Debtor's Counsel: Daniel R. Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: dfogarty.ecf@srbp.com

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 William L. Klohn, authorized agent.

Affiliates of MDG Capital that filed separate Chapter 11 petitions
on Feb. 28, 2011:

  Debtor                                      Case No.
  ------                                      --------
MDG Helmerich, LLC                            11-03483
MDG Frank Helmerich, LLC                      11-03484
MDG Lake Trafford, LLC                        11-03485
MDG Lake Trafford Commercial, LLC             11-03486
MDG Lake Placid 2000, LLC                     11-03487
MDG Forum 11, LLC                             11-03489
MDG-Capital Partners Financial Centre, Inc.   11-03491


MEG ENERGY: Moody's Publishes 'B1' Probability of Default Rating
----------------------------------------------------------------
Moody's Investors Service is now publishing Probability of Default
Rating of B1 assigned to the MEG Energy Corp. on August 25, 2010.

Due to an internal administrative error, this rating was not
previously published.

The PDR rating history for this entity is:

* 8/25/2010 -- B1 rating assigned.


MESA AIR: Exits Chapter 11 as a Strong, Competitive Airline
-----------------------------------------------------------
Mesa Air Group's Plan of Reorganization became effective allowing
the company to emerge from its reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  Mesa and its related subsidiaries
entered bankruptcy protection on January 5, 2010 and Mesa's exit
from bankruptcy protection in 13 months places it among the
fastest reorganizations in aviation history.  Mesa is well
positioned to compete aggressively in the regional aviation
industry, having shed inefficient aircraft, significant debt and
extended our partnership with US Airways.

In celebrating the company's emergence, Mesa Chairman and Chief
Executive Officer Jonathan Ornstein said: "Today marks a new
beginning for Mesa, one that allows the company to build on its
almost 30-year history and reestablish ourselves as one of the
world's leading regional airlines.  We are deeply appreciative of
the support we have received during our reorganization from our
creditors, airline partners and employees, and we will work hard
to repay this trust by building a successful Mesa Air Group."

The Company's restructuring accomplishments included:

-- Elimination of 100 excess aircraft and associated leases and
   debt which contributed to the deleveraging of Mesa's balance
   sheet in the approximate amount of $700 million in capitalized
   leases and $50 million in debt;

-- Restructuring of aircraft leases and financings for Mesa's
   remaining CRJ 200 and Dash 8 fleets resulting in flexibility,
   no long term lease exposure and lower costs on the CRJ 200 50-
   seat regional jet aircraft;

-- Emerging as a private company that will issue four new series
   of notes, shares of common stock, and/or warrants to purchase
   shares of its common stock to its creditors in exchange for
   their claims in the Chapter 11 proceedings;

-- Extending the term of the code-share agreement with US Airways
   through September 2015.

"Upon our exit from bankruptcy, we will take the intensity and
effort of the past 13 months and transfer it from the triage of
the bankruptcy process to focus on opportunities that exist in our
rapidly changing industry," continued Ornstein.  "Throughout our
bankruptcy the Company's operations remained at the highest level
of reliability and safety.  Our people did a fantastic job and
nothing reflects their competitive spirit better than the fact
that during our bankruptcy Mesa consistently delivered operational
performance which continues to lead the regional airline industry
in nearly every category monitored by the U.S. Dept. of
Transportation.

"This strong operational performance came during a time when many
of our employees contributed to our financial savings by taking
additional unpaid days off.  This level of dedication and the
resulting operational performance has provided a solid foundation
upon which to return our airline to sustained profitability and
future growth.  In addition, through the restructuring process
Mesa is among the first regional airlines to address the risks
associated with fifty-seat regional jet aircraft which have
increasingly fallen out of favor with mainline carriers.  We
believe the elimination of exposure related to this fleet provides
Mesa with a significant competitive advantage," noted Ornstein.

"We would like to welcome the new members of Mesa's Board of
Directors who will be joining us today including: Daniel J.
Altobello, retired Chairman of LSG/Sky Chefs Onex Food Services,
Inc.; Ellen N. Artist, ENA Advisors, LLC; Mitchell I. Gordon,
President, Morpheus Capital Advisors; Dana J. Lockhart, DJL
Advisors, LLC; Grant Lyon, President, Odyssey Capital Group;
Harvey W. Schiller, Vice Chairman and President of the Sports,
Media, and Entertainment Practice of Diversified Search Odgers
Berndtson; Mark J. Schulte, Managing Director and head of
transportation investment banking at Dahlman Rose & Co.; Don
Skiados, President, Leadership Communications and Training, LLC.
We look forward to working with all of our new Board members and
are honored to have such distinguished individuals serving the
Company," said Ornstein.

"In addition, we would also like to thank our retiring Board
members for their service, dedication and friendship over the
years including: Richard R. Thayer; Carlos E. Bonilla; Joseph L.
Manson; Maurice A. Parker; Peter F. Nostrand; Robert Beleson,"
added Ornstein.

"Finally, we would like to thank all of the stakeholders who
worked with the Company during our restructuring as well as our
restructuring advisors Pachulski Stang Ziehl & Jones LLP, our
corporate counsel DLA Piper, LLP (US), and our financial advisors
Imperial Capital, and the others that have helped make this
possible, including the support of our airline partners, customers
and the communities we serve," concluded Ornstein.

Mesa currently operates 76 aircraft with approximately 450 daily
system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

                      About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

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


MESA AIR: Wins Approval of US Bank/Finame Agreement
---------------------------------------------------
Mesa Air Group, Inc. and its debtor affiliates asked Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York pursuant to Section 502 of the Bankruptcy Court and Rule
9019 of the Federal Rules of Bankruptcy Procedure, to approve and
authorize Mesa Airlines, Inc., and Mesa Air Group to enter into a
settlement agreement with Agencia Especial de Financiamento
Industrial (FINAME), U.S. Bank National Association, solely as
Security Trustee for the ERJ Aircraft, and the Official Committee
of Unsecured Creditors, to resolve the Finame Claims.

                         Finame Claims

Before the Petition Date, Mesa Airlines leased 36 ERJ-145
aircraft from various owner trustees, and Finame financed the
owner trustees' purchase of the ERJ Aircraft.  Mesa Air Group
guaranteed Mesa Airlines' obligations under the ERJ Leases.

Pursuant to the Court's February 23, 2010 Rejection Procedures
Order and Section 1110 Procedures Order, the Debtors and U.S.
Bank, at the direction of Finame, entered into separate
stipulations pursuant to Section 1110(b) of the Bankruptcy Code
to extend the 60-day period set forth in Section 1110(a)(2) of
the Bankruptcy Code and to establish the terms and conditions for
the Debtors' postpetition use, surrender and return of the ERJ
Aircraft upon the Debtors' rejection of the ERJ Leases.

The Debtors rejected the ERJ Leases pursuant to Notices of
Rejection dated July 30, 2010, August 31, 2010, and September 24,
2010.

The Court's March 26, 2010 Bar Date Order established May 21,
2010 as the deadline to file proofs of claim by all creditors --
other than governmental units -- against the Debtors.  However,
pursuant to the Finame Section 1110(b) Stipulations, the Debtors
and U.S. Bank agreed on extended deadlines by which U.S. Bank
could file proofs of claim on behalf of Finame arising from the
rejection of the ERJ Leases and the surrender and return of the
ERJ Aircraft.

U.S. Bank filed the Finame Claims on account, inter alia, of the
damages arising from the Debtors' rejection of the ERJ Leases,
the Debtors' surrender and return of the ERJ Aircraft and alleged
breaches of the Rejection Procedures Order and the Finame Section
1110(b) Stipulations:

    * Claim Nos. 1430 and 1431, which amended Claim Nos. 1420
      and 1421 and which themselves had modified Claim Nos. 959
      and 958; and

    * Claim Nos. 1454 and 1455, which modified Claim Nos. 958,
      959, 1420 and 1421.

According to John W. Lucas, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the Finame Claims have two primary
components -- Asserted Administrative Expense Claims and Asserted
General Unsecured Claims:

  (1)(i) Claim Nos. 1421, as amended, and 1454 -- along with
      the corresponding claims that were supplemented by these
      claims -- set forth an administrative expense claim
      pursuant to Sections 503(b) and 507(a)(2) of the
      Bankruptcy Code against Mesa Airlines in the aggregate
      amount of $36,538,972; and (ii) Claim Nos. 1420, as
      amended, and 1455 -- along with the corresponding claims
      that were supplemented by these claims -- set forth and
      administrative expense claim pursuant to Sections 503(b)
      and 507(a)(2) against Mesa Air Group in the aggregate
      amount of $36,538,972.

  (2)(i) Claim Nos. 1421, as amended, and 1454 -- along with the
      corresponding claims that were supplemented by these
      claims -- set forth a non-priority general unsecured claim
      pursuant to Sections 365, 502, and 1110 of the Bankruptcy
      Code against Mesa Airlines in the aggregate amount of at
      least $543,042,408; and (ii) Claim Nos. 1420, as amended,
      and 1455 -- along with the corresponding claims that were
      supplemented by these claims -- set forth a non-priority
      general unsecured claim pursuant to Sections 365, 502, and
      1110 against Mesa Air Group in the aggregate amount of at
      least $543,042,408.

On October 21, 2010, the Debtors filed their Objection to (i) the
Alleged Administrative Portions of Claim Nos. 1430 and 1431 and
(ii) Claims that were Amended and Superseded by Claim Nos. 1430
and 1431.  On November 15, 2010, the Debtors also filed their
Objection to the Alleged Administrative Portions of Claim Nos.
1454 and 1455.

With the Court's supervision, the Debtors and Finame subsequently
entered into a series of stipulations that set forth various
milestones and deadlines regarding the reconciliation of the
Asserted Administrative Expense Claims.  The Reconciliation
Stipulations would enable the parties to confer and attempt to
resolve the disputed issues with respect to the Finame Claims.

                      Settlement Agreement

The Debtors and Finame have conferred regarding the Asserted
Administrative Expense Claims and the Asserted General Unsecured
Claims.  After good-faith, arm's-length negotiations, the Debtors
and Finame have reached a settlement that resolves the
Administrative Expense Objections and provides for the
liquidation and allowance of the Finame Claims asserted by U.S.
Bank on behalf of Finame against the Debtors' estates.

Mr. Lucas summarizes the salient terms of the Settlement
Agreement:

  (a) The Asserted Administrative Expense Claims will be reduced
      to and allowed in the aggregate amount of $233,313.

  (b) The Asserted General Unsecured Claims will be reduced to
      and allowed in the aggregate amount of (1) $456,111,956
      against Mesa Airlines and (2) $456,111,956 against Mesa
      Air Group.

  (c) The Debtors will work with Finame to approve the transfer
      of the Allowed General Unsecured Claims in accordance with
      the terms and conditions set forth in the Settlement
      Agreement.

  (d) The Debtors and Finame have agreed to certain mutual
      releases.

Mr. Lucas notes that the agreed reduction is substantial as it
represents a reduction of over 99% of the Asserted Administrative
Expense Claims.

The reconciliation of the Asserted General Unsecured Claims was
approached in a similar fashion as the Debtors resolved other
claims arising from the rejection of leveraged aircraft leases
with one adjustment.  Because the fair market value of certain of
the ERJ Aircraft was less than the return condition component of
the claim, the Debtors agreed that Finame should be entitled to a
claim equal to the amount that the return condition claims
exceeded the fair market value of the aircraft, Mr. Lucas
relates.  In the aggregate, the parties agreed that return
condition claims exceeded the fair market value of the ERJ
Aircraft in the amount of $15,000,000.  He informs the Court that
the parties agreed to allocate the amount evenly among the claims
arising from the rejection of the ERJ Leases.

Resolving both components of the Finame Claims on the terms set
forth in the Settlement Agreement will reduce the Debtors'
potential exposure to protracted litigation and the significant
associated costs, Mr. Lucas tells the Court.  He asserts that the
Settlement Agreement is an exercise of sound business judgment
and should be approved.

To implement the Settlement Agreement successfully, the Debtors
also seek a waiver of the 14-day stay of an order authorizing the
use, sale or lease of property under Bankruptcy Rule 6004(h) to
the extent the rule applies.

The Creditors' Committee has determined that the Settlement
Agreement is reasonable, in the best interest of the estates, and
should be approved, according to Mr. Lucas.

A full-text copy of the Settlement Agreement, as well as
schedules of the ERJ Aircraft and Claims, are available at no
charge at:

http://bankrupt.com/misc/Mesa_FinameSettlementAdmGUclms021611.pdf

The Debtors have also sought and obtained the Court's approval to
shorten the notice required with respect to the relief sought in
the Motion.

                         *     *     *

During the February 18, 2011 hearing, Judge Martin Glenn granted
the Motion and approved the Settlement Agreement.

The Debtors are authorized to settle the Finame Claims in
accordance with the Settlement Agreement.  Claim Nos. 1454 and
1455 will be amended to reflect the Allowed Administrative
Expense Claims of $233,313.  The Allowed Administrative Expense
Claims will not be subject to any further objection or challenged
by any party-in-interest, and no other claims under Claim Nos.
1454 and 1455 will remain.  U.S. Bank, for the benefit of Finame,
will only be entitled to satisfaction of the Allowed
Administrative Expense Claims by either Mesa Airlines or Mesa Air
Group, not both.

The Allowed General Unsecured Claims will be reduced to and
allowed in the aggregate amount of $456,111,956 each against Mesa
Airlines and Mesa Air Group.  The claim will not be subject to
any further objection or challenge by any party-in-interest.

Except as provided in the Settlement Agreement, U.S. Bank, in its
capacity as Security Trustee with respect to Finame and the ERJ
Aircraft, and Finame will not be entitled to receive any other
distributions under the Plan or from the Debtors or the
Reorganized Debtors on account of the Finame Claims or any other
claims arising before February 18, 2011.

Claim Nos. 958, 959, 1420, 1421, 1430, and  1431 are expunged
from the claims registers and the 72 new claims set forth in the
Settlement Agreement will be created.

Recently, the Debtors and Agencia Especial de Financiamento
Industrial-FINAME submitted a letter, dated February 23, 2011,
informing the Court that, upon the entry of the February 18, 2011
Order approving the Settlement, the process established pursuant
to the Reconciliation Process Scheduling Order - Part III has
concluded and no further action need be taken under that order by
the parties of the Cou

                      About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

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


MESA AIR: Has Settlement Allowing Ariz. Rev. Dept. Claims
---------------------------------------------------------
Mesa Air Group Inc. and its units have reached a settlement
agreement with the Arizona Department of Revenue regarding the
compromise and allowance of the Department's claims.

The Arizona Revenue Department filed these claims against Mesa
Air Group, Inc.:

  (a) Claim No. 1450, for $2,977,299 for 2009 and 2010 personal
      property taxes, which was filed as a priority tax claim
      under Section 507(a)(8) of the Bankruptcy Code;

  (b) Claim No. 1517, for $1,500,000 for estimated 2011
      personal property taxes, which was filed as an
      administrative claim under Section 503 of the Bankruptcy
      Code;

  (c) Claim No. 1518, for $1,500,000 for estimated 2011
      personal property taxes, which was filed as an
      administrative claim under Section 503; and

  (d) Claim Nos. 28, 48, and 512, which were previously
      disallowed by the Court.

The Court's January 26, 2010 Tax Order gives the Debtors
authority to pay prepetition tax claims outside of the Debtors'
Third Amended Joint Plan of Reorganization and without further
Court order.

Among other things, the parties agreed that:

    * Claim No. 1450 is allowed as an Allowed Priority Tax Claim
      for $2,977,299 and will be paid in accordance with the
      terms of the Plan.  Interest will be paid on Claim No.
      1450 at the rate of 4% per annum commencing from the
      Effective Date of the Plan.

    * Claim No. 1517 is estimated and is not yet due under state
      law.  It will be paid in the ordinary course of the
      Debtors' business when liquidated and due under applicable
      state law.  The Debtors will not be required to reserve
      for the payment of Claim No. 1517.  The Debtors retain
      their rights to contest the amount of Claim No. 1517 when
      liquidated, whether it be before or after the Claims
      Objection Deadline established by the Plan, which is
      extended to November 1, 2011.

    * Claim No. 1518 is disallowed and expunged.

    * Each party will be responsible for the costs and expenses
      it incurred in negotiating, drafting, and executing the
      settlement agreement.

There will not be a hearing on the stipulation unless a written
objection is filed with the Court and served so as to be received
by March 4, 2011, at 12:00 p.m., prevailing Eastern Time.  If a
written objection is timely filed, a hearing to consider the
stipulation will be scheduled and a notice of the hearing will be
provided separately.

                      About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

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


MESA AIR: signs Deal Assuming Bonds and Disallowing Zurich Claims
-----------------------------------------------------------------
Mesa Air Group, Inc., and its affiliated debtors entered into a
stipulation with Zurich American Insurance Company, its
subsidiaries and affiliates, including Fidelity and Deposit of
Maryland, Colonial American Casualty and Surety Co., and American
Guarantee and Liability Co., with respect to certain surety bonds
and claims.

Before the Petition Date, Zurich issued a number of surety bonds
to certain of the Debtors.  Certain of the Debtors and Zurich are
also parties to prepetition written indemnity agreements
governing the obligations of the Parties with respect to the
surety bonds issued by Zurich.

Zurich filed these claims against the Debtors:

Debtor                         Claim No.          Amount
------                         ---------          ------
Mesa Air Group, Inc.                23      unliquidated
Mesa Airlines, Inc.                 24      unliquidated
Freedom Airlines, Inc.              25      unliquidated
Freedom Airlines                  1349            $8,027
Mesa Air Group                    1350            $8,027
Mesa Airlines                     1351            $8,027
Freedom Airlines                  1493      unliquidated
Mesa Air Group                    1494            $8,027
Mesa Airlines                     1495            $8,027

The Debtors included certain surety bonds issued by Zurich as
well as related assumption obligations in the Plan Supplement to
their Second Amended Joint Plan of Reorganization filed on
December 28, 2010.  Zurich objected to the Plan Supplement.

The Debtors and Zurich have agreed that:

  (a) The Debtors will assume the surety bonds and related
      indemnity agreements.  These will be deemed assumed
      effective February 4, 2011, the Assumption Effective Date;

  (b) The Debtors will pay $18,027 to Zurich to cure all
      defaults existing as of the Assumption Effective Date
      under the Surety Bonds and Indemnity Agreements pursuant
      to Section 365(b)(1)(A);

  (c) The Debtors will pay in the ordinary course of business
      all undisputed amounts arising under the Surety Bonds and
      Indemnity Agreements after the Assumption Effective Date.
      The Debtors' and Zurich's rights with respect to any
      claims arising under the Surety Bonds and Indemnity
      Agreements after the Assumption Effective Date are
      reserved.

      The Debtors have provided adequate assurance of future
      performance under the Surety Bonds and Indemnity
      Agreements pursuant to Section 365(b)(1)(C) of the
      Bankruptcy Code; and

  (d) The Zurich Claims will be disallowed and expunged in their
      entirety.

A schedule of the Surety Bonds and Indemnity Agreements being
assumed by the Debtors is available at no charge at:

http://bankrupt.com/misc/Mesa_ZurichStipSBonds&Clms020411.pdf

                      About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

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


MID WEST HOTEL: Gainesville Holiday Inn Owner Files for Chapter 11
------------------------------------------------------------------
Mid West Hotel Lodging, LLC, owner and operator of the Holiday Inn
Express, in Gainesville, Texas, filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 11-40629) on Feb. 28, 2011.

The Debtor filed together with the bankruptcy petition an
emergency request for access to use cash collateral.  According to
the court filing, the Debtor has an immediate need to use the cash
collateral of Sterling Bank, the Debtor's primary secured creditor
claiming liens on, among other things, the Debtor's real property,
fixtures, equipment, inventory, and accounts receivables.

The Debtor says it can adequately protect the interests of the
Bank by providing the Bank with a postpetition lien and a priority
claim in the Chapter 11 bankruptcy case.

The cash collateral will be used to continue the Debtor's ongoing
operations, which includes owning and operating hotel doing
business as Holiday Inn Express Gainesville located at 320 North
Interstate 35, Gainesville, Texas.

The Debtor intends to reorganize its affairs and needs to continue
to operate in order to pay its ongoing expenses, generate
additional income and to propose a plan of reorganization in this
case.

"This is an emergency matter since the Debtor has no outside
sources of funding available to it and must rely on the use of
cash collateral to continue its operations," says Arthur I.
Ungerman, Esq. in Dallas, Texas, counsel to the Debtor.


MID WEST HOTEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mid West Hotel Lodging, LLC
          dba Holiday Inn Express Gainesville
        320 North Interstate 35
        Gainesville, TX 76240

Bankruptcy Case No.: 11-40629

Chapter 11 Petition Date: February 28, 2011

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

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Gurpreet S. Dhaliwal, managing member.


MK NETWORK: Files for Chapter 11 Due to Fifth Street Dispute
------------------------------------------------------------
MK Network, LLC, and Meridian Behavioral Health Network LLC, along
with a number of related entities, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10859).

MK Network, LLC and its related affiliates provide medical
communication services and assist pharmaceutical and biotechnology
brand teams with educating healthcare professionals on the
features, benefits and appropriate prescribing of drugs.
Meridian Behavioral Health Network LLC and its subsidiaries own
largest for-profit behavioral healthcare company in Minnesota.

The MK Network Debtors' liabilities include a secured credit
facility in the approximate aggregate amount of $15,972,643
evidenced by a Credit Agreement among the Meridian Debtors and
Fifth Street Finance Corporation dated as of Dec. 1, 2008.
Substantially all of the MK Network Debtors' assets are pledged as
collateral for their obligations thereunder.

The Meridian Debtors' liabilities include a secured credit
facility in the approximate aggregate amount of $4,844,535
evidenced by a Credit Agreement among the Meridian Debtors and
Fifth Street Mezzanine Partners II, L.P. dated as of Jan. 1, 2007.
Substantially all of the Meridian Debtors' assets are pledged as
collateral for their obligations.

As of the Petition Date, the Debtors collectively have
approximately $750,000 in outstanding obligations to trade
creditors and other vendors.

The membership interests of MK Networks LLC are owned by MK
Investors, LLC, a special purpose vehicle of Triton Pacific
Capital Partners, and Fifth Street Capital, The Customer Link,
Inc., CHCE and Insight Interactive.

The membership interests of Meridian Behavioral Health, LLC is
owned by Meridian Investors, LLC, a Triton Pacific Capital
Partners special purpose vehicle, and Fifth Street Capital,
Michael Bundy, Paul Cowdery, David Gnass, and E. Larry Atkins.

                        Road to Chapter 11

The Debtor's manager Joseph Davis says in a court filing that the
Meridian Debtors are operationally and financially sound.  The
Debtors have strong accounts receivable and ample liquidity.  The
Meridian Debtors' facilities are currently operating at greater
than 90% census.  While the Meridian Debtors are current in all of
their payment obligations to Fifth Street, Fifth Street has
noticed several alleged covenant defaults and has threatened to
take precipitous action, including sweeping the Meridian Debtors'
bank accounts, which would destroy their operations, and
foreclosing on its collateral.

Mr. Davis adds that the MK Network Debtors are also operationally
sound, but are in need of financial restructuring due to a general
decline in their business over the past several quarters.  These
Debtors' financial difficulties caused them to miss monthly
interest payments due to Fifth Street in each month since
September 2010, as well as the quarterly principal payments due to
Fifth Street in October 2010 and January 2011.  The MK Network
Debtors have been aggressively seeking to rehabilitate their
operations and restructure their debts outside of bankruptcy.

In each case, the MK Network Debtors and the Meridian Debtors have
been engaged in active negotiations with Fifth Street over the
terms of a financial restructuring.  While the negotiations were
continuing, on Feb. 25, 2011, Fifth Street abruptly provided the
Debtors with a notice of default and issued instructions to the
Debtors' banks to not honor any checks or process any transfers
from the Debtors' accounts.  This action has effectively shut down
the Debtors' operations, including, without limitation, the
Debtors' ability to satisfy employee obligations.  Since the
notices of default were served, the Debtors continued to seek a
resolution with Fifth Street, but no resolution was possible.

Accordingly, the Debtors took the unfortunate but necessary step
of filing their voluntary petitions to protect their business and
preserve the value of their assets.

Through the chapter 11 cases, the Debtors intend to rehabilitate
their businesses, deleverage their balance sheets and increase
liquidity to satisfy the claims of Fifth Street, vendors and other
creditors under a plan of reorganization that promotes the
Debtors' business plan and complies with the applicable provisions
of the Bankruptcy Code.

                         First Day Motions

In order to enable the Debtors to effectively transition to
chapter 11 and to minimize the effects of the chapter 11 filings,
the Debtors have requested various types of relief in the First
Day Motions filed, or which will be filed, with the Court.  The
relief sought in the First Day Motions is limited to that which is
essential to allow the Debtors to transition to chapter 11.

The First Day Motions include a request to use Fifth Third's cash
collateral.  The Debtors owed Fifth Street $20,817,178.  Without
the immediate use of Fifth Street's cash collateral, the Debtors
will be unable to pay salaries, rent, utilities and other
operating expenses incurred in the ordinary course of business and
may be forced to cease operations and terminate over 260
employees.

                        About the Debtors

MK Network, LLC is a medical communications and continuing medical
education company.  MK Network's medical communication services
assist pharmaceutical and biotechnology brand teams with educating
healthcare professionals on the features, benefits and appropriate
prescribing of drugs. MK Network offers continuing medical
education opportunities to physicians and nurses.  It collectively
employs 47 persons and has a monthly payroll of $270,000.

Meridian Behavioral Health Network LLC is the largest for-profit
behavioral healthcare company in Minnesota.  It offers a
comprehensive array of outpatient, jail based, residential mental
health and substance abuse services to men, women and pregnant
women.  Meridian operates drug, alcohol and mental rehabilitation
facilities and programs throughout Minnesota.  It collectively
employs approximately 220 persons and have a monthly payroll of
approximately $700,000.

The MK Network Debtors are MK Network, LLC and its subsidiaries:
MedKnowledge Group, LLC; TCL Institute LLC; Insight Interactive
Network LLC; MedKnowledge Communications LLC; InteliMed
Communications LLC; MK Global Communications LLC; PharMediCom LLC;
MES Communications LLC; Center for Health Care Education LLC;
Medfinance LLC; Chester Education Group LLC; and, The Center for
Medical Knowledge LLC

The Meridian Debtors are Meridian Behavioral Health LLC and its
subsidiaries: Avalon Programs LLC; Alliance Clinic LLC; Cedar
Ridge Treatment Center LLC; Meadow Creek LLC; Odyssey Programs
LLC; Tapestry Treatment Center LLC; and, Twin Town Treatment
Center LLC.

Meridian and its subsidiaries had total assets of $13,932,174 and
total liabilities of $12,379,110 as of Dec. 31, 2010.

MK Network had consolidated assets of $27,334,969 and $29,447,953
as of Dec. 31, 2010.


MK NETWORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: MK Network, LLC
             2080 Silas Deane Highway
             Rocky Hill, CT 06067

Bankruptcy Case No.: 11-10859

Affiliates of MK Network that filed separate Chapter 11 petitions
on Feb. 28, 2011:

  Debtor                                      Case No.
  ------                                      --------
MedKnowledge Group, LLC                       11-10875
The Center for Medical Knowledge LLC          11-10876
Center for Health Care Education LLC          11-10877
MedKnowledge Communications LLC               11-10878
Insight Interactive Network LLC               11-10880
Intelimed Communications LLC                  11-10882
MK Global Communications LLC                  11-10883
PharMediCom LLC                               11-10884
MES Communications, LLC                       11-10885
MedFinance LLC                                11-10886
TCL Institute LLC                             11-10887
Chester Education Group LLC                   11-10888

Meridian Behavioral Health entities that filed separate Chapter 11
petitions on Feb. 28, 2011:

  Debtor                                      Case No.
  ------                                      --------
Meridian Behavioral Health, LLC               11-10860
Alliance Clinic, LLC                          11-10865
Avalon Programs, LLC                          11-10879
Cedar Ridge Treatment Center, LLC             11-10870
Meadow Creek, LLC                             11-10871
Odyssey Programs, LLC                         11-10872
Tapestry Treatment Center, LLC                11-10873
Twin Town Treatment Center, LLC               11-10867

Chapter 11 Petition Date: February 28, 2011

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

Debtors' Counsel: Samuel Jason Teele, Esq.
                  LOWENSTEIN SANDLER, P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400
                  E-mail: jteele@lowenstein.com

Meridian and its subsidiaries had total assets of $13,932,174 and
total liabilities of $12,379,110 as of Dec. 31, 2010.

MK Network had consolidated assets of $27,334,969 and $29,447,953
as of Dec. 31, 2010.

The petition was signed by Joseph Davis, executive chariman.

MK Network's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Customer Link, Inc.            Promissory Note      $3,539,178
c/o TCL Institute
104 Towerview Court
Cary, NC 27513

Triton Pacific Capital Partners,   Earned Fees          $1,916,423
LLC
10877 Wilshire Boulevard, 12th Floor
Los Angeles, CA 90024

1706 University, LLC               Promissory Note        $891,733
2990 Somerset Lane
Orono, MN 55356

American Express                   Trade Debt             $178,576

Genentech Inc.                     Trade Debt              $85,000

Blue Cross Blue Shield of MN       Insurance Premiums      $83,906

FGMK LLC                           Trade Debt              $54,215

2080 Realty, LLC                   Rental Contract         $48,250

Bristol-Myers Squibb Company       Trade Debt              $42,086

Raveling, Lyle                     Trade Debt              $34,500

Gemini                             Real Estate Leases      $31,871

Medica                             Refunds                 $30,920

Barton Creek Capital               Real Estate Leases      $29,029

Health Partners                    Refunds                 $26,869

Littler Mendelsohn, PC             Trade Debt              $24,617

New Horizon Food Inc.              Trade Debt              $24,267

Atomic                             Trade Debt              $20,614

Advanced Practice Solutions        Trade Debt              $19,583

Mintz, Levin, Cohn, Ferris,        Trade Debt              $19,270
Glovsky

Advanced Psychiatric Care PC       Trade Debt              $17,995


MORNINGSIDE HEIGHTS: Restaurant to Remain Open While in Ch. 11
--------------------------------------------------------------
New York-based Morningside Heights Restaurant Corp. filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-10731) on Feb.
22, 2011, in Manhattan.  The Debtor estimated assets of up to
$50,000 and debts of $100,000 to $500,000.

The Debtor is represented by:

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

Judge Stuart M. Bernstein presides over the Chapter 11 case.

Marine Cole at Crain's New York Business reports that Morningside
Heights was forced to file for bankruptcy due to significant
federal and state tax arrears.  According to the bankruptcy
filing, it owes $50,000 to the IRS and $100,000 to the New York
State Department of Tax and Finance.

The restaurant operates Terrace in the Sky, the French
Mediterranean restaurant located atop Butler Hall at 400 W. 119th
Street, in New York.

Ms. Cole says the restaurant will remain open for business during
the reorganization.



MOULDI SAYEH: Court Grants Ch. 11 Trustee's Bid for Damages
-----------------------------------------------------------
The Chapter 11 Trustee, Anne White, seeks actual and punitive
damages and other relief against Mouldi Sayeh for violating the
automatic stay by removing estate assets from the premises with
which they were imminently to be sold.  In his Feb. 23, 2011
Memorandum of Decision, Bankruptcy Judge Frank J. Bailey granted
compensatory damages of $51,683.30 but denied punitive damages and
other relief.  A copy of the Court's order is available at
http://is.gd/ZdTyCZfrom Leagle.com.

Mouldi Sayeh filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case
No. 08-19596) on Dec. 16, 2008.  At the time, his assets included
the real property located at 254 Newbury Street in Boston, which
he operated as a small, high-end hotel.  The hotel occupied the
building's main and upper floors.  In addition, Mr. Sayeh rented
out the basement level of the building to a third party to operate
a restaurant there that would complement the hotel operation
upstairs.  On July 28, 2009, the Court ordered the appointment of
a chapter 11 trustee in the case.


MPG OFFICE: David Tepper Discloses 8.68% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, David A. Tepper and his affiliates disclosed
that they beneficially own 4,176,280 shares of common stock of MPG
Office Trust, Inc. representing 8.68% of the shares outstanding.
As of Nov. 5, 2010, there were 48,122,290 shares of common stock
outstanding.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NAVISTAR INTERNATIONAL: FMR LLC Discloses 14.655% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 10,530,326 shares of common stock of
common stock of Navistar International Corporation representing
14.655% of the shares outstanding.  As of Nov. 30, 2010, the
number of shares outstanding of the Company's common stock was
71,853,614, net of treasury shares.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.



NAVISTAR INTERNATIONAL: Jeffrey Altman Holds 8.09% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jeffrey A. Altman and his affiliates
disclosed that they beneficially own 5,809,535 shares of common
stock of Navistar International Corporation representing 8.09% of
the shares outstanding.  As of Nov. 30, 2010, the number of shares
outstanding of the Company's common stock was 71,853,614, net of
treasury shares.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INTERNATIONAL: Wellington Holds 6.67% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wellington Management Company, LLP disclosed that it
beneficially owns 4,809,225 shares of common stock of Navistar
International Corporation representing 6.67% of the shares
outstanding.  As of Nov. 30, 2010, the number of shares
outstanding of the Company's common stock was 71,853,614, net of
treasury shares.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INTERNATIONAL: Evercore Equity Stake Down to 0%
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Evercore Trust Company, N.A. disclosed that
it no longer owns any shares of common stock of Navistar
International Corporation.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INTERNATIONAL: Retiree Trusts No Longer Own Shares
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Navistar, Inc. Non-Contributory Retirement
Plan Trust, Navistar, Inc. Retirement Plan for Salaried Employees
Trust, Navistar Inc. Retiree Health Benefit Trust, Navistar, Inc.,
Navistar International Corporation disclosed that they do not own
any shares of common stock of Navistar International Corporation.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW ORIENTAL: Amends 8-K, Files Copy of Conversion Agreement
------------------------------------------------------------
New Oriental Energy & Chemical Corp. filed Amendment No. 1 to the
Current Report on Form 8-K, which was filed with the Securities
and Exchange Commission on Oct. 18, 2010, to include a copy of the
referenced Indebtedness Conversion Agreement.

On Oct. 18, 2010, the Company entered into an Indebtedness
Conversion Agreement with Xingyang Hongchang Channel Gas
Engineering Co., Ltd. for the conversion of $3,010,200 of debt
into 3,010,200 shares of common stock of the Company.  The
converted debt consisted of loans used to fund the construction of
the Company's methanol production facility.  A full-text copy of
the Indebtedness Conversion Agreement is available for free at:

                http://ResearchArchives.com/t/s?7420

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.

The Company's balance sheet at Sept. 30, 2010, showed
$76.09 million in total assets, $74.32 million in total
liabilities, and stockholders' equity of $1.76 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
incurred a net loss of $12.8 million and has negative cash flows
from operations of $7.5 million for the year ended March 31, 2010,
and has a working capital deficit of $44.1 million at March 31,
2010.


NEW ORIENTAL: Posts $2.5 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------
New Oriental Energy & Chemical Corp. filed its quarterly report on
Form 10-Q, reporting a net loss of $2.5 million on $943,757 of
revenue for the three months ended Dec. 31, 2010, compared with a
net loss of $1.6 million on|$8.8 million of revenue for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $54.3 million
in total assets, $51.4 million in total liabilities, and
stockholders' equity of $2.9 million.

As reported in the Troubled Company Reporter on July 2, 2010,
Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about New Oriental Energy and Chemical's ability
to continue as a going concern, following the Company's results
for the fiscal year ended March 31, 2010.  The independent
auditors noted that the Company incurred a net loss of $12,800,854
and has negative cash flows from operations of $7,511,738 for the
year ended March 31, 2010, and has a working capital deficit of
$44,151,502 at March 31, 2010.

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

               http://researcharchives.com/t/s?7428

                         About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC)
-- http://www.neworientalenergy.com/-- was incorporated in the
State of Delaware on November 15, 2004.  The Company is an
emerging coal-based alternative fuels and specialty chemical
manufacturer based in Henan Province, in the Peoples'
Republic of China.  The Company's core products are urea and other
coal-based chemicals primarily utilized as fertilizers.  All of
the Company's sales are made through a network of distribution
partners in the Peoples' Republic of China.


NEW ENTERPRISE: S&P Puts 'B+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B+' corporate credit rating, on New
Enterprise Stone & Lime Inc. on CreditWatch with negative
implications.  The CreditWatch with negative implications listing
means the rating could be affirmed or lowered following the
completion of S&P's review.

"The CreditWatch listing reflects S&P's view that increased energy
costs and poor weather conditions likely had an adverse impact on
fiscal fourth quarter operating results ended February 2011, which
is likely to result in near-term credit metrics at levels S&P
would consider to be weak," said Standard & Poor's credit analyst
Thomas Nadramia.  In addition, S&P expects the weaker-than-
expected operating results will likely result in cushion relative
to financial maintenance covenants governing the company's bank
credit facility to be reduced.

While the fiscal fourth quarter is seasonally the weakest quarter
for the company given the reduction in construction activity
during the winter months, in its assessment S&P believes results
in current quarter may have been affected more than usual given
difficult weather conditions and rising energy prices.  In
addition, S&P believes infrastructure and highway spending will be
relatively flat and private non-residential construction
commercial construction to decline by about 6% in 2011 before
stabilizing toward the end of the year.  As a result, S&P believes
NESL's operating earnings and EBITDA, which is largely tied to the
Pennsylvania and New York markets, may be weaker than S&P's
previous expectations during 2011, and is likely to result in
reduced cushion under its bank covenants and in credit measures
that may no longer be in-line with what S&P would expect for
current rating.  Standard & Poor's notes that NESL maintains what
S&P considers to be adequate liquidity at this time, based on cash
balances and availability (as of Nov. 30, 2011) under its
$135 million asset-based revolving credit facility due Jan. 11,
2013.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with NESL's management to review its near-term operating and
financial strategies given the still challenging market
environment.


NEXTMART INC: Posts $103,300 Net Loss in Dec. 31 Quarter
--------------------------------------------------------
NextMart, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $103,356 on $0 revenue for the three months ended
Dec. 31, 2010, compared with a net loss of $82,360 on $0 revenue
for the same period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $1.38 million
in total assets, $3.04 million in total liabilities, and a
stockholders' deficit of $1.66 million.

As reported in the Troubled Company Reporter on Jan. 19, 2011.
Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about NextMart, Inc.'s ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has incurred significant losses from operations for the two years
ended Sept. 30, 2010, and has a working capital deficiency.

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

               http://researcharchives.com/t/s?7424

Beijing, PRC-based NextMart, Inc., was originally incorporated
under the laws of Minnesota in 1972 and was previously known as SE
Global Equity.  In May 2007, the Company reincorporated into the
State of Delaware and changed its name to NextMart, Inc.  The
Company plans to leverage the art event and art media advertising
and marketing channels acquired from Beijing Chinese Art
Exposition's Media Co., Ltd. ("CIGE"), a leading Chinese art
services, events and media company, to offer unique art related
marketing and advertising services targeting China's wealthy
consumers.


NORTH AMERICAN PETROLEUM: Well Operators Had No Valid Contract
--------------------------------------------------------------
WestLaw reports that no meeting of the minds occurred prepetition
between Chapter 11 debtors, which drilled and equipped oil and gas
wells, and the companies that thereafter assumed the wells'
operations with respect to the terms and conditions of their
integrated contract consisting of a joint operating agreement,
farmout agreement, and capital recovery agreement.  Therefore, the
parties did not have a contractual relationship, regardless of
whether Delaware, Colorado, or Oklahoma law governed.
Consequently, in an adversary proceeding brought by the debtors,
and in connection with the well operators' request for an
administrative expense claim, the bankruptcy court had to fashion
an equitable remedy since, despite the absence of a formal
contract, the parties had engaged in joint development and
production efforts and continued to operate that business.
Accordingly, the court determined that the debtors owned all of
the drilling infrastructure, the operators owned all of the
saltwater disposal (SWD) infrastructure, the debtors were
responsible for both parties' pro rata share of the drilling
costs, the operators were responsible for the costs associated
with saltwater disposal and the SWD infrastructure, the parties
were each responsible for their pro rata share of the well
operating expenses, and the debtors did not have to pay, and could
recover as estate property any past payments of, capital recovery
charges associated with improvements to and new SWD
infrastructure.  In re North American Petroleum Corp. USA, ---
B.R. ----, 2011 WL 590434 (Bankr. D. Del.) (Sontchi, J.).

A copy of the Honorable Christopher S. Sontchi's Findings of Fact
and Conclusions of Law dated Feb. 18, 2011, entered in Compass
Bank, et al. v. North American Petroleum Corporation USA, et al.,
Adv. Pro. No. 10-51624 (Bankr. D. Del.), and North American
Petroleum Corporation USA v. Equal-Energy U.S. Inc., et al., Adv.
Pro. No. 10-51675 (Bankr. D. Del.), is available at
http://is.gd/VR8PKYat no charge.

                 About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection on May 25, 2010 (Bankr. D.
Del. Case No. 10-11707).  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On August 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On September 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Kinetic
Advisors LLC is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice, claims and balloting
agent.


OCWEN FINANCIAL: Fitch Affirms Issuer Default Rating at 'B+'
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating and
short-term IDR of Ocwen Financial Corp. at 'B+' and 'B',
respectively.  The Rating Outlook is Stable.  A full list of
ratings follows this release.

This action follows the company's recent announcement that it is
pursuing a corporate reorganization with the planned sale of
assets to a newly formed company called Home Loan Servicing
Solutions, Ltd.  Under the terms of the proposed transaction, HLSS
would acquire a portion of Ocwen's mortgage servicing rights and
assume its related match funded liabilities.  HLSS will then
engage Ocwen to subservice the MSRs under a contractual agreement.
The transaction, which is scheduled to be completed within the
next several months, is contingent upon HLSS raising sufficient
funds in an initial public offering.

Proceeds from the sale of Ocwen's MSRs are expected primarily to
be used to pay down outstanding debt, which is expected to
significantly reduce the company's leverage and yield greater
earnings consistency over time, given the absence of MSR valuation
adjustments and a decline in interest costs.  However, a
significant portion of the company's revenues going forward are
likely to come from subservicing revenue received from HLSS.
Additionally, in Fitch's view, any positive impact from Ocwen's
de-leveraging could be constrained due to the shifting of balance
sheet leverage from Ocwen to a close affiliate, HLSS, on which a
significant portion of its future revenue will be dependent.

The Stable Rating Outlook continues to be supported by Ocwen's
ability to generate a reliable earnings stream and stable
operating cash flows consistent with the rating level.  As a low
cost servicer for subprime and high risk assets, Fitch believes
that while Ocwen's expertise will remain in demand for the near
future, the company's performance may come under pressure in the
longer term as the subprime share of the mortgage market shrinks
in line with a broader economic recovery.

Still, negative rating action could develop should Ocwen's
revenues be hurt by aggressive management of HLSS's balance sheet
or should heightened scrutiny of the mortgage market by regulators
lead to unexpected costs being imposed on mortgage servicers.
Conversely, positive rating momentum could only emerge over time
once Fitch has gained comfort that Ocwen, post the restructuring,
is able to consistently generate a predictable operating cash flow
stream over the foreseeable future.

Ocwen Financial Corporation, through its subsidiaries, is a
provider of residential and commercial mortgage loan servicing,
special servicing and asset management services.  Ocwen is
headquartered in Atlanta, Georgia, with offices in the West Palm
Beach, Florida, the District of Columbia, and global operations in
India and Uruguay.  Ocwen is a Florida corporation organized in
February 1988.  As of Dec. 31, 2010, the company had $2.9 billion
in assets.

Fitch affirms these ratings with a Stable Outlook:

Ocwen Financial Corp.

  -- Long term IDR at 'B+';
  -- Short-term IDR at 'B';
  -- Senior Secured at 'BB-/RR3'.


ONTARIO KUSHWOOD: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ontario Kushwood LLC
        2560 E. Philadelphia Street
        Ontario, CA 91761

Bankruptcy Case No.: 11-16454

Chapter 11 Petition Date: February 28, 2011

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Jerry LaCues, Esq.
                  THE LA CUES LAW GROUP
                  3110 Chino Avenue, Suite 230
                  Chino Hills, CA 91709
                  Tel: (909) 627-3535
                  E-mail: jerry@lacueslaw.com

Scheduled Assets: $5,000,000

Scheduled Debts: $3,217,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16454.pdf

The petition was signed by Daniel Kushinikov, managing member.


ORIENT EXPRESSIONS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Orient Expressions Company
        4376 Rutledge Drive
        Palm Harbor, FL 34685

Bankruptcy Case No.: 11-03668

Chapter 11 Petition Date: February 28, 2011

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

Judge: K. Rodney May

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

Scheduled Assets: $1,873,304

Scheduled Debts: $2,908,978

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-03668.pdf

The petition was signed by John A. Juranek, president.


PACIFIC COAST: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pacific Coast Investment Management, Inc.
        dba Coastal Circle K/76
        fdba A & I Business Solutions
        2646 E. Alessandro # A
        Riverside, CA 92508

Bankruptcy Case No.: 11-16241

Chapter 11 Petition Date: February 26, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Catherine E. Bauer

Debtor's Counsel: Lazaro E Fernandez, Esq.
                  LAW OFFICE OF LAZARO E. FERNANDEZ, INC.
                  3600 Lime St., Suite 614
                  Riverside, CA 92501
                  Tel: (951) 684-4474
                  Fax: (951) 684-4625
                  E-mail: lef17@pacbell.net

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-16241.pdf

The petition was signed by Anthony Seals, president/CEO.


PACIFIC SAFETY: Forbearance Period Extended Until March 31
----------------------------------------------------------
Pacific Safety Products Inc. disclosed that it is in discussions
with its principal Canadian Bank regarding normalization of its
credit facility, and the Bank has agreed to extend a forbearance
period until March 31, 2011, to complete the process.

PSP signed the Forbearance Agreement with the Bank on August 17,
2010.  The Bank initially agreed pursuant to the Forbearance
Agreement not to take steps to realize under the facility prior to
Feb. 28, 2011, unless a terminating event as defined in the
Forbearance Agreement occurs.  During the initial Forbearance
Period, the Company has been subject to, and in compliance with,
amended covenants.

PSP also reported financial results for the three month period
ended Dec. 31, 2010.  Sales for the second quarter of fiscal 2011
were C$5.1 million, an increase of 17.5% from the first quarter of
fiscal 2011 but 32% lower than the second quarter of the prior
year.  Operating expenses for the second quarter of $1.4 million
decreased C$200,000 or 15.2% from C$1.6 million in the first
quarter of fiscal 2011, and decreased C$400,000 or 22.8% from the
second quarter of the prior year.  Adjusted Earnings Before
Interest, Taxes, Depreciation and Amortization was breakeven for
the second quarter compared to a loss of C$400,000 for the first
quarter of fiscal 2011 and income of C$200,000 in the second
quarter of the prior year.

On Dec. 31, 2010 pursuant to a court approved plan of arrangement,
PSP acquired all of the outstanding shares of Zuni Holdings Inc.
in exchange for PSP common shares at a one for one exchange ratio.
Zuni was amalgamated with a subsidiary of PSP and continued as
Zuni Holdings Inc.  The transaction was accounted for as the
acquisition of the assets and liabilities of Zuni in exchange for
PSP common shares valued at the date of completion of the
acquisition.

                             About PSP

Pacific Safety Products Inc. (TSX VENTURE: PSP) is in the
production, distribution and sale of safety products for the
defence and security market.  These products include body armour
to protect against ballistic, stab and fragmentation threats,
ballistic blankets to reduce blast effects, and protective
products against chemical and biological hazards.  PSP is the
largest body armour manufacturer in Canada, directly supplying the
Canadian Department of Defence, Federal Government Agencies and
major Canadian law enforcement organizations.  The Company also
provides specialized law enforcement and safety products through
APS Distributors, a division of PSP that services law enforcement
and public safety agencies across the country.  The Company,
through its U.S. subsidiary Sentry Armor Systems Inc., provides
body armour products to U.S. based law enforcement and private
security firms.  The Company also produces tactical clothing.
Pacific Safety Products is a reporting issuer in British Columbia,
Alberta and Ontario, Canada and publicly trades under the symbol
PSP on the TSX Venture Exchange.


PAMELA CARVEL: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Pamela Carvel filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 11-14548) on Feb. 23, 2011.

Paul Brinkmann at the South Florida Business Journal reports that
Pamela Carvel is the niece of deceased ice cream tycoon Tom
Carvel.  Ms. Carvel declared assets of $32 million and debt of
$614,000.  All her assets are listed as litigation claims.

Chapter 11 filings by individuals are included in the "* Recent
Small-Dollar & Individual Chapter 11 Filings" section of the
Thursday editions of the Troubled Company Reporter.


PENN TREATY: Robert Alper Discloses 5.1% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Robert H. Alper and his affiliates disclosed
that they beneficially own 1,178,291 shares of common stock of
Penn Treaty American Corporation representing 5.1% of the shares
outstanding.  As of March 28, 2008, 23,290,712 shares of the
Company's Common Stock were issued and outstanding.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PERONE PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Perone Properties, LLC
          fdba Comfort Inn
          dba Rodeway Inn
        11810 U.S. Highway 19
        Port Richey, FL 34668

Bankruptcy Case No.: 11-03593

Chapter 11 Petition Date: February 28, 2011

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

Judge: Michael G. Williamson

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

Scheduled Assets: $1,673,540

Scheduled Debts: $3,394,298

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-03593.pdf

The petition was signed by Isidoro Perone, managing member.


PERRY ELLIS: Moody's Assigns 'B2' Proposed Senior Bonds
-------------------------------------------------------
Moody's Investors Service assigned a (P)B2 to the proposed senior
subordinated bonds of Perry Ellis International, Inc., and placed
its B2 corporate family and probability of default ratings on
review for possible upgrade.  The actions follow Perry's announced
plan to issue common equity in addition to the bonds.
Expectations for an improved credit profile pro forma for the
transactions prompted the review for upgrade.  Furthermore,
Moody's projects continued strong performance will result in
further strengthening of credit metrics over time.

                        Ratings Rationale

The anticipated repayment of revolver borrowings with equity
proceeds would reduce leverage and enhance external liquidity by
increasing revolver availability, noting that Perry utilized a
significant amount of its revolver capacity to fund the
acquisition of Rafaella Apparel Group, Inc. Furthermore, the bond
issuance would extend the maturity profile to March 2019 for the
proposed bonds compared to September 2013 for the existing bonds.

Moody's also affirmed the B3 rating on Perry's existing senior
subordinated bonds and would likely withdraw this rating assuming
the transactions occur as proposed and the company repays
substantially all of the existing senior subordinated bonds.  A
summary of the actions follows.  LGD assessments are subject to
change.

Perry Ellis International, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B2

  -- Senior Subordinated Bonds due 2019, Assigned (P)B2, LGD5, 75%

  -- Senior Subordinated Bonds due September 2013, Affirmed B3,
     LGD5, 77%

  -- Multiple Seniority Shelf, Assigned (P)B2

  -- Outlook, Changed To Rating Under Review From Positive

The review for upgrade indicates the potential for an upgrade,
likely not more than one notch, if Perry raises at least $50
million of net proceeds from the equity offering and applies these
proceeds to debt reduction.

Should Perry achieve a B1 corporate family rating, Moody's would
anticipate a stable outlook.  That stable outlook would assume
Perry will refinance its revolver (due February 2012) over the
near term and will successfully integrate the Rafaella business.
Moody's expect sales could grow faster than EBITDA given the
potential for cost increases to pressure margins beginning in late
calendar 2011, but the stable outlook would incorporate
expectations for some EBITDA growth.

If Perry does not consummate the proposed transactions, Moody's
would likely confirm the B2 corporate family rating and revert to
a positive outlook.

Perry Ellis International designs, distributes and licenses
apparel and accessories for men and women.  The company, through
its wholly owned subsidiaries, owns or licenses a portfolio of
brands that includes Perry Ellis(R), Jantzen(TM), Laundry by
Shelli Segal(R), C&C California(R), Original Penguin(R) by
Munsingwear(R), Callaway(R), Cubavera(R), Savane(R), Farah(R),
Gotcha(TM), and Nike(R) Swim.  Pro forma for the acquisition of
Rafaella, Perry's annual revenue is approximately $900 million.


PROVISION HOLDING: Posts $802,300 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Provision Holding, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $802,289 on $186,788 of revenues for the
three months ended Dec. 31, 2010, compared with a net loss of
$1.0 million on $80,995 of revenue for the same period of the
prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.5 million.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about Provision Holding, Inc.'s ability to
continue as a going concern, following the Company's fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has incurred significant losses in 2010 and 2009 and has
negative working capital of $4.3 million.

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

               http://researcharchives.com/t/s?742b

                     About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays focused at grabbing
and holding consumer attention particularly and initially in the
advertising and product merchandising markets.


QWEST COMMUNICATIONS: FMR LLC Discloses 10.258% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 178,768,805 shares of common stock of
Qwest Communications International Incorporated representing
10.258% of the shares outstanding.  On Feb. 8, 2011, 1,765,304,139
shares of common stock were outstanding.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


REGAL ENTERTAINMENT: Anschutz Company Holds 47.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Anschutz Company and Philip F. Anschutz
disclosed that they beneficially own 73,708,639 shares of Class A
common stock of Regal Entertainment Group representing 47.8% of
the shares outstanding.  As of Feb. 22, 2011, there were
130,849,073 shares of the Company outstanding.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholders' deficit of $267.3 million.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REGAL ENTERTAINMENT: Holds 28.4% Equity Stake in CineMedia Inc.
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Regal Entertainment Group, Anschutz Company,
and Philip F. Anschutz disclosed that they beneficially own
21,452,792 shares of common stock of common stock of National
CineMedia, Inc. representing 28.4% of the shares outstanding.
As of Feb. 22, 2011, 54,962,822 shares of the Company's common
stock (including unvested restricted shares), par value of $0.01
per share, were outstanding.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholders' deficit of $267.3 million.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REGIONS FINANCIAL: Moody's Confirms 'Ba3' Long-Term Ratings
-----------------------------------------------------------
Moody's Investors Service confirmed the long-term ratings of
Regions Financial Corporation (senior Ba3) and its subsidiaries,
including its lead bank, Regions Bank (stand-alone bank financial
strength D+, long-term deposits Ba1).  This concludes Moody's
review that commenced on November 16, 2010.  The rating outlook on
Regions and its subsidiaries is negative.

                        Ratings Rationale

The confirmation of Regions' ratings results from the rating
agency's view that, although Regions' asset quality performance is
likely to remain challenged for the foreseeable future, a sharp
deterioration is unlikely in the expected economic environment.
Moody's had been concerned that the significant, and unexpected,
risk management executive departures in the fourth quarter
signaled deeper risk management problems at the company.  The firm
has since reported its fourth quarter results and filed its 10K,
and these contained no further adverse developments.  Loan loss
provisions declined, but nonperforming assets remain at elevated
levels and the migration of new NPAs continues.

Moody's expects Regions will remain challenged in its quest to
return to sustainable profitability.  In the rating agency's
opinion, it is likely that provisioning will continue at
historically heightened levels, stemming from its credit
concentrations in commercial real estate and home equity lending.
Moody's further recognizes that the bank's profitability will also
be challenged by revenue pressures from both regulatory headwinds
and the relatively low yields on its existing loan portfolio.
Looking forward, the firm's ability to generate revenue growth
will be hampered by its need to increase lending margins while
growing the loan portfolio in a period of heightened competitive
pressure and weak loan demand.

Moody's noted that the bank's capital levels are sufficient to
absorb credit costs under its expected economic scenario.
However, the negative outlook reflects the significant transition
risk Regions is exposed to if a more adverse economic climate
develops given the firm's concentrations in CRE (2.0 times
tangible common equity) and home equity (1.7 times TCE).  Regions'
CRE and home equity include exposure in its core Southeast
footprint where markets have been adversely affected by declines
in real estate value.

The rating agency added that Regions has good market presence in
its core states, which has provided a healthy core deposit base
that supports Regions healthy liquidity position.  The rating
agency also notes the current robustness of liquidity at the
parent.  These strengths help to support Regions' current ratings.

These actions had no impact on the FDIC-guaranteed debt issued by
Regions Bank, which remains at Aaa with a stable outlook.

Moody's last rating action on Regions was on November 16, 2010,
when the holding company's senior rating was lowered to Ba3 from
Ba1 and the bank's long-term deposits were lowered to Ba1 from
Baa3, and the ratings were left under review for possible
downgrade.

Regions Financial Corporation headquartered in Birmingham,
Alabama, reported total assets of $132 billion at Dec. 31, 2010.

Issuer: AmSouth Bancorporation,

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Subordinate Regular Bond/Debenture, Confirmed at B1

Issuer: AmSouth Bank,

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Subordinate Regular Bond/Debenture, Confirmed at Ba3

Issuer: Regions Asset Management Company, Inc. ,

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at B1

Issuer: Regions Bank

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Bank Financial Strength Rating, Confirmed at D+

  -- Issuer Rating, Confirmed at Ba2

  -- OSO Senior Unsecured OSO Rating, Confirmed at Ba2

  -- Multiple Seniority Bank Note Program, Confirmed at (P)Ba3,
     (P)Ba2

  -- Multiple Seniority Bank Note Program, Confirmed at (P)Ba3,
     (P)Ba2

  -- Subordinate Regular Bond/Debenture, Confirmed at Ba3

  -- Senior Unsecured Deposit Rating, Confirmed at Ba1

Issuer: Regions Financial Corporation

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Issuer Rating, Confirmed at Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B3, (P)Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B3, (P)Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B3, (P)Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B3, (P)Ba3
  -- Multiple Seniority Shelf, Confirmed at (P)B3, (P)Ba3
  -- Subordinate Regular Bond/Debenture, Confirmed at B1
  -- Subordinate Shelf, Confirmed at (P)B1
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3

Issuer: Regions Financing Trust II

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at B2
  -- Preferred Stock Shelf, Confirmed at (P)B2

Issuer: Regions Financing Trust III

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at B2

Issuer: Union Planters Bank, National Association
Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Subordinate Regular Bond/Debenture, Confirmed at Ba3

Issuer: Union Planters Corporation

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Subordinate Regular Bond/Debenture, Confirmed at B1

Issuer: Union Planters Preferred Funding Corp.

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

  -- Preferred Stock Preferred Stock, Confirmed at B2


RIVER ISLAND: Files for Chapter 11 in Fort Lauderdale
-----------------------------------------------------
Fort Lauderdale, Florida-based River Island Farms, Inc., filed a
bare-bones Chapter 11 petition (Bankr. S.D. Fla. Case No.
11-15410) in its home-town.  The Debtor estimated assets and debts
of $10 million to $50 million as of the bankruptcy filing.
Deloitte Tax LLP, owed $13,250 for services, sit atop the list of
20 largest unsecured creditors.


RIVER ISLAND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: River Island Farms, Inc.
        3531 Griffin Road
        Fort Lauderdale, FL 33312

Bankruptcy Case No.: 11-15410

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Martin L. Sandler, Esq.
                  SANDLER & SANDLER BY M. L. SANDLER, P.A.
                  P.O. Box 402727
                  Miami Beach, FL 33140
                  Tel: (305) 379-6655
                  Fax: (786) 472-7077
                  E-mail: martin@sandler-sandler.com

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

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

The petition was signed by Peter Klein, CFO.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deloitte Tax LLP                   Services                $13,250
P.O. Box 2079
Carol Stream, IL 60132-2079

Everdock, Inc.                     --                      $10,546
8528 SW Kansas Street
Stuart, FL 34997

Premium Finance Specialists        Insurance                $5,469
P.O. Box 100391
Pasadena, CA 91189-0391

Private Client Group               Insurance                $4,869

M J Stone & Assoc                  Services                 $3,414

Krause & Crane, Inc                Services                 $2,032

City of Lauderdale Municipal       Utilities                $1,681
Services

Kleen Cut Landscaping              Services                 $1,600

Suncoast Lawn Service              Services                 $1,200

FPL                                Utilities                $1,076

Harford Insurance Co               Insurance                  $702

Pinch A. Penny Pool Service        Services                   $500

Harbor Beach Property Owners, Inc. Assessment                 $325

Patrick Exterminating              Services                   $302

Pool Perfection                    Services                   $300

Seven Isles HOA                    HOA Dues                   $250

Sam Jolley's Plumbing              Services                   $205

Bad Dog Bugs, LLC                  Trade Debt                 $160

Security Networks                  Services                   $149

City of Stuart                     Utilities                  $110


ROBERT PRINTZ: Bankruptcy Judge Denies Cash Collateral Plan
-----------------------------------------------------------
Ryan Denham at Pantagraph.com in Bloomington, Illinois, reports
that U.S. Bankruptcy Judge Mary P. Gorman denied Robert and Julie
Printz' request to spend $1.7 million in cash collateral from CNH
Capital America LLC -- mostly 2010 crop proceeds and unsold crops
-- to jumpstart the couple's 2011 operation.

Despite their plan to scale down operations to 4,750 acres and the
expectation of high commodity prices, the judge said slim
financial margins of error could leave CNH without adequate
protection, according to the report.

"The fact is that some farming expenses simply cannot be precisely
predicted," Pantagraph.com quotes Judge Gorman as saying.

CNH objected to the cash-collateral plan, questioning the
Printzes' revenue and expense projections.  The lender, which is
owed almost $9 million from the Printzes, said the couple had a
history of "underperforming and mismanagement."

Robert Printz filed for Chapter 11 bankruptcy protection on
Dec. 31, 2010 (Bankr. C.D. Ill. Case No. 10-73865)



ROOTER MASTER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rooter Master, Inc.
        12004 Vose Street
        North Hollywood, CA 91605

Bankruptcy Case No.: 11-12425

Chapter 11 Petition Date: February 27, 2011

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

Judge: Maureen Tighe

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  TAKVORYAN LAW GROUP, a Professional Corp.
                  450 N Brand Bl Suite 600
                  Glendale, CA 91203
                  Tel: (818) 291-6272
                  Fax: (818) 484-2126
                  E-mail: ovsanna@takvoryanlawgroup.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/cacb11-12425.pdf

The petition was signed by Abraham Akhoian, president.


RUGGED BEAR: Committee Seeks to Retain Jager Smith as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Rugged Bear
Company, f/d/b/a RB Acquisition Corp., seeks an order from the
U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division, for authority to retain Jager Smith P.C. as its counsel,
effective as of Feb. 7, 2011.

Jager Smith's services as the Creditors' Committee's counsel
includes:

     * Legal advice with respect to (i) the Creditors'
       Committee's responsibilities, powers, and duties; (ii) any
       proposed plan of reorganization or liquidation; (iii) the
       prosecution of claims against third parties, and (iv) any
       other matters relevant to the bankruptcy case;

     * Assistance in the Creditors' Committee's investigation of
       the acts, conduct, assets, liabilities and financial
       condition of the Debtor;

     * Review of, and representation of the Creditors' Committee
       with respect to, motions pending before the Court or filed
       with the Court after February 14, 2011;

     * Preparation on behalf of the Creditors' Committee of
       necessary applications, motions, complaints, answers,
       responses, orders, reports, and other legal papers; and

     * Performance of all other legal services for the Creditors'
       Committee that may be necessary and proper in this
       bankruptcy case or under Section 1103 of the Bankruptcy
       Code.

Jager Smith will undertake the representation at billing rates
that will be the lesser of their standard hourly rates of a
blended hourly rate of $410.  The hourly rates are subject to
periodic adjustment to reflect economic and other conditions, and
to reflect the professionals' increased experience and expertise.
The professionals presently designated to represent the Creditors'
Committee and their current hourly rates are:

          Bruce F. Smith, Partner                $550
          Steven C. Reingold, Partner            $425
          Michael J. Fencer, Partner             $400
          Brendan C. Recupero, Associate         $375
          Certain attorneys                  $275 - $500
          Certain paraprofessionals          $125 - $175

Based on the affidavit of Steven C. Reingold, Jager Smith and its
partners and associates do not hold or represent any interest
adverse to the interests represented by the Creditors' Committee.
Jager Smith, and each of its members and associates, is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


RUGGED BEAR: Court Approves Retention of Consensus Advisory
-----------------------------------------------------------
The Honorable Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, granted the request
of The Rugged Bear Company, f/d/b/a RB Acquisition Corp., to
employ Consensus Advisory Services LLC, nunc pro tunc to the
Petition Date.

The Debtor is authorized to retain Michael A. O'Hara as its Chief
Restructuring Officer and Consensus Advisory subject to certain
terms, including:

     * Mr. O'Hara and Consensus Advisory will not be employed by
       the Debtor to act in any other capacity in connection with
       the bankruptcy case.  Consensus Advisory will assist Mr.
       O'Hara, in his capacity as Chief Restructuring Officer, to
       perform financial advisory and investment banking tasks
       subject to an $85,000 monthly cap for their fees and
       expenses.

       Any fees and expenses that exceed the monthly cap in any
       given month may be applied to Mr. O'Hara and Consensus
       Advisory's fees and expenses for any subsequent month if
       that month does not exceed the monthly cap.

     * In the event the Debtor seeks to have Mr. O'Hara or any
       other Consensus Advisory personnel assume executive
       officer positions that are different than the positions
       disclosed in the Motion, or to materially change the terms
       of the engagement by either (i) modifying the functions of
       personnel, (ii) adding new personnel, or (iii) altering or
       expanding the scope of the engagement, a motion to modify
       the retention will be filed.

     * Mr. O'Hara and Consensus Advisory will file a report of
       staffing by Consensus on the engagement for the previous
       month.  The report will include the names and functions
       filled of the individuals assigned.  All staffing will be
       subject to review by the Court in the event an objection
       is filed.

     * Mr. O'Hara and Consensus Advisory will file joint reports
       of compensation earned and expenses incurred on a monthly
       basis.  All compensation will be subject to review by the
       Court in the event an objection is filed.

     * The success fee payable to Consensus Advisory will be
       approved by the Court at the conclusion of the bankruptcy
       case on a reasonableness standard, subject to notice and
       an opportunity to object by the U.S. Trustee and other
       parties-in-interest, and is not being pre-approved by the
       February 18, 2011 order approving the Motion.

     * The Debtor is permitted to indemnify Mr. O'Hara on the
       same terms as provided to the Debtor's other officers and
       directors under the corporate bylaws and applicable state
       law, along with insurance coverage under the Debtor's D&O
       Policy.

     * There will be no indemnification of Consensus Advisory or
       any of its affiliates.

     * For three years after the conclusion of their engagement,
       Consensus Advisory nor any of its affiliates will make any
       investments in the Debtor or the reorganized Debtor.

                      About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


RYLAND GROUP: FMR LLC Discloses 15% Equity Stake
------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed
that they beneficially own 6,618,093 shares of common stock of
Ryland Group Incorporated representing 15.000% of the shares
outstanding.  The number of shares of common stock of The Ryland
Group, Inc., outstanding on Feb. 15, 2011, was 44,205,340.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion
in total assets, $1.09 billion in total liabilities, and
$561.66 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


RYLAND GROUP: Janus Capital Discloses 6.2% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Janus Capital Management LLC disclosed that it
beneficially owns 2,722,513 shares of common stock of The Ryland
Group, Inc. representing 6.2% of the shares outstanding.
The number of shares of common stock of The Ryland Group, Inc.,
outstanding on Feb. 15, 2011, was 44,205,340.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion
in total assets, $1.09 billion in total liabilities, and
$561.66 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.



S & J: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------
Debtor: S & J Property Holdings, LLC
        70007 Highway 111
        Rancho Mirage, CA 92270

Bankruptcy Case No.: 11-16514

Chapter 11 Petition Date: February 28, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  26632 Towne Centre Drive, #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16514.pdf

The petition was signed by Jack P. Downes, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Boardroom Properties, LLC             11-16499            02/28/11


SABRE DEFENCE: Trustee Seeks to Move Forward With Bankruptcy Sale
-----------------------------------------------------------------
Dow Jones' Small Cap reports that the trustee running Sabre
Defence Industries LLC's bankruptcy case is looking to proceed
with a sale in Chapter 11 after convincing the winner of the
company's pre-bankruptcy auction to compete again for the assets--
this time with a higher bid.

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.


SES SECURITIES: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SES Securities, LLC
        102 Marsh Harbour Parkway, Suite 104
        Kingsland, GA 31548

Bankruptcy Case No.: 11-20240

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Jon A. Levis, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: (478) 237-9211
                  E-mail: bkymail@merrillstonehamilton.com

Scheduled Assets: $7,748,766

Scheduled Debts: $6,696,486

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-20240.pdf

The petition was signed by Ronald H. Sawyer, managing member.


SIGNAL ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Signal Electric, Inc.
        P.O. Box 6209
        Kent, WA 98064

Bankruptcy Case No.: 11-12105

Chapter 11 Petition Date: February 26, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: J Todd Tracy, Esq.
                  CROCKER LAW GROUP PLLC
                  720 Olive Way Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  E-mail: ttracy@crockerlaw.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/wawb11-12105.pdf

The petition was signed by Jerry Kittelson, president.


SINOFRESH HEALTHCARE: Inks Consulting Agreement with Gary Zweig
---------------------------------------------------------------
SinoFresh Healthcare, Inc. entered into a Consulting Agreement
dated Feb. 16, 2011, with Gary Zweig, DBA, Direct to Pharmacy
Sales and Marketing, LLC, a New York Limited Liability Company to
outline the terms of the Agreement for Mr. Zweig to serve as
Director of National sales for SINOFRESH HEALTHCARE, INC.

Gary Zweig has over 25 years of experience in the Drug Wholesale
Industry.  As Director of Quality Care Pharmacies, an Independent
Pharmacy Co-operative from 2006 to 2008 he created and implemented
a direct mail and in store promotional program which was credited
with increasing sales by 30%.  He served as Territory Account
Manager for Rochester Drug Cooperative, Inc., a regional drug
wholesaler located in NYC from 2002 to 2006.

Under the terms of the Agreement, Mr. Zweig will provide the
Company with independent wholesale marketing advisory services
including providing Sales representation and Marketing and
advertising services to the Company and its products for one (1)
year with annual renewals.  He will be entitled to a monthly base
compensation of $4,500 during that time.  Mr. Zweig will also be
entitled to reimbursement for all reasonable business expenses
subject to a $1,000 per month ceiling, without Board approval.  In
addition to the base compensation, Consultant will receive payment
equal to 5% of the net invoices received by the Company when paid
and cleared on shipments of the Company's products for an initial
term of 12 months on new wholesale distributor accounts introduced
by the Consultant and a residual of 2.5% on continuing active
accounts for period of 48 months, payable quarterly.

The Agreement contains a Non-compete clause whereby for the term
of the Agreement and one (1) year thereafter, Mr. Zweig will not
directly or indirectly participate in any capacity with any
business which is competitive with the business of the Company.
At the end of a 90 day trial period, the Company will review the
performance of the Consultant to determine whether to convert the
agreement to an Employment Agreement at such terms as will be in
the Company's discretion.

A full-text copy of the Consulting Agreement is available at no
charge at http://ResearchArchives.com/t/s?7408

                     About SinoFresh HealthCare

Headquartered in Englewood, Florida, SinoFresh HealthCare Inc.
(OTC BB: SFSH) -- http://www.sinofresh.com/-- researches,
develops, and markets novel therapies to treat inflammatory and
infectious diseases, and disorders of the upper respiratory
system.  Its products include SinoFresh Nasal Mist, a nasal spray
and SinoFresh Daily Throat Spray, a throat and mouth spray.

At Dec. 31, 2007, the company's balance sheet showed $1,969,852 in
total assets and $4,211,710 in total liabilities, resulting in
$2,241,858 stockholders' deficit.

Moore Stephens Lovelace, P.A., raised substantial doubt on the
ability of SinoFresh HealthCare Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.


SOMERSET PROPERTIES: Court Conditionally Approves Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, in an order dated Feb. 18, 2011, conditionally approved
the Disclosure Statement explaining Somerset Properties SPE, LLC's
Chapter 11 Plan.  The Court is yet to set the confirmation hearing
date.

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
holders of Class 2 allowed secured and priority tax claims will be
paid in full on the later date of (i) 90 days after the effective
date; or (ii) the date upon which they may ordinarily be paid in
full without penalty.  The Debtor believes that there will be no
amounts owed to Class 2.

For the first three years following the effective date, the Debtor
will make monthly payments to holders of Class 3 allowed secured
claims of CSFB 2001-CP4 Bland Road, LLC, and Class 4 allowed
secured claims of CSFB 2001-CP4 Falls of Neuse, LLC, at a secured
rate.  Thereafter, the allowed secured claim of class 3 will be
amortized over 30 years, and the Debtor will make monthly payments
according to the amortization schedule.  Ten years after the
effective date, the remaining unpaid portion of the allowed
secured claim will be paid in full.

The Plan provides that Class 5 allowed small unsecured claims will
be paid 80% of their allowed claim 30 days after the effective
date.

Under the Plan, the Debtor will pay quarterly installments of
$31,250 to be split pro rata among the allowed claims in Class 6
allowed general unsecured claims.  Payments will continue until
Class 6 claimants have been paid 20% of their claims.

The Plan provides that allowed Equity Interest in the Debtor will
remain the same.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SomersetProperties_DS.pdf

The Debtor is represented by:

     William P. Janvier, Esq.
     Janvier Law Firm, PLLC
     1101 Haynes Street, Suite 102
     Raleigh, NC 27604
     Tel: (919) 582-2323

                 About Somerset Properties SPE, LLC

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C.
Case No. 10-09210).  The Debtor proposes to hire E. Hardy Lewis
and Blanchard, Miller, Lewis & Isley, P.A. as special counsel.
The Company disclosed $36,496,015 in assets and $28,825,521 in
liabilities as of the Chapter 11 filing.


SONRISA REALTY: Court Confirms Compass Bank's Exit Plan
-------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul issued an order confirming
Compass Bank's Third Amended Plan of Liquidation for Sonrisa
Realty Partners, Ltd.  Compass Bank filed the Third Amended Plan
on Feb. 21, 2011.  The Third Amended Plan reflects Compass Bank's
agreement with ad valorem taxing authorities as to treatment of
their claim, and deletes language providing that equity interests
are cancelled on the effective date.  Compass Bank's Third Amended
Plan calls for a sale, at an auction to be held within 120 days of
the effective date, of the Debtor's real property.  Compass Bank's
Third Amended Plan provides generally for payment of claims on
either the effective date, the date of allowance of the claims, or
30 days after the auction.  If funds remain after payment of
Compass Bank's claim, there will be a distribution to equity
interest holders.

Compass Bank's Third Amended Plan specifies that Classes 1
(Administrative Claims) and 5 (General Unsecured Non-Priority
Claims) are unimpaired.  The remaining classes are impaired.

Classes 3 and 4 (Secured Tax Claims and Secured Claim of Compass
Bank) voted to accept Compass Bank's Third Amended Plan.  Class 6
(Equity Interests) voted to reject Compass Bank's Third Amended
Plan.  No votes were cast in Class 2.

The Debtor objects to Compass Bank's Third Amended plan on grounds
it was not filed in good faith.  The Debtor also objects to a
provision determining that Compass Bank's secured claim is allowed
"in the amount of $7,664.457.42 plus post-petition interest, costs
and attorney fees."

Compass Bank has filed a proof of claim in each of the cases, in
the amount of $8,664,457.42, secured by, inter alia, the real
property owned by the Debtor and by Sonrisa Properties Ltd.

On Sept. 24, 2010, Debtor filed its first plan of reorganization.
The Debtor proposed to restructure its debt to Compass Bank,
extending the maturity date by three years.  The Debtor proposed
to obtain an equity infusion of $1 million from an outside
investor, which would be deposited into an account at Compass Bank
and used to pay interest as it accrued.  The Debtor proposed to
pay administrative expenses and the claims of ad valorem taxing
authorities in full, and pay unsecured claims after Compass Bank
was paid in full.  The Debtor also proposed that its prepetition
equity interest holders would retain their interests, but would
receive no payments until all creditors were paid in full.  The
Debtor also proposed that Compass Bank be prohibited from taking
any action to enforce a judgment it has obtained against, inter
alia, the Debtor's general partner, and Randal Hall, the
beneficial owner of the Debtor's equity.

Under the Debtor's first plan, it proposed the sale of 35 acres to
an unspecified purchaser, for an unspecified price.

On Oct. 20, 2010, Compass Bank filed its own first plan of
liquidation and disclosure statement.  On Dec. 21, 2010, the
Debtor filed a motion seeking emergency approval of a sale of up
to 35 acres to Tanger Devco, LLC, for $250,000 per acre.  The
proposed sale called for Tanger to deposit $90,000 in refundable
earnest money shortly after the sale was approved, and an
additional $400,000 after the expiration of a "study period,"
lasting one year.  Tanger was to pay a nonrefundable $10,000 as an
option fee for the one year study period.

The court held hearings as to both the Debtor's and Compass Bank's
disclosure statements.  By order entered Jan. 4, 2011, the court
approved the Debtor's disclosure statement, as supplemented.  By
order entered Jan. 20, 2011, the court approved Compass Bank's
disclosure statement, as supplemented.  Both orders approving the
disclosure statements set a confirmation hearing for Feb. 22,
2011.

On Feb. 4, 2011, the Debtor filed an amended plan.  The Debtor's
amended plan reflected the terms of a revised agreement between
the Debtor and Tanger.  Under the revised agreement, as proposed
by the Debtor, Tanger would loan $1.35 million to the Debtor, to
be used to make a $1 million payment to Compass Bank, to be
applied as a principal reduction, and the remainder to establish
an reserve to pay interest to Compass Bank as it accrues.  Tanger
would obtain an option, for a fee of $100, to purchase the 35
acres described in the previous plan, and an additional exclusive
option to purchase an additional 15 acres.  The Debtor's amended
plan called for Tanger to risk only $100 as a nonrefundable sum
during the one year option provided under the plan.  After the
first year, Tanger would be required to pay $500,000 in earnest
money, and to either close the purchase or forfeit the earnest
money, after 18 months after the effective date of the Debtor's
proposed plan.

On Feb. 10, 2011, the Debtor filed a motion to continue the
hearing on confirmation of Compass Bank's plan.  After a contested
hearing, the motion for continuance was denied.

A copy of the Court's Feb. 28, 2011 Memorandum Opinion is
available at http://is.gd/RuL5jPfrom Leagle.com.

                     About Sonrisa Properties

Sonrisa Properties, Ltd., and Sonrisa Realty Partners, Ltd., each
of which is a single asset real estate entity, own unimproved real
property located in League City, Texas.  Sonrisa Properties filed
for Chapter 11 bankruptcy protection on Jan. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-80012), to stop Compass Bank, the largest secured
creditor, from foreclosing on the property.  Sonrisa Realty
Partners also filed for Chapter 11 protection (Bankr. S.D. Tex.
Case No. 10-30084) on the same day.  The two cases are not jointly
administered.  Karen R. Emmott, Esq., in Houston, Texas,
represents both Debtors.  Sonrisa Properties disclosed $21,098,818
in assets and $8,420,540 in liabilities as of the Petition Date.
Sonrisa Realty Partners estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  In February
2010, the Sonrisa Realty Partners case was transferred to the
Galveston Division (Bankr. S.D. Tex. Case No. 10-80026).


SOURCE PRECISION: Assigns All Assets to Finn for Liquidation
------------------------------------------------------------
Source Precision Medicine, Inc., doing business as SourceMDx, has
assigned all its assets to Joseph F. Finn, Jr., C.P.A., of the
firm Finn, Warnke & Gayton, LLP to be liquidated for the benefit
of SourceMDx creditors.

Source MDx(R) is an industry leader in developing simple blood
tests that can consistently detect the presence and aggressiveness
of cancer by measuring specific RNA transcripts in blood. RNA is
an early biological measure of disease, providing a significant
indicator of disease onset or progression in the blood stream
before other clinical manifestations become observable.  Source
MDx(R) is the first to translate robust RNA-transcript based
assays into clinically useful oncology molecular diagnostic tests
using a simple, non-invasive blood test.  Source MDx(R) tests are
precise and calibrated measurements of white blood cell gene
expression and track an individual's current health, disease
status and response to therapy in a reproducible fashion.

The intellectual property, patents, etc. will be sold at a sealed
bid sale on Friday, April 29, 2011 at noon.

Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office -
jffinnjr@finnwarnkegayton.com or 781-237-8840.  They will then
receive a bid package.

                       About Joseph F. Finn

Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com--
Certified Public Accountants of Wellesley Hills, Massachusetts. He
works primarily in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.  He has been involved in a number of loan
workouts and bankruptcy cases for thirty-five (35) years. His most
recent Assignments for the Benefit of Creditors in the biotech
field include Spherics, Inc., ActivBiotics, Inc., Prospect
Therapeutics, Inc., EPIX Pharmaceuticals Inc. and NoblePeak Vision
Corp.


SOUTHWEST SPORTS: Court Dismisses Portion of Suit v. Kleem et al.
-----------------------------------------------------------------
The defendants in Southwest Sports Center, Inc., v. John Kleem, et
al., Adv. Pro. No. 10-1312 (Bankr. N.D. Ohio), seek dismissal of
the suit for lack of subject matter jurisdiction.  The parties
have previously litigated the real estate appraisal and sale of
the plaintiff-debtor's commercial property in state court
proceedings.  The defendants ask the Court to dismiss the
adversary complaint for lack of subject matter jurisdiction based
on the Rooker-Feldman doctrine, which holds federal courts, except
for the U.S. Supreme Court, do not have appellate jurisdiction
over final state court judgments.

In his Feb. 23, 2011 Memorandum of Opinion, Bankruptcy Judge
Arthur I. Harris granted the defendants' motion to dismiss as to
Counts VI and VII and denied as to Counts I through V.  The Court
will conduct a status conference at 1:30 p.m. on March 15, 2011.

A copy of the Court's Feb. 23, 2011 Memorandum of Opinion is
available at http://is.gd/4tD2fBfrom Leagle.com.

Southwest Sports Center Inc. owns commercial real property located
at 975 and 1005 West Bagley Road, Berea, Ohio.  The commercial
property is comprised of a golf driving range, a Dairy Queen
Restaurant, a miniature golf course, and a single-family
residence.  Southwest Sports Center filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 09-21982) on Dec. 20, 2009.


SUNRISE SENIOR: Reports $100.82 Million Net Income in 2010
----------------------------------------------------------
Sunrise Senior Living, Inc. filed its annual report on Form 10-K
with the U.S. Securities and Exchange Commission reporting net
income of $100.82 million on $1.40 billion of total operating
revenue for the twelve months ended Dec. 31, 2010, compared with a
net loss of $133.51 million on $1.46 billion of total operating
revenue during the prior year.

The Company also reported net income $50.38 million on
$319.03 million of total operating revenue for the three months
ended Dec. 31, 2010, compared with net income of $10.70 million on
$362.96 million of revenue for the same period during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed
$701.45 million in total assets, $576.90 million in total
liabilities, and $124.55 million in total equity.

"2010 was a year of strengthening Sunrise and we are now well
positioned to take advantage of great opportunities in 2011 and
the years to come," said Mark Ordan, Sunrise's chief executive
officer.  "Bottom line 2010 performance is benefitted by outsized
gains realized in our restructuring.  Our operating results are
adversely affected by the reduction of revenue from our
restructuring without an equivalent reduction of expenses, and our
G&A was adversely affected by non-recurring items.  While we are
excited by our progress, optimistic and committed to our future,
we have in our 10-K and supplemental 8-K provided investors with
meaningful additional detail to enable a fuller understanding of
both our progress and of the risks we still need to tackle."

The Company previously reported in its Annual Report on Form 10-K
for the year ended Dec. 31, 2009 filed with the SEC and amended on
March 31, 2010, that certain conditions raised substantial doubt
about its ability to continue as a going concern.  These
conditions included, at that point in time, (i) significant debt
maturing in 2010, (ii) a significant amount of debt in default and
(iii) the Company's inability to borrow under its Bank Credit
Facility.  Since then, the Company has been able to extend or
repay a significant amount of debt, generate liquidity through
asset sales and other actions, and improve its core operations.
We expect to have sufficient cash to meet our obligations in 2011.
Accordingly, the Company no longer has substantial doubt about its
ability to continue as a going concern for a reasonable period of
time.

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

               http://ResearchArchives.com/t/s?741a

                        About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.


SW GEORGIA ETHANOL: Can File Schedules & Statements Until March 8
-----------------------------------------------------------------
The Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for
the Middle District of Georgia extended the deadline for Southwest
Georgia Ethanol LLC dba Southwest Georgia Ethanol LLC to file its
schedules of assets and liabilities, and statements of financial
affairs until March 8, 2011.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
owns and operates an ethanol production facility located on 267
acres in Mitchell County, Georgia, producing 100 million gallons
of ethanol annually.  Ethanol production operations commenced in
October 2008.  Revenue was $168.9 million for fiscal year ended
Sept. 30, 2010.  The Debtor said profitability and liquidity have
been materially reduced by unfavorable fluctuations in commodity
prices for ethanol and corn.

Southwest Georgia Ethanol sought bankruptcy protection (Bankr.
M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011.  John
Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.

Donald F. Walton, United States Trustee for Region 21, selected
three creditors to serve on an Official Committee of Unsecured
Creditors of Southwest Georgia Ethanol LLC dba Southwest Georgia
Ethanol LLC.


SW GEORGIA ETHANOL: Section 341(a) Meeting Set For March 17
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Southwest Georgia Ethanol LLC dba Southwest Georgia Ethanol LLC
on March 17, 2011, at 1:30 p.m. in 345 W. Broad St., Old Alb.
Federal Courthouses & Post Office, 3rd Floor in Albany, Georgia.

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

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

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
owns and operates an ethanol production facility located on 267
acres in Mitchell County, Georgia, producing 100 million gallons
of ethanol annually.  Ethanol production operations commenced in
October 2008.  Revenue was $168.9 million for fiscal year ended
Sept. 30, 2010.  The Debtor said profitability and liquidity have
been materially reduced by unfavorable fluctuations in commodity
prices for ethanol and corn.

Southwest Georgia Ethanol sought bankruptcy protection (Bankr.
M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011.  John
Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.

Donald F. Walton, United States Trustee for Region 21, selected
three creditors to serve on an Official Committee of Unsecured
Creditors of Southwest Georgia Ethanol LLC dba Southwest Georgia
Ethanol LLC.


SW GEORGIA ETHANOL: Wants to Hire FMW & JCF as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Southwest Georgia
Ethanol LLC dba Southwest Georgia Ethanol LLC asks the Hon. James
D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle
District of Georgia for permission to employ Fife M. Whiteside
P.C. of Columbus, and Georgia and james C. Frenzel, P.C., of
Atlanta as its co-counsel.

FMW will, among other things:

   a) serve as the primary contact to the Committee;

   b) advise the Committee with respect to its rights, powers, and
      duties in the proceedings;

   c) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this
      proceeding; and

   d) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the proceeding.

JCF will, among other things:

   a) serve as general litigation, environmental, and bankruptcy
      counsel for the Committee;

   b) assist the investigation of the Committee into the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor and of the operation of the business of the Debtor;

   c) assist the Committee in analyzing the claims of the
      creditors of the Debtor and in negotiating with the
      creditors;

   d) advise and represent the Committee in connection with
      administrative matters arising in the proceeding, including
      the obtaining of credit, sale of assets, and rejection or
      assumption of executory contracts and unexpired leases; and

   e) assist the Committee in its analysis of, and negotiations
      with, the Debtor or any third party concerning matters
      related to, among other things, the terms of a Chapter 11
      plan for the Debtor.

FMW stated present fees rates at $300 per hour for attorney, and
$100 per hour for paraprofessionals and law clerks.  JCF stated
present fee rates of between $200 and $350 per hour for attorneys
and $100 per hour for paraprofessionals and law clerks.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
owns and operates an ethanol production facility located on 267
acres in Mitchell County, Georgia, producing 100 million gallons
of ethanol annually.  Ethanol production operations commenced in
October 2008.  Revenue was $168.9 million for fiscal year ended
Sept. 30, 2010.  The Debtor said profitability and liquidity have
been materially reduced by unfavorable fluctuations in commodity
prices for ethanol and corn.

Southwest Georgia Ethanol sought bankruptcy protection (Bankr.
M.D. Ga. 11-10145) in Albany, Georgia, on February 1, 2011.  John
Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.

Donald F. Walton, United States Trustee for Region 21, selected
three creditors to serve on an Official Committee of Unsecured
Creditors of Southwest Georgia Ethanol LLC dba Southwest Georgia
Ethanol LLC.


SW OWNERSHIP: Files for Chapter 11 in Austin
--------------------------------------------
SW Ownership, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 11-10485) in Austin, Texas on Feb. 28, 2011.  The Dallas-
based company estimated $50 million to $100 million in assets and
$10 million to $50 million in liabilities.

The Debtor owns real property in Llano County and Burnet County,
Texas, and the partially completed luxury golf course community on
the site, which is commonly referred to as "Skywater Over
Horseshoe Bay."

Third Avenue Real Estate Opportunities Fund, L.P., The Patriot
Group, LLC, and Footbridge Limited Trust, constituting all of the
Class A-1 and A-2 members of SW Ownership Holdings LLC, signed a
resolution sending the Debtor to Chapter 11.  SW Ownership
Holdings is the sole member of the Debtor.

According to the resolution, SW Ownership intends to pursue claims
against the International Bank of Commerce, including a "lender-
liability" lawsuit in connection with loans from IBC to the Debtor
in the original principal amounts of $30 million and $5 million,
respectively.

SW Ownership has a debtor-in-possession financing for $9 million
from Soundview Real Estate Partners III, to facilitate the ongoing
development of the Project and to cover the costs and expenses
associated with the Bankruptcy case and IBC Claims.


SW OWNERSHIP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SW Ownership, LLC
        325 N. St. Paul Street, Suite 2150
        Dallas, TX 75201

Bankruptcy Case No.: 11-10485

Chapter 11 Petition Date: February 28, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Jay Ong, Esq.
                  MUNSCH HARDT KOPF & HARR, P.C.
                  401 Congress Avenue, Suite 3050
                  Austin, TX 78701
                  Tel: (512) 391-6100
                  Fax: (512) 391-6149
                  E-mail: jong@munsch.com

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

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

The petition was signed by Charles W. Cargill, authorized
signatory.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Skywater Management, LLC           --                     $275,000
255 Alhambra Circle, Suite 325
Coral Gables, FL 33134

Nelson Lewis Inc.                  --                     $219,452
P.O. Box 235
Marble Falls, TX 78654

THG Construction Services          --                     $123,197
5500 N. Highway 281
Marble Falls, TX 78654

Horseshoe Bay Resort               --                     $111,999

Nicklaus Design, LLC               --                      $94,280

Skywater Realty, LLC               --                      $77,906

Bury & Partners                    --                      $47,407

Wood lake Outdoor, Inc.            --                      $47,369

Gameplan Resort Solutions          --                      $40,000

Willis Environmental Engineering   --                      $33,148

Kenneth Cleveland                  --                      $30,000

HB Rose Associates, LLC            --                      $26,450

Vita Planning & Landscape          --                      $23,855
Architecture

Elizabeth Christian & Associates   --                      $23,163
PR

Professional Turf Products, LP     --                      $22,074

Kolar Advertising - Marketing      --                      $21,067

Star Security & P.I., Inc.         --                      $15,837

Bryant Taylor Gordon Golf          --                      $14,300

Holland & Knight LLP               --                       $9,831

City of Horseshoe Bay              --                       $9,637


TEAMWORK PHYSICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Teamwork Physical Therapy, Inc.
        536 Hawthorn Street
        North Dartmouth, MA 02747

Bankruptcy Case No.: 11-11601

Chapter 11 Petition Date: February 28, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street, Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

                  Richard Nelson, CPA
                  NELSON & CO., C.P.A. LTD.

Scheduled Assets: $802,275

Scheduled Debts: $1,211,561

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-11601.pdf

The petition was signed by Albert E. Audette, president.


TELIPHONE CORP: Posts $30,600 Net Loss in Dec. 31 Quarter
---------------------------------------------------------
Teliphone Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of US$30,587 on US$1.0 million of revenues for the
three months ended Dec. 31, 2010, compared with net income of
US$150,673 on US$1.4 million of revenues for the same period of
the prior fiscal year.

The Company's balance sheet as of Dec. 31, 2010, showed
US$1.6 million in total assets, US$2.1 million in total
liabilities, and a stockholders' deficit of US$491,538.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
KBL, LLP, in New York, expressed substantial doubt about Teliphone
Corp.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2010.  The
independent auditors noted that the Company has sustained
operating losses and significant working capital deficits in the
past few years.

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

              http://researcharchives.com/t/s?7426

Montreal, Canada-based Teliphone Corp. (OTCQB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform.


TEREX CORPORATION: Moody's Lifts Ratings on Senior Notes to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Terex Corporation's senior
unsecured notes to Ba3 from B2 and its senior subordinated notes
to B3 from Caa1.  The rating agency affirmed the company's
Corporate Family and Probability of Default Ratings at B2 and the
company's Speculative Grade Liquidity Rating at SGL-2.  The
ratings outlook remains stable.

Upgrades:

Issuer: Terex Corporation

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Upgraded to
     B3, LGD5, 76% from Caa1, LGD5, 81%

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to B3,
     LGD5, 76% from Caa1, LGD5, 81%

  -- Senior Secured Bank Credit Facility, Upgraded to LGD1, 06%
     from LGD1, 08%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3,
     LGD1, 06% from B2, LGD4, 51%

Affirmations:

  -- CFR at B2;
  -- PDR at B2;
  -- Senior Secured Bank Credit facility at Ba2;
  -- Speculative Grade Liquidity Rating at SGL-2.

                        Ratings Rationale

The affirmation of the company's B2 CFR and PDR reflects the
company's recent operating improvement and the reduction in its
net losses along with the expectation that the company will see
further improvement in profitability as 2011 progresses.  The
ratings also incorporate the company's strong, well established
position as a manufacturer of heavy equipment for the
construction, infrastructure, and energy markets, as well as its
good liquidity profile.  These factors are balanced against its
high leverage, weak profitability, and increasing competition in
some markets.

The affirmation of the company's SGL liquidity rating at SGL-2,
indicates good liquidity, and reflects the company's high cash
position with over $1.4 billion of cash and equivalents and
investments in marketable securities (primarily 5.8 million shares
Bucyrus) as of Dec. 31, 2010, versus $929 million at the end of
2009.  The SGL also reflects the room under its covenants as its
principal covenant is a $250 million minimum liquidity requirement
until June 30, 2011.

The upgrade of the company's senior unsecured and senior
subordinated notes reflects the change in the company's capital
structure due to the prepayment of the company's 7 3/8% notes
previously due in 2014 and the addition of subsidiary guarantees
to unsecured and senior subordinated notes.  The change in
notching is consistent with Moody's loss given default ratings
methodology.

The stable outlook reflects the belief that the company should
experience an improvement in its operating performance as 2011
progresses and the belief that the company's large cash and
equivalents and investments combined with its covenant recess
under its bank credit agreement provides additional room for the
company to manage through the difficult environment.  These
factors provide Terex with the financial flexibility to contend
with the current economic downturn.  The stable outlook reflects
the view that its credit metrics are unlikely to improve
meaningfully over the short term.

The last rating action was on June 28, 2010, at which time Moody's
changed the company's Speculative Grade Liquidity Rating to SGL-2
from SGL-3 and affirmed the company's Corporate Family and
Probability of Default Ratings at B2.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets.  Revenues for 2010 totaled approximately
$4.4 billion.


TERRESTAR NETWORKS: EchoStar No Longer Interested in TSN's Assets
-----------------------------------------------------------------
Charlie Ergen of EchoStar Corporation said on Feb. 24, 2011, that
his company has dropped its interest in TerreStar Networks in
light of EchoStar's recent acquisition of satellite broadband
provider Hughes Communications, according to Peter B. de Selding
of Space News.

EchoStar is one of TerreStar Network's largest secured creditors
and is also the bankrupt company's debtor-in-possession lender.
EchoStar previously committed to sponsor a proposed restructuring
plan for TerreStar, where EchoStar agreed to a debt-for-equity
swap of it interests in TerreStar.  EchoStar also agreed to
backstop a rights offering under the TerreStar plan.  However,
the transaction failed to materialize in light of an opposition
lodged by certain TerreStar noteholders.

Mr. Ergen said, Space New relates, that the Hughes transaction
offers an immediate payoff on the EchoStar investment, where the
TerreStar deal was a "longer-term, and speculative, play on the
value of radio spectrum."

"If you had a dollar to spend, Hughes was a much better fit for
us," Mr. Ergen said in a conference call with investors,
according to Space News.  "It is a more strategic fit, a better
fit and a more immediate return than spectrum.  We still hold a
lot of TerreStar debt and we hope to be able" to monetize it once
TerreStar and its debtors figure out how to proceed and emerge
from bankruptcy protection, the report quoted Mr. Ergen as
saying.

           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: Urquhart & Sullivan Represents Solus, et al.
----------------------------------------------------------------
Quinn Emanuel Urquhart & Sullivan LLP filed with the Court on
Feb. 25, 2011, a verified statement pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure to disclose that it
represents these parties in the TerreStar Corp. and its
affiliates' Chapter 11 cases:

  1. Solus Alternative Asset Management LP
     430 Park Avenue
     New York, NY 10022

  2. Och-Ziff Holdings Corp.
     9 West 57th Street
     New York, NY 10019

  3. NexBank SSB
     13455 Noel Rd.
     1st Floor, Galleria Tower II
     Dallas, Texas 75240

Solus and Och-Ziff each own shares of Series B Preferred Stock of
TerreStar Corporation.  As of Feb. 25, 2011, Solus holds
approximately 86,000 shares of the Preferred Stock while Och-Ziff
holds approximately 35,000 shares of the Preferred Stock.

Solus also is a lender under the Term Loan Credit Agreement,
dated as of Nov. 19, 2010, among TSC, TerreStar Holdings
Inc., certain lender parties, and NexBank; and has entered into a
commitment letter with TSC, dated Feb. 2, 2011, regarding
Solus' contemplated provision of a debtor-in-possession financing
facility and financing for a proposed plan of reorganization.
Solus has made advances under the Term Loan Agreement in the
principal amount of approximately $1.97 million.

NexBank is the administrative agent under the Term Loan
Agreement.

Quinn Emanuel was retained by Solus on June 8, 2010, and on
Nov. 5, 2010, Och-Ziff executed a joinder to Quinn Emanuel's
engagement letter.  NexBank retained Quinn Emanuel on
Nov. 17, 2010.  Solus and Och-Ziff agreed to pay Quinn Emanuel'
fees and expenses in connection with the engagement, which
payments were to be made pro rata based on their portion of
Preferred Stock holdings.  However, TSC has agreed to pay Solus'
and NexBank's legal fees pursuant to the Term Loan Agreement and
the Commitment Letter.

           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 COMPETITIVE: Fitch Maintains CCC Rating, Outlook Negative
---------------------------------------------------------------
Fitch Ratings does not expect to take any immediate rating action
on Energy Future Holdings Corp., Texas Competitive Electric
Holdings Company LLC or their affiliates based on recent
allegations from lender Aurelius Capital Management LP.  Fitch
currently rates both companies 'CCC' with Negative Rating
Outlooks.

On Feb. 25, 2011, EFH issued an 8-K to report that Citibank, N.A.,
as an administrative agent for the TCEH Senior Secured Credit
Facilities (Facilities), had received a letter from Aurelius
alleging that TCEH is in default under the terms of its
Facilities.  Aurelius, a lender under the TCEH's Facilities,
holding as a lender of record approximately $50 million of term
loans as of Feb. 24, 2011, is making an assertion that the inter-
company loans from TCEH to EFH were not made on an arm's-length
basis, thus violating the arm's length requirement under the
Facilities.  Aurelius further alleges that this non-compliance has
resulted in a failure to make certain mandatory prepayments under
the Facilities.  TCEH believes that Aurelius' allegations are
without merit and should not cause the acceleration of any of
EFH's, TCEH's or their respective affiliates' debt.

The inter-company loans from TCEH to EFH are permitted under
TCEH's Facilities.  The outstanding amount under these loans stood
at $1.9 billion as of Dec. 31, 2010.

Fitch will continue to monitor the situation and believes that
protracted uncertainty related to it could limit EFH's ability to
restructure its debt on a timely basis.


TH PROPERTIES: Susquehanna Bids $8.5MM for Burbank Grove Project
----------------------------------------------------------------
The Honorable Stephen Raslavich will convene a hearing in the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania on
March 10, 2011, at 10:30 a.m., to consider, subject to any higher
and better offers, TH Properties LP's motion to sell certain lots
of real property located in the single family residential
development commonly known as the Burbank Grove Project located in
Upper Providence Township, Montgomery County, Pa., free and clear
of all liens, claims, interests and encumbrances.  An entity known
as Susquehanna has offered $8,500,000 for the property.  Any
competing bid must top Susquehanna's offer by $250,000 and must
provide for the release of the Lender (as defined in the Sale
Motion) under an existing tri-party agreement between Upper
Providence Township, the Debtor and the Lender.  An auction is
scheduled for March 8, 2011, at 9:00 a.m. at the offices of
Montgomery, McCracken, Walker and Rhoads, LLC, in Philadelphia.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TH PROPERTIES: Suit vs. Lexon Goes Back to Trial Court
------------------------------------------------------
Lexon Insurance Company appeals from an order of the Court of
Common Pleas of Montgomery County which granted, in part, Hatfield
Township's petition for a preliminary injunction, directing Lexon
to pay the Township monetary proceeds from a surety bond.  The
surety bond was posted by T.H. Properties, L.P. and issued by
Lexon in accordance with a land development agreement between the
Township and T.H Properties.

The Township sued Lexon seeking (1) a declaratory judgment that
Lexon is obligated by the Bond to pay the Township the remaining
principal amount of $1,269,772, plus interest from September 19,
2009, costs, attorneys' fees, and punitive damages; and (2) a
permanent injunction seeking payment of the Bond principal.

The Commonwealth Court of Pennsylvania on Feb. 23, 2011, vacated
the trial court order and remanded the matter to the trial court
for reconsideration of the Township's request.  The appellate
court panel consists of Judges Mary Hannah Leavitt, Kevin Brobson,
and Johnny J. Butler.  Judge Brobson wrote the opinion.  Judge
Leavitt wrote a dissenting opinion.

The case is Hatfield Township, Montgomery County, Pennsylvania, v.
Lexon Insurance Company, No. 1318 C.D. 2010 (Pa. Commonwealth
Ct.).  A copy of the Feb. 23 opinion is available at
http://is.gd/NPZdCFfrom Leagle.com.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TMST INC: Chap. 11 Trustee to Tap BroadStreet as Consultant
-----------------------------------------------------------
Joel I. Sher, Chapter 11 Trustee for (i) TMST, Inc., f/k/a
Thornburg Mortgage, Inc., (ii) TMST Acquisition Subsidiary, Inc.,
f/k/a Thornburg Acquisition Subsidiary, Inc., (iii) TMST Home
Loans, Inc., f/k/a Thornburg Mortgage Home Loans, Inc., and (iv)
TMST Hedging Strategies, Inc., f/k/a Thornburg Mortgage Hedging
Strategies, Inc., seeks to employ BroadStreet Capital Partners, LP
as his analytic consultant.

As analytic consultant, BroadStreet Capital will assist the
Chapter 11 Trustee in making a determination as to the viability
of potential causes of action that one or more of the Debtors'
estates may have against third parties with whom the Debtors
conducted business prepetition.  In that regard, BroadStreet
Capital will render certain consulting and advisory services to
the Chapter 11 Trustee, including:

     * To provide mark-to-market or loan-level data analysis of
       CUSIPs chosen by the Trustee;

     * To provide analysis of comparable security CUSIPs where
       pricing is not available;

     * To provide written reports summarizing the analysis
       performed;

     * To provide litigation support and expert testimony as
       require; and

     * To provide other additional services as the Trustee may
       reasonably request from time to time.

The firm will be paid for its services at hourly rates.
Generally, for a mark-to-market analysis, the rate will be $525
per hour.  For a loan-level data analysis, the rate will be $675
per CUSIP.  BroadStreet Capital's rates per hour are a blended
rate made up of these personnel:

          Head of Group                        $1,000
          Senior Research Manager                $725
          Senior Data Analyst                    $400
          Data Programmer                        $275

To the extent the firm is asked to provide testimony, the rate
would be $1,000 per hour.

The Chapter 11 Trustee believes that BroadStreet Capital does not
hold any interest adverse to any Debtor's estates and, while
employed by the Trustee, will not represent any person having an
interest adverse to any Debtor's estate.  The Trustee also
believes that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TRICO MARINE: Launches Offer for Fin'l Restructuring Plan
---------------------------------------------------------
Trico Marine Services, Inc.'s subsidiaries Trico Supply AS and
Trico Shipping AS have launched an offer to implement a financial
restructuring plan pursuant to an amended restructuring support
agreement with a group of noteholders who together hold
approximately 83% of the aggregate principal amount of Trico
Shipping's outstanding 11-7/8% senior secured notes due 2014.

"With the support of the majority of our noteholders, we are
pleased to begin this important step in soliciting the
participation of our creditors and other stakeholders in our
financial restructuring plan," said Richard A. Bachmann, Trico
Marine's Chairman of the Board of Directors, President and Chief
Executive Officer.  "We believe launching the Exchange Offer and
the related transactions are an important step toward the goal of
reducing Trico Supply's outstanding debt while providing stability
and operating flexibility that will benefit our employees,
customers, partners and vendors.  We are confident that these
efforts to strengthen Trico Supply's balance sheet will position
us for the long-term.  Importantly, we would like to thank our
hard working employees, loyal customers and vendors and our
creditors for their support during this process."

Pursuant to the RSA, which sets forth the terms of the Company's
financial restructuring plan, Trico Shipping has launched an out-
of-court exchange offer to noteholders to exchange their Notes for
a pro rata share, together with the lenders under Trico Shipping's
working capital facility, of 95% of the common stock of DeepOcean
Group Holding AS, a to-be-formed Norwegian company that would be
the holding company of the Trico Supply Group.  The Exchange Offer
is subject to, among other things, the condition that at least 99%
of the outstanding Notes validly tender and not withdraw their
Notes and the receipt of consent from Trico Shipping's secured
working capital credit facility lenders.  The Exchange Offer is
also accompanied by a consent solicitation to noteholders to amend
the indenture by eliminating or modifying certain restrictive
covenants and other provisions.  In connection with the
restructuring,the U.S. Bankruptcy Court with jurisdiction over the
Trico Marine bankruptcy cases has approved a settlement that
compromises the intercompany claims and equity interests held by
Trico Marine and certain subsidiaries in the Company in exchange
for 5% of the New Common Stock and warrants to acquire an
additional 10% of the New Common Stock, which the Company expects
would ultimately be distributed to certain creditors of Trico
Marine.  The restructuring also would provide a new $100 million
first priority senior secured credit facility that would be used
to refinance some existing debt and fund working capital
borrowings.  Upon successful consummation of the Exchange Offer
and related transactions, the Company would reduce its estimated
total debt outstanding to approximately $75 million.

As an alternative to the Exchange Offer, the Company agreed in the
RSA to solicit acceptances from its noteholders of a prepackaged
plan of reorganization.  In the event certain conditions to the
Exchange Offer are not satisfied, and if a sufficient number of
holders and amount of Notes vote to accept the Prepackaged Plan,
the Company intends to file petitions under chapter 11 of the U.S.
Bankruptcy Code and pursue an in-court restructuring.  In the
event the Company files a Prepackaged Plan, the Company expects to
fund its working capital requirements with a debtor-in-possession
financing facility provided by the Supporting Noteholders that
would be adequate to cover administrative costs as well as
payments to vendors during the pendency of the chapter 11
proceedings.  If confirmed, the Prepackaged Plan would have
principally the same effect as the Exchange Offer.

The Company does not anticipate interruption in its operations
during the restructuring regardless of whether the Company
conducts its restructuring in or out of the chapter 11 process.
The Company expects to move quickly through the reorganization
process with its same commitment to quality, consistency and
customer service as has been its hallmark since its inception.

Under the proposed restructuring, the Company intends to continue
serving customers in the normal course.  Additionally, it intends
to continue to pay in full all vendors and suppliers under normal
terms in the ordinary course of business.  The implementation of
the transactions contemplated by the RSA is dependent on a number
of factors and approvals, however, there can be no assurance that
the treatment of creditors outlined above will not change
significantly.

Pursuant to the RSA, the Supporting Noteholders have agreed to,
among other things, (1) support and use commercially reasonable
efforts to complete the financial restructuring, including by
tendering their Notes into the Exchange Offer, delivering their
consents in a related consent solicitation and voting in favor of
the Prepackaged Plan; and (2) not exercise remedies or direct the
trustee to exercise remedies under the indenture governing the
Notes for any default or event of default that has occurred or may
occur thereunder.  The RSA may be terminated by the Supporting
Noteholders or the Company upon the occurrence of certain events
enumerated in the RSA.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


ULTIMATE ACQUISITION: Court OKs Cash Collateral Use Until Apr. 29
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted the motion of Ultimate Acquisition
Partners, LP, et al., to use cash collateral on an interim basis.

Subject to the terms and conditions of the Feb. 11, 2011 Third
Interim Cash Collateral Order and subject to the commencement of
the Store Closing Sales of the Liquidation Assets, the Debtors are
authorized to use the Cash Collateral for the period from the
Petition Date through April 29, 2011.

The Cash Collateral may be used solely to make disbursements for
each one-week period in accordance with the budget.  The actual
aggregate cash disbursements during each Weekly Disbursement
Period will not exceed the total disbursement amount for each
Weekly Disbursement Period set forth in the Budget.  Any amounts
not disbursed in any individual Weekly Disbursement Period may not
be carried over and disbursed in any future Weekly Disbursement
Period.

Disbursements made to Professionals and the Liquidating
Consultants pursuant to the Budget will not be included in the
Weekly Disbursement Cap, and may be disbursed pursuant to the
terms and conditions of the Interim Cash Collateral Order.

General Electric Capital Corporation, in its capacities as lender
and as agent for the Senior Lender -- the Senior Agent -- may
authorize, in its sole discretion, higher amounts for any Weekly
Disbursement Cap without further Court approval.

As adequate protection against any diminution in value, pursuant
to Sections 361 and 363(e) of the Bankruptcy Code, the Senior
Agent, for the benefit of itself and other Senior Secured Parties,
is granted additional and replacement continuing valid, binding,
enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on any and all
presently owned and hereafter acquired personal property,
applicable real property, and all other assets of the Debtors in
and to the same extent, validity and priority as they existed on
the Petition Date on the Prepetition Collateral.  This excludes
any of the Debtors' claims or causes of action arising under
Sections 502(d), 544, 545, 547, 548, 549, 550, and 553 of the
Bankruptcy Code and any other avoidance or similar action under
the Bankruptcy Code.

J.B. Hunt is also granted a replacement continuing valid, binding,
enforceable, non-avoidable, and automatically perfected
postpetition security interest in and liens on the goods in its
possession as of the Petition Date, including any proceeds from
the sale of those possessed goods, in and to the same extent,
validity and priority as J.B. Hunt's lien on the Possessed Goods
that existed on the Petition Date.

As further adequate protection, the Debtors are authorized and
directed to provide adequate protection payments to the Senior
Agent, for the benefit of itself and other Senior Secured Parties,
in the form of payment of all of the aggregate cash of the Debtors
in all accounts as of 2:00 p.m., Eastern Time, on Tuesday of each
week in excess of $1,500,000, net of all outstanding checks.

Furthermore, the Senior Agent, for the benefit of itself and the
other Senior Secured Parties, will be entitled to payment of
interest and fees on a postpetition basis in accordance with the
Senior Loan Documents.  Any aggregate accrued unpaid interest and
fees will be added to the total amount due of the Senior Secured
Indebtedness and paid in the same manner as the Senior Secured
Indebtedness.

The Senior Agent and the other Senior Secured Parties will be
permitted to retain expert consultants and financial advisors, who
will be given reasonable access, for purposes of monitoring the
businesses of the Debtors and the Collateral.

A copy of the Interim Cash Collateral Order is available at no
charge at:

http://bankrupt.com/misc/TCR_UAP_3rdInterimCashCollOrd021111.pdf

All objections to the Motion, to the extent not withdrawn or
resolved, are overruled.

A final hearing to consider the entry of a final order is set for
March 10, 2011, at 3:00 p.m., Eastern Time.  Written objections to
the relief requested on a final basis must be filed no later than
4:00 p.m. on March 3, 2011.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


ULTIMATE ACQUISITION: Court OKs Consultant Pact and Closing Sale
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
motion of Ultimate Acquisition Partners, LP, et al., finding that
the Consultant Agreement, Store Closing Sales and related relief
are in the best interests of the Debtors' estates, their creditors
and other parties-in-interest.

Among other things, the Debtors are authorized to conduct the
Store Closing Sales of the Liquidation Assets at 46 stores in
accordance with the Consultant Agreement, as revised in the order.
A copy of the agreement is available at no charge at
http://bankrupt.com/misc/TCR_UAP_OrdConsAgrSale021111.pdf

The Debtors are also authorized and empowered to enter into the
approved Consultant Agreement -- a joint venture agreement with
Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources,
LLC -- pursuant to which Gordon Brothers and Hilco Merchant will
serve as the exclusive consultants to the Debtors in connection
with a going-out-of-business, store-closing sale at the Debtors'
46 retail stores.

Pursuant to Sections 327 and 328 of the Bankruptcy Code, the
Debtors are authorized to employ and retain the consultants as
their liquidation consultant, effective nunc pro tunc to February
4, 2011.  The Consultants will be compensated in accordance with
the terms of the Consultant Agreement.

The Liquidation Assets will be sold free and clear of any and all
mortgages, security interests, conditional sales or title
agreements, and liens and security interests, among others.

The Sale Proceeds will be used and applied (i) to pay the
obligations of the Debtors and their estates to the Consultants
under the Consultant Agreement, and (ii) in accordance with the
Court's February 11, 2011 Interim Cash Collateral order and
accompanying budget, subject to the entry of the Final Cash
Collateral order.  The Senior Secured Parties and J.B. Hunt agree
to this distribution of the Sale Proceeds.

Gift certificates, gift cards, and merchandise credits issued by
the Debtors before the Sale Commencement Date will be accepted and
honored by the Consultants during the Sale Term.  The Debtors or
the Consultants will accept the return of any goods purchased,
provided that the consumer returns the merchandise within the time
period prescribed by the return policy that was in effect when the
merchandise was purchased.

The Debtors will provide a weekly report to the Official Committee
of Unsecured Creditors regarding all fees, expenses, and other
issues in connection with the sale.  The Debtors will also timely
remit payments to the landlords up until the date of assumption or
rejection of applicable leases.

All objections to the Motion, to the extent not previously
withdrawn or resolved, are overruled.

                    About Ultimate Electronics

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford,
Esq., and Judith Greenstone Miller, Esq., in Southfield, Mich.,
serve as the Debtor's bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in the Debtors' cases.


ULTIMATE ACQUISITION: Taps Campbell & Levine as Delaware Counsel
----------------------------------------------------------------
Ultimate Acquisition Partners LP and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Campbell & Levine LLC as its Delaware counsel.

The Debtors selected the firm to provide advice and counsel
relating to their Chapter 11 cases.  Any services the firm may
perform, however, will not duplicate services that Jaffe, Raitt,
Heuer & Weiss P.C. is presently providing.

A hearing is set for March 29, 2011 at 10:30 a.m., to consider the
Debtor's request.  Objections, if any, are due March 9, 2011, at
4:00 p.m.

The firm's professionals and their hourly rates are:

    Designations               Hourly Rates
    ------------               ------------
    Partners                   $375-$500
    Associates                 $225-$335
    Para-professionals         $100-$150

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                   About Ultimate Acquisition

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the
Debtor's bankruptcy counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The cases are jointly administered.


ULTIMATE ACQUISITION: Taps Falcon Advisors as Financial Advisors
----------------------------------------------------------------
Ultimate Acquisition Partners LP and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Falcon Advisors Inc. as their consultant and financial
advisor.

A hearing is set for March 29, 2011 at 10:30 a.m., to consider the
Debtor's request.  Objections, if any, are due March 9, 2011, at
4:00 p.m.

The firm will, among other things:

   i) oversee the engagement of Debtors' counsel and review
      of counsel's fee applications and fee statements;

  ii) negotiate the engagement of Gordon Brothers/Hilco as the
      store liquidation consultant to the Debtors;

iii) assist the Debtors in developing and negotiating a plan of
      liquidation;

  iv) coordinate and advice regarding prioritizing and expediting
      information production to the Committee professionals; and

   v) assist Debtors in marketing and selling remaining non-
      inventory assets and provide assistance in all aspects of
      such transactions, including selection of consultants to be
      utilized by the Debtors, negotiation of the consultants'
      engagement agreements, facilitating due diligence requests
      with potential asset purchasers and negotiating asset
      purchase agreement(s).

Mark W. Stephens, president of the firm, charges $420 per hour for
services rendered.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

                   About Ultimate Acquisition

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the
Debtor's bankruptcy counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The cases are jointly administered.


UNITED REFINING: S&P Reports Additional Liquidity Support
---------------------------------------------------------
Standard & Poor's Ratings Services has republished an article on
United Refining Co. to reflect additional liquidity support
available to the company.

S&P said that it lowered its issue-level rating on United Refining
Co.'s proposed $365 million senior secured notes due 2018 to 'B'
(the same as the corporate credit rating) from 'B+'.  At the same
time, S&P has revised its recovery rating on the proposed notes to
'3' from '2', indicating S&P's expectation for meaningful (50% to
70%) recovery in the event of payment default.

"The rating action follows United's plan to upsize its senior
secured note offering to $365 million from the originally proposed
$350 million, which will result in recovery at the upper end of
the 50% to 70% range, consistent with a '3' recovery rating," said
Standard & Poor's credit analyst Marc D. Bromberg.  The refiner
plans to use the proceeds to retire its $324 million of senior
unsecured notes due August 2012.  As of Nov. 30, 2010, United had
$520 million of adjusted debt.

Standard & Poor's ratings on Warren, Penn.-based United Refining
(United) reflects the company's currently weak liquidity position,
its reliance on one refinery for most of its cash flows to service
debt and other obligations and its exposure to the cyclical PADD 1
region.  The current rating reflects S&P's expectation that
liquidity, which was more than $70 million on Nov.  30, 2010, will
be sufficient to cover fixed spending requirements in 2011 of
$50 million (liquidity is further supported by a $38.5 million
tax refund that the company received on Feb. 18, 2011, and by
potential proceeds from business interruption or settlements from
Enbridge as a result of the 6B rupture).  S&P characterize the
business profile as vulnerable and the financial risk profile as
highly leveraged.

                           Ratings List

                        United Refining Co.

      Corporate credit rating                  B/Negative/--

                            Downgraded

                                                To      From
                                                --      ----
       Proposed $365 mil sr secd nts due 2018   B       B+
         Recovery Rating                        3       2


US DATAWORKS: Has $619,200 Restated Loss in FY Ended March 31
-------------------------------------------------------------
US Dataworks, Inc., filed on Feb. 22, 2011, Amendment No. 2 on
Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal
year ended March 31, 2010, filed with the Commission on June 29,
2010, to correct an error in the financial statements related to
the Company's accounting for a software license sold during the
quarter ended March 31, 2010.

The Company recognized all of the license fee revenue associated
with the License in March 2010 when the license agreement was
executed and the software was provided to the customer.  In
November 2010, the Company entered into a separate service
agreement with the customer.  However, the original accounting did
not consider the impact of essential services which are common for
such software to meet the customer's intended use.  Therefore, the
Company has determined that the software license fee revenue
should have been recognized over the period the professional
services are rendered.

The Company reported a net loss of $619,221 on $7.9 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $2.0 million on $8.0 million of revenue for the fiscal
year ended March 31, 2009.

The Company's balance sheet at March 31, 2010, showed
$6.1 million in total assets, $4.8 million in total liabilities,
and stockholders' equity of $1.3 million.

"We believe we currently have adequate cash to fund anticipated
cash needs through March 31, 2011," the Company said in the
filing.  "However, we may need to raise additional capital in the
future.  Any equity financing may be dilutive to shareholders, and
debt financing, if available, will increase expenses and may
involve restrictive covenants. We may be required to raise
additional capital, at times and in amounts that are uncertain,
especially under the current capital market conditions.  In
addition, there may be limited access to capital due to being
listed on OTC Bulletin Board."

"These factors raise substantial doubt about our ability to
continue as a going concern."

                        About US Dataworks

Sugar Land, Tex.-based US Dataworks, Inc. (OTC BB: UDWK)
-- http://www.usdataworks.com/-- provides enterprise payments
solutions to financial institutions, billers and government
entities.


VENTANA HILLS: Confirmation & Collateral Hearings Moved to Apr. 12
------------------------------------------------------------------
The hearings with respect to the motions of Ventana Hills
Associates, Ltd. to (i) approve the use of cash collateral, and
(ii) confirm its Amended Plan of Reorganization and the competing
Plan of Reorganization of Anglo Irish Bank have been continued to
April 12, 2011, at 10:30 a.m.

                  About Ventana Hills Associates

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50 million to $100 million in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VENTANA HILLS: Seeks to Employ CB Richard Ellis as Appraiser
------------------------------------------------------------
Ventana Hills Associates, Ltd. asks the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, for authority
to employ Randal Dawson and CB Richard Ellis as its appraiser for
the purpose of updating the CBRE Appraisal in accordance with the
terms of the engagement letter, dated February 16, 2011, with
compensation to be finally determined by the Court.

Richard H. Fimoff, Esq., at Robbins, Salomon & Patt, Ltd., in
Chicago, Illinois, relates that the Debtor requires the CBRE
Appraisal to be updated due to:

   (a) Declines in capitalization rates since the completion date
       of the CBRE Appraisal, which declines have substantially
       increased the value of the Debtor's apartment complex;

   (b) The need to establish the value of the Debtor's apartment
       complex as of the confirmation hearing date, set for April
       12, 2011; and

   (c) Debtor's ongoing efforts to refinance its apartment
       complex, which requires a current valuation of the
       Debtor's apartment complex by a highly respected
       appraiser.

According to the Engagement Letter, CBRE's scope of work will
include:

     * Phase I:  Property inspection to the extent necessary to
       adequately identify the real estate.  Research relevant
       market data, to the extent necessary to produce credible
       appraisal results.

     * Consulting and Advisory Services and Litigation Support
       Services, including expert testimony; preparation of
       critiques of opposing experts' reports or testimony;
       preparation of rebuttal reports; forensic real property
       investigations; and additional research or financial
       modeling.

The Debtors and CBRE propose that the fee for the assignment to be
(i) $5,000 for Phase I - Written Appraisal Reports, and (ii) based
on an hourly rate for Phase II - Consulting and Advisory Services
and Litigation Support Services.

All work will be prepared under the direction of Mr. Dawson.  He
can be contacted at:

     Randal D. Dawson, MAI, MRICS
     Senior Vice President
     CB Richard Ellis, Inc.
     311 South Wacker Drive, Suite 400
     Chicago, Illinois 60606
     Tel. No.: 312-233-8685
     Fax No. : 312-277-3453
     E-mail  : randal.dawson@cbre.com

Based on the affidavit of Randal Dawson, CBRE and its
professionals do not hold or represent any interest adverse to the
estate and are "disinterested persons" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                  About Ventana Hills Associates

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50 million to $100 million in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VIASAT INC: Moody's Affirms Corporate Family Rating at 'Ba3'
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family and
probability of default ratings for ViaSat, while at the same time,
upgraded ViaSat's speculative grade liquidity to a SGL-2,
indicating a good liquidity, from SGL-3, indicating adequate
liquidity.  The rating outlook remains stable.  The liquidity
rating revision results from the company's recent upsize and
extension of its revolving term loan facility.  With a $45 million
cash balance (Dec. 31, 2010) and a newly upsized and extended $325
million revolving term loan (upsized from $275 million at January
11, 2011, with the maturity date extended to January 2016 from
July 2012) that is substantially undrawn ($50 million outstanding
at Dec. 31, 2010), ViaSat has more than ample sources of funding
with which to cover anticipated disbursements.  Over the forward
four quarter SGL horizon, Moody's expect the company to be cash
flow negative as satellite-related capital expenditures continue.
Despite the cash drain, with the company's conservative leverage,
Moody's do not expect financial covenant compliance issues to
constrain access to liquidity.  The combination of ViaSat's
liquidity attributes results in liquidity now being assessed as
good.

The up-size of the revolving credit facility has a modest negative
impact on the company's senior unsecured notes.  This caused the
loss given default assessment to be revised downwards (see ratings
listing below).

Rating and Outlook Actions:

Issuer: ViaSat, Inc.

  -- Corporate Family Rating, unchanged at Ba3

  -- Probability of Default Rating, unchanged at Ba3

  -- Speculative Grade Liquidity Rating, revised to SGL-2 from
     SGL-3

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B1,
     with the loss given default assessment revised to LGD5, 76%
     from LGD5, 73%

                        Ratings Rationale

ViaSat has a Ba3 corporate family rating, a Ba3 probability of
default rating, an SGL-2 speculative grade liquidity rating, and a
stable ratings outlook.  ViaSat's core government services
business provides a relatively stable cash flow.  This is credit
positive as is the relatively stable -- pre capital expenditure --
cash flow from its satellite broadband business.  ViaSat is in the
process of constructing and launching, later this year, a new
satellite that will have industry-leading transfer speeds.  While
the related future growth potential is exciting, completion and
execution risks (operational capabilities, market reception, and
financial exploitability are unproven) are credit negative.  Given
operational risks, ViaSat has taken a prudent stance with its
financial arrangements.  Conservative leverage is credit-positive.
Further, while the company has generally under-performed relative
to expectations over the past year or so, the approximately $100
million of equity raised last March ensured that leverage remained
at levels appropriate for the Ba3 ratings.  The company's
liquidity position is also well-managed and supports the ratings.

                          Rating Outlook

The ratings outlook is stable.  Despite expectations that free
cash flow will continue to be negative for the next several
quarters, Moody's anticipate continued business and cash flow
expansion with leverage remaining in the 2.0-to-2.5x range.

                What Could Change the Rating -- Up

While positive ratings migration is not anticipated until
subsequent to ViaSat-1 being launched, its capabilities proven,
and its economic exploitation initiated, consideration for
positive ratings actions could occur in the event Moody's expects
Debt/EBITDA to be sustained comfortably below 2x, and the company
has access to ample liquidity.  However, as Moody's expect ViaSat
to construct and launch additional satellites, it is unlikely that
the rating will progress beyond Ba3 for some time.

               What Could Change the Rating -- Down

Event risks involving significant delays/impairments in top-line
growth from ViaSat-1, integration difficulties involving WildBlue,
or sustained growth initiatives are the likely catalysts for
adverse ratings actions.  These would likely involve liquidity
issues and Debt/EBITDA being expected to exceed 3.0x for a
sustained period of time.

Headquartered in Carlsbad, California, ViaSat, Inc., is a leading
producer of satellite and other wireless communications and
networking systems to government and commercial customers.


WELLINGTON PRESERVE: Court Approves J. Byington as Accountant
-------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida approved the application of
Wellington Preserve Corporation to retain Jamie J. Byington,
C.P.A. of Cherry, Bekaert & Holland, L.L.P., as its accountant,
specially for the purpose of (i) preparing accountings for 2008,
2009, and 2010; (ii) preparing 2008, 2009, and 2010 federal and
Florida state income tax returns with supporting schedules; and
(iii) preparing Form 5472, Information Return of a 25% Foreign-
Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S.
Trade or Business for years required.

The Debtor is authorized to pay a $7,500 retainer to Jamie J.
Byington, C.P.A. to be applied to fees and expenses as further
authorized by the Court.

Miami, Florida-based Wellington Preserve Corporation filed for
Chapter 11 on April 27, 2010 (Bankr. S.D. Fla. Case No. 10-22049).
Ronald G Neiwirth, Esq., who has an office in Miami, Florida,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $50 million to $100 million.


WINDSTREAM CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Windstream
Corporation:

  -- Long-Term Issuer Default Rating at 'BB+';

  -- $750 million senior secured revolving credit facility due
     2013 at 'BBB-';

  -- $101 million senior secured credit facility, Tranche A due
     2011 at 'BBB-';

  -- $182 million senior secured credit facility, Tranche A2 due
     2013 at 'BBB-';

  -- $287 million senior secured credit facility, Tranche B due
     2013 at 'BBB-';

  -- $1.064 billion senior secured credit facility, Tranche B2 due
     2015 at 'BBB-';

  -- Senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.  Other subsidiary ratings were
affirmed as listed at the end of the release.

As a result of a tender offer, and the redemption on Feb. 23, 2011
of the remaining notes not tendered, these ratings were withdrawn:

Valor Telecommunications Enterprises, LLC and Valor
Telecommunications Enterprises Finance Corp. (co-issuers)

  -- IDR 'BB+';
  -- Senior secured notes 'BBB-'.

Windstream's ratings incorporate expectations for the company to
generate strong operating and free cash flows and to have access
to ample liquidity.  Moreover, Windstream's revenues are becoming
more diversified through additional business and data services
revenue as a result of recent acquisitions.  Acquisitions in 2009
and 2010 have also added scale.  These positive factors aid in
partly offsetting the effect of competition for consumer voice
services on the company's operations, which is Fitch's principal
concern.  There is some near-term risk regarding the integration
of acquisitions completed in late 2010, but in Fitch's view the
risk is likely to be modest, owing to the company's experience
with acquiring and incorporating small- and medium-sized
acquisitions.

Fitch believes the initial effect of the fourth quarter
acquisitions of Q-Comm Corporation and Hosted Solutions
Acquisition, LLC on Windstream's leverage was modest, and once
synergies are realized by the end of 2011, leverage will be within
the current expectations for Windstream's 'BB+' IDR.  Windstream
has also disclosed it will make a $60 million pension contribution
in 2011 using stock, rather than cash, to manage overall leverage.
Fitch estimates Windstream's 2011 leverage will approximate 3.4
times, at the upper end of the company's 3.2x to 3.4x historical
range.

Windstream's use of equity to partly fund the Iowa
Telecommunications Services, Inc., NuVox Inc., D&E Communications,
Inc., and Q-Comm transactions is a notable mitigant to pressure on
the credit profile.

In Fitch's view, the principal operating risks faced by Windstream
consist of wireless substitution and competition from cable
multiple-system operators offering voice and data services.  Fitch
believes Windstream's competitive exposure to cable MSOs is lower
than that of the urban-based regional Bell operating companies.
To mitigate the effects of competition within its customer base
for consumer voice service revenues, Windstream is growing revenue
from business services, as well as high-speed data services
provided to consumers and businesses.  The company also provides
bundles to residential customers that include satellite-provided
video services through an agreement with DISH Network.

On Dec. 31, 2010, Windstream had $590 million available on its
revolver and $42 million of cash on its balance sheet.  In
November 2010, Windstream expanded its revolving credit facility
to $750 million from $500 million.  Through amendments in 2009 and
2010, the maturity of $182.3 million of the $283 million
outstanding on term loan A has been extended from July 2011 to
July 2013.  The term loan B, which as of Dec. 31, 2010, had a
$1.351 billion balance outstanding, now has approximately
$1.064 billion maturing in December 2015 rather than in July 2013.
In September 2010, Windstream's facilities were amended to allow
the company to receive certain broadband stimulus grants, to
increase the amount of permitted incremental senior secured debt
under the facilities to $1.6 billion from $800 million and to
permit the company to extend the term loan B to the extent not
previously extended.

Principal financial covenants in the credit facilities require a
minimum interest coverage ratio of 2.75x and a maximum leverage
ratio of 4.5x.  There are limitations on capital spending, and the
dividend is limited to the sum of excess free cash flow and net
cash equity issuance proceeds subject to pro forma leverage of
4.5x or less.

Maturities in 2011 and 2012 approximate $139 million and
$44 million, respectively.  In Fitch's view, free cash flow will
be sufficient to repay maturing debt in 2011 and 2012.  Fitch
expects free cash flow for Windstream to be in the $350 million
to $450 million range in 2011.  Capital spending is expected to
rise in 2011 to a range of $520 million to $580 million from
$415 million in 2010.  The rise is due to factoring in the full-
year effect of ongoing spending by companies acquired in 2010, an
increase in stimulus-related broadband spending, and the potential
for success-based capital in the Hosted Solutions and Q-Comm
acquisitions.  The company's cash flows are expected to benefit
from an increase in bonus depreciation in 2011.

Fitch has affirmed Windstream's subsidiary ratings:

Windstream Georgia Communications

  -- IDR at 'BB+';
  -- $30 Million Senior Notes due 2013 at 'BBB-'.

Windstream Holdings of the Midwest

  -- IDR at 'BB+';
  -- $100 Million Secured Notes due 2028 at 'BB+'.

The Rating Outlook for all ratings is Stable.


WILLIAM COLLICOTT MANN: Chapter 11 Conversion Denied
----------------------------------------------------
Bankruptcy Judge William L. Stocks denied a motion by M. Dale
Swiggett, pro se, to convert the Chapter 7 bankruptcy case of
William Collicott Mann and Virginia Mathis Mann (Bankr. M.D.N.C.
Case No. 09-80494) to one under Chapter 11 of the Bankruptcy Code,
overturn the Manns' Chapter 7 discharge, and throw out Chapter 7
trustee Sara A. Conti and appoint a new trustee.

The Chapter 7 case was commenced on March 26, 2009.  When the case
was commenced, the Debtors owned real estate located in Alamance
County, North Carolina, that had been developed as a golf course
known as Quarry Hills Golf Club.  On July 31, 2009, the Chapter 7
Trustee filed a motion seeking court approval of a sale of the
Golf Course Property to an entity known as Tri-G, LLC.  Following
two hearings that were held after due and proper notice, the Court
approved the sale on Sept. 30, 2009.  The sale closed Oct. 7,
2009.  The Debtors were granted a discharge on Dec. 7, 2009.

The Motion by Mr. Swiggett was filed on Jan. 12, 2011, nearly two
years after the petition date and some 15 months after the
conveyance of the Golf Course Property to Tri-G.  The Debtors and
the Chapter 7 Trustee objected, asserting that Mr. Swiggett is not
a creditor in the case nor otherwise a party in interest and
therefore does not have standing to seek relief pursuant to the
Motion.

A copy of the Court's Feb. 25, 2011 Opinion and Order is available
at http://is.gd/2joPY6from Leagle.com.


YELLOWSTONE MOUNTAIN: Judge Kirscher Won't Recuse Self
------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher threw out a request by Timothy
L. Blixseth to disqualify and remove the judge from all matters in
which Mr. Blixseth is a litigant.  Tim Blixseth accused Judge
Kirscher of favoritism and siding with his ex-spouse, Edra
Blixseth.  Among others, Mr. Blixseth said Judge Kirscher's law
clerk has engaged in ex parte communications with one of Mr.
Blixseth's adversaries, urging his adversary to finalize a
settlement with Mr. Blixseth before Mr. Blixseth could renege; and
numerous times Judge Kirscher ruled on important motions against
Mr. Blixseth before Mr. Blixseth had an opportunity to file a
response permitted under the rules.  In a Feb. 25, 2011 Memorandum
of Decision, available at http://is.gd/0rbXzBfrom Leagle.com,
Judge Kirscher explained why he should stay.

                        About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11 on Nov.
10, 2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's
owner affiliate, Edra D. Blixseth, filed for Chapter 11 on
March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


* Bankruptcy Courts Prepare for Possible Shutdown, DBR Says
-----------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that the administrators of the federal court system are
making preparations for a possible government shutdown that could
have a wide-ranging impact on bankruptcy attorneys.  According to
Mr. Morath, if a budget impasse in Congress results in a federal
government shutdown, which could happen as soon as Friday, the
court system will be among a wide swath of government functions
potentially affected.

DBR says the result for bankruptcy attorneys could range from a
minor inconvenience, such as delayed hearings and slower
processing of filings, to a major disruption -- possibly including
the closure of courts and the shutdown of the electronic document-
filing system known as PACER.

According to Mr. Morath, officials at the Administrative Office of
the U.S. Courts, the agency that support the operations of federal
courts, has held a meeting to ready contingencies in case there is
a government shutdown.  Mr. Morath says negotiations on Capitol
Hill continue this week, and Democrats and Republicans appear to
be closing in on a compromise that could extend funding for the
government until March 18.

Mr. Morath also reports that in the event of a federal government
shutdown, it may be the U.S. bankruptcy courts that keep the
federal judiciary humming.  According to Mr. Morath, Judge Randall
L. Dunn of the U.S. Bankruptcy Court in Portland, Oregon and the
president of the National Conference of Bankruptcy Judges, said
bankruptcy courts, which collect substantial fees from both
businesses and consumers filing for relief from creditors, could
be a key funding source.  Judge Dunn recounted that in the
shutdowns of the mid-1990s, bankruptcy fees funded the rest of the
court system for about two weeks.  In the event of a shutdown this
year, he hopes that could happen again.  Judge Dunn said in an
interview last week he and others on the bench are discussing the
possibility of a federal shutdown.

DBR also reports that Karen Redmond, spokeswoman for the
Administrative Office of the U.S. Courts, said in an interview
last week that in a long shutdown, the Administrative Office's
director would need to evaluate PACER and other court services to
determine when and in which order they would be shut.

According to DBR, a recent Congressional Research Service report
indicated that the 1995 and 1996 shutdowns did have some impact on
bankruptcy courts.  More than 3,500 bankruptcy cases were
suspended during that time.  Still, that is just a small faction
of all cases.  In 1995, for example, about 77,000 bankruptcies
were filed each month.

According to DBR, Robert Lawless, a bankruptcy law professor at
the University of Illinois, said it's difficult to predict how a
prolonged shutdown would affect the courts.  Mr. Lawless explained
that electronic court filings "barely existed the last time there
was a federal shutdown," and that "things move much more quickly
in today's bankruptcy courts, with companies and creditors often
demanding quick action."

DBR also reports that Ted Berkowitz, Esq., a partner at Farrell
Fritz, said: "We did practice bankruptcy law before Pacer, and it
was a kinder, gentler day because we actually all knew each
other."

DBR also notes that Donald Workman, Esq., a partner with Baker &
Hostetler, said: "The business of going out of business must
continue."

                           *     *     *

Andy Sullivan and Kim Dixon at Reuters report that the House of
Representatives on Tuesday voted to extend government funding for
two more weeks.  Reuters said the move would avert a federal
shutdown but do nothing to resolve a bitter debate over the
federal budget.

According to Reuters, the Democratic-led Senate agreed to vote on
the House-passed measure at 11 a.m. EST (1600 GMT) on Wednesday.
Senior aides said the Senate would give it final congressional
approval, clearing the way for President Barack Obama to sign the
bill into law.

Reuters also notes that current funding is due to expire on
Friday.  The bill drafted by House Republican leaders, which
passed by a vote of 335-91, would give President Obama and
Congress until March 18 to agree on funding levels for the rest of
this fiscal year that ends on Sept. 30.


* James Barz Joins Robbins Geller Rudman & Dowd LLP
---------------------------------------------------
Robbins Geller Rudman & Dowd LLP disclosed that Chicago trial
lawyer and former assistant U.S. Attorney James E. Barz has joined
the firm as a partner.

"We are honored that Jim has decided to join the firm," said
Robbins Geller's Darren Robbins.  "Barz's substantial trial and
appellate experience as a prosecutor and complex civil litigator
will prove invaluable to Robbins Geller's clients."

Robbins Geller currently represents hundreds of institutional
investors across the globe, including some of the largest pension
funds in the United States, Canada and the European Union.
According to RiskMetrics, Robbins Geller has secured more
recoveries for aggrieved shareholders than any other plaintiffs'
securities firm in each of the past three years.

"I'm extremely proud to join the terrific lawyers at Robbins
Geller, including many other former prosecutors, who have
successfully prosecuted the largest securities class action
recovery in history (over $7 billion for Enron shareholders) and
the largest options backdating class action win in history (nearly
$1 billion for UnitedHealth shareholders)," said Barz.  "It was a
natural fit, given the number of significant cases the firm has in
the Northern District of Illinois, and the firm's willingness to
take cases to trial to maximize recoveries for its clients, as
exemplified by the historic jury verdict Robbins Geller won for
shareholders in the Household case."

Barz brings significant trial experience to the firm, having
served as lead counsel in numerous jury trials as a partner at
Mayer Brown LLP and an assistant United States Attorney in
Chicago.  As a federal prosecutor, he served in the General
Crimes, Money Laundering and Forfeiture, and Public Corruption
Sections, prosecuting complex financial and accounting frauds, tax
offenses, bankruptcy fraud, money laundering offenses, and public
corruption cases, and successfully secured convictions in every
trial he prosecuted.

A registered CPA and ICPAS Excel Award winner, Barz graduated
first in his class from Loyola University Chicago's School of
Business Administration and with honors from Northwestern
University School of Law where he currently teaches Trial Advocacy
as an Adjunct Professor.


* Jeffrey Chadwick Joins McGuireWoods Chicago Office
----------------------------------------------------
Bankruptcy Law360 reports that McGuireWoods LLP said Monday it was
expanding its bankruptcy practice with the addition of a former
Katten Muchin Rosenman LLP attorney to the firm's Chicago office.

The firm said Jeffrey Chadwick would join the Chicago operation's
restructuring and insolvency department as a partner, focusing on
bankruptcy, reorganization and creditors' rights, according to
Law360.


* Jones Day's Bapna & Kirkland's Ginzburg Move to Quinn Emanuel
---------------------------------------------------------------
In a declaration filed in the Chapter 11 cases of Lehman Brothers
Holdings Inc., Susheel Kirpalani, Esq., a member of Quinn
Emanuel Urquhart & Sullivan LLP, in New York, disclosed that
Abhishek Bapna and Maria Ginzburg joined the firm as associate
and partner, respectively.

Mr. Bapna was an associate at Jones Day LLP prior to joining
Quinn Emanuel.  While at Jones Day, he represented Lehman
Brothers Holdings Inc. and its affiliated debtors in litigation
matters including two lawsuits they filed against Nomura
International PLC and Nomura Securities Co. Ltd.

Meanwhile, Ms. Ginzburg was formerly a partner at Kirkland &
Ellis LLP.  She represented the liquidators of Lehman Brothers
Australia Limited while at Kirkland.

Mr. Bapna's representation of the Debtors and Ms. Ginzburg's
representation of the liquidators ceased upon joining Quinn
Emanuel, according to the declaration.

The Official Committee of Unsecured Creditors in Lehman Brothers
Holdings' Chapter 11 cases retained Quinn Emanuel as special
counsel.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as bankruptcy counsel to the Creditors Committee.  Houlihan Lokey
Howard & Zukin Capital, Inc., is the Committee's
investment banker.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  INTERNATIONAL COUNCIL OF SHOPPING CENTERS
     Debt Workout, Transactions, and Repositioning of
     Distressed Assets
        The Wharton School, University of Pennsylvania,
        Philadelphia, Pa.
           Contact: 1-646-728-3468 or www.icsc.org/2011UV

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 21, 2011

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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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