TCR_Public/110304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 4, 2011, Vol. 15, No. 62

                            Headlines


9401 SOUTHWEST: Section 341(a) Meeting Scheduled for March 31
9401 SOUTHWEST: Taps Hoover Slovacek as Bankruptcy Counsel
ACCREDITED HOME: Plan Outline Hearing March 24; Recoveries Hiked
ADVANTA CORP: Joint Plan of Liquidation Effective
ALCOA INC: Moody's Changes Outlook to Stable; Affirms 'Ba1' Rating

ALLY FINANCIAL: John Durrett Appointed to Board of Directors
AMBAC FINANCIAL: Plan Filing Exclusivity Extended to July 6
AMBAC FINANCIAL: Bankr. IDR Protocol for Suit vs. IRS Okayed
AMERICA WEST: Planning to Raise $16-Mil. From Equity Offerings
AMERICAN SEAFOODS: Moody's Assigns 'Ba3' Rating to $467 Mil. Loan

ASARCO LLC: Claims Objection Deadline Extended to March 22
ASARCO LLC: Faces Opposition to $12,000 in Transcript Bills
ASG CONSOLIDATED: S&P Affirms Corporate Credit Rating at 'B'
AVANTAIR INC: Incurs $4.06 Million Net Loss in 2nd Quarter
BEAUFORT COMMERCE PARK: Options Mulled as Foreclosure Looms

BERNARD L MADOFF: Picard Hits Jewish Group in Clawback Suit
BLM AIR CHARTER: Wins Plan Exclusivity Extension Until June 30
BUTTERMILK TOWN: Plan Exclusivity Extended Until April 22
BUTTERMILK TOWN: Plan Confirmation Hearing Not Yet Scheduled
CABI NEW RIVER: Files Schedules of Assets & Liabilities

CABI NEW RIVER: Has Access to Cash Collateral Until May 1
CABI NEW RIVER: Wins Nod to Hire Bilzin Sumberg as Counsel
CANO PETROLEUM: Jeffrey Johnson Resigns From Board of Directors
CARLISLE APARTMENTS: Files Schedules of Assets and Liabilities
CARLISLE APARTMENTS: Wins Approval for Gordian as Fin'l Advisor

CARLISLE APARTMENTS: Wins Approval for Squire Sanders as Counsel
CENTRO NP: S&P Puts 'CCC+' Corp. Rating on CreditWatch Positive
COMMERCIAL VEHICLE: 2011 Bonus Plan for Executives Approved
COMPOSITE TECHNOLOGY: Inks Loan Agreement for Bridge Loan
CONSOL ENERGY: Moody's Affirms 'Ba3' Corporate Family Rating

CONSOL ENERGY: S&P Affirms 'BB' Corporate Credit Rating
DBSD N.A.: Harbinger & Solus Propose to Buy, Combine TSN & DBSD
DBSD N.A.: Three Cornered Fight for Control in the Offing
DEVELOPERS DIVERSIFIED: Fitch Puts 'BB' Rating to $300 Mil. Notes
DUNE ENERGY: Reports Year-End 2010 Reserves & Operational Update

ECLIPSE AEROSPACE: Production Line Group's Claim Goes to Trial
EMISPHERE TECHNOLOGIES: Michael Garone Appointed Interim CEO
ENERGY FUTURE: Presents at JPMorgan Conference
ENIVA USA: Files for Chapter 11 Protection to Avert Eviction
ENIVA USA: Case Summary & 20 Largest Unsecured Creditors

FIRST INDUSTRIAL: Moody's Affirms 'Ba3' Rating on Sr. Unsec. Debt
FIRST SECURITY: Names Corp. Controller Haddock as Acting CFO
FORD MOTOR: Reports $6.56 Billion Net Income in 2010
FORUM HEALTH: Committee Protests Case Dismissal Request
FREDDIE MAC: Reports January 2011 Volume Summary

GC MERCHANDISE: Voluntary Chapter 11 Case Summary
GLOBAL TEL*LINK: S&P Assigns 'B' Rating to $455 Mil. Loan
GOTTSCHALKS INC: Chapter 11 Liquidation Plan Effective
GREEN STREET: Set to Emerge From Chapter 11 Bankruptcy
GRUPO GICSA: Moody's Affirms 'B1' Global Scale Issuer Rating

GULFSTREAM INT'L: Asks Court to Set Admin. Expense Bar Date
GULFSTREAM INT'L: Wants Until June 2 to Decide on Unexpired Leases
HAWKER BEECHCRAFT: Appoints Patrick Kelly as Interim CFO
HEALTHSOUTH CORP: Moody's Retains 'B1' Corporate Family Rating
HEALTHSOUTH CORP: Note Upsizing Won't Affect S&P's 'B+' Rating

HERCULES OFFSHORE: To Amend $475-Mil. and $175-Mil. Loans
HESS-TRIGARD: Probe Nears End; Faces Suit Over Nonperformance
HOMELAND SECURITY: SEC Inks Indemnification Pact with President
HOPE SPRINGS: Can Use U.S. Bank Collateral Until April 30
HOVNANIAN ENTERPRISES: SVP & CAO P. Buchanan to Retire on May 6

J&J WAREHOUSE: Case Summary & 15 Largest Unsecured Creditors
JB BOOKSELLERS: Wants Lease Decision Period Extended to June 9
JEFFERSON COUNTY: To Tap FTI Consulting as Advisors
JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-'
JONES GROUP: Moody's Assigns 'Ba3' Rating to $300 Mil. Notes

JONES GROUP: S&P Assigns 'B+' Rating to Senior Unsecured Debt
JORMAC ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
JS WESTON: Court Denies Motion to Employ Rodney Salvati as Counsel
JS WESTON: Creditor SunTrust Mortgage Seeks Relief from Stay
JS WESTON: Receiver Taps James Ink to Conduct Engineering Study

JS WESTON: U.S. Trustee Wants Case Dismissed for Cause
K-V PHARMACEUTICAL: Signs Deal for $32 Mil. Private Placement
LACK'S STORES: Going Out of Business Sales Gross $35 Million
LAWRENCE BUILDING: Gets Last Chance to Sell Building
LEED CORP: Files Ch. 11 Plan; Unsecureds to Get 50% of Net Profit

LEED CORP: Files Stipulation for Stay Relief & Adequate Protection
LKBJ INC: Files for Chapter 7 Bankruptcy Protection
MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $170 Mil. Notes
MESA AIR: Reorganization Plan Declared Effective March 1
MESA AIR: Has Stipulations on Date Airframe and Engine Use

MGM RESORTS: Widens Net Loss to $1.44 Billion in 2010
MGM RESORTS: Moody's Upgrades Corporate Family Rating to 'B3'
MIDWAY GAMES: Liquidating Trust Makes Second Distribution
MILACRON INC: Noteholders Can't Pursue Claims v. D&Os
MILLENNIUM TRANSIT: Court Confirms Plan of Reorganization

MOMENTIVE SPECIALTY: Files Form 10-K; Profits at $214MM in 2010
MT. FUGI: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: EU Backs Ericsson's $65M Purchase of Nortel Unit
OLDE POINT: Members Discuss Club's Future
PACIFIC SHORES: Prepack Disclosure Statement Needs Revision

PAWNSHOP MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
PAWNSHOP OPERATING: Case Summary & 20 Largest Unsecured Creditors
PERRY ELLIS: S&P Affirms Corporate Credit Rating at 'B+'
PINE TREE: Case Summary & 20 Largest Unsecured Creditors
POSTMEDIA NETWORK: S&P Raises Rating on US$275 Mil. Notes to 'B'

PPL CAPITAL: CN UK Deal Cues Fitch to Affirm 'BB+' Rating
PRECISION OPTICS: Sells $600,000 of 10% Senior Secured Notes
QUANTUM FUEL: To Issue Shares to Satisfy $750,000 Debt
QUANTUM CORP: S&P Raises Corporate Credit Rating to 'B'
REGAL ENTERTAINMENT: Reports $77.30 Million Net Income in 2010

ROTECH HEALTHCARE: Incurs $4.20 Million Net Loss in 2010
SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating to $700 Mil. Notes
SANDRIDGE ENERGY: S&P Assigns 'B' Rating to $700 Mil. Offering
SEP RIVERPARK: Hiring of Broker Hits Roadblock
SEP RIVERPARK: Hearing on Cash Collateral Motions Resume March 8

SKINNY NUTRITIONAL: Bakhshi Buys 10-Mil. Shares at $0.03 Apiece
SEALY CORP: FMR LLC Discloses 13.940% Equity Stake
SOUTHWEST GEORGIA: Taps McGladrey & Pullen as Accountant
SPANISH BROADCASTING: Mariner, et al., Hold 5.59% Equity Stake
SUFFOLK REGIONAL: Plans to File For Ch. 9 Bankruptcy Protection

SUNRISE SENIOR: FMR LLC Discloses 14.884% Equity Stake
SUPERIOR BOAT: Airgas Suit to Proceed Against Non-Debtor
TAYLOR BEAN: Former Colonial Exec. Pleads Guilty to $2-Bil. Fraud
TEE INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
TELX GROUP: Moody's Assigns 'B1' Rating to $50 Mil. Senior Loan

TELX GROUP: S&P Affirms 'B-' Rating on $50 Mil. Senior Loan
TERRESTAR NETWORKS: Harbinger & Solus Lay Out Plans for DBSD & TSN
TRIUS THERAPEUTICS: Study of Torezolid Has Positive Results
VALEANT PHARMACEUTICALS: Moody's Puts Ba3 Rating on $1.5BB Notes
VALEANT PHARMACEUTICALS: S&P Puts 'BB-' Rating on $500 Mil. Notes

VAUGHAN CO: SEC Wins Judgment for Disgorgement
VITRO SAB: Posts MXN754 Million Net Loss in 2009
WARNER MUSIC: 12 New Directors Elected at Annual Meeting
WENTWORTH HILLS: Meeting of Creditors Set For March 23
WESTMORELAND COAL: S&P Assigns 'CCC+' Corporate Credit Rating

WINDSTREAM CORPORATION: Fitch Puts 'BB+' Rating on $600 Mil. Notes
WINDSTREAM CORPORATION: Moody's Puts 'Ba3' Rating on $600MM Notes
WINDSTREAM CORP: S&P Assigns 'B+' Rating to $600 Mil. Senior Notes
X'TREME PLASTERING: Files for Chapter 7 Bankruptcy Protection
YRC WORLDWIDE: Has Non-Binding Term Sheet for Restructuring

* February Consumer Bankruptcy Filings Up 11% From Previous Month
* Municipal Bond Defaults Estimated at $100 Billion

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


9401 SOUTHWEST: Section 341(a) Meeting Scheduled for March 31
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of 9401
Southwest Houston, LLC's creditors on March 31, 2011, at
10:00 a.m.  The meeting will be held at Suite 3401, 515 Rusk Ave,
Houston, TX 77002.

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.

Houston, Texas-based 9401 Southwest Houston, LLC, owns a 95%
interest in an office building at 9401 Southwest Freeway, Houston,
Harris County, Texas 77074.  It filed for Chapter 11 bankruptcy
protection on Feb. 23, 2011 (Bankr. S.D. Tex. Case No. 11-31519).
Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


9401 SOUTHWEST: Taps Hoover Slovacek as Bankruptcy Counsel
----------------------------------------------------------
9401 Southwest Houston, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Hoover Slovacek LLP as bankruptcy counsel.

HSLLP will, among other things:

     a. assist, advise and represent the Debtor relative to the
        administration of the Debtor's Chapter 11 case;

     b. assist, advise and represent the Debtor in analyzing the
        Debtor's assets and liabilities, investigating the extent
        and validity of liens and participating in and reviewing
        any proposed asset sales or dispositions;

     c. attend meetings and negotiate with the representatives of
        the secured creditors; and

     d. asst the Debtor in the preparation, analysis and
        negotiation of any plan of reorganization and disclosure
        statement accompanying any plan of reorganization.

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

        Edward L. Rothberg                       $380
        Annie Catmull                            $310
        Melissa Haselden                         $260
        T. Josh Judd                             $235
        Legal Assistants/Paralegals            $80-$135

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

Houston, Texas-based 9401 Southwest Houston, LLC, owns a 95%
interest in an office building at 9401 Southwest Freeway, Houston,
Harris County, Texas 77074.  It filed for Chapter 11 bankruptcy
protection on Feb. 23, 2011 (Bankr. S.D. Tex. Case No. 11-31519).
The Debtor estimated its assets and debts at $10 million to
$50 million.


ACCREDITED HOME: Plan Outline Hearing March 24; Recoveries Hiked
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 24, 2011, to consider approval of the
Third Amended Disclosure Statement with respect to the proposed
Second Chapter 11 Plan of Liquidation of Accredited Home Lenders
Holding Co.  Objections to the adequacy of the information in the
Disclosure Statement are due March 21.

According to the Third Amended Disclosure Statement, at the
beginning of the bankruptcy cases in May 2009, the Debtors and
their advisors expected returns of 5% to 10% to unsecured
creditors.  The housing crisis had increased the Debtors'
liabilities while depleting the value of the Debtors' remaining
assets.

Now, the Debtors and their advisors expect unsecured creditors of
the operating companies to receive significant recoveries that
very well may reach 100%, and expect unsecured creditors at the
holding company level to receive recoveries of approximately 65%.

The improvements in estimated unsecured creditor recoveries from
5% to 10% to 65% to 100% is attributed to the global settlement
reached between the Debtors, their major creditor constituencies,
and their potential litigation targets.  If the Plan is confirmed,
this settlement will prevent the resources of the Debtors' estates
and creditors from being used to fund uncertain and expensive
litigation, instead of payments to creditors.

Confirmation of the Plan and approval of the global settlement
depend upon a sufficient number of creditors cast ballots
accepting the plan and the global settlement, including the
creditor releases.

The Plan substantively consolidates the assets and liabilities of
Accredited Home Lenders Holding Co. -- Holdco -- with those of its
wholly owned subsidiary, Vendor Management Services, LLC --
Consolidated Holdco.  While the Plan does not contemplate the
continuation of the Debtors' collective businesses, it does
contemplate the continuation of Consolidated Holdco for the
limited purposes provided for under the Plan.  The Plan:

   (i) incorporates and implements the Plan Support Agreement and
       Term Sheet entered by the Debtors, the Committee, and
       various creditors and parties-in-interest;

  (ii) appoints a Plan Administrator to liquidate the
       assets of Consolidated Holdco and distribute the proceeds
       of those assets to creditors of Consolidated Holdco
       pursuant to the terms of the Plan;

(iii) substantively consolidates the assets and liabilities of
       Accredited Home Lenders, Inc., Inzura Insurance Services,
       Inc. and Windsor Management Co. -- Consolidated Debtors;

  (iv) establishes a Liquidating Trust that will acquire the
       Consolidated Debtors Assets, liquidate those assets, and
       distribute the proceeds of those assets to the creditors of
       the Consolidated Debtors pursuant to the terms of this
       Plan;

   (v) resolves the intercompany claims of the Consolidated
       Debtors and Consolidated Holdco;

  (vi) settles all claims that the Debtors may have against Lone
       Star Entities (including certain potential claims against
       current and former officers and directors of the Debtors
       and pre-petition professionals and restructuring advisors
       of the Debtors) in exchange for payments from the Lone Star
       Entities, their insurers, and insurers of the Debtors to
       certain of the Debtors and certain creditors in amounts
       exceeding of $49,750,000 and the subordination or waiver of
       the Claims asserted by the Lone Star Entities that have
       been asserted in the approximate amount of $100,000,000;
       and

(vii) provides for the release of certain claims of the Debtors
       and certain creditors against the Lone Star Entities and
       for the mutual release of various potential claims
       amongst the Debtors, the Lone Star Entities, and various
       parties to the Plan Support Agreement and Term Sheet.

                        Claim Recoveries

Holders of claims against, or interests in, Consolidated Holdco
will have these recoveries:

   * All holders of unsecured claims will receive a 100% recovery.

   * Holders of all allowed unsecured claims aggregating
     $20 million held by the REIT will recover 63% to 87%.

   * Holders of convenience claims aggregating $1.9 million to
     $2 million will recover 65%.

   * Holders of all claims arising from or related to any
     securities or promissory notes issued by the Accredited
     Preferred Securities Trust I aggregating $60 million will
     receive 70 cents on the dollar, up from the 24% to 30%
     estimated in the previous Disclosure Statement.

   * All claims arising from the REIT preferred holder's
     subordinated guaranty claim aggregating $102 million will
     receive nothing.

   * Holders of all interests won't receive any distributions.

Holders of claims against, or interests in, the Consolidated
Debtors will have these recoveries:

  -- Holders all allowed unsecured claims aggregating $104 million
     to $107 million will recover 100%, up from the estimated 67%
     recovery in the previous Disclosure Statement.

  -- All allowed unsecured claims held by the Lone Star Entities
     won't be paid with anything, pursuant to the global
     settlement.

  -- Holders of convenience claims will recover 75%.

  -- Holders of REIT Junior claims aggregating $15 million will
     recover up to 20%.

  -- Holders of all interests won't receive anything.

A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/AHL_3rd_Amended_DS.pdf

                       About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

As reported in the Troubled Company Reporter on Jan. 4, 2011, the
Debtors filed a proposed Plan of Liquidation and a Disclosure
Statement explaining that twice-amended plan.  The Plan does
not contemplate a continuation of the Debtors' collective
businesses.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


ADVANTA CORP: Joint Plan of Liquidation Effective
-------------------------------------------------
BankruptcyData.com reports that Advanta Corp.'s Joint Plan of
Liquidation as modified became effective, and the Company emerged
from Chapter 11 protection.

As reported in the Troubled Company Reporter on Feb. 15, 2011,
Advanta Corp. obtained an order from Bankruptcy Judge Kevin Carey
confirming its Chapter 11 plan.  The Plan was unanimously approved
by seven of the 11 creditor classes.  The official committee of
unsecured creditors asked creditors to vote in favor of the Plan.

Under the Plan, holders of $140.6 million in unsecured notes could
be paid in full.  General unsecured creditors, with as much as
$180.6 million in claims, could recover up to 71.3%.  The Plan
creates six trusts that will liquidate and distribute to creditors
and equity holders most of the Debtors' assets.  A seventh trust
will hold stock of Advanta, which will continue to own the stock
of its Debtor-subsidiary, ASC, and a non-Debtor subsidiary, ABHC,
along with some cash and a certain portion of Advanta's portfolio
of business credit card receivables.  The bankruptcy judge in
Delaware signed the confirmation order on Feb. 11.

                       About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- issues business
purpose credit cards to small businesses and business
professionals in the United States. Advanta primarily funds and
operates its business credit card business through Advanta Bank
Corp., which offers a range of deposit products that are insured
by the Federal Deposit Insurance Corporation.

In June 2009, the FDIC placed significant restrictions on the
activities and operations of Advanta Bank, as the Bank's capital
ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as the Debtor's
bankruptcy counsel.  Alvarez & Marsal is the financial advisor.
The Garden City Group, Inc., is the claims agent.  The filing did
not include Advanta Bank.  The petition said that Advanta Corp.'s
assets totaled $363,000,000 while debts totaled $331,000,000 as of
Sept. 30, 2009.


ALCOA INC: Moody's Changes Outlook to Stable; Affirms 'Ba1' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Alcoa
Inc. and its subsidiary Alcoa Trust 1 to stable from negative.  At
the same time, Moody's affirmed Alcoa's ratings, including the
Baa3 senior unsecured rating and the Prime-3 short term rating, as
well as the (P)Ba1 rating of Alcoa Trust 1's preferred stock
shelf, guaranteed by Alcoa.

Alcoa's rating considers its position as one of the largest
integrated producers globally, holding a commanding position in
the alumina industry, a leading position as a provider of primary
aluminum and important positions in a wide variety of markets
served by its midstream (Flat Rolled Products) and downstream
(Engineered Products and Solutions) segments.  Factored into the
rating is the focus the company continues to maintain on cost
reduction and cost control.  A meaningful level of savings has
been achieved from improved efficiency and productivity in the
smelting system, including the permanent idling of approximately
300,000 metric tons of capacity.  This, together with a better
price environment has contributed to the primary metals segment
evidencing improving performance and EBITDA/ton, despite
relatively flat to modestly down year-on-year volumes.  Although
Moody's expect cost creep in various input costs such as energy
and caustic soda, a significant portion of savings achieved in
2009 and 2010 is believed sustainable, better positioning the
company for ongoing improvement in earnings and cash flow
generation as the aluminum industry continues to slowly recover,
particularly in the U.S., which typically accounts for at least
50% of Alcoa's revenues.

Although credit metrics currently remain outside levels for a
Baa3 rating, they continue to show appropriate directional trends.
In addition, Alcoa's leverage position, as measured by the
debt/EBITDA ratio continues to improve not only on strengthening
EBITDA, but also reflective of the reduction in absolute debt
levels.  Moody's anticipate that this trend will continue in 2011
and that debt/EBITDA will end the year in the range of 3.5x, more
appropriate for its rating level.  The company's liquidity and
modest debt maturities in 2011 are further considerations in the
rating.

Alcoa's stable outlook reflects Moody's expectation that a)
performance in the alumina segment will show acceptable growth in
2011 on global increases in aluminum production, b) performance in
the primary metals segment will also advance, albeit modestly on
strengthening demand and hence production profiles, and c) that
the flat rolled and engineering products and solutions segments
will also benefit from improving end market demand, particularly
in aerospace, automotive and packaging.  The outlook also
acknowledges Moody's view that aluminum demand and price levels
will remain supportive of improving performance trends, although
Moody's expect the road to full recovery to be only gradual
throughout 2011.  Also incorporated in the outlook is Moody's
expectation that Alcoa will continue to manage the use of debt in
its capital structure in a disciplined fashion.

An upgrade is unlikely over the next twelve to fifteen months
given that the metrics currently track outside the company's
rating and are expected to only come in line over this time
horizon.  However, should the company demonstrate sustainable
debt/EBITDA of less than 3x, EBIT/interest greater than 5x and
cash from operations minus dividends/debt of at least 25%; the
rating could be favorably impacted.

Inability to continue to reflect improving trends, a reversal in
aluminum price improvement and favorable demand trends, or a
material contraction in liquidity would likely have a negative
impact on the rating.  Continued debt/EBITDA greater than 3.5x,
EBIT/interest less than 4x and operating cash flow less
dividends/debt be less than 20%, could result in negative rating
impact.

The last rating action on Alcoa was March 30, 2010, when the
ratings were confirmed and the outlook changed to negative from
stable.

Headquartered in New York City, New York, Alcoa is a leading
global producer of alumina, primary aluminum, and downstream
products.  Alcoa generated revenues of $21 billion in the year
ended Dec. 31, 2010.


ALLY FINANCIAL: John Durrett Appointed to Board of Directors
------------------------------------------------------------
Ally Financial Inc. announced that John D. Durrett, 62, has been
appointed to its board of directors by the U.S. Department of the
Treasury, effective immediately.

"John is a seasoned leader and will be a valued addition to the
Ally Board," said Ally Chairman Franklin (Fritz) Hobbs.  "He
brings extensive experience as both a senior executive and as an
advisor to various leading companies.  We are pleased to have him
join the Ally board as the company continues its transformation."

Durrett currently serves as a strategic advisor to Serent Capital,
a San Francisco-based private equity firm, and sits on the boards
of two of Serent's portfolio companies.  Durrett is a director
emeritus of McKinsey & Co., Inc., and completed his 27-year career
with the firm in 2007.  He served in numerous senior leadership
positions during his tenure at McKinsey and also served as a
member of the firm's Shareholder's Council and chaired its Finance
and Infrastructure Committee. Durrett was also a long-time member
of McKinsey's Compensation Committee and the Director's and
Principal's Review Committees.

Durrett received a bachelor's degree from Millsaps College, a
juris doctorate from Emory University and a master's degree in
business administration from the Wharton School of the University
of Pennsylvania.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMBAC FINANCIAL: Plan Filing Exclusivity Extended to July 6
-----------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York signed a formal order on
February 28, 2011, extending Ambac Financial Group, Inc.'s
exclusive periods:

  (i) to file a Chapter 11 plan in its bankruptcy case through
      July 6, 2011; and

(ii) to solicit acceptances for that plan through September 6,
      2011.

The four-month exclusivity extension granted by the Court is two
months shy of the original six-month period the Debtor sought for
plan filing.

The Court heard the contentions of the Debtor and the Official
Committee of Unsecured Creditors at a seven-hour hearing last
February 18, 2011.  The Debtors asserted that it needed the six-
month period to iron out disputes among itself; its creditors;
Wisconsin regulators that oversee the rehabilitation proceedings
of its operating unit, Ambac Assurance Corporation; and the
Internal Revenue Service.  The Creditors' Committee, on the other
hand, said any exclusivity extension should be limited to 30
days.

Among the concerns taken up by the Creditors' Committee is that
the Debtor might be headed for liquidation if a plan is not filed
in the next six months.

The Court's extension ruling is without prejudice to the Debtor's
right to seek additional extensions of the Exclusive Periods.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Bankr. IDR Protocol for Suit vs. IRS Okayed
------------------------------------------------------------
Judge Shelley Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Ambac Financial Group,
Inc. to implement alternative dispute resolution procedures in the
adversary proceeding the Debtor commenced against the U.S.
Internal Revenue Service.

The IRS previously expressed its objection to the implementation
of the ADR Procedures, complaining that it was left out in
discussions for the itemization of those procedures.

Under the Adversary Complaint, the Debtor seeks a declaratory
judgment on whether the IRS can seize some $700 million in tax
refunds.

Judge Chapman also signed a scheduling order to govern the IRS
Adversary Proceeding.  The Bankruptcy Court-approved deadlines
are:

* March 4, 2011           Deadline to file initial disclosures
                           required pursuant to Rule 26(a) of
                           the Federal Rules of Civil
                           Procedure.  Deadline by which
                           Production Requests must be served.

* April 1, 2011           Deadline to file responses to
                           Production Requests.

* June 15, 2011           Date by which fact depositions must
                           be completed.  Deadline to serve
                           requests for admissions.

* June __,  2011          Date of Status Conference to be held.

* June 30, 2011           Deadline for Plaintiff and
                           Defendant's expert disclosures under
                           Civil Rule 26(a)(2)(A).

* July 15, 2011           Deadline to serve rebuttal expert
                           reports.

* August 5, 2011          Deadline to complete expert
                           depositions.

* August 5, 2011          Deadline to complete discovery.

* September 16, 2011      Deadline to serve all dispositive
                           motions.

Pursuant to a further order from the Bankruptcy Court or upon
agreement of the parties, counsel for the Parties are ordered to
confer and file with the Bankruptcy Court a pretrial order,
stating their readiness for trial, the amount of time which the
Bankruptcy Court should allocate for trial, and the calendar
period for the trial.

Judge Chapman clarified that nothing in the Scheduling Order will
prejudice or otherwise affect the motion to withdraw the
reference filed by the IRS before Judge Paul G. Gardephe of the
U.S. District Court for the Southern District of New York.

Judge Chapman ruled that compliance with the ADR Procedures is
mandatory in the Adversary Proceeding against the IRS before the
Bankruptcy Court.  While no party is required to settle or
compromise any dispute or enter into a settlement, each party
must engage in the specified communications to discuss
settlement; participate in mediation in good faith; and otherwise
comply with the ADR Procedures, Judge Chapman made clear.

The Debtor or the IRS the may seek, no later than March 12, 2011,
an initial telephonic settlement conference by written request.
The conference is to be held within 10 days of the receipt of the
request.  If an acceptable date cannot be achieved through this
process, the parties will immediately proceed to mediation.  Only
the Debtor, the IRS, the Official Committee of Unsecured
Creditors Committee, and representatives of those parties will be
entitled to participate in the Initial Settlement Conference,
which will last at least an hour.

Unless all issues in the Adversary Proceeding are settled at an
earlier date, mediation in the case will commence May 1, 2011
without regard to whether a Settlement Conference has been held
or requested or if a Settlement Conference is scheduled to occur.
If the parties cannot agree upon a mediator by March 18, 2011,
the Bankruptcy Court will appoint a mediator and alternate
mediator.  All mediation proceedings will take place in New York.

Counsel may appear on behalf of the parties provided that a
principal for each party who would have a major role in
submitting a recommendation to the individuals with the ultimate
Decision-making responsibility is available by telephone to
discuss settlement.  The Creditors' Committee may attend and
participate in all mediations.

Mediation must be completed no later than 30 days after the close
of fact discovery.

             AFG Withdraws Motion to Enforce TRO

The Debtor withdrew its motion to enforce a stipulated temporary
restraining order against the IRS.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERICA WEST: Planning to Raise $16-Mil. From Equity Offerings
--------------------------------------------------------------
America West Resources, Inc., in a letter to bridge lenders on
Feb. 14, 2011, said that its coal sales backlog is almost $200
million over the next five years, with options to sell additional
coal for a total of up to $500 million over the next decade.  The
Company previously announced its projected backlog in a press
release dated Jan. 13, 2011.

The Company also reported to its bridge lenders that it has
obtained and deployed a second continuous mining unit in the
Horizon Mine, which will begin producing coal during February
2011.  The Company expects to ramp up that miner over the next
several weeks with the expectation to achieve cash flow positive
operations.  The Company announced the deployment of the
continuous miner and its anticipation of achieving cashflow
positive operations in its press release dated Feb. 22, 2011.

Additionally, the Company reported to its bridge lenders that it
intends to conduct an equity financing of approximately $6 million
beginning in February or March 2011, to be followed by an offering
of at least an additional $10 million.  The offerings will be
conducted pursuant to exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended, and Regulation D promulgated
thereunder.  The proceeds from the first offering will be used to
rebuild and deploy an additional miner at the Horizon Mine.  The
proceeds from the second offering will be used to pay back the
Company's bridge loans, clean up the Company's balance sheet, and
continue to optimize the Company's Horizon Mine operation.  There
is no assurance that either financing will be completed.

The Company also advised its bridge lenders of its plan is to
begin the application process to list on a major exchange (Amex or
NASDAQ) as soon as possible following the first offering.  There
is no assurance that any such application will be successful.

                        About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company's balance sheet at Sept. 30, 2010, showed
$17.55 million in total assets, $28.50 million in total
liabilities, and a stockholders' deficit of $10.94 million.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted that
the Company has a working capital deficit and has incurred
significant losses.

The Company reported a net loss of $8.70 million on $11.01 million
of revenue for 2009, compared with a net loss of $6.58 million on
$7.30 million of revenue for 2008.


AMERICAN SEAFOODS: Moody's Assigns 'Ba3' Rating to $467 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to American
Seafoods Group LLC's proposed $467 million senior secured bank
credit facility.  All other ratings, including the B2 corporate
family rating, have been affirmed.  The rating outlook remains
stable.

These ratings were assigned:

  -- Ba3 (LGD2, 24%) to the proposed $85 million senior secured
     revolver due 2016;

  -- Ba3 (LGD2, 24%) to the proposed $100 million senior secured
     term loan A due 2016; and

  -- Ba3 (LGD2, 24%) to the proposed $282 million senior secured
     term loan B due 2018.

The ratings on the proposed bank credit facility have been
assigned subject to review of final documentation.

These ratings were affirmed:

  -- B2 corporate family rating;

  -- B2 probability of default rating;

  -- B3 (LGD5, 72%) on the $275 million senior subordinated notes
     due 2016; and

  -- Ba3 (LGD2, 24%) on the existing $475 million senior secured
     bank credit facility.

The ratings on the existing credit facility will be withdrawn upon
completion of the refinancing.  Refer to Moody's Investors
Service's withdrawal policy, which can be found on Moody's Web
site, http://www.moodys.com.

                        Ratings Rationale

ASG's B2 corporate family rating continues to reflect the
company's high financial leverage, limited scale and
diversification and the volatility of its earnings and cash flows.
The volatility is driven by a combination of annual variations in
the U.S. Bering Sea Pollock quota, market pricing of its fish
products, primarily Pollock, and its foreign currency exposures.
These factors are mitigated by its strong market and high barriers
to entry, given its allocation of Pollock fishing rights in the
U.S. Bering Sea.  The increase in the total allowable catch in
2011 to 1.27 million tons from 813 thousand tons should enable ASG
to improve both earnings and free cash flow in 2011 despite an
expected decrease in per pound pricing.

The Ba3 ratings on the proposed senior secured bank credit
facility reflect its seniority in the capital structure, the
strength of the security package, which includes its fishing
rights and license agreements, and upstream and downstream
guarantees.

Moody's does not anticipate upgrading ASG prior to a permanent
reduction in leverage to roughly 5.0x coupled with clarity with
regards to the company's dividend policy following such a
deleveraging.  A reduction in the company's liquidity profile
and/or failure to maintain current earnings levels, in a year with
solid TAC levels, could result in heightened pressure on the
ratings.

The last rating action on ASG was the April 20, 2010 downgrade of
the CFR to B2 from B1.

ASG is the largest harvester of fish for human consumption in the
U.S. in terms of volume.  ASG harvests and processes a variety of
fish species aboard sophisticated catcher-processor vessels,
primarily in the U.S. Bering Sea, and at its land-based processing
facilities.  In the U.S., ASG is the largest harvester and at-sea
processor of pollock and Pacific whiting (hake).  ASG's revenues
in 2010 were approximately $430 million.


ASARCO LLC: Claims Objection Deadline Extended to March 22
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended through March 22, 2011, the deadline for Reorganized
ASARCO LLC and the ASARCO Plan Administrator to object to claims
pursuant to Section 14.2(a) of the Confirmed Plan of
Reorganization, with no change effected to Section 14.2(b) of the
Plan, except as to the claim asserted by Colorado School of
Mines.

As previously reported, Colorado School of Mines opposed the
extension as applicable to its claim.

The Court sustained the Colorado School objection and denied the
extension request as it pertains to the Colorado School Claim.
Judge Schmidt ruled that the January 21, 2011 Claim Objection
Deadline will not be further extended as to the Colorado School
Claim.

Entry of the Court's order is without prejudice to the right of
either the Plan Administrator or Reorganized ASARCO to seek
further extensions of the deadline to object to Claims under
Section 14.2 of the Plan and Rule 9006(b) of the Federal Rules of
Bankruptcy Procedure.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Faces Opposition to $12,000 in Transcript Bills
-----------------------------------------------------------
Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
filed with the U.S. District Court for the Southern District of
Texas a Bill of Costs amounting to $12,970 for Appellees Asarco
Incorporated and Americas Mining Corporation.

The bill represents fees for printed or electronically recorded
transcripts necessarily obtained for use in the case.

      Transcript
     Hearing Date     Invoice Date         Amount
     ------------     ------------         ------
       08/07/10         08/10/09             $423
       08/10/10         08/12/09            1,603
       08/11/09         08/13/09            1,258
       08/12/09         08/20/09            1,430
       08/13/09         08/18/09              786
       08/17/09         08/19/09            1,258
       08/18/09         08/20/09            1,730
       08/19/09         08/21/09            1,046
       08/20/09         08/24/09            1,657
       08/21/09         08/25/09              193
       08/25/09         08/31/09            1,581
                                           ------
                                   TOTAL: $12,970

                          USW Objects

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, AFL-
CIO, relates that the Bill was submitted in connection with the
appeals taken by the Union, Sterlite (USA) Inc., and Sterlite
Industries (India) Ltd. from the District Court's November 13,
2009 Memorandum Opinion, Order of Confirmation, and Injunction,
which was affirmed by the Court of Appeals for the Fifth Circuit
in an Opinion and Judgment issued on December 13, 2010,
confirming a plan of reorganization sponsored by the Parent.

The Confirmation Order followed a hearing and Amended Report and
Recommendation to the District Court by the Bankruptcy Court for
the Southern District of Texas, and it is the transcripts of that
hearing, which took place over the course of several days in
August 2009, for which the Parent now seeks reimbursement,
Richard M. Seltzer, Esq., at Cohen, Weiss and Simon LLP, in New
York, tells Judge Hanen.

The Bill should be disallowed because it is untimely, and because
it seeks reimbursement for the costs of transcripts that the
Parent did not obtain for purposes of the appeals and did not
make part of the record on appeal, Mr. Seltzer argues.

Sterlite joins in USW's objection.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASG CONSOLIDATED: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Seattle, Wash.-based ASG Consolidated
LLC and its wholly owned operating subsidiary, American Seafoods
Group LLC.  The outlook is stable.

In addition, S&P assigned a 'BB-' issue-level rating and '1'
recovery rating to ASG Consolidated's proposed senior secured
credit facility.  The new $466.5 million facility consists of an
$85 million revolving facility due 2016, a $100 million term loan
A due 2016, and a $281.5 million term loan B due 2018.  Proceeds
will be used to refinance the company's existing senior secured
credit facility for interest cost savings.

S&P also affirmed its 'B' issue-level rating on the company's
senior subordinated notes.  The recovery rating remains '4', which
indicates S&P's expectation of average (30%-50%) recovery in the
event of a payment default.  S&P will withdraw the ratings on the
company's existing senior secured facility upon the close of this
transaction.

"The ratings reflect S&P's view of ASG Consolidated's vulnerable
business risk profile, high leverage, and 'aggressive' financial
policy," said Standard & Poor's credit analyst Bea Chiem.

The stable outlook reflects S&P's expectation that operating
performance will gradually improve as total allowable catch levels
return to historical averages and as prices rebound over the next
few years.

ASG is a vertically integrated seafood harvesting, processing, and
marketing company, operating catcher-processor vessels that
participate in the largest commercial fishery in U.S. waters.


AVANTAIR INC: Incurs $4.06 Million Net Loss in 2nd Quarter
----------------------------------------------------------
Avantair, Inc. announced financial results for the second quarter
of fiscal 2011 ended Dec. 31, 2010.

The Company reported a net loss of $4.06 million on $8.78 million
of
revenue for the three months ended Dec. 31, 2010, compared with a
net loss of $182,084 on $11.23 million of revenue for the same
period during the prior year.

The Company reported a net loss of $8.88 million on $17.98 million
of revenue for six months ended Dec. 31, 2010, compared with a net
loss of $1.55 million on $23.20 million of revenue for six months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2010 showed $114.81
million in total assets, $141.76 million in total liabilities,
$14.66 million in commitments and contingencies and $41.61 million
in total stockholders' deficit.

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

              http://ResearchArchives.com/t/s?744c

                       About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.  As of June 30, 2010, Avantair operated 55 aircraft
within its fleet, which is comprised of 46 aircraft for fractional
ownership, 5 company owned core aircraft and 4 leased and company
managed aircraft.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

Avantair reported a net loss of $4.0 million on $143.0 million of
revenue for the fiscal year ended June 30, 2010, compared with a
net
loss of $4.5 million on $136.8 million of revenue for the fiscal
year ended June 30, 2009.

Avantair said in the Form 10-Q for the quarter ended Sept. 30,
2010, that it has incurred losses since inception and may not be
able to generate sufficient net revenue from its business in the
future to achieve or sustain profitability.  At Sept. 30,
2010, the Company had approximately $6.9 million of unrestricted
cash on hand and assuming there is no change in recent sales and
expense trends, the Company believes that its cash position will
be sufficient to continue operations for the foreseeable future.


BEAUFORT COMMERCE PARK: Options Mulled as Foreclosure Looms
-----------------------------------------------------------
Brittany Shane, writing for WSAV News 3, reported that members of
Beaufort County Council as well as local business owners, and
officials from around Jasper County were all invited to the
Lowcountry Economic Network's board meeting last week.  The board
discussed its plan for economic development as well as what to do
about the Beaufort Commerce Park.

According to the report, council members were invited to discuss
what to do with the commerce park as it edges toward foreclosure.
The report relates options presented at the meeting included:
letting it foreclose, filing under chapter 11 bankruptcy, and
finally turning over the deed in lieu of foreclosure.

According to Ms. Shane, the Lowcountry Economic Network's board
voted unanimously to have its executive committee look at turning
over the deed in lieu of foreclosure.


BERNARD L MADOFF: Picard Hits Jewish Group in Clawback Suit
-----------------------------------------------------------
Bankruptcy Law360 reports that Irving Picard, the trustee for
Bernard L. Madoff's defunct investment firm, sued the American
Jewish Congress on Tuesday to recover more than $9.4 million in
phony profits the advocacy group and two related entities
allegedly took from Madoff's Ponzi scheme.

                      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.


BLM AIR CHARTER: Wins Plan Exclusivity Extension Until June 30
--------------------------------------------------------------
BLM Air Charter LLC received from the U.S. Bankruptcy Court for
the Southern District of New York order extending until June 30,
2011, the exclusive period to file a plan of reorganization, and
until Aug. 31, 2011, the exclusive period to solicit acceptances
of that plan.  The extension granted by the Debtor is without
prejudice to the Debtor requesting further extension at a later
date.

The Debtor sought an extension in order to continue its on-going
sales efforts for the aircraft subject to its 50% tenant-in-common
interest, and alternately, to the extent such efforts do not bear
fruit in the near future, to re-institute discovery timetables and
move forward with an adversary proceeding against the co-owner of
the aircraft.

                Sale Efforts, Lawsuit vs. Co-Owner

On Dec. 3, 2009, the Debtor commenced, and has since been
prosecuting, an adversary proceeding entitled BLM Air Charter LLC
v. BDG Aircharter, Inc. and Valley Commercial Capital, LLC, Adv.
Pro. No. 09-01904 (BRL), pursuant to which the Debtor is seeking
authority to sell both the Debtor's and BDG's interests in the
Aircraft under the 11 U.S.C. Sec. 363(h).

In the meantime, the Debtor is also actively seeking prospective
purchasers for either the Debtor's 50% interest in the aircraft,
or, upon a favorable resolution of the Adversary Proceeding, the
entire Aircraft.  To this end, the Debtor has retained J. Mesinger
Corporate Jet Sales, Inc., a private aircraft broker, for the
marketing of the Debtor's interest or the Aircraft, as
appropriate, which retention was approved by the Court on Oct. 18,
2010.

In addition to the Debtor's marketing efforts, the parties to the
Adversary Proceeding are currently involved in on-going settlement
negotiations with respect to a potential third party's purchase of
the Debtor's 50% interest in the Aircraft.  To pursue the
negotiations in earnest and avoid unnecessary litigation, the
parties temporarily suspended discovery.

                  Settlements with Key Creditors

The Debtor has successfully resolved disputes with its two main
creditors -- Rolls-Royce and Embraer Aircraft Customer Services,
Inc. -- and with Talon Air, Inc., the company responsible for the
management and chartering of the Aircraft.

Rolls-Royce and EACS had filed motions to compel the Debtor to
assume or reject their warranty and maintenance programs covering
the Aircraft and its engines.  After talks, the Debtor ultimately
reached court-approved agreements with both Rolls-Royce and EACS
whereby their contracts would remain in place, in exchange for the
payment by Debtor and BDG of all postpetition amounts owed to such
creditors.

In May 2001, Talon filed a motion to lift the automatic stay and
terminate its Aircraft Lease Agreement with the Debtor and BDG,
pursuant to which Talon is required to charter the plane to third
parties for a certain minimum number of hours each year and pay a
portion of all expenses related to the plane.  Talon also
previously filed a motion on in the bankruptcy case of Bernard L.
Madoff Investments Securities LLC (Case No. 08-01789) seeking to
lift the automatic stay in that case in order to terminate an
Aircraft Management Agreement with BLMIS and an affiliate of BDG,
pursuant to which Talon was required to provide management
services for, and hangaring of, the Aircraft.  After months of
negotiation, the parties agreed and entered into an interim
arrangement (retroactive to March 2010), whereby Talon will
continue to manage, hangar, and charter the plane, and the
revenues earned from such chartering will be used towards the
payment of Talon's fees and the other on-going expenses of the
plane.  Any remaining revenue after such fees and expenses is to
be used to pay down prepetition amounts owed to Rolls-Royce and
EACS under their respective agreements.  Further, in the event the
Debtor determines that the interim arrangement is no longer
beneficial to the estate, the Debtor has the right to terminate
the interim arrangement, and the terms of the Aircraft Chartering
Agreement would thereafter be reinstated.

                    About BLM Air Charter LLC

New York City-based BLM Air Charter LLC has a 50% tenant-in-common
interest in an Embraer Legacy 600, Model EMB-135 BJ aircraft, and
certain related aircraft accessories.  Bernard L. Madoff
Investment Securities LLC is the 100% economic owner of BLM and is
also BLM's largest creditor. The other co-owner of the Aircraft is
BDG Aircharter, Inc.

Pursuant to a corporate care agreement entered into on May 2008,
Rolls-Royce Corporation provides repair and maintenance services
for the Aircraft's engines.  BLM Air sought Chapter 11 protection
after When Rolls-Royce threatened to terminate the Agreement
absent full payment of all amounts due.

BLM filed for Chapter 11 on Nov. 12, 2009 (Bankr. S.D.N.Y. Case
No. 09-16757.)  In its petition, the Debtor estimated assets and
debts both ranging from $10,000,001 to $50,000,000.

The Debtor has tapped Howard L. Simon, Esq., and Regina Griffin,
Esq., at Windels Marx Lane & Mittendorf, LLP, in New York, serve
as bankruptcy counsel to the Debtor.  The Debtor filed an
application to hire J. Mesinger Corporate Jet Sales, Inc. as
aircraft broker effective Sept. 29, 2010.


BUTTERMILK TOWN: Plan Exclusivity Extended Until April 22
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Kentucky, Covington Division, has entered an order extending by
180 days, the exclusive period to solicit acceptances for
Buttermilk Towne Center, LLC's proposed Chapter 11 plan.  The
exclusive period is now set to expire April 22, 2011.  The
extension is without prejudice to a request by the Debtor for
additional extensions.

The Debtor has filed a proposed plan that promises to pay all of
the creditors' claims in full -- though payments will be made in
installments -- and retains the equity interests of the current
owners.  The disclosure statement explaining the proposed plan was
approved by the Court on Jan. 18.  The hearing to consider
confirmation of the Plan is yet to be scheduled.

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Timothy J.
Hurley, Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


BUTTERMILK TOWN: Plan Confirmation Hearing Not Yet Scheduled
------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Kentucky, Covington Division, in January approved the disclosure
statement explaining Buttermilk Towne Center, LLC's proposed
Chapter 11 plan.

Timothy J. Hurley, Esq. at Taft Stettinius & Hollister LLP, in
Cincinnati, Ohio, said in an e-mail that a hearing to consider
confirmation has not yet been set.

The Disclosure Statement Order provides that the Debtor will
inform the parties of the hearing schedule and the objection
deadline by sending a confirmation hearing notice.

A week prior to the hearing on the Disclosure Statement, the
Debtor fine-tuned a plan that promises to pay all of the
creditors' claims in full -- though payments will be made in
installments -- and retains the equity interests of the current
owners.

Holders of unsecured claims and mechanics liens' claims will be
paid in equal monthly installments of principal and interest based
on a thirty-year amortization schedule and will be paid in 10
years from the effective date.  The claims will accrue interest at
a rate of 4.75% per annum.  Bank of America, N.A. (which is owed
$34.7 million in loans from the purchase of bonds issued by the
city of Crescent Springs, Kentucky, to finance construction of the
Debtor's project) will also be paid in installments at the same
interest rate but will paid in six years; LAF (a long-term lessee
who put up a fitness club in the Debtor's property) will be paid
in full in eight years; and the City (owed certain payments on
account of pilot contracts signed with the Debtor) will be paid in
three years.  Holders of these claims are impaired and entitled to
vote on the Plan.

The Debtor filed for bankruptcy after it was unable to make the
required mandatory redemption payments and failed to purchase the
outstanding Bonds on Dec. 31, 2009.  Additionally, the Debtor was
unable to make payments due under the Settlement Agreement with
LAF, such that LAF filed a judgment lien against the Debtor on
Feb. 26, 2010.

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection on
April 28, 2010 (Bankr. E.D. Ky. Case No. 10-21162).  Timothy J.
Hurley, Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CABI NEW RIVER: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Cabi New River, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                        Unknown
B. Personal Property                    $44,806
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $18,576,423
E. Creditors Holding
   Unsecured Priority
   Claims                                                $56,182

F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $340,365

                                    -----------      -----------
      TOTAL                    At Least $44,806      $18,972,970

The real property of the Debtor is a building and land in 400,
413, & 420 S.W. 3rd Avenue and 424 S.W. 4th Avenue, in Fort
Lauderdale, Florida.  The property has been pledged as collateral
to a HSBC Realty Credit Corporation, owed $17,488,814 on a
mortgage.  Broward Country Revenue Collector holds a statutory
lien on the property on account of $1,087,609 in unpaid property
taxes.

A copy of the Schedules of Assets and Liabilities is available for
free at http://bankrupt.com/misc/CABI_Schedules.pdf

                       About Cabi New River

Aventura, Florida-based Cabi New River, LLC, fka Cabi New River
II, LLC, dba Riverfront Marina, owns 5.8-acre parcel fronting New
River in Fort Lauderdale, Florida.  It filed for Chapter 11
bankruptcy protection on December 28, 2010 (Bankr. S.D. Fla. Case
No. 10-49013).  Mindy A. Mora, Esq., at Bilzin Sumberg, serves as
the Debtors' bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Cabi SMA Tower I, LLLP (Bankr. S.D. Fla. Case No. 10-49009) filed
a separate Chapter 11 petition on the same day.

The Debtors are affiliated with Cabi Holdings Inc., the U.S.
development arm of Mexico's Cababie real-estate family. The
bankruptcy filings come on the heels of Cabi Downtown LLC's
chapter 11 (Bankr. S.D. Fla. Case No. 09-27168).  Cabi Downtown
was the owner of the 49-story Everglades on the Bay condominium in
Miami. The project was sold by Cabi Downtown in November to the
holder of the mortgage under a confirmed Chapter 11 plan.

A meeting of creditors was scheduled for Feb. 2, 2011.  The
deadline to file a complaint to determine dischargeability of
certain debts is on April 4.  Proofs of claim against the Debtor
are due May 3, 2011.


CABI NEW RIVER: Has Access to Cash Collateral Until May 1
---------------------------------------------------------
Cabi New River LLC obtained, for the second time, an interim order
allowing it to use cash collateral in which HSBC Realty Credit
Corporation, as lender may assert liens and security interests.
Pursuant to the second interim order, the Debtor has access to
cash collateral through May 1, 2011, pursuant to a court-approved
budget.

According to the order, HSBC's rights to object to management fees
paid to Cabi Developers, LLC, in accordance with a budget will be
preserved.  A copy of the budget is available for free at:

      http://bankrupt.com/misc/CABI_2nd_Cash_Budget.pdf

The Court will conduct a final hearing on the cash collateral
request on April 21, 2011.

                       About Cabi New River

Aventura, Florida-based Cabi New River, LLC, fka Cabi New River
II, LLC, dba Riverfront Marina, owns 5.8-acre parcel fronting New
River in Fort Lauderdale, Florida.  It filed for Chapter 11
bankruptcy protection on December 28, 2010 (Bankr. S.D. Fla. Case
No. 10-49013).  Mindy A. Mora, Esq., at Bilzin Sumberg, serves as
the Debtors' bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Cabi SMA Tower I, LLLP (Bankr. S.D. Fla. Case No. 10-49009) filed
a separate Chapter 11 petition on the same day.

The Debtors are affiliated with Cabi Holdings Inc., the U.S.
development arm of Mexico's Cababie real-estate family. The
bankruptcy filings come on the heels of Cabi Downtown LLC's
chapter 11 (Bankr. S.D. Fla. Case No. 09-27168).  Cabi Downtown
was the owner of the 49-story Everglades on the Bay condominium in
Miami. The project was sold by Cabi Downtown in November to the
holder of the mortgage under a confirmed Chapter 11 plan.

A meeting of creditors was scheduled for Feb. 2, 2011.  The
deadline to file a complaint to determine dischargeability of
certain debts is on April 4.  Proofs of claim against the Debtor
are due May 3, 2011.


CABI NEW RIVER: Wins Nod to Hire Bilzin Sumberg as Counsel
----------------------------------------------------------
Cabi New River, LLC, received authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Bilzin Sumberg Baena Price & Axelrod LLP as bankruptcy counsel,
nunc pro tunc to Dec. 28, 2010.

Bilzin Sumberg has agreed to, among other things:

     (a) attend meetings and negotiate with representatives of
         creditors and other parties-in-interest;

     (b) advise and consult on the conduct of the Chapter 11 case,
         including all of the legal and administrative
         requirements of operating in Chapter 11;

     (c) advise the Debtor in connection with any contemplated
         sales of assets or business combinations, including the
         negotiation of sales promotion, liquidation, stock
         purchase, merger or joint venture agreements, formulate
         and implement bidding procedures, evaluate competing
         offers, draft appropriate corporate documents with
         respect to the proposed sales, and counsel the Debtor in
         connection with the closing of the sales; and

     (d) advise and represent the Debtor in connection with
         obtaining post-petition financing and making cash
         collateral arrangements, provide advice and counsel with
         respect to prepetition financing arrangements, and
         provide advice to the Debtor in connection with the
         emergence financing and capital structure, and negotiate
         and draft documents relating thereto.

Bilzin Sumberg will be paid based on the rates of its
professionals:

         Partners                            $445-$700
         Of Counsel                          $425-$550
         Associates                          $230-$435
         Paraprofessionals                   $205-$225
         Project Assistants                    $200

Mindy A. Mora, Esq., a partner at Bilzin Sumberg, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                       About Cabi New River

Aventura, Florida-based Cabi New River, LLC, fka Cabi New River
II, LLC, dba Riverfront Marina, owns 5.8-acre parcel fronting New
River in Fort Lauderdale, Florida.  It filed for Chapter 11
bankruptcy protection on December 28, 2010 (Bankr. S.D. Fla. Case
No. 10-49013).  Mindy A. Mora, Esq., at Bilzin Sumberg, serves as
the Debtors' bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Cabi SMA Tower I, LLLP (Bankr. S.D. Fla. Case No. 10-49009) filed
a separate Chapter 11 petition on the same day.

The Debtors are affiliated with Cabi Holdings Inc., the U.S.
development arm of Mexico's Cababie real-estate family. The
bankruptcy filings come on the heels of Cabi Downtown LLC's
chapter 11 (Bankr. S.D. Fla. Case No. 09-27168).  Cabi Downtown
was the owner of the 49-story Everglades on the Bay condominium in
Miami. The project was sold by Cabi Downtown in November to the
holder of the mortgage under a confirmed Chapter 11 plan.

A meeting of creditors was scheduled for Feb. 2, 2011.  The
deadline to file a complaint to determine dischargeability of
certain debts is on April 4.  Proofs of claim against the Debtor
are due May 3, 2011.


CANO PETROLEUM: Jeffrey Johnson Resigns From Board of Directors
---------------------------------------------------------------
On Feb. 28, 2011, Jeffrey S. Johnson resigned his position as a
member of the Board of Directors of Cano Petroleum, Inc.

                        About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CARLISLE APARTMENTS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
The Carlisle Apartments, L.P., filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                    $39,920,656
B. Personal Property                   $374,386
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $32,018,810
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $138,757
                                    -----------      -----------
      TOTAL                         $40,295,042      $32,157,697

The real property of the Debtor pertains to the apartment complex
known as the Phillips University Center in Charlotte, North
Carolina, with market value of $39,920,656.  Compass Bank, owed
$32,018,810 asserts liens on the apartment complex.

A copy of the Schedules of Assets and Liabilities is available for
free at http://bankrupt.com/misc/Carlisle_Apts_SAL.pdf

                   About The Carlisle Apartments

The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Peter Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New
York, serves as bankruptcy counsel to the Debtor.  Gordian Group,
LLC, is the investment banker and financial advisor.


CARLISLE APARTMENTS: Wins Approval for Gordian as Fin'l Advisor
---------------------------------------------------------------
The Carlisle Apartments, L.P., obtained approval from Judge Stuart
M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York to employ Gordian Group, LLC, as investment
banker and financial advisor, nunc pro tunc to Dec. 27, 2010.

Gordian Group has agreed to:

   (a) assist with the development, negotiation and implementation
       of "financial transactions", including rendering advice and
       services regarding the structuring and execution of any
       refinancing or restructuring of the Debtor's debt;

   (b) assist the Debtor with the raising of new capital, as
       necessary;

   (c) assist in negotiations with investors, current or potential
       lenders, creditors, shareholders and other interested
       parties regarding the Debtor's operations and prospects and
       any potential financial transaction;

   (d) render advice and services regarding any potential
       restructuring, refinancing, retirement, repurchase,
       exchange, compromise, amendment, extension or other
       modification of the Debtor's indebtedness and/or material
       obligations, including, without limitation, development of
       an "indubitable equivalent" for the Debtor's debt
       obligation;

   (e) if requested by the Debtor or its counsel, prepare for and
       render testimony in court with respect to the Debtor's
       capital structure, proposed new debt instruments, financial
       plan, indubitable equivalents and such other mutually
       agreeable topics; and

   (f) render other investment banking and financial advisory
       services as may be mutually agreed upon by Gordian and
       the Debtor.

Gordian Group will charge a $50,000 monthly fee, payable in
advance for each month, plus a cash restructuring transaction fee
of $250,000, payable in full simultaneously with the closing of a
financial transaction.

Gordian will also apply with the Court for reimbursement of out-
of-pocket expenses.

Peter S. Kaufman, president and head of the restructuring and
distressed M&A practice of Gordian Group, LLC, does not hold or
represent an interest adverse to the Debtor's estate and is a
"disinterested person" with respect to the matters for which it is
to be retained as that term is defined in 11 U.S.C. Sec. 101(14)
and modified by Sec. 1107(b).

The firm may be reached at

    Peter S. Kaufman
    President and Head
    Restructuring and Distressed M&A Practice
    GORDIAN GROUP, LLC
    950 Third Avenue,
    New York, NY 10022
    Tel: (212) 486-3600
    Fax: (212) 486-3616

                   About The Carlisle Apartments

The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010.

Peter Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New
York, serves as bankruptcy counsel to the Debtor.

In its schedules, the Debtor disclosed $40,295,042 in total assets
and $32,157,697 in total liabilities as of the Chapter 11 filing.
The Debtor owns the apartment complex known as the Phillips
University Center in Charlotte, North Carolina, with market value
of $39,920,656.  Compass Bank, owed $32,018,810 asserts liens on
the apartment complex.


CARLISLE APARTMENTS: Wins Approval for Squire Sanders as Counsel
----------------------------------------------------------------
The Carlisle Apartments, L.P., obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Squire, Sanders & Dempsey (US) LLP as its restructuring and
bankruptcy counsel, nunc pro tunc to Dec. 27, 2010.

In accordance with the parties' engagement letter, dated Dec. 27,
2010, the Debtor proposes to retain SSD to render these services:

    (a) advise the Debtor with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and property;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the Case, including all of the
        legal and administrative requirements of operating in
        chapter 11;

    (c) assist the Debtor with the preparation of its Schedules of
        Assets and Liabilities and Statements of Financial
        Affairs;

    (d) advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including
        negotiating agreements, formulating and implementing
        appropriate procedures with respect to the closing of any
        such transactions, and counseling the Debtor in connection
        with such transactions;

    (e) advise the Debtor in connection with any necessary post-
        petition financing arrangements and negotiate and draft
        documents relating thereto;

    (f) advise the Debtor on matters relating to the evaluation of
        the assumption, rejection or assignment of unexpired
        leases and executory contracts;

    (g) advise the Debtor with respect to legal issues arising in
        or relating to the Debtor's ordinary course of business,
        including attending senior management meetings, meetings
        with the Debtor's financial advisors and property managers
        and meetings of the directors of the Debtor's General
        Partner;

    (h) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of actions commenced against it,
        negotiations concerning all litigation in which the Debtor
        is involved and objecting to claims filed against the
        Debtor's estate;

    (i) prepare, on the Debtor's behalf, all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estate;

    (j) negotiate and prepare, on the Debtor's behalf, a plan or
        plans of reorganization, disclosure statement and all
        related agreements and/or documents and taking any
        necessary action on behalf of the Debtor to obtain
        confirmation of such plan or plans;

    (k) attend meetings with third parties and participating in
        negotiations with respect to the above matters;

    (l) appear before the Court, any appellate courts and the
        United States Trustee and protect the interests of
        Debtor's estate before such courts and the United States
        Trustee; and

    (m) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with the Case, including but not limited to
        real estate, financial services, environmental, labor,
        tax, corporate and intellectual property matters.

Squire Sanders requested and received before the Petition Date an
initial retainer for $125,000.  Squire Sanders has incurred
$50,000 in prepetition fees and expenses, leaving a postpetition
retainer of $75,000 which has been set aside.

Currently, Squire Sanders' hourly rates for associates, partners,
and non-attorney personnel throughout the United States range from
$155 for new associates to $955 for our most senior partners and
from $100 for new project assistants to $325 for experienced
senior paralegals, with most non-attorney billing rates falling
within the range of $170 to $250 per hour.

Sandra E. Mayerson, Esq., a partner at Squire Sanders, says the
firm does not hold or represent an interest adverse to Debtor's
estate and is a "disinterested person" with respect to the matters
for which it is to be retained as that term is defined in 11
U.S.C. Sec. 101(14) and modified by Sec. 1107(b).

                   About The Carlisle Apartments

The Carlisle Apartments, L.P., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-16805) in Manhattan on Dec. 27, 2010.

In its schedules, the Debtor disclosed $40,295,042 in total assets
and $32,157,697 in total liabilities as of the Chapter 11 filing.
The Debtor owns the apartment complex known as the Phillips
University Center in Charlotte, North Carolina, with market value
of $39,920,656.  Compass Bank, owed $32,018,810 asserts liens on
the apartment complex.

The Debtor has tapped Gordian Group, LLC, as investment banker and
financial advisor, nunc pro tunc to Dec. 27, 2010.


CENTRO NP: S&P Puts 'CCC+' Corp. Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Centro NP
LLC, including the 'CCC+' corporate credit and unsecured debt
ratings, on CreditWatch with positive implications.  The
CreditWatch placement follows the announcement that Australian-
based parent Centro Properties Group (unrated) entered into a
binding stock purchase agreement with BRE Retail Holdings Inc., an
affiliate of private equity firm Blackstone Real Estate Partners
VI LP, to sell its U.S. assets and platform (which includes Centro
NP) in a US$9.4 billion transaction.

The CreditWatch placement with positive implications reflects
S&P's view that the transaction extracts Centro NP from its
position as a subsidiary of a highly leveraged and complex parent.
The ratings continue to reflect Centro NP's less-than-adequate
liquidity position, and high consolidated leverage (including
Super LLC, the unrated entity that owns Centro NP and Centro NP
Residual Holding LLC; a joint venture between Super LLC and Centro
NP).  Further, despite some improvement in U.S. retail real estate
fundamentals, Centro NP's portfolio occupancy continues to lag the
peer group.

New York City-based Centro NP is a subsidiary of Australia-based
Centro Properties Group.  The parent company's total U.S.
platform, including Centro NP's holdings, consisted of 600
shopping centers totaling 98 million sq. ft. as of Sept. 30, 2010.
Centro NP's portfolio consists of 151 community and neighborhood
shopping centers and related retail assets totaling roughly
23 million sq. ft. Centro NP's assets ($3.3 billion total assets
at Sept. 30, 2010) are located across 27 states in more than 70
markets.  Its tenant base is well diversified, with more than
2,500 national, regional, and local retailers.  Its largest
tenants are Kroger Co. (BBB/Stable/A-2), which contributes 3.9% of
annual base rents, and Sears Holdings Corp. (BB-/Negative/--),
which contributes 2.5% of rents.

S&P will monitor developments associated with the pending
acquisition and resolve the CreditWatch listing upon review of the
company's strategic and financing plans and organizational and
legal structure following the close of the transaction.  The
CreditWatch placement indicates that the ratings could be affirmed
or raised depending on Centro NP's financial profile following a
review of the transaction and implications for credit quality.


COMMERCIAL VEHICLE: 2011 Bonus Plan for Executives Approved
-----------------------------------------------------------
On Feb. 24, 2011, the Compensation Committee of the Board of
Directors of Commercial Vehicle Group, Inc. approved the
Commercial Vehicle Group, Inc. 2011 Bonus Plan.  Each executive
officer is eligible to participate in the 2011 Bonus Plan.  The
2011 Bonus Plan includes both a "Company Factor" and an
"Individual Factor."  The "Company Factor" component is tied to
the Company's achievement of EBITDA, a non-GAAP financial measure
calculated by adding interest, taxes, depreciation and
amortization to net income, and adjusted by the Compensation
Committee to eliminate the effects of gains and losses on forward
exchange contracts, non-recurring gains and losses or other income
or expenses not foreseen at the time the 2011 Bonus Plan was
approved.  The "Individual Factor" is tied to strategic, operating
and cost initiatives specific to the executive's job scope.  The
2011 Bonus Plan reflects the following formula for calculating the
annual cash incentive payment: salary will be multiplied by the
"Target Factor" multiplied by the "Company Factor" achievement
multiplied by the ?Individual Factor? achievement.  The target
incentive bonus opportunity under the 2011 Bonus Plan for Mr. Dunn
was set at 90% of his base salary.  The target incentive bonus
opportunity for Messrs. Utrup, Armstrong and Frailey was set at
75% of their base salary.  The target incentive bonus opportunity
for Mr. Boyd was set at 40% of his base salary.

A full-text copy of the Bonus Plan is available for free at:

                http://ResearchArchives.com/t/s?744f

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.


COMPOSITE TECHNOLOGY: Inks Loan Agreement for Bridge Loan
---------------------------------------------------------
In a regulatory filing Monday, Composite Technology Corporation
discloses that on Feb. 22, 2011, it entered into individual Loan
and Promissory Note Agreements with Domonic Carney, the Company's
Chief Financial Officer, Stewart Ramsay, the President of the
Company's primary operating subsidiary, and two of the Company's
drectors, Michael Lee and Dennis Carey.  Pursuant to the terms and
subject to the conditions set forth in the Loan Agreements, the
Lenders will provide a bridge loan totaling $236,274 to the
Company.  Pursuant to the Loan Agreements, interest in the amount
of 12% per annum, calculated on a 360 day year, will be paid as
well as payment in kind interest of 5% due upon maturity.  The
Loan is due the earlier of 30 days from the date of issuance or
upon the closing a financing in excess of $2,000,000.  No fees
were paid to any party for these bridge loans.

In addition, on Feb. 22, 2011, in conjunction with the Loan
Agreements, the Company entered into Warrant Agreements with the
Lenders and issued warrants to purchase 472,548 shares of the
Company's common stock at $0.25 per share, exercisable until
Feb. 22, 2013.  The warrants may be exercised in a ?cashless?
manner unless registered for resale under an effective
registration statement.  The warrants have ?full ratchet?
antidilution protection while the corresponding notes are
outstanding and ?weighted average price? antidilution protection
after the corresponding notes are repaid in full.

The Company valued the warrants at $0.1106 per warrant for a total
value of $52,263.  It used the Black-Scholes Merton option pricing
model to value the fair value of the warrants issued using the
following assumptions.  The market price was $0.23, the closing
price on the date of issuance.  The volatility was estimated at
95%, the life of the warrants was 2 years, the risk free rate was
0.74% a dividend yield of 0%.

                    About Composite Technology

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
markets and sells innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at Dec. 31, 2010, showed $27.5 million
in total assets, $55.2 million in total liabilities, and a
stockholders' deficit of $27.7 million.

                          *     *     *

As reported in the Troubled Company Reporter on December 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology'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 suffered recurring losses from operations.


CONSOL ENERGY: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
of CONSOL Energy Inc. and assigned a B1 rating to its proposed
$250 million senior unsecured notes due 2021.  CONSOL intends to
use the proceeds from the proposed note offering to primarily
repay the outstanding 7.875% senior secured notes due March 1,
2012.  Following the repayment of the secured notes, Moody's will
withdraw its Baa3 rating.  The outlook remains negative.

Affirmations:

Issuer: CONSOL Energy, Inc.

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, Ba3

Outlook, Negative

Assignment:

Issuer: CONSOL Energy, Inc.

  -- Senior Unsecured Notes, B1 (LGD4, 62%)

                        Ratings Rationale

The affirmation of the Ba3 corporate family rating reflects
CONSOL's leading position in the Northern Appalachian coal basin,
its vast, high quality coal reserves, the value of its 100%
ownership position in CNX Gas and the strong earnings generated in
2010 on a consolidated basis.  The rating also recognizes its
portfolio of long-term coal supply agreements, which lessen
revenue and earnings volatility.  On the other hand, the ratings
consider high financial leverage and operating risks associated
with the acquired Dominion assets.  In addition, the ratings
consider CONSOL's sizeable pension, OPEB, workers' compensation
and reclamation liabilities and the company's lack of consistent
and meaningful free cash flow.

The negative outlook reflects the Dominion acquisition from a year
ago, which represents a shift in the company's strategy, alters
its risk profile, and could lead to multiple years of negative
free cash flow as the acquired Marcellus Shale acreage is
developed.  Shale gas drilling tends to be capital intensive and
technologically and geologically more complex than CONSOL's
current gas operations.  Furthermore, CONSOL has limited
experience with horizontal drilling and hydraulic fracturing in
the Marcellus Shale, which may challenge future development and
growth.  Moody's believes natural gas prices will remain close to
current levels over the rating horizon.

Given the negative outlook, the ratings are not likely to be
upgraded over the next 12-18 months.  However, the outlook could
be revised to stable if coal and gas market fundamentals return to
their historic balance and CONSOL is able to demonstrate that it
can consistently generate free cash flow to debt above 5%.  The
ratings could come under pressure if the company experiences a
sustained period of lower coal or gas prices and/or higher
operating costs during periods of high capital spending or if
there is a significant production shortfall from targeted levels.

Moody's last rating action on CONSOL was March 22, 2010, when the
CFR was downgraded to Ba3 from Ba2.

CONSOL Energy Inc. is the largest underground coal producer and
the second largest coal company (in terms of annual revenues) in
the United States.  The company produced approximately 62 million
tons of coal and 128 Bcf of gas and generated $5.1 billion in
revenues in 2010.


CONSOL ENERGY: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Canonsburg, Pa.-based coal and natural gas producer
Consol Energy Inc., including its 'BB' corporate credit rating.
The outlook is negative.

At the same time, S&P assigned a 'BB' issue-level rating (same
as the corporate credit rating) to the company's proposed
$250 million of senior unsecured notes due 2021.  The recovery
rating is '3', indicating S&P's expectation of meaningful recovery
(50% to 70%) in the event of a payment default.  The notes are
being offered under rule 144A of the Securities Act of 1933.

The company intends to use the proceeds from the notes to repay
its outstanding 7.875% senior secured notes due March 1, 2012, on
or before their maturity.  Prior to such time, it may use the
proceeds to reduce outstanding indebtedness under its short-term
credit facilities and accounts receivable securitization facility
and general corporate purposes.

"The 'BB' corporate credit rating and negative ratings outlook on
Consol reflect the combination of what S&P considers to be its
satisfactory business risk profile and aggressive financial risk
profile," said Standard & Poor's credit analyst Marie Shmaruk.

The company is an efficient producer of underground coal, has a
significant reserve base, and benefits from its energy-
diversification strategy.  The ratings also reflect the company's
high degree of operating leverage, the challenges inherent in coal
mining, including increasing regulatory scrutiny, and lower than
anticipated natural gas prices.  Consol's aggressive financial
risk profile reflects high financial leverage, including
underfunded postretirement obligations and significant ongoing
capital expenditures.


DBSD N.A.: Harbinger & Solus Propose to Buy, Combine TSN & DBSD
---------------------------------------------------------------
Solus Alternative Asset Management LP and Harbinger Capital
Partners LLC have submitted a non-binding term sheet laying out a
purchase offer for DBSD North America Inc. and TerreStar Networks
Inc.

DBSD is seeking approval from the bankruptcy court to enter into
an investment agreement pursuant to which DISH Network Corp. will
purchase DBSD for $1.1 billion.  Solus and Harbinger just days
before the March 2 hearing on the deal, sent a letter informing
DBSD that they are willing to submit an alternative proposal.

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

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

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

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

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

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

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

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

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

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

    * The 15% notes held by Echostar will be unimpaired and paid
      in full in cash.  Other noteholders will receive either
      payment in full and in cash or equity in an amount to pay
      obligations in full.

    * General unsecured claims, other than the TSN 6.5% notes,
      will be paid in cash including interest from the Petition
      Date through the payment date at the federal judgment rate.

    * Holders of 6.5% notes issued by TSN will receive equity of
      up to an amount sufficient to pay such obligations.

    * Existing equity holders will have "potential distribution"
      from any value remaining after payment of all claims.

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

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

Solus is represented by:

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

                       Three Competing Bids

With the bid, creditors can now pick among three offers for sale
or reorganization of DBSD.  Aside from the Dish Network investment
deal, senior noteholders have submitted a proposed plan of
reorganization for Dish.

                   Bankruptcy Hearing Postponed

Bankruptcy Law360 reports that Judge Robert E. Gerber postponed a
hearing Wednesday on Dish Network's proposed $1.1 billion takeover
of DBSD in light of a new bid from hedge funds Harbinger Capital
Partners LLC and Solus Alternative Asset Management LP.

                    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.

           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 sought 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)


DBSD N.A.: Three Cornered Fight for Control in the Offing
---------------------------------------------------------
DBSD North America Inc. creditors are expected to pick among three
offers for sale or reorganization of DBSD North America.

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

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

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

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

Bankruptcy Law360 reports that Judge Robert E. Gerber postponed a
hearing Wednesday on the DISH deal in light of a new bid from
hedge funds Harbinger and Solus.

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

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

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

                         DISH-Backed Plan

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

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

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

                         Noteholders' Plan

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

Under the Noteholders' Plan:

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

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

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

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

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

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

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

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

The Ad Hoc Committee is represented by:

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

            - and -

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

                    Solus & Harbinger Offer

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

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

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

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

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

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

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

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

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

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

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

Solus is represented by:

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

                          Competing Plans

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

                     About DBSD North America

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

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

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

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

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

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


DEVELOPERS DIVERSIFIED: Fitch Puts 'BB' Rating to $300 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings assigns a 'BB' credit rating to the $300 million
4.75% coupon rate senior unsecured notes due April 2018 issued by
Developers Diversified Realty Corporation.  The notes were issued
at 99.315% of par value to yield 4.86% to maturity.  The company
intends to use the net proceeds to repay short-term higher cost
mortgage debt and to reduce balances on its revolving credit
facilities and secured term loan.  DDR's Issuer Default Rating is
'BB'.  The Rating Outlook is Stable.

Developers Diversified Realty Corporation, a self-administered and
self-managed real estate investment trust, is in the business of
owning, managing and developing a portfolio of shopping centers
and, to a lesser extent, office properties.  The company's
portfolio as of Feb. 11, 2011, consisted of 522 shopping centers
and six office properties (including 233 centers owned through
unconsolidated joint ventures and three centers that are otherwise
consolidated by the company) and more than 1,800 acres of
undeveloped land (of which approximately 250 acres are owned
through unconsolidated joint ventures).  The shopping center
properties consist of shopping centers, enclosed malls and
lifestyle centers.  As of Dec. 31, 2010, the company had
$9.2 billion in undepreciated book assets and a total market
capitalization was $8.5 billion.


DUNE ENERGY: Reports Year-End 2010 Reserves & Operational Update
----------------------------------------------------------------
Dune Energy, Inc. provided details on its year-end 2010 reserves
and current drilling operations.

                         Year-End Reserves

Year-end 2010 proved reserves, as prepared by Degolyer and
MacNaughton, were 5.7 Mmbo and 48.6 Bcfg or 82.7 Bcfe with a
present value (PV) @ 10% of $214.5 million using SEC pricing of
the average of the closing on the first day of the prior twelve
months.  For oil, the volume -weighted price was $78.34 per
barrel, and for gas it was $4.71 per Mcf.  This compares to year-
end 2009 proved reserves of 7.2 Mmbo and 62.4 Bcfg or 105.4 Bcfe.
During 2010 sales of producing properties accounted for a
reduction of 12.8 Bcfe, production accounted for a reduction of
7.8 Bcfe, and the remaining 2.1 Bcfe of reductions were made up of
numerous revisions from several fields.

Possible and probable reserves, as evaluated by Degolyer and
MacNaughton added another 8.8 Bcfe of reserves with a PV @ 10%
using SEC pricing of $24.5 million.

Using strip pricing at year-end 2010 would increase proved
reserves to 84.4 Bcfe and PV @ 10% value to $289.4 million.  Strip
pricing averaged $95.25 per barrel of oil and $5.55 per Mcf gas
over the life of the fields.  Probable and possible reserves using
strip pricing would add an additional $32.3 million in value,
yielding a total evaluated reserve value of $321.7 million.

In 2010, Dune spent $8.8 million primarily on maintenance projects
within its field areas.  The primary focus of 2010 was to address
balance sheet issues to allow the company funding to exploit the
potential upside associated with the Garden Island Bay field.

                        Operations Summary

The Dune SL 214 #916 well targeting Miocene age 170 sands on the
north flank of the Garden Island Bay field is currently setting
casing at 12,720 feet.  This casing was planned and is immediately
above the prospective objective 170 sand section.  The #916 well
is the first test of seventeen prospective areas identified by
recent depth-migrated 3-D seismic data in the field.  Resource
potential of the seventeen prospects is approximately 23.7 MMboe
net to the company's interests.  The Company expects results of
the #916 well to be known by April.

The 19,500 feet subsalt well at Garden Island Bay field spud on
February 28, 2011.  Dune has a 15% working interest in this well
prior to payout, increasing to a 26% working interest after
payout.  The Company expects results at the subsalt well to be
known by June if drilling operations go as forecasted.

                  Conversion of Preferred Shares

In late 2010, 5,568 preferred shares converted into 636,337 new
common shares.  Through Feb. 22, 2011 an additional 44,239
preferred shares have converted into 5,055,898 new common shares.
This reduces the outstanding preferred shares to 163,673 with a
face value at $163.7 million.  Currently there are approximately
47 million common shares outstanding.

James A. Watt, President and Chief Executive Officer of the
company stated, "We spent most of 2010 restructuring our loan
agreements to provide liquidity to test the significant upside in
our asset base especially at Garden Island Bay.  We believe we
will see the results of this drilling program in the first half of
2011."

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet at Sept. 30, 2010, showed
$296.72 million in total assets, $343.46 million in total
liabilities, and a stockholders' deficit of $248.48 million.

                          *     *     *

Dune Energy carries a 'CCC-' corporate credit rating, with
negative outlook, from Standard & Poor's, and 'Ca' corporate
family and probability of default ratings, with negative outlook,
from Moody's Investors Service.

S&P said in April 2010 that "the company's heavy debt burden makes
the prospects of a distressed exchange or bankruptcy a distinct
possibility."


ECLIPSE AEROSPACE: Production Line Group's Claim Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath denied Eclipse Aerospace, Inc.'s
request for summary judgment on Production Line Group's state law
claims.  There are genuine issues of material fact in dispute on
those claims, Judge Walrath said.  The Production Line Group filed
a complaint on Dec. 22, 2008, seeking a determination that its
members possess property interests and rights in some 26 partially
completed aircraft and aircraft parts.

The case is Jorge Mata, et al., v. Eclipse Aerospace, Inc., Adv.
Pro. No. 08-51891 (Bankr. D. Del.).  A copy of the Court's
Feb. 28, 2011 Memorandum Opinion is avialable at
http://is.gd/CRNpHyfrom Leagle.com.

                     About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- manufactured six-passenger
planes powered by two Pratt & Whitney turbofan engines.  The
Company and Eclipse IRB Sunport, LLC sought chapter 11 protection
(Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008, represented
by lawyers at Allen & Overy LLP, and estimating assets of less
than $500 million and debts of more than $1 billion.

The Debtor sought to sell all of its assets pursuant to proposed
bid procedures.  The Court approved the bid procedures, with
substantial modification, on Dec. 23, 2008.  On Jan. 23,
2009, the Court entered an order authorizing the sale of
substantially all of the Debtor's assets to EclipseJet Aviation
International, Inc., finding it had presented the highest and best
offer.  Despite approval, the sale to EclipseJet was never
consummated.

As a result, on March 5, 2009, the case was converted to a
Chapter 7 liquidation proceeding and Jeoffrey L. Burtch was
appointed trustee.  The Trustee renewed efforts to sell the
Debtor's assets.  On Aug. 28, 2009, the Court authorized the
Trustee to sell the Debtor's assets to Eclipse Aerospace, Inc.,
for $20 million in cash and a $20 million note.  The sale to
Eclipse Aerospace, Inc., closed on September 4, 2009.  The case
has been renamed In re AE Liquidation, Inc., et al.


EMISPHERE TECHNOLOGIES: Michael Garone Appointed Interim CEO
------------------------------------------------------------
Emisphere Technologies, Inc. announced that the Company and
Michael V. Novinski have come to a mutual agreement not to renew
Mr. Novinski's employment agreement with the Company.  In
connection with this mutual agreement not to renew the employment
agreement, Mr. Novinski resigned as President, Chief Executive
Officer and director of the Company on Feb. 28, 2011.  In
addition, the Company and Mr. Novinski entered into a separation
and release agreement, dated Feb. 28, 2011, pursuant to which the
Company will pay to Mr. Novinski certain accrued but unpaid bonus
payments and vacation benefits and will also pay its portion of
Mr. Novinski's COBRA health benefits for a certain period of time.
The Separation Agreement also provides that Mr. Novinski's
unvested stock options will continue to vest in accordance with
Mr. Novinski's underlying option agreements and that Mr. Novinski
may exercise his vested stock options through April 6, 2012.
Under the terms of the Separation Agreement, Mr. Novinski has
agreed to provide consulting services to the Company for a period
of 18 months and has also agreed to release the Company and
certain affiliated parties from all claims and liabilities under
federal and state laws arising from his relationship with the
Company.

The board of directors thanks Mr. Novinski for his service and
wishes him well in his future endeavors.  The Company has begun
its search for a permanent CEO.  Also on Feb. 28, 2011, the board
of directors of the Company appointed Michael R. Garone, the
Company's current Chief Financial Officer, to serve as the
Company's Interim Chief Executive Officer, effective immediately
upon Mr. Novinski's resignation, until a successor is named.

A full-text copy of the Separation and Release Agreement is
available for free at http://ResearchArchives.com/t/s?7450

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

In its March 25, 2010 audit report on the Company's financial
statements for the year ended Dec. 31, 2009, McGladrey &
Pullen, LLP, in New York, said there is substantial doubt about
the Company's ability to continue as a going concern.  The audit
reports prepared by the Company's independent registered public
accounting firms relating to its financial statements for the
years ended Dec. 31, 2007 and 2008, also included an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


ENERGY FUTURE: Presents at JPMorgan Conference
----------------------------------------------
Beginning Feb. 28, 2011, members of the management team of Energy
Future Holdings Corp. will utilize a slide presentation entitled
"EFH Corp. 2011 JPMorgan High Yield & Leveraged Finance Conference
Discussion Deck" while meeting with analysts and investors in
connection with the JPMorgan High Yield & Leveraged Finance
Conference.  A copy of the slide presentation is available for
free at http://ResearchArchives.com/t/s?7456

                    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.


ENIVA USA: Files for Chapter 11 Protection to Avert Eviction
------------------------------------------------------------
Jim Hammerand at Minneapolis/St. Paul Business Journal reports
that Eniva USA filed for Chapter 11 bankruptcy protection in an
attempt to avoid eviction from its Anoka headquarters.

"The filing was precipitated by an eviction proceeding commenced
by the court-appointed receiver for the building," Business
Journal quotes Eniva bankruptcy attorney Mike McGrath of
Minneapolis law firm Ravich, Meyer, Kirkman, McGrath, Nauman &
Tansey, as saying.

The eviction hearing, requested by Plymouth-based Results Real
Estate Inc, was canceled following the bankruptcy filing.

According to the report, the redemption period for the building
ends March 30, six months after a sheriff's sale initiated by
Minneapolis-based lender Northeast Bank.  The firm said Eniva will
reject its lease in bankruptcy and angle for a new lease for less
space.  Failing that, the company will relocate.

Mr. Hammerand notes the Company's 20 largest unsecured creditors
are collectively owed more than $2.49 million, according to the
filing.  Eniva said it believes that those creditors will recover
at least some of that amount.  The largest unsecured creditor is
Minneapolis law firm Moss & Barnett, which defended the company
against a chemist's lawsuit that alleged he was fired after
rejecting a female supervisor's advances.  The former employee
said his manager inappropriately winked at, touched and threatened
to spank him.  He also alleged that the company fired him for
complaining.  Eniva settled the suit in October 2009 on
undisclosed terms, less than a month before a trial was set to
start.  The case was dismissed in February 2010.  The firm said
the settlement did not contribute to the filing.  Moss & Barnett
is owed $375,210.

Eniva Corp. -- http://www.eniva.com/-- offers alternative health
products, and household and automotive cleaners.


ENIVA USA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Eniva USA, Inc.
        fka Eniva, Inc.
        1 Eniva Way
        Anoka, MN 55303

Bankruptcy Case No.: 11-41414

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Michael F. McGrath, Esq.
                  RAVICH MEYER KIRKMAN & MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 332-8511
                  E-mail: mfmcgrath@ravichmeyer.com

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

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

The petition was signed by Rew J. Baechler, president and CEO.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Moss & Barnett                     Legal Services         $375,210
4800 Wells Fargo Center
90 S. Seventh Street
Minneapolis, MN 55402

Plooster, Lowell                   Promissory Note        $360,252
16845 9th Avenue N
Plymouth, MN 55447

Swedzinski, Roger                  Promissory Note        $332,567
713 Hathaway Road
Fort Wayne, IN 46845

US Bank                            Goods and Services     $316,507
P.O. Box 790428
Saint Louis, MO 63179

Leaf, John                         Promissory Note        $172,621

Woodworth, Pete                    Promissory Note        $172,621

UPS                                Promissory Note        $116,150

Flamm Walton PC                    Goods and Services      $87,500

Foley & Lardner LLP                Goods and Services      $72,523

McGladrey & Pullen LLP             Goods and Services      $65,047

American Express                   Goods and Services      $53,012

RSM McGladrey                      Goods and Services      $52,810

Marine Nutriceutical Corp          Goods and Services      $51,361

Sherrill Law Offices PPLC          Legal Services          $44,247

Cisco Systems Capital Corp         Goods and Services      $43,148

Pitney Bowes Purchase Power        Goods and Services      $40,407

Hellmuth & Johnson                 Legal Services          $39,943

UPS                                Goods and Services      $35,219

Federal Express                    Goods and Services      $33,507

China Crossing                     Goods and Services      $27,846


FIRST INDUSTRIAL: Moody's Affirms 'Ba3' Rating on Sr. Unsec. Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of First Industrial
L.P. (senior unsecured at Ba3) and First Industrial Realty Trust,
Inc. (preferred stock at B2) and revised the rating outlook to
stable from negative.

This rating action reflects the stabilization of First
Industrial's debt protection measures, as well as the removal of
the liquidity overhang associated with its credit facility.  Since
Moody's placed First Industrial's ratings on negative outlook in
June 2009, the REIT has maintained its book leverage under 65% of
undepreciated assets and reduced its net debt/EBITDA from 9.5x for
Q2'09 to 7.6x for YE'10.  This deleveraging was accomplished
primarily through asset sales and secured borrowings.  Over the
same period, First Industrial maintained its fixed charge close to
1.8x, and although its secured debt more than doubled, it still
remains at a moderate 14.9% at YE'10.

Positively, First Industrial successfully addressed its liquidity
issues by amending and restating its revolving credit facility in
the fall of 2010, concurrently with a $100 million paydown.  The
amended revolver matures in September 2012 and importantly allows
the REIT to sell some of its non-strategic assets by temporarily
relaxing certain covenants and changing some of the covenant
calculation formulas.  Most significantly, the amendment mitigates
the risks of default and acceleration as a result of covenant
breach.

Offsetting these positives, First Industrial's portfolio occupancy
remains low at 85% at YE'10, and the REIT anticipates further rent
roll-downs of 10%-12% in 2011.  Demand for industrial space is
highly correlated with trade and the broader economy, thus, the
recovery is likely to be gradual.  In addition, going forward
First Industrial will no longer be enjoying the contribution of
its profitable joint ventures with CalSTERs following their
dissolution in 2010.

The stable rating outlook reflects First Industrial's nationally
diversified and still largely unencumbered portfolio, manageable
debt maturities and experienced executive team.

Upward rating momentum would be predicated on portfolio lease-up
and achievement of economically profitable rental rates as
indicated by improvements in fixed charge coverage closer to 2.0x,
reduction in net debt/EBITDA to below 7.0x and maintenance of
secured leverage at below 20%.  Ample liquidity would also be
required for an upgrade.

Negative rating pressure would result from challenges in leasing
up the portfolio at adequate rental rates as evidenced by weakness
in fixed charge coverage sustained at 1.5x or below.  Net
debt/EBITDA over 8.5x or secured debt in excess of 25% of
undepreciated assets would also be viewed negatively, as would any
liquidity concerns.

These ratings were affirmed with a stable outlook:

* First Industrial Realty Trust, Inc. -- Preferred stock at B2;
  preferred stock shelf at (P)B2

* First Industrial L.P.  -- Senior unsecured at Ba3; senior
  unsecured shelf at (P)Ba3

Moody's last rating action with respect to First Industrial was on
June 16, 2009, when Moody's downgraded the ratings of First
Industrial Realty Trust and First Industrial L.P. (senior
unsecured debt to Ba3, from Ba1) and revised the rating outlook to
negative.

First Industrial Realty Trust, Inc., is a leading owner and
operator of industrial real estate which owns, manages and has
under development 74 million square feet of industrial space
including bulk and regional distribution centers, light
industrial, and other industrial facility types.  At Dec. 31,
2010, the REIT had $2.8 billion in assets and $0.9 billion in
equity.


FIRST SECURITY: Names Corp. Controller Haddock as Acting CFO
------------------------------------------------------------
First Security Group, Inc. announced that John R. Haddock has been
appointed acting interim Chief Financial Officer, subject to any
necessary regulatory non-objections.  He replaces William L.
"Chip" Lusk Jr., who has resigned to accept a position with an
out-of-market financial institution.

Mr. Haddock has served as Corporate Controller of First Security
since 2006 and has eight years of experience in accounting and
finance. He is a certified public accountant and holds a master of
accountancy degree and a bachelor's degree in business
administration, both from the University of Tennessee.  Prior to
joining First Security in 2005, Haddock worked for Hazlett, Lewis
& Bieter, PLLC, an accounting firm specializing in serving
financial institutions, after beginning his career with
PricewaterhouseCoopers.

Haddock is active in professional and civic organizations
including the American Institute of CPAs (AICPA) and the Tennessee
Society of Certified Public Accountants, where he has served on
the Financial Institutions Committee.  Haddock and his family are
members of Signal Mountain Presbyterian Church, where he is
serving as a Deacon and a member of the Family Ministries
Committee.

"John has an excellent financial background and is a valued member
of the First Security leadership team.  His close work with Chip,
as well as the rest of the management team, will provide a smooth
transition," said Ralph E. "Gene" Coffman Jr., President and Chief
Operating Officer of First Security.

"Chip has played a key role here at First Security since its
inception.  His twelve years of service have been exemplary as the
Bank has grown, and we wish him well in his new position."

                    About First Security Group

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

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

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

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

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

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


FORD MOTOR: Reports $6.56 Billion Net Income in 2010
----------------------------------------------------
Ford Motor Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2011.  The Company reported net income $6.56
billion net income on $128.95 billion of total sales and revenues
for the year ended Dec. 31, 2010, compared with net income of
$2.71 billion on $116,283 billion of total sales and revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $164.68
billion in total assets, $165.33 billion in total liabilities and
$642 million in total deficit.

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

                http://ResearchArchives.com/t/s?743a

                          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 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 Protests Case Dismissal Request
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Forum Health
Inc. objects to the request of the affiliated foundations Trumbull
Memorial Hospital and Western Reserve Care System to dismiss their
Chapter 11 cases.

The Committee says the Foundations have more than $12 million in
unrestricted funds that can and should be used to pay the Debtors'
creditors.  This is precisely what the Committee plan proposes to
do.  In response to the Committee Plan, the Debtors filed the
dismissal motions, which would wrongfully deprive the Debtors'
estates of more than $12 million in unrestricted funds.  The
Debtors have failed to establish the requisite cause to dismiss
the Foundations' cases.  Indeed, since the dismissal motions would
result in the loss of more than $12 million in unrestricted funds
that can and should be used to pay the Debtors' creditors, filing
the dismissal motions is a breach of the Debtors' fiduciary duties
to maximize value for their creditors.  The Dismissal Motions
should be denied in order to preserve these unrestricted funds for
distributions to the Debtors' unsecured creditors.

In addition, since the Committee Plan is reasonably likely to be
confirmed within a reasonable time, 11 U.S.C Sec. 1112(b)(2)
mandates denial of the dismissal motions, the Committee asserts.
In the alternative, and in conjunction with the Committee's
previously filed motion to appoint a chapter 11 trustee, the
Committee submits that appointment of a trustee for all of the
Debtors' estates -- rather than dismissal of the Foundations'
cases -- 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 MAC: Reports January 2011 Volume Summary
------------------------------------------------
On Feb. 28, 2011, Freddie Mac issued its January 2011 Monthly
Volume Summary.

January 2011 highlights are:

   -- The total mortgage portfolio decreased at an annualized rate
      of 7.3% in January.

   -- Single-family refinance-loan purchase and guarantee volume
      was $32.4 billion in January, reflecting 83% of total
      mortgage purchases and issuances.

   -- Total number of loan modifications for the one month ended
      Jan. 31, 2011 were 11,153.

   -- The aggregate unpaid principal balance of the Company's
      mortgage-related investments portfolio decreased by
      approximately $2.0 billion in January.

   -- Total Freddie Mac mortgage-related securities and other
      guarantee commitments decreased at an annualized rate of
      8.1% in January.

   -- The Company's single-family seriously delinquent rate
      decreased to 3.82% in January.  The Company's multifamily
      delinquency rate increased to 0.28% in January.

   -- The measure of the Company's exposure to changes in
      portfolio market value (PMVS-L) averaged $563 million
      in January.  Duration gap averaged -1 month.

   -- On Sept. 6, 2008, the Director of the Federal Housing
      Finance Agency (FHFA) appointed FHFA as Conservator of
      Freddie Mac.

A full-text copy of The Monthly Volume Summary is available for
free at http://ResearchArchives.com/t/s?7439

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GC MERCHANDISE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GC Merchandise Mart LLC
        1750 Valley View Lane, Suite 440
        Dallas, TX 75234

Bankruptcy Case No.: 11-31563

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.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 Craig Landess, vice president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
American Mart Hotel Corporation       10-36776            08/26/10
  dba Comfort Inn of Denver


GLOBAL TEL*LINK: S&P Assigns 'B' Rating to $455 Mil. Loan
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Mobile, Ala.-based prison phone provider
Global Tel*Link Corp.'s proposed $445 million first-lien term loan
and $40 million letter of credit.  The recovery rating on these
issues is '3', indicating S&P's expectation of meaningful (50%-
70%) recovery for lenders in the event of a payment default.

The proposed issues replace the first-lien term loan and LOC
under its existing senior secured credit agreement, which closed
on Nov. 10, 2011.  The company is seeking to amend the credit
agreement and exercise a $50 million incremental commitment on
the first-lien term loan.  The existing $20 million revolver and
$105 million second-lien term loan remain unchanged, and S&P's
ratings on those issues are not affected.  In accordance with the
credit agreement, GTL must use the incremental $50 million for
acquisitions in the next year, or repay lenders at par value.  The
company said it is currently pursuing two acquisition targets.

S&P's 'B' corporate credit rating on GTL and stable outlook are
not affected by the additional debt.  Pro forma for the
transaction and full-year impact of the DSI and PCS acquisitions
that closed during 2010, adjusted leverage would increase to about
6.3x total debt to EBITDA, as of Dec. 31, 2010, from 5.7x, but
remain consistent with the rating.  S&P expects pro forma adjusted
leverage to return to at least the high-5x range, due to
additional EBITDA from potential acquisitions or repayment of the
incremental debt.

                          Ratings List

                      Global Tel*Link Corp.

          Corporate Credit Rating          B/Stable/--

                           New Ratings

                      Global Tel*Link Corp.

               $445 mil first-lien term loan    B
                 Recovery Rating                3
               $40 mil letter of credit         B
                 Recovery Rating                3


GOTTSCHALKS INC: Chapter 11 Liquidation Plan Effective
------------------------------------------------------
BankruptcyData.com reports that Gottschalks' Amended Chapter 11
Plan of Liquidation became effective and the Company has emerged
from Chapter 11 Bankruptcy protection.

As reported in the Troubled Company Reporter on Feb. 25, 2011,
Bankruptcy Judge Kevin Carey entered an order confirming the
Chapter 11 plan of liquidation of Gottschalks Inc. on Feb. 18.

It took Gottschalks two years since the petition date, and a year
after the Plan filing, to win approval of the Plan.  The Debtor
obtained approval of the explanatory disclosure statement in
January 2010 and voting was done a month later.  Confirmation
hearings on the Plan began in March 2010.

The parties entitled to vote on the Plan -- the "other" secured
claimants and the unsecured claimants -- voted in favor of the
Plan.

River Park Properties III and General Electric Capital Corp. filed
objections to the Plan.  River Park was a defendant to a lawsuit
(Adv. Pro. No. 09-52319) commenced by the Debtor but the parties
later reached a settlement in January 2011.  GE Capital was the
lender who provided loans to the Debtor both prepetition and
postpetition.  GECC was not entitled to vote on the Plan as it was
promised a 100% recovery.

The confirmed Plan provides that the effective date will occur not
later than May 1, 2011.

A copy of the Plan, modified on Feb. 1, 2011, is available for
free at:

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

                      About Gottschalks Inc.

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

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


GREEN STREET: Set to Emerge From Chapter 11 Bankruptcy
------------------------------------------------------
Steve Barnes, writing for Times Union, reports that Green Street
Entertainment is set to emerge from bankruptcy.  The new owner and
operator, pending court approval, will be Jared Horton, a real
estate agent who has worked at Daisy Baker's intermittently over
the years and has managed the restaurant since Green Street filed
for Chapter 11 reorganizational bankruptcy last summer.
Mr. Horton will oversee daily operations and be co-owner along
with a silent investor.

According to the report, Mr. Horton will take over lunch service
as of March 14 and will influence the dinner menu as well,
incorporating Asian-fusion elements.

Green Street will continue to own and operate Bacchus Wood Fired
Pizza, located downstairs from Daisy Baker's in aat 33 Second St.
in downtown Troy, notes Mr. Barnes

Green Street Entertainment operates Daisy Baker's restaurant and
bar in Troy. Green Street Entertainment Corp. filed for Chapter 11
bankruptcy protection on July 23, 2010 in the U.S. Bankruptcy
Court for the Northern District of New York (Case No. 10-12760).


GRUPO GICSA: Moody's Affirms 'B1' Global Scale Issuer Rating
------------------------------------------------------------
Moody's de Mexico affirmed Grupo GICSA, S.A. de C.V.'s MX-2
national scale short-term rating, Not Prime global scale local
currency short-term rating, Baa1.mx national scale issuer rating,
and its B1 global scale local currency issuer rating.  The rating
outlook is stable, which reflects Moody's expectation that GICSA
will at least maintain its current metrics and liquidity position,
as the general economic and financial uncertainties continue to
stabilize.

According to Moody's, these ratings reflect GICSA's business model
as an owner and operator of a portfolio of shopping centers,
offices and industrial properties with recurring leases as well
as an existing development pipeline and a sales revenue stream.
GICSA also has a well established luxury residential sale business
and a 50% JV for the development and ownership of hotels.  The
company has a well diversified portfolio by property type, tenants
and geography.  GICSA has a strong management team with an average
of more than 15 years of experience in the Mexican real estate
sector.  These strengths are tempered by the entity's high
leverage with heavy reliance on property/development specific
financing, some speculative building and cash flows dependent on
property and unit sales, which creates volatility.

Moody's also noted that GICSA's liquidity and funding has been
managed on a non-recourse, project specific, secured debt basis.
The company obtains construction financing for its projects, which
amortizes depending on the type of project.  Its current debt
maturity schedule is well laddered with weighted average debt
maturities over the next three years of 17.4%.  GICSA's
construction financing providers are institutional long term
investors.  However, like most companies in Mexico, GICSA has no
committed line of credit as a backstop to its commercial paper
program.  Nevertheless, the company has generated free cash flows
to cover its commercial paper program by at least 2.2x.  On the
other hand, the company has no unencumbered assets.  However,
GICSA does manage its cash-flow well with enough internally
managed cash-flow and funding to meet its growth plans and pay all
its debt service and it does not pay a regular dividend.

The real estate market in Mexico is very fragmented and highly
competitive and GICSA's large development pipeline translates into
funding and earnings risk.  The company's asset size, however, is
large by Mexican standards and average vs. US real estate
operators, which somewhat mitigates this risk.  Nevertheless,
GICSA's EBITDA has fluctuated substantially due to its aggressive
growth, through development mostly.  Its fixed charge coverage has
fluctuated from 1.5x at its low to 1.9x at its high in the past
three years.  This is a solid number for a developer and
commercial property owner rated B1.

The stable outlook incorporates Moody's expectation that GICSA's
credit metrics at least remain at current levels and or continue
to improve as the company continues to enhance and grow its owned
portfolio, while prudently managing its development pipeline and
at least maintaining its operating margins.  The outlook also
incorporates GICSA's position as a leading owner, operator and
developer of real estate in Mexico.  Moody's will monitor GICSA's
opportunistic investment and growth strategy and the funding of
its growth strategy.

Moody's stated that upward rating movements will be predicated
upon continued successful progress in its development and growth
strategy accompanied by material improvements in the company's
credit profile including: increase in size closer US$5 billion in
total assets, fixed charge coverage including interest,
capitalized interest, principal amortization and JVs, closer to
3X, and Debt/EBITDA closer to 4X.  The company's aggressive growth
and funding strategy, coupled with its limited history of
accessing the public debt markets are challenges to ratings
improvement in the medium term.  Downward rating pressure on both
the global and national scales ratings would occur from any
significant missteps in its development pipeline or growth plans
causing a 10% or more of reduction in revenues.  In addition,
material mismanagement of its development pipeline, causing
returns to fall by more than 15%, its projected occupancies to
decline by more than 10% and deterioration in GICSA's credit
profile: fixed charge coverage below 1.5X and Debt/EBITDA close to
12X, will also place downward ratings pressure.

These ratings were affirmed with a stable outlook:

* Grupo GICSA, S.A. de C.V. -- MX-2 national scale short-term
  rating; Not Prime global scale local currency short-term rating;
  Baa1.mx national scale issuer rating, and a B1 global scale
  local currency issuer rating.

In its most recent rating action with respect to GICSA, Moody's
affirmed its MX-2 national scale rating, Not Prime global scale
local currency short-term rating, Baa1.mx national scale issuer
rating, and its B1 global scale local currency issuer rating on
May 12, 2009.  The rating outlook remained stable.

GICSA, based in Mexico City, Mexico is an owner, operator and
developer of real estate in Mexico.  The company owns a portfolio
of shopping centers, offices and industrial properties with
recurring leases as well as an existing development pipeline and a
sales revenue stream.  GIGSA also has a well established luxury
residential sale business and a 50% JV for the development and
ownership of hotels.


GULFSTREAM INT'L: Asks Court to Set Admin. Expense Bar Date
-----------------------------------------------------------
Gulfstream International Group, Inc., et al., ask the U.S.
Bankruptcy Court for the Southern District of Florida to establish
a bar date for the filing of all administrative claims (other than
professional administrative expenses claims) so as to facilitate
the process of administering the Debtors' case post-closing.

The Debtors state that cause for the granting of the relief sought
is found in the Sale Order which approved the sale of
substantially all of the Debtors' assets to VPAA Co.  The Sale
Order directed the Debtors to seek ?an administrative claims bar
date for no later than 30 days after the Closing.?

Thus, the Debtors request the Court to set the Administrative
Expense Bar Date for the date that is 30 days after the notice of
of the Administrative Expense Bar Date is mailed, which will be on
the first business days following the closing of the Sale.

                 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.


GULFSTREAM INT'L: Wants Until June 2 to Decide on Unexpired Leases
------------------------------------------------------------------
Gulfstream International Group, Inc., et al., have requested the
U.S. Bankruptcy Court for the Southern District of Florida to
extend, on an expedited basis, their March 4, 2011 deadline to
assume or reject unexpired leases for 90 days through and
including June 2, 2011.

The Debtors have sold substantially all of their assets to VPAA
Co., pursuant to the Sale Order of the Court dated Jan. 20, 2011.
The sale contemplated by the Sale Order is scheduled to close
after the purchaser receives all necessary regulatory and
governmental approvals.

The Debtor cites that the purchaser has not yet designated the
specific contracts and leases for assumption and assignment.
Further, the Court has still to hear the objections of
counterparties to the proposed cure amounts of certain of the
executory contracts and leases.

                 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.


HAWKER BEECHCRAFT: Appoints Patrick Kelly as Interim CFO
--------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, announced the
appointment of Patrick Kelly as interim Chief Financial Officer
and Principal Financial Officer. Kelly has a proven track record
as a global senior financial and operating executive with
experience that includes publicly traded and privately held
companies in the airline, travel and technology industries.  His
experience includes board memberships on audit, governance and
executive committees.

Most recently, Kelly served as interim CEO for Express Jet
Airlines in Houston ? a $750 million regional airline with 244
jets serving 151 destinations.  Prior to that, he was CFO for
Vignette Corporation in Austin, Texas.  He also has held
leadership roles with Dell, Trilogy Software, Sabre Holdings and
American Airlines.

Kelly earned a bachelor's degree in computer science from the
University of Virginia School of Engineering in Charlottesville
and a master's degree in finance from Carnegie Mellon University
in Pittsburgh, Pennsylvania.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

The Company's balance sheet at Dec. 31, 2010, showed $3.21 billion
in total assets, $3.42 billion in total liabilities, and
$214.40 million in total deficit.

                           *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service and a 'CCC+'
long-term corporate credit rating from Standard & Poor's Ratings
Services.


HEALTHSOUTH CORP: Moody's Retains 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service commented that the ratings and outlook
of HealthSouth Corp. are unaffected by the announcement that the
company would offer $100 million of unsecured notes maturing in
2018 and 2022 as an add-on to the $275 million 2018 notes and
$250 million 2022 notes issued in October 2010.  Moody's rates
HealthSouth's senior unsecured notes B2.  HealthSouth's Corporate
Family and Probability of Default Ratings remain B1 and the rating
outlook remains stable.

Moody's last rating on HealthSouth was on September 28, 2010, when
Moody's upgraded the company's Corporate Family and Probability of
Default Ratings to B1 from B2 and assigned ratings to the
company's offering of senior unsecured notes.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  The company also provides outpatient services through
a network of outpatient rehabilitation satellite clinics and
hospital-based home health agencies.  HealthSouth recognized
approaching $2.0 billion of revenue in the year ended Dec. 31,
2010.


HEALTHSOUTH CORP: Note Upsizing Won't Affect S&P's 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Birmingham, Ala.-
based HealthSouth Corp. plans to increase the size of its
$275 million senior unsecured note due 2018 by $50 million and
its $250 million senior unsecured note due 2022 by $50 million.
HealthSouth intends to use the proceeds to repay other debt.  S&P
is affirming the 'B+' ratings on these two issues.  The recovery
ratings remain unchanged at '4'.  S&P's corporate credit rating on
HealthSouth is 'B+' and remains unchanged, as does the stable
rating outlook.

The speculative-grade ratings on HealthSouth Corp. reflect the
company's narrow service niche and difficult regulatory and
reimbursement environment tied to its focus as the largest
provider of inpatient rehabilitative health care services in the
U.S. The ratings also reflect HealthSouth's aggressive financial
risk profile.

                          Ratings List

                        HealthSouth Corp.

         Corporate Credit Rating            B+/Stable/--

                        HealthSouth Corp.

                        Ratings Affirmed

              Senior unsec. notes due 2018       B+
               Recovery rating                   4
              Senior unsec. notes due 2022       B+
               Recovery rating                   4


HERCULES OFFSHORE: To Amend $475-Mil. and $175-Mil. Loans
---------------------------------------------------------
Hercules Offshore, Inc. announced that the administrative agent
under the Company's Credit Agreement has received the lender
consents necessary to amend the terms of its Credit Agreement that
governs its $475 million term loan and $175 million revolving
credit facility.  The amendment is subject to certain closing
conditions, and the Company currently expects to close the
amendment within the next week.  The amendment modifies various
terms and conditions of the Credit Agreement to, among other
things:

   -- Allow for the use of cash to purchase assets from Seahawk
      Drilling, Inc., to the extent set forth in the Company's
      previously disclosed Asset Purchase Agreement with Seahawk;

   -- Exempt the pro forma treatment of historical results from
      the Seahawk assets with respect to the calculation of the
      financial covenants in the Credit Agreement; and

   -- Increase the Company's investment basket to $50 million from
      $25 million.

The interest rate on borrowings under the Credit Facility will
increase to 5.5% plus LIBOR, compared to a prior rate of 4.0% plus
LIBOR.  There will continue to be a 2.0% floor rate on LIBOR.  The
Company also agreed to pay consenting lenders an upfront fee of
0.25% on their commitment.  Total commitments on the revolving
credit facility, which is currently unfunded, will be reduced to
$140 million from $175 million.

Stephen M. Butz, Senior Vice President, Chief Financial Officer
and Treasurer, stated, "We are grateful for the continued support
of our lender group.  This credit facility amendment is a critical
element in our efforts to better position the Company for long
term success.  In addition to allowing for the purchase of the
Seahawk assets under the terms provided in our Asset Purchase
Agreement with Seahawk, the amendment provides the financial
flexibility needed to navigate through what has been a very
challenging operating environment, which we expect to improve over
time."

            Earnings Release Date and Conference Call

The Company has scheduled a conference call to discuss its fourth
quarter and full year 2010 financial results on March 9, 2011.
The call will take place at 10:00 a.m. CST (11:00 a.m. EST).  The
financial results are scheduled to be released publicly prior to
market opening in the United States on that same day.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter reported on Nov. 17, 2010, that
Moody's Investors Service downgraded the Corporate Family Rating
of Hercules Offshore Inc. and the Probability of Default Rating to
'Caa1' from 'B2'.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HESS-TRIGARD: Probe Nears End; Faces Suit Over Nonperformance
-------------------------------------------------------------
Michael Buettner, writing for The Progress-Index in Pettersburg,
Virginia, reported that Donald Matthys, investigator with the
Petersburg Commonwealth's Attorney's Office, last week confirmed
that his office and the Petersburg Bureau of Police are
investigating complaints from customers of Hess-Trigard Inc.  Mr.
Matthys said the probe is almost complete, but declined to make
any additional comment.

Progress-Index also reported that two civil cases filed recently
against Hess-Trigard in Petersburg General District Court were
continued until April 2011.  According to the report, Chesterfield
County residents Howard M. Bickings and Phyllis Taylor had
separately filed actions seeking warrants in debt against the
company, alleging that they had paid in advance for products or
services that have not been provided.

Progress-Index recounted that former Hess-Trigard customer Ruby M.
Tucker last year filed a similar action for a warrant in debt
against the company, and in October the court awarded her a
judgment of $1,150 plus interest and costs.  Ms. Tucker said she
has not been able to contact the company to seek payment of the
judgment.

According to Progress-Index, Ms. Tucker said she paid Hess-Trigard
in March 2010 for opening and closing a grave and placing a marker
at Dinwiddie Memorial Park, a cemetery that formerly was owned by
Ronald D. Hess.  The cemetery company filed for Chapter 11
bankruptcy protection in October 2009, and ownership was
transferred in January 2010 to its largest creditor, Beta Capital
Corp., a Portsmouth-based company that now operates it through a
subsidiary, Trinity Cemetery LLC.

Progress-Index noted that the status and ownership of Hess-Trigard
are unclear.  According to the report, callers to the newspaper
were under the impression that Ronald D. Hess is the owner or
co-owner of Hess-Trigard.  But the State Corporation Commission's
online record of the company's corporate registration did not list
him as an officer or agent.  Instead, it listed Beverly Sue Hess
as president.  That registration with the SCC was terminated on
Jan. 31 for nonpayment of the annual fee.

Progress-Index further noted that Hess-Trigard has not operated
from its former location at 356 S. Crater Road since mid-January,
when the newspaper reported that customers had been calling the
newspaper with reports that they had paid amounts of as much as
$2,500 for headstones that had not been delivered, in some cases
more than six months after payment was made.

Progress-Index also said the Company could not be reached for
comment.  Phone numbers listed for the company and a residential
listing for Beverly Hess are no longer in service.

Progress-Index also reported that late in January a Richmond law
firm that represents BB&T Corp. filed documents in Petersburg
Circuit Court to begin foreclosure proceedings against the
property on Crater Road where Hess-Trigard had been in business
since 1994.

                   About Dinwiddie Memorial Park

Dinwiddie Memorial Park, Inc., in Petersburg, Virginia, filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 09-36805) on
Oct. 19, 2009.  Chief Judge Douglas O. Tice Jr. presided over the
case.  Robert S. Westermann, Esq. -- rwestermann@hf-law.com -- at
Hirschler Fleischer, P.C., serves as bankruptcy counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and $500,001 to $1 million in debts.


HOMELAND SECURITY: SEC Inks Indemnification Pact with President
---------------------------------------------------------------
On Feb. 22, 2011, Christopher P. Leichtweis, the president of
Homeland Security Capital Corporation, and his wife, Myra
Leichtweis, entered into an Indemnification and Compensation
Agreement with Safety & Ecology Holdings Corporation, a wholly-
owned subsidiary of the Company, and its operational subsidiary,
Safety and Ecology Corporation, Inc., pursuant to which SEC has
agreed to:

   (i) indemnify Leichtweis against losses suffered by Leichtweis
       in connection with any proceeding or investigation, direct
       or derivative, which arises out of or is directly related
       to any of the indemnity and guarantees that Leichtweis has
       personally entered into, or will, in the future, enter
       into, with third parties regarding bonded projects for the
       benefit of SEC; and

  (ii) compensate Leichtweis at a rate of 0.75% of the value of
       bonds for which Leichtweis has entered into Indemnities,
       but only those that have been approved in accordance with
       the terms of the Agreement.

Mr. Leichtweis is also the Chief Executive Officer of SEC.

A full-text copy of the Indemnification Agreement is available for
free at http://ResearchArchives.com/t/s?7457

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

The Company's balance sheet at Sept. 30, 2010, showed
$37.28 million in total assets, $38.11 million in total
liabilities, and a stockholders' deficit of $1.00 million.


HOPE SPRINGS: Can Use U.S. Bank Collateral Until April 30
---------------------------------------------------------
Judge Basil H. Lorch III signed off on an Amended Agreed Entry
Regarding Final Use of Cash Collateral between Hope Springs
Partners, LLC and U.S. Bank National Association.  The Order
allows the Debtor continued use of cash collateral securing its
obligations to U.S. Bank.  That access was to expire Feb. 2 absent
the extension.

U.S. Bank holds a valid, properly filed, and perfected first
priority mortgage, and lien on the Debtor's real property and
related improvements located at the intersection of N.C. Highway
16 and N.C. Highway 73 in Lincoln County, North Carolina, which
property is more commonly known as Catawba Springs Promenade.  To
finance the development and construction of Catawba Springs
Promenade, U.S. Bank and the Debtor executed a Construction Loan
Agreement dated June 28, 2006, with respect to a loan from U.S.
Bank for $14,700,000.  The total amount due with respect to the
Loan as of the Petition Date was not less than $5,446,492.88, plus
accruing interest, costs and fees.  The Debtor intends to continue
operating the Property.

U.S. Bank is willing to permit the Debtor to use the Cash
Collateral through April 30, 2011, provided that the Court,
pursuant to sections 363 of the Bankruptcy Code, provides U.S.
Bank with a continuing lien on all of the Debtor's assets, equal
to and consistent with the lien that U.S. Bank had prepetition,
authorizes the Debtor to make adequate protection payments to U.S.
Bank during the term of the Agreed Final Entry, grants U.S. Bank
an administrative expense claim with respect to the repayment of
the funds used by the Debtor and provided that the Debtor is
allowed to use the Cash Collateral only upon the terms, conditions
and limitations set forth in the Agreed Final Entry.

U.S. Bank is represented by:

          Ronald E. Gold, Esq.
          Joseph B. Wells, Esq.
          FROST BROWN TODD LLC
          2200 PNC Center
          201 East Fifth Street
          Cincinnati, Ohio 45202
          Telephone: 513-651-6800
          Facsimile: 513-651-6981
          E-mail: rgold@fbtlaw.com

Carmel, Indiana-based Hope Springs Partners, LLC, filed for
Chapter 11 bankruptcy protection on Nov. 19, 2010 (Bankr. S.D.
Ind. Case No. 10-17467), estimating assets at $10 million to
$50 million and debts at $1 million to $10 million.  No committee
of unsecured creditors has been appointed in the Chapter 11 case.

Jeffrey J. Graham, Esq., and Jerald I. Ancel, Esq., at Taft
Stettinius & Hollister LLP, originally represented the Debtor in
its restructuring effort.  They were terminated as of Dec. 22,
2010.  The Debtor is now being represented by:

          Ross M. Kwasteniet, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle Street
          Chicago, IL 60654
          Telephone: (312) 862-2069
          Facsimile: (312) 862-2200
          E-mail: ross.kwasteniet@kirkland.com


HOVNANIAN ENTERPRISES: SVP & CAO P. Buchanan to Retire on May 6
---------------------------------------------------------------
On Feb. 23, 2011, Hovnanian Enterprises, Inc. announced that Paul
W. Buchanan, Senior Vice President and Chief Accounting Officer of
the Company, will retire effective May 6, 2011.  Mr. Buchanan
recently marked his 30th anniversary with the Company, initially
joining the Company as Corporate Controller in 1981.

Additionally, the Company announced that Brad G. O'Connor was
appointed Chief Accounting Officer, effective May 6, 2011.  Mr.
O'Connor will also continue to hold his current position of Vice
President and Corporate Controller.  Mr. O'Connor, age 40, joined
the Company as Vice President, Associate Corporate Controller in
May 2004, and in December 2007, Mr. O'Connor was named to his
current position.  Prior to joining the Company, Mr. O'Connor
served as Controller for Amersham Biosciences, a global biotech
company, and was a Senior Manager in the audit practice at
PricewaterhouseCoopers LLP.  Mr. O'Connor is a Certified Public
Accountant and holds a B.S. in Finance from Pennsylvania State
University and an M.B.A. from Columbia University.

                    About Hovnanian Enterprises

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

The Company's balance sheet at Oct. 31, 2010, showed $1.82 billion
in total assets, $2.15 billion in total liabilities, and a
stockholders' deficit of $337.94 million.

                           *     *     *

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

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

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

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


J&J WAREHOUSE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J&J Warehouse Company LLC
          fdba First Park Place LLC
        4120-4160 N. Maine Avenue & 14417-14547 Ramona Boulevard
        Baldwin Park, CA 91706

Bankruptcy Case No.: 11-18813

Chapter 11 Petition Date: March 1, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES APC
                  16030 Ventura Boulevard, Suite 470
                  Encino, CA 91436
                  Tel: (818) 855-5900
                  Fax: (818) 855-5910
                  E-mail: ilandsberg@landsberg-law.com

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

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

The petition was signed by Sang Min Han, president of J&J
Warehouse Company, Inc., managing member.

Debtor's List of 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Waste Management of San Gabriel    Business Debt            $5,718
and Pomona Valley
P.O. Box 7814
Baldwin Park, CA 91706

NewMark Merrill Companies, LLC     Business Debt            $4,000
5850 Canoga Avenue, Suite 650
Woodland Hills, CA 91367

Aedas LA, LLP                      Business Debt            $2,444
1319 Abbot Kinney Boulevard
Venice, CA 90291

Valley County Water District       Business Debt            $2,184

Good Time Productions, Inc         Business Debt            $1,911

CAM Services                       Business Debt            $1,080

Mark Smith Contracting             Business Debt              $700

Showcard Sign Co., Inc             Business Debt              $374

Linc Lighting & Electrical         Business Debt              $320

AdSpec                             Business Debt              $282

In Focus Advertising               Business Debt              $150

Frank's Lock & Door Closers        Business Debt              $119

ABZ Pest Control Services, Inc.    Business Debt              $110

Verizon Communications             Business Debt               $84

TR Credit                          Business Debt               $29


JB BOOKSELLERS: Wants Lease Decision Period Extended to June 9
--------------------------------------------------------------
JB Booksellers, Inc., et al., ask the U.S. Bankruptcy Court for
the Eastern District of Kentucky to extend the deadline for the
Debtors to assume or reject unexpired non-residential real estate
leases until the confirmation of a plan of reorganization, or
absent plan confirmation, for an additional 90 days, or until
June 9, 2011.

The Debtors say the 120-day period from the petition date granted
by the Bankruptcy Code to assume or reject unexpired leases in
insufficient to fully evaluate the unexpired leases and avoid
making hasty and ill-informed decisions.

The Debtors say that the limited extension requested is
appropriate given the importance of the decision whether to assume
or reject the unexpired Leases.

Cincinnati, Ohio-based Joseph-Beth Booksellers, LLC, operated
eight full service retail bookstores of which four remain open.
The Company also operate several cafes, which are attached to the
bookstores.  The Debtors have recently established a health and
wellness niche bookstore, which is located in the Cleveland Clinic
in Cleveland, Ohio.  The Company filed for Chapter 11 protection
on Nov. 11, 2010 (Bankr. E.D. Ky. Case No. 10-53594).  The case is
jointly administered with JB Booksellers, Inc. (Bankr. Case No.
10-53593).  Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl, LLP,
in Lexington, Ky., and Kim Martin Lewis, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl, LLP, in Cincinnati, Ohio,
represent the Debtor.  The Debtor disclosed assets of $15,941,680
and liabilities of $18,501,989 as of the Chapter 11 filing.

Lowenstein Sandler PC and Frost Brown Todd LLC, serve as co-
counsels for the Official Committee of Unsecured Creditors.  Traxi
LLC, serves as financial advisor to the Committee.


JEFFERSON COUNTY: To Tap FTI Consulting as Advisors
---------------------------------------------------
Reuters reports that Jefferson County in Alabama is looking to
hire business advisors FTI Consulting Inc. to help sort out
massive debts that may force America's biggest municipal
bankruptcy.  Reuters relates Richard Finley, chief of operations
for Jefferson County Commissioner George Bowman, said county
officials have been in talks with FTI and expect to vote on
March 8 on an agreement.

Alabama's new governor, Republican Robert Bentley, warned in a
February interview with Reuters that the county should strongly
consider filing Chapter 9 bankruptcy -- if its creditors failed to
make concessions.

Reuters relates officials of FTI, based in West Palm Beach,
Florida, were not immediately available to comment.  Reuters notes
FTI said last week in an earnings report that it expected its
corporate and restructuring consultancies to be sluggish in fiscal
2011.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.

                           *     *     *

In August 2010, Standard & Poor's Ratings Services withdrew its
underlying rating on Jefferson County, Ala.'s series 2001B general
obligation warrants.  S&P lowered the SPUR to 'D' from 'B' on
Sept. 24, 2008, due to the county's failure to make a principal
payment on the bank warrants due Sept. 15, 2008, in accordance
with the terms of the Standby Warrant Purchase Agreement.

The county and the banks entered into a forbearance agreement that
effectively delayed payments due under the SWPA.

In January 2011, American Bankruptcy Institute reported that
officials from debt-laden Jefferson County were scheduled to meet
with representatives from PricewaterhouseCoopers and Alvarez &
Marsal, the first step in a nationwide search for a financial
turnaround firm.


JETBLUE AIRWAYS: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for JetBlue
Airways Corp. at 'B-' and the senior unsecured rating which
applies to approximately $324 million of convertible notes, at
'CC' with a Recovery Rating of 'RR6'.  The Rating Outlook for JBLU
is Stable.

The affirmation of the 'B-' IDR and the Stable Outlook reflect
JBLU's high lease-adjusted leverage, its weaker free cash flow
outlook for 2011, and continuing vulnerability to rapidly changing
industry operating conditions as crude oil and jet fuel prices
move materially higher.  Despite management's focus on the need
for positive FCF in its pursuit of a healthier balance sheet over
time, Fitch's 2011 base case projections call for the airline to
report negative FCF in excess of $100 million.  At approximately
$1 billion (25% of annual revenues), unrestricted liquidity is
sufficient to guard against the negative cash flow impact of a
sustained rise in energy costs, but JBLU will likely see debt
levels rise modestly this year as it seeks to maintain stable
liquidity in the face of a more challenging fuel price
environment.

Relative to the rest of the U.S. industry, JBLU plans to add
significantly more scheduled capacity in 2011.  Current plans call
for available seat miles to grow by between 7 and 9 percent this
year, as the carrier continues to build its presence in Boston and
the Caribbean.  To support the higher growth rate, JBLU expects to
take delivery of nine new aircraft (four Airbus A320s and five
Embraer E190s).  This will drive 2011 capital spending up to
approximately $515 million, compared with about $300 million in
2010.  As a result, JBLU's FCF outlook is weaker this year,
assuming some degree of margin pressure in the face of higher
average jet fuel prices of $2.90 per gallon or higher for all of
2011.

The rapid spike in energy prices during February has underscored
the importance of industry capacity discipline and a continuation
of the widely-shared industry view that fares must increase
steadily this year to offset some of the fuel cost pressure.  Year
to date, at least five domestic fare hikes have succeeded, with
all major carriers (including JBLU and Southwest Airlines)
participating.  This is an encouraging indication of the
industry's ability to respond to the fuel spike, but all carriers
will nevertheless face higher 2011 operating expenses and lower
margins as a result.

JBLU's fuel hedge position is relatively strong, with
approximately 32% of 2011 consumption hedged.  Taken together,
however, higher fares, new fuel surcharges and hedges should
offset only part of the negative cash flow effects associated with
higher average fuel prices.  Each 10-cent change in the average
price of jet fuel drives approximately $50 million of annual
operating costs, excluding the cash-saving impact of hedges that
are now largely in the money.

JBLU weathered the 2008-09 industry downturn well, and it is in a
better position to cope with future operating stress than its
legacy carrier competitors.  In large part this reflects the low
fare and largely domestic orientation of its route network, as
well as management's proven ability to defer aircraft capital
spending during periods of weak cash flow.  In addition, JBLU
faces relatively modest fixed cash obligations ($185 million in
scheduled 2011 maturities) and no near-term labor cost risk, since
its workforce remains non-union.  Finally, while JBLU has seen
non-fuel operating cost pressure of late, its cost structure is
still highly competitive.

The outlook for passenger unit revenue growth in 2011 remains
good, with no evidence as yet that industry fare actions are
leading to significant demand destruction.  Relatively slow
domestic ASM growth this year should support better yields in the
context of U.S. economic growth in the neighborhood of 3%.
Passenger yield and unit revenue comparisons, however, will become
more difficult later in the year.  JBLU's 2011 revenue results
should also benefit from stronger growth in ancillary fee-based
revenue streams.  In a fuel scenario where 2011 jet fuel prices
average $2.90 per gallon (compared with an actual average price of
$2.29 per gallon in 2010), high single-digit revenue per ASM
growth this year would allow JBLU to report generally stable
operating margins versus 2010.  This in turn would support a
generally stable liquidity outlook for the remainder of the year.

Debt levels are likely to rise modestly in 2011 as new financing
commitments for aircraft deliveries offset the relatively small
level of scheduled principal payments.  Fitch expects lease-
adjusted leverage (debt and leases relative to EBITDAR) to remain
above 6x this year, absent a significant fuel price correction and
associated margin expansion.

Any negative revision of JBLU's Rating Outlook would necessarily
involve a deterioration of its liquidity position as a result of
intense pressure in the industry operating environment and
unrestricted cash and investments balances falling below
$800 million.  Absent an extreme and sustained fuel price shock
accompanied by diminished industry pricing power, Fitch does not
expect to revise the Stable Outlook during 2011.

The 'RR6' recovery rating for JBLU's convertible debentures
reflects expected recoveries of less than 10% for holders in a
default scenario.  The carrier's debt structure is almost entirely
secured, and virtually no unencumbered assets are available to
support future secured borrowings.


JONES GROUP: Moody's Assigns 'Ba3' Rating to $300 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to The Jones Group
Inc's proposed $300 million new senior unsecured notes due 2019.
Proceeds from the notes will be used for general corporate
purposes.  Jones' Ba2 Corporate Family and Probability of Default
ratings were affirmed.  The company has an SGL-1 Speculative Grade
Liquidity rating and a stable rating outlook.

                        Ratings Rationale

The affirmation of Jones' Ba2 Corporate Family Rating considers
that despite the increase in leverage resulting from the new debt
offering -- pro forma debt/EBITDA is about 4 times -- key credit
metrics will remain solid given Moody's expectation that Jones'
continuing restructuring of its retail operations will have a
positive impact on performance.  This should enable the company to
sustain operating performance even in the face of a significantly
rising commodity costs and moderate recovery in consumer spending.
It should also enable the company to reduce its debt/EBITDA in the
next 12-18 month period to below 4 times.

Jones' Ba2 Corporate Family Rating also considers the company's
large size in terms of revenue and the breadth of its brand and
product portfolio.  The ratings are constrained by Jones' low
operating margins relative to its peers and significant reliance
on the department store and mid tier channels which on a combined
basis, currently account for more than 50% of total revenue.

The Ba3 rating on the proposed notes -- one notch below the
Corporate Family Rating -- reflects the notes' junior position to
Jones' $650 million secured asset based revolving credit facility
which has a security interest in the company's accounts receivable
and inventory.

The stable rating outlook reflects Jones' strong franchise in the
apparel industry and very good liquidity profile.  Ratings could
be upgraded if Jones demonstrates sustained organic revenue growth
with reported operating margins approaching 7.0%.  Quantitatively
ratings could be upgraded if debt/EBITDA approached 3.0 times and
EBITA/interest approached 3.5 times.  Ratings could be lowered if
revenues continue to contract, operating margins approached 5.0%,
debt/EBITDA were sustained above 4.25 times, or EBITA/interest
were sustained below 2.5 times.  Negative rating momentum would
also build if Jones liquidity position were to erode or if the
company undertook more aggressive financial policies, such as
utilizing the significant portion of existing cash balances to
fund share buybacks.

Ratings affirmed and LGD assessments amended:

  -- Corporate Family Rating at Ba2

  -- Probability of Default Rating at Ba2

  -- Speculative Grade Liquidity rating at SGL-1

  -- Senior Unsecured Shelf at (P) Ba3

  -- $250 million senior unsecured notes due 2014 at Ba3 (to LGD
     4, 67% from LGD 4, 68%)

  -- $250 million senior unsecured notes due 2034 at Ba3 (to LGD
     4, 67% from LGD 4, 68%)

New ratings assigned:

  -- $300 million senior unsecured notes due 2019 at Ba3 (LGD 4,
     67%)

The Jones Group Inc. is a designer, marketer and wholesaler of
branded apparel, footwear, and accessories.  The company also
markets directly to consumers through various mall based specialty
retail stores and outlet stores.  Jones owns a number of
nationally recognized brands including Jones New York, Anne Klein,
Nine West, Gloria Vanderbilt, Stuart Weitzman, and l.e.i.  The
company generates approximately $3.6 billion of annual revenues.

The last rating action on Jones Group Inc. was on January 8, 2009,
when the company's senior unsecured notes were downgraded to Ba3
from Ba2 following the company's execution of a secured revolving
credit facility.


JONES GROUP: S&P Assigns 'B+' Rating to Senior Unsecured Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
senior unsecured debt rating to Bristol, Pa.-based The Jones Group
Inc.'s proposed $300 million senior notes due 2019.  The recovery
rating is a '5' indicating expectations for modest (10%-30%)
recovery in the event of default.

The company has stated it will use the proceeds from these notes
to repay any borrowings under its credit facility ($14.5 million
as of March 1, 2011) and for general corporate purposes.  Proceeds
from the offering will also replenish liquidity following the
company's cash acquisition of a 55% interest in Stuart Weitzman
Holdings ($180 million) completed in June 2010.  Pro forma for
this transaction, S&P estimates that debt to EBITDA leverage will
increase from about 2.5x for fiscal 2010 to about 3.2x.

The ratings on Jones reflect the company's aggressive financial
risk profile and fair business risk profile given the very
competitive nature of the apparel and footwear businesses, and the
company's concentration in the department store channel.  These
factors are somewhat offset by the company's scale and well-
recognized brands in the women's apparel and footwear segments
(including the Jones brands, Nine West, Anne Klein, Rachel Roy,
Stuart Weitzman, Gloria Vanderbilt, Robert Rodriguez, and l.e.i.)
and its product portfolio diversity.  The ratings also reflect the
company's ability to generate positive cash flow despite difficult
retail conditions, especially in the department store channel.

The 'BB-' corporate credit rating on Jones Group remains
unchanged.

                          Ratings List

                        Jones Group Inc.

           Corporate Credit Rating     BB-/Positive/--
           Senior unsecured debt       B+
             Recovery rating           5

                           New Ratings

                         Jones Group Inc.

                 $300 mil sr notes due 2019  B+
                   Recovery rating           5


JORMAC ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jormac Electric Inc.
          dba Jormac Controls
        11410 NE 124th Street, #127
        Kirkland, WA 98034-4399

Bankruptcy Case No.: 11-12271

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  LAW OFFICES OF CHARLIE JOHNSON
                  5413 Meridian Avenue N, Suite A
                  Seattle, WA 98103-6138
                  Tel: (206) 632-8980
                  E-mail: charlie@johnsonlaw.com

Scheduled Assets: $1,473,288

Scheduled Debts: $1,234,840

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-12271.pdf

The petition was signed by Robbin L. McAndrews, president.


JS WESTON: Court Denies Motion to Employ Rodney Salvati as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
denied the request of J.S. Weston's Inc., for the employment of
Rodney L. Salvati, Esq., as its counsel, citing that Mr. Salvati
does not qualify as a disinterested person as defined by the
Bankruptcy Code and Rules.

                       About J.S. Weston's

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection on November 11, 2010 (Bankr. M.D. Fla. Case
No. 10-27273).  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.


JS WESTON: Creditor SunTrust Mortgage Seeks Relief from Stay
------------------------------------------------------------
SunTrust Mortgage, Inc., has requested the U.S. Bankruptcy Court
for the Middle District of Florida to grant it relief from stay in
order that it can pursue its in rem remedies without further
delay, or require J.S. Weston's, Inc., to provide it adequate
protection and award bankruptcy fees and cost of $800 and other
relief as the Court may deem proper.

The Bankruptcy Court has set a preliminary hearing on the motion
for March 3, 2011, at 10:30 a.m.

SunTrust asserts that it is owed an approximate principal balance
of $1,433,701 secured by the Debtor's real property at 985 Gulf
Blvd, in Englewood, Fla.  Suntrust says that subject property has
not been claimed as exempt by the Debtor, thus, it is not
necessary to an effective reorganization by the Debtor.

SunTrust is represented by:

     Antonio Alonso., Esq.
     LAW OFFICES OF MARSHALL C. WATSON, P.A.
     1800 N.W. 49th Street, Suite 120
     Fort Lauderdale, FL 33309
     Tel: (954) 453-0365
     Fax: (954) 689-3517

                       About J.S. Weston's

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection on November 11, 2010 (Bankr. M.D. Fla. Case
No. 10-27273).  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.


JS WESTON: Receiver Taps James Ink to Conduct Engineering Study
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
scheduled a preliminary hearing for March 3, 2011, at 10:30 a.m.
to consider the motion of Receiver A. J. Parsons, Jr., to employ
James Ink of Inkwerks, Coastal Design & Development Consultants, a
Florida registered professional engineer, as professional.

Mr. Parsons was appointed as receiver for the resort owned by the
Debtor, generally referred to as WESTON'S, in a State Court
proceeding which appointment preceded the filing of the Debtor's
bankruptcy.  Subsequently, this Court confirmed and allowed Mr.
Parsons to continue as receiver in accordance with the Court's
order dated Dec. 27, 2010.

Mr. Ink will provide an infrastructure assessment on the Weston
Resort, at 985 Gulf Blvd., in Englewood, Fla., which work will
include the approximately 18 buildings, gulf front seawall, bay
front seawall, and 4 wood multi slip docks.  The total fee for
services will be $5,100.

To the best of A.T. Parsons'knowledge, James Ink is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code, and represents no interest adverse to the
Debtor or its estate.

A.J. Parson, Jr., is represented by:

     Melville G. Brinson, III
     ADAMS & BRINSON
     8359 Stringfellow Road
     St. James City, FL 33956
     Tel: (239) 282-0551
     Fax: (239) 282-0515

                       About J.S. Weston's

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection on November 11, 2010 (Bankr. M.D. Fla. Case
No. 10-27273).  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.


JS WESTON: U.S. Trustee Wants Case Dismissed for Cause
------------------------------------------------------
Don Walton, the United States Trustee for Region 21, has requested
the U.S. Bankruptcy Court for the Middle District of Florida to
dismiss J.S. Weston's Inc.'s bankruptcy case, citing, among other
things:

a) a Disclosure Statement and Chapter 11 Plan has not been
filed.

  b) the State Court Receiver is still in possession of the
     principal assets of the bankruptcy estate.

  c) Virtual Realty Enterprises, LLC, an asserted secured lender
     with what appears to be a first mortgage on the real estate
     holdings of the Debtor obtained stay relief at the hearing on
     Feb. 17, 2011.

  d) the entity has filed to pay quarterly fees since filing.

  e) the Receiver reports that have been filed through Jan. 31,
     2011, indicates that there is a continuing loss to or
     diminution of the estate together with an absence of a
     a reasonable likelihood of rehabilitation.

                       About J.S. Weston's

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection on November 11, 2010 (Bankr. M.D. Fla. Case
No. 10-27273).  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.


K-V PHARMACEUTICAL: Signs Deal for $32 Mil. Private Placement
-------------------------------------------------------------
K-V Pharmaceutical Company announced that it has entered into a
definitive agreement with a group of institutional investors to
raise approximately $32 million of gross proceeds from a private
placement of 9,950,000 shares of its Class A Common Stock at $3.25
per share.  The Company will use $20 million of the proceeds from
the financing to repay certain outstanding amounts and other
outstanding obligations under its credit agreement with U.S.
Healthcare and the remainder for general corporate purposes,
including the launch of MakenaTM.  Subject to the satisfaction of
customary closing conditions, the private placement is expected to
close and fund on or about Feb. 17, 2011.

The Company also announced it has agreed to terms with US
Healthcare I, L.L.C. and US Healthcare II, L.L.C., affiliates of
New York based Centerbridge Partners, L.P. to close on a multi-
draw financing facility with a total commitment of $130 million.
The amendment is expected to be completed on or prior to Feb. 18,
2011.  In addition, the Company has agreed to issue additional
warrants to purchase 7,450,899 shares of the Company's Class A
Common Stock, subject to completion of the private placement, at
an exercise price of $1.62 per share.

Upon completion of the definitive agreement, the loan terms and
covenants will be amended to reflect the Company's current
projections and timing of certain anticipated future events,
including the planned disposition of certain assets.  The
significant components of the amended agreement will include
extending the $60 million payment that was due on March 20, 2011
to three payments of $20 million each with the first payment due
upon closing and funding the private placement, $20 million due in
April 2011 and $20 million due in August 2011.  In addition, all
past covenant issues will be waived.

In addition to the loan balance which remains outstanding on
Feb. 14, 2011, future draws against the facility, subject to
achievement of certain MakenaTM related milestones, are
anticipated to be $15 million in March 2011, $15 million in May
2011 and $10 million in each of July, August, September and
October 2011.

The shares of Class A Common Stock sold in the private placement
have not been registered under the Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
in the United States absent registration with the Securities and
Exchange Commission or an applicable exemption from the
registration requirements.  The Company has agreed to file a
registration statement with the Securities and Exchange Commission
covering the resale of the common stock sold in the private
placement.

Jefferies & Company, Inc. acted as sole placement agent on the
private placement. Jefferies & Company, Inc. and Alvarez & Marsal
advised the Company with respect to the restructuring of the
Senior Secured Facility.

                      About KV Pharmaceutical

KV Pharmaceutical Co., with headquarters in St. Louis, Missouri,
is a specialty pharmaceutical company that develops, manufactures
and markets innovative branded, quality generic/non-branded and
unique specialty ingredient products, utilizing proprietary drug
delivery technologies.  In addition to its comprehensive research
& development and manufacturing processes, KV has broad marketing
and sales capabilities through its two wholly owned subsidiaries,
Ther-Rx Corporation, marketing branded products and ETHEX
Corporation, marketing generic/non-branded products.


LACK'S STORES: Going Out of Business Sales Gross $35 Million
------------------------------------------------------------
Barry Harrell at STATESMAN.COM, citing papers filed with the
court, reports that Lack's Stores Inc.'s going out of business
sales have liquidated all of the Company's furniture inventory and
accounted for gross sales of $35 million.

According to court documents, the sales accounted for about
$12 million more than the company had projected.  The filing
requested additional time for Lack's to file its final
reorganization plan with the court.

A hearing was set in Houston this week for the court to consider
various aspects of the bankruptcy case, including proposed sale of
several properties owned by Lack's.  One of those is a 56,000
square foot building on 4.9 acres at 2020 W. Anderson Lane in
Austin.  Austin developer Peter Barlin has submitted a $3.1
million bid for the property, according to court documents.

                        About Lack's Stores

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

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

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


LAWRENCE BUILDING: Gets Last Chance to Sell Building
----------------------------------------------------
Bankruptcy Judge Dennis Montali indicated that the defendants in
the lawsuit, The Lawrence Building Company, v. Jon C. Thush,
Sandra Thush, et al., Adv. Pro. No. 10-03189DM., 10-03279DM, are
entitled to summary judgment in all respects in the adversary
proceeding, but nonetheless gave Lawrence Building one short
period of time to attempt to effect a sale or refinancing of a
commercial building it acquired from the Defendants in a 2003
deal, on terms that would provide the Defendants with their pay-
off figure.  The Defendants are seeking to foreclose on the
Property as the Debtor has failed to make payments on account of a
promissory note.  The Debtor has sued the Defendants in the Santa
Clara Superior Court over a dispute on the payments.  The suit has
been removed to the Bankruptcy Court.

According to Judge Montali, because it would appear that all that
remains is for the Defendants to complete their foreclosure of the
Property -- whether judicially or nonjudicially -- relief from
stay would appear to be appropriate.  If necessary, the Court
could remand the removed action but a final judgment in the
adversary proceeding may suffice.

Judge Montali will conduct a status conference on March 15, 2011,
at 9:30 a.m.

A copy of the Court's Feb. 28, 2011 Memorandum Decision is
available at http://is.gd/vh2ycZfrom Leagle.com.

The Lawrence Building Co. is a commercial property owner in
downtown San Jose, California.  Lawrence Building filed for
Chapter 11 on Oct. 4, 2010 (Bankr. N.D. Calif. Case No. 10-33938).
Sheila Gropper Nelson, Esq., in San Francisco, California, serves
as counsel to the Debtor.  The Debtor estimated assets and debts
of $1 million to $10 million in its Chapter 11 petition.  Lawrence
Building first filed for Chapter 11 (Bankr. N.D. Calif. Case No.
08-50317) on January 28, 2008.  That case was later dismissed.


LEED CORP: Files Ch. 11 Plan; Unsecureds to Get 50% of Net Profit
-----------------------------------------------------------------
The Leed Corporation filed with the U.S. Bankruptcy Court for the
District of Idaho on Feb. 24, 2011, a proposed Chapter 11 plan and
disclosure statement describing its proposed plan.

The Plan contemplates restructuring of the corporate organization
and the capital structure of the Debtor in compliance with 11
U.S.C. Section 1129(b)(2)(B)(ii).  Upon confirmation the equity
interest of the prepetition shareholders will be extinguished.
Ownership of the Debtor postpetition will be vested in Lon E.
Montgomery, who will own 100% of the Reorganized Debtor.

Uncontested unsecured claims against the Debtor will receive
during each of Plan Years One through Five 50% of the net profit
to be shared pro rata.  In addition, the net litigation recovery
received by the Debtor will be paid to members of this class.

The total amount of unsecured claims is $1,515,618.

For a period of fiveyears from the effective date of the plan,
funds necessary for the satisfaction for creditors? claims will be
generated from the following sources:

A. Future Sales & Service Revenue;

B. Sale of real property;

Debtor will pay all administrative expenses in full, as approved
by the Court, pursuant to the terms of this Plan.

All property of the Debtor will be retained by the Debtor, except
as specifically provided for otherwise in the Plan.

A copy of the Plan and Disclosure Statement is available for free
at:

      http://bankrupt.com/misc/LeedCorp.Plan.pdf

      http://bankrupt.com/misc/LeedCorp.DS.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including construction and land development,
well as landscaping and related care and maintenance in southern
Idaho, primarily based out of Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEED CORP: Files Stipulation for Stay Relief & Adequate Protection
------------------------------------------------------------------
Wells Fargo Dealer Services f/k/a Wachovia Dealer Services, Inc.,
and The Leed Corporation filed with the U.S. Bankruptcy Court for
the District of Idaho a stipulation agreeing to the following:

  1.  That WFDS possesses a validly perfected security interest
      in the following motor vehicles: a 2007 Chevrolet Silverado,
      VIN xxxx63007; a 2007 Chevrolet Silverado, VIN xxxx15782,
      and a Chevrolet Silverado, VIN xxxx63553.

  2.  That Debtor will stipulate to entry of an Order granting
      WFDS relief from the automatic bankruptcy stay with respect
      to vehicles VIN xxxx15782 and xxx63007, and surrender
      possession of the same to WFDS no later than Jan. 15, 2011.

  3.  That as and for adequate protection and plan treatment of
      WFDS? interest or claim in the collateral described as VIN
      xxxx63553, Debtor will pay to WFDS the sum of $13,000, by
      making payments of $204.87 per month, commencing the 15th
      day of January 2011, as adequate protection pending
      confirmation of Debtor?s Chapter 11 Plan and plan treatment
      post-confirmation.  Interest will accrued at the rate of
      4.25% p.a.

  4.  That should Debtor fail to pay adequate protection to WFDS,
      or should Debtor?s Chapter 11 petition be converted, then
      WFDS will be entitled to entry of an order granting it
      relief from the automatic bankruptcy stay without further
      notice and hearing.  Provided that upon default of payment,
      Debtor will be given notice of said default and 10 days
      Within which to cure said default.  Written notice of
      default will also be given to Debtor?s counsel.

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LKBJ INC: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------
Steve Green at the Las Vegas Sun reports that LKBJ Inc., 6412
Losee Road in North Las Vegas, doing business as Shea's Bar &
Grill, filed for Chapter 7 liquidation, disclosing assets of about
$62,000 against liabilities of about $265,000.  The business
generated income of about $24,000 last year, the filing said.  The
filing was signed by Kathleen Shea, secretary of the Company.


MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $170 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD4, 65%) rating to
MarkWest Energy Partners, L.P. proposed $170 million add-on to its
senior unsecured notes due 2021.  The Corporate Family Rating of
Ba3 and stable ratings outlook were not affected by this action.
MarkWest plans to use the proceeds of the add-on note offering to
complete the tender offer for up to $170 million of its 8.75%
senior notes due 2018 at a price that was determined through a
modified "Dutch Auction".

"The successful tender for about $170 million of the 8.75% senior
unsecured notes due 2018 was considered a possibility when Moody's
originally rated the 6.5% notes due 2021 earlier this year.  The
dollar for dollar replacement of the 8.75% notes with an add-on to
the recently issued 6.5% notes is slightly credit positive due to
the lower carrying cost and the extension of the maturity date for
this incremental debt," said Stuart Miller, Moody's Senior
Analyst.

The B1 rating of the 6.5% notes was assigned on February 9, 2011.
The rating incorporated an expectation for negative free cash flow
into the foreseeable future due to a high dividend payout ratio
and due to projections for significant growth capital
expenditures.  MarkWest has made strides to limit its exposure to
commodity price volatility and has issued equity from time to time
to maintain financial flexibility.  However, until there is a
significant increase in the scale of its business, MarkWest's
rating will continue to be constrained by its master limited
partnership structure which relies on an ever-increasing level of
distributions.

MarkWest Energy Partners, L.P., is headquartered in Denver,
Colorado.


MESA AIR: Reorganization Plan Declared Effective March 1
--------------------------------------------------------
The Third Amended Joint Plan of Reorganization of Mesa Air Group,
Inc. and its affiliated debtors became effective on March 1,
2011, 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, according to the Company's press release.  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;
      and

    * 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 Mr. 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 Mr. 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 Mr. 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 Mr. 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 MR. 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.

Investors and other interested parties can obtain information
about Mesa's Chapter 11 filing on the Internet at Mesa-air.com/
Court filings, claims information and our Plan of Reorganization
are available at: http://www.dm.epiq11.com/mesa/

                 Administrative Claim Bar Date

All requests for payment of Administrative Claims must be filed
by April 5, 2011.

The Administrative Claim Bar Date excludes (i) Professional Fees,
which are subject to the Professional Fees Bar Date; (ii) Claims
arising under the Rejection Procedures Order; (iii) Claims
arising under Section 503(b)(9) of the Bankruptcy Code, which are
subject to the Bar Date; and (iv) Claims arising from the
rejection of unexpired leases or executory contracts pursuant to
the Plan, which claims must be filed by the Rejection Claim Bar
Date of April 5, 2011.

Holders of Administrative Claims based on liabilities incurred in
the ordinary course of the Debtors' businesses after the Petition
Date will not be required to comply with the Administrative
Claims Bar Date.
April 5, 2011

Holders who fail to file Administrative Claims by April 5, 2011
will be forever barred from asserting Administrative Claims
against the Debtors, the Reorganized Debtors, the Liquidating
Debtors, or the Estate Assets, or sharing in any distribution
under the Plan.

Under the Plan, an "Administrative Claim" is a claim for any
expense of administrative of the Chapter 11 cases under Section
503(b) of the Bankruptcy Code and entitled to priority under
Section 507(a)(2) of the Bankruptcy Code.  This includes (a)
actual and necessary costs and expenses incurred in the ordinary
course of the Debtors' businesses; (b) actual and necessary costs
and expenses of preserving the Estates or administering the
Chapter 11 Cases; (c) all Professional Fees; (d) any amounts
owing under an agreement made by the Debtors in accordance with
the Section 1110 Procedures Order that satisfies the requirements
of Section 503(b) of the Bankruptcy Code; and (e) all fees
payable under Section 1930 of the Judiciary and Judicial
Procedure Code.

                  Rejection Claim Bar Date

Proofs of claim under Section 502(g) of the Bankruptcy Code for
damages arising from the rejection of an executory contract or
unexpired lease under the Plan must be filed by April 5, 2011.

Holders of Rejection Damages Claims who fail to file the claims
by the Rejection Claim Bar Date will be forever barred from
asserting Rejection Damages Claims against the Debtors, the
Reorganized Debtors, the Liquidating Debtors, or the Estate
Assets, or sharing in any distribution under the Plan.

Requests for allowance of Administrative Claims and Rejection
Damages Claims should be sent to:

    * If by overnight delivery or hand delivery to:

       Mesa Air Group Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       757 Third Avenue, 3rd Floor
       New York, New York 10017

    * If by standard mailing to:

      Mesa Air Group Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      Grand Central Station
      P.O. Box 4601
      New York, New York 10163-4601

                      About Mesa Air Group

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MESA AIR: Has Stipulations on Date Airframe and Engine Use
----------------------------------------------------------
Mesa Air Group Inc. and its affiliates entered into separate
stipulation and agreements (i) dated February 28, 2011, with
Bombardier Services Corporation and Bombardier Capital Inc., and
(ii) March 1, 2011, with Export Development Canada to confirm
that notwithstanding the occurrence of the Effective Date of the
Debtors' Third Amended Joint Plan of Reorganization, the Mesa
Parties will continue to use and pay for the Equipment in
accordance with the terms and conditions of the applicable
Section 1110(b) Stipulations pending execution of the New Leases.

To recall, the Debtors and certain aircraft financing parties
entered into various Section 1110(b) Stipulations pursuant to
Section 1110(b) of the Bankruptcy Code regarding the extension of
the automatic stay with respect to certain CRJ-200 aircraft,
among others.

The Mesa Parties intend to enter into new leases with (i)
Bombardier governing the post-Effective Date use of certain of
the airframes and engines related to the Section 1110(b) Aircraft
listed by manufacturer's serial number, and (ii) EDC with respect
to Airframe N37178 and engine serial no. ESN872157.

However, as of March 1, 2011, the Effective Date of the Plan, the
New Leases have not been executed and the parties are finalizing
the terms of the New Leases.

Schedules of Bombardier's Section 1110(b) Aircraft and Equipment
are available at no charge at:

http://bankrupt.com/misc/Mesa_StipPostEDAirEqBombardier022811.pdf

The stipulations provide that notwithstanding the occurrence of
the Effective Date of the Plan or the stated rejection date for
the Equipment:

  (i) The applicable Section 1110(b) Stipulations will remain in
      full force and effect;

(ii) The Mesa Parties will comply with the terms of the Section
      1110(b) Stipulations; and

(iii) The Mesa Parties will be entitled to use and pay for the
      Equipment in accordance with the terms and conditions of
      the Section 1110(b) Stipulations pending execution of the
      New Leases.

To the extent that the New Leases agreed upon between the
Reorganized Debtors and (1) Bombardier and (2) EDC provide for
terms and provisions that differ from the Section 1110(b)
Stipulations, the terms and conditions of the New Leases will
control.

To the extent that the parties are unable to agree upon the terms
or provisions of the New Leases, the Section 110(b) Stipulations
will remain in effect and will control, inter alia, the usage and
return of the Equipment.

                      About Mesa Air Group

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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


MGM RESORTS: Widens Net Loss to $1.44 Billion in 2010
-----------------------------------------------------
MGM Resorts International filed its annual report on Form 10-K
with the U.S. Securities and Exchange Commission reporting a net
loss of $1.44 billion on $6.01 billion of revenue for the year
ended Dec. 31, 2010, compared with a net loss of $1.29 billion on
$5.97 billion of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion
in total assets, $15.96 billion in total liabilities and $3.00
billion in total stockholders' equity.

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

               http://ResearchArchives.com/t/s?7458

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at Sept. 30, 2010, showed
$19.14 billion in total assets, $1.32 billion in total current
liabilities, $2.40 billion in deferred income taxes,
$12.62 billion in long-term debt, $252.21 million in other
long-term obligations, and stockholders' equity of $2.54 billion

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.


MGM RESORTS: Moody's Upgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's upgraded MGM Resorts International's Corporate Family
rating to B3 and its Probability of Default rating to Caa1.  MGM's
senior secured ratings were raised to Ba3, and senior unsecured
and senior subordinated ratings were affirmed at Caa1, and Caa3,
respectively.  MGM's SGL-3 Speculative Grade Liquidity rating
remains unchanged.  The rating outlook is stable.

The upgrade reflects signs of modest improvement in demand trends
in Las Vegas, debt repayment during 2010 from the proceeds of
equity issuances, and completion of a new multi-year financing
package for CityCenter (MGM's 50% owned project on the Las Vegas
Strip.) "Moody's believes MGM's credit metrics will begin to
improve modestly due to the improved operating outlook ", stated
Peggy Holloway, Vice President and Senior Credit Officer.
Additionally, Moody's estimates that MGM has sufficient revolver
capacity and cash on hand to support its debt maturities through
mid-year 2013.  "Nevertheless, MGM's Caa1 Probability of Default
Rating reflects the company's high leverage -- debt/EBITDA is over
11 times -- and significant refinancing risk over the medium-
term," added Ms. Holloway.

Ratings upgraded:

MGM Resorts International

  -- Corporate Family Rating to B3 from Caa1
  -- Probability of Default Rating to Caa1 from Caa2
  -- Senior secured notes to Ba3 (LGD1, 5%) from B1 (LGD 1, 4%)

Ratings Affirmed and assessments updated:

  -- Senior unsecured notes at Caa1 (LGD 3, 49%) from Caa1 (LGD 3,
     48%)

Mandalay Resort Group

  -- Senior unsecured notes at Caa1 (LGD 3, 49%) from Caa1 (LGD 3,
     48%)

  -- Senior subordinated notes at Caa3 (LGD 5, 87%)

Rating affirmed:

  -- Speculative Grade Liquidity at SGL-3

                        Ratings Rationale

MGM's B3 Corporate Family rating reflects significant refinancing
risk over the next few years, very high leverage and weak interest
coverage (EBITDA/interest around 1.0 times).  A significant
portion of MGM's revenue and earnings comes from casino properties
located on the Las Vegas Strip -- a market that Moody's believes
has started a slow recovery - but one that will not pick up steam
until 2012.  Thus, in Moody's view, MGM's credit profile will not
materially improve without further deleveraging transactions and
MGM faces significant refinancing risk given large debt maturities
in 2013 and beyond.

The rating outlook is stable reflecting Moody's view that Las
Vegas will begin a slow recovery in 2011 and that MGM will
continue to take action to further relax its maturity profile and
improve its capital structure.

MGM's ratings could be raised if the Las Vegas Strip begins to
show signs of a robust recovery and the company is able to execute
transactions that improve its leverage profile and further relax
its debt maturity profile.  The ratings could be downgraded if
operating conditions in Las Vegas show signs of deterioration or
MGM is unable to further improve its liquidity profile.

MGM Resorts owns and operates casino and hotel properties
throughout the US.  The company also has a 50% interest in
CityCenter Holdings, LLC, a mixed-use project on the Las Vegas
Strip and a 50% interest in MGM Grand Paradise Macau, a hotel-
casino resort in Macau S.A.R. MGM generates approximately
$6.0 billion of net revenue annually.


MIDWAY GAMES: Liquidating Trust Makes Second Distribution
---------------------------------------------------------
Lee E. Buchwald, President of Buchwald Capital Advisors LLC,
Liquidating Trustee for the liquidating trust of Midway Games
Inc., reported that a second distribution in of approximately
$5.3 million was made on Feb. 11, 2011.  This second distribution
resulted in recoveries of 2.86% to Class 3A, and 4.33% to Class
3B.  The initial distribution of $24 million resulted in
recoveries of 12.15% to Class 3A, and 18.41% to Class 3B.
Accordingly, to date, Class 3A creditors have received a total
recovery of 15.01%, and Class 3B creditors have received a total
recovery of 22.74%.  At least one more distribution is expected
after resolution of outstanding claims issues and avoidance
actions.

At a confirmation hearing conducted on May 21, 2010, Midway Games
and its affiliated debtors confirmed a joint Chapter 11 plan of
liquidation in their Chapter 11 cases, which are being jointly
administered under case no. 09-10465 (KG) in the United States
Bankruptcy Court for the District of Delaware.  Creditors voted
overwhelmingly to accept the plan, with Midway receiving
acceptances from approximately 99% of claimants by dollar amount.

The effective date of the plan occurred on June 11, 2010.  At that
time, the Trust was established to handle distributions, the
claims reconciliation process, prosecute avoidance actions and
pursue other potential recoveries.  Richards, Layton & Finger,
P.A. has been retained as the trust's general counsel.  Edward
Neiger of Neiger LLP has been retained as special counsel to the
Trust to prosecute the avoidance actions.  In the months following
the effective date, the Liquidating Trustee and its advisors have
worked diligently to enable the Trust to make the substantial
distributions described above.

The Liquidating Trustee attributes the ability to make such
distributions to a number of factors.  One significant factor is
the Liquidating Trustee's negotiation of a successful resolution
of all outstanding disputes with the purchaser of substantially
all of the debtors' assets, Warner Bros. Entertainment, Inc.  By
the settlement, the Liquidating Trustee obtained court approval
for the disallowance of over $3.9 million of administrative claims
filed by Warner.  Additionally, per the settlement, Warner agreed
to be liable for any distributions the Trust was required to make
on certain disputed licensor administrative claims filed in an
amount of over $1.5 million.

Furthermore, the Liquidating Trustee has filed five omnibus
objections to disputed claims.  These objections have resulted in
the disallowance or reduction of 125 proofs of claim accounting
for the elimination of nearly $8.6 million of claims.  Also, the
Liquidating Trustee continues to negotiate claim settlements with
creditors outside of the formal claim objection process.  These
processes have resulted in the majority of claims filed in the
debtors' Chapter 11 cases being either been allowed, reduced and
allowed, disallowed or otherwise settled.

The Liquidating Trustee has also commenced nearly 150 avoidance
actions.  Initial settlements have included nearly $270,000 to be
paid to the Trust, as well as reducing related claims filed
against Midway by nearly $400,000.  Further, with the vast
majority of the avoidance actions pending, the Liquidating Trustee
believes that the Trust may receive additional recoveries and
further reduce claims.

The Liquidating Trust urges creditors to monitor the Web site
established by the trust -- http://www.midwaytrust.com-- to
obtain updates and access to critical documents.

For further information contact:

     Lee E. Buchwald
     Buchwald Capital Advisors LLC
     Phone: (212) 551-1040
     E-mail: lbuchwald@buchwaldcapital.com

     Christopher M. Samis, Esq.
     Richards, Layton & Finger, P.A.
     Phone: (302) 651-7700
     E-mail: samis@rlf.com

                    About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price was roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.


MILACRON INC: Noteholders Can't Pursue Claims v. D&Os
-----------------------------------------------------
Bankruptcy Judge J. Vincent Aug, Jr., denied a request by certain
noteholders of Milacron Inc., to commence and prosecute causes of
action against certain directors and officers of the Debtors on
the Debtors' behalf.  Judge Aug said Avenue Special Situations
Fund IV, L.P., Avenue Investments, L.P., Avenue CDP Global
Opportunities Fund, L.P., Avenue International Master, L.P., &
Avenue Special Situations Fund V, L.P., have not met the first
prong of the test in In re Gibson Group, Inc., 66 F.3d 1436 (6th
Cir. 1995).

The Avenue Movants seek to prosecute causes of action against the
Debtors' directors, officers and controlling shareholders for
conduct which allegedly caused harm to the Debtors' bankruptcy
estates.  The Avenue Movants contend that the causes of action
could permit a recovery of damages over $50 million.

Judge Aug noted that the Avenue Movants describe themselves
"owners of 100% of the equity" of New Milacron -- which purchased
substantially all the assets of the Debtors through a court
authorized sale on August 21, 2009, and through the purchase of
remaining shares in a subsequent transaction -- the ultimate
beneficiary of the causes of action.  The Avenue Movants also
state that they are "the only party with a real economic interest
in [these actions]."  Therefore, Judge Aug said, there would be no
benefit to the Debtors' bankruptcy estates in prosecuting these
causes of action.

Ronald Brown, a former President, Chairman and CEO of the Debtor
who is named as a defendant in the proposed complaint, objected,
contending that the Avenue Movants have not met the requirements
as outlined by Gibson.  Specifically, Mr. Brown contends that the
Avenue Movants have not shown that the causes of action will
benefit the Debtors' estate.

The Sixth Circuit has determined that a party may have standing to
bring a derivative action if it can show that it has alleged a
colorable claim that would benefit the estate, if successful,
based on a cost-benefit analysis performed by the bankruptcy
court; that it has made a demand on the debtor to filed the
action; that the demand has been refused; and the refusal is
unjustified in light of the statutory obligations and fiduciary
duties of the debtor in a Chapter 11 reorganization.  In re
Gibson, 66 F.3d at 1439; see also, In re LTV Steel Co., Inc., 333
B.R. 397 (Bankr. N.D. Ohio 2005).

"Since the Avenue Movants have not met the first prong of the test
under Gibson, this Court does not need to examine the remaining
elements of the Gibson test," Judge Aug said.

A copy of the Court's Feb. 28, 2011 order is available at
http://is.gd/02ZeUNfrom Leagle.com.

                         About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia.  First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The Company and six of its affiliates filed for chapter 11
protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009.
On the same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor.  Rothschild Inc. is the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Timothy J.
Hurley, Esq., and W. Timothy Miller, Esq., at Taft Stettinius &
Hollister LLP serve as counsel for the Official Committee of
Unsecured Creditors.

At Sept. 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million in debts.

On August 21, 2009, the Company completed a sale of substantially
all of its assets to Milacron LLC, a company formed by affiliates
of Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes.  Milacron
Inc. asked the Bankruptcy Court to change its name to MI 2009 Inc.
following the asset sale.


MILLENNIUM TRANSIT: Court Confirms Plan of Reorganization
---------------------------------------------------------
Bankruptcy Judge James S. Starzynski has confirmed the bankruptcy
exit plan filed by Millennium Transit Services, LLC.

The Plan was filed Oct. 28, 2010.  The disclosure statement
explaining the Plan was approved for circulation to voting
creditors on Jan. 5, 2011, as reported by the Troubled Company
Reporter.

As reported by the TCR, the Debtor estimates secured claims
(including the unsecured portion of undersecured claims) of
$41 million, priority tax claims of $0, and general unsecured
claims of $6,218,157.  All classes are Impaired Under the Plan.
The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class  Nature of Claim and Outline of Recovery
-----  ---------------------------------------
   1    Secured Claim of Pioneer Bank.  The Class 1 Claim will be
        paid in accordance with the pre-petition loan documents,
        without modification.  The first payment will be made on
        the Initial Payment Date, and subsequent payments will be
        made monthly.

   2    Pre-Petition Secured Claim of James A. Ludvik.  The
        Class 2 Claim will be paid as funds permit after payment
        of other creditor claims.

   3    Other Secured Claims.  Allowed Class 3 Claims will be
        paid in the full amount of the Allowed Secured Claim in
        equal payments of principal and interest made over 5 years
        from the Effective Date of the Plan, with interest.  The
        first payment will be made on the Initial Payment Date,
        and subsequent payments will be made monthly.  There are
        no known creditors in this class.

   4    Post-Petition Secured Claim of James A. Ludvik.  The
        Class 4 Claim will be paid as funds permit after payment
        of other creditor claims.

   5    Priority Claims.  There are no known creditors in this
        class.  The Debtor will make equal installments of
        principal and interest, to the Holders of all Allowed
        Class 5 Claims so that Class 5 Claims are paid in full
        within five years after the Effective Date of the Plan,
        with Interest.

   6    General Unsecured Non-Priority Claims. Class 6 consists
        of all allowed Unsecured Non-Priority Claims, other than
        Class 7 and Class 8 claims, including but not limited to
        claims arising from rejection of executory contracts and
        unexpired leases and unsecured deficiency claims.  The
        Allowed Class 6 claimants will be paid by Debtor from an
        unsecured creditors' fund in the amount of $150,000 which
        will be set up by Debtor at confirmation of the plan.  The
        Debtor will disburse the funds in the account within 10
        days after all unsecured claims have been finally allowed
        or disallowed.  The Allowed Class 6 claims will be paid
        on a pro-rata basis.

   7    Post-Petition Liabilities.  The Class 7 claims, including
        any administrative claims not approved by the Court, will
        not be paid under the Plan.

   8    Equity.  The equity owners will retain ownership of their
        stock in the Debtor.

Pursuant to the Confirmation Order, the Debtor and Pioneer Bank,
which holds the Secured Claim in Class 1, agreed to a modification
of the Plan:

"The Class 1 Claim shall be paid in accordance with the pre-
petition loan documents, modified as set forth herein. The first
payment shall be made five days after entry of the order
confirming the Plan, and subsequent payments shall be made
monthly. The Holder of the Class 1 Claim shall retain its liens on
the same property against which it had or are determined to have
had a lien Pre-Petition. Except as otherwise provided in this Plan
or other order of the Court, the terms and provisions set forth in
the Pre-Petition Agreements between the Debtor and the Holder of
the Class 1 Claim will remain in effect after the Effective Date.
The missed post-petition principal amount of approximately $1.2
million is to be paid upon loan maturity in 2014."

A copy of the Confirmation Order, dated Feb. 11, 2011, is
available at:

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

A copy of the disclosure statement describing the Debtor's
Chapter 11 Plan is available at:

        http://bankrupt.com/misc/MillenniumTransit.DS.pdf

                     About Millennium Transit

Millennium Transit Services LLC operates a bus manufacturing
facility in Roswell, New Mexico.  The Company filed for Chapter 11
relief on Aug. 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  MTS
is managed by Millennium Transit LLC, which is owned by James
Ludvik.  David T. Thuma, Esq., at Jacobvitz, Thuma & Walker,
represents the Debtor as counsel.  George M. Moore, Esq., at
Moore, Berkson & Gandarilla, P.C., represents the official
committee of unsecured creditors.  The Debtor estimated
$10 million to $50 million in assets and debts in its Chapter 11
petition.

MTS ceased building buses due to a lack of demand for its products
and issues with obtaining working capital or investment capital to
fund a re-start of the manufacturing process.


MOMENTIVE SPECIALTY: Files Form 10-K; Profits at $214MM in 2010
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2010.  The Company reported net income
of $214 million on $4.82 billion of net sales for the year ended
Dec. 31, 2010, compared with net income of $117 million on $3.75
billion of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.13 billion
in total assets, $5.15 billion in total liabilities and $2.02
billion in total deficit.

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

              http://ResearchArchives.com/t/s?743b

                    About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MT. FUGI: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Mt. Fugi Inn Corporation
          aka Osaka Restaurant
        792 East I-10 Service Road
        Slidell, LA 70461

Bankruptcy Case No.: 11-10647

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: John B. Donnes, III, Esq.
                  LAW OFFICE OF JOHN B. DONNES, III
                  3232 Metairie Road, Suite A
                  Metairie, LA 70001
                  Tel: (504) 832-2191
                  Fax: (504) 832-0374
                  E-mail: jbd687497@aol.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 Tony Thai Nguyen, director.


NORTEL NETWORKS: EU Backs Ericsson's $65M Purchase of Nortel Unit
-----------------------------------------------------------------

Bankruptcy Law360 reports that the European Union competition
regulators on Wednesday approved Telefonaktiebolaget LM Ericsson's
$65 million purchase of bankrupt Nortel Networks Corp.'s
multiservice switch business, saying the transaction would not
significantly impede competition.

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OLDE POINT: Members Discuss Club's Future
-----------------------------------------
Ken Little, writing for StarNews in Wilmington, North Carolina,
last week reported that the Olde Point Men's Golf Association was
slated to meet Feb. 25 to decide what to do about the Olde Point
Golf & Country Club.

According to StarNews, club owner and manager Patrick Funigiello
said the semi-private club has experienced some financial setbacks
in recent years but is back on track.  Mr. Funigiello said any
problems with the golf association stem from disagreements with
one member "whose actions caused me to terminate his membership."

According to StarNews, that member is association President
Raymond Dutkiewicz.  The report says Mr. Dutkiewicz did not return
a message seeking comment.

StarNews related the secretary of the men's association, James
Dyer, said the meeting was called, in part, to show support for
Dutkiewicz.  StarNews also said the meeting may result in some
form of "sanction" directed at Mr. Funigiello, but Mr. Dyer didn't
elaborate.

StarNews noted that Olde Point is in the midst of Chapter 11
reorganization, with a hearing scheduled for March 16 in U.S.
Bankruptcy Court in Raleigh.


PACIFIC SHORES: Prepack Disclosure Statement Needs Revision
-----------------------------------------------------------
Bankruptcy Judge Margaret M. Mann denied approval of the
disclosure statement explaining Pacific Shores Development, Inc.'s
prepackaged plan of reorganization.  The Court found the Debtor's
Disclosure Statement inadequate in that it contains inaccurate and
misleading statements regarding the securities exemptions, and
provides insufficient detail regarding the tax consequences of,
and claims to be paid under the Debtor's Plan.  The Court directed
the Debtor to file an amended disclosure statement addressing the
issues by March 27.  The Court will order re-solicitation upon
approval of Debtor's amended disclosure statement.

The Debtor filed its Plan and Disclosure Statement on June 29,
2010.  Solicitation and balloting of the Plan occurred prior to
the Debtor's filing of its Chapter 11 petition, in what is known
as a prepackaged plan.  All votes tallied were in favor of the
Plan.

However, after considering objections by the United States Trustee
and the Securities and Exchange Commission to the solicitation and
the Plan, and despite concessions made by the Debtor in response
to the objections, the Court concludes that the Disclosure
Statement did not fully comply with the twofold disclosure
requirements of Section 1126(b) of the Bankruptcy Code.

In its Plan, the Debtor proposes to acquire National Transport
Holdings, Inc., a newly established Delaware corporation engaged
in the acquisition and operation of trucking businesses.  NTG is
operated by the same principal of the Debtor, Konstantin Zecevic.
The Debtor will then cease to exist as a separate entity.  As part
of the Plan, the Debtor seeks to restructure each of its five
subsidiaries as independent corporations and transfer 100% of its
ownership in each of the subsidiaries to the creditors and
shareholders of the Debtor.  The restructured entities are now
defunct, and will not operate unless Zecevic decides to reactive
them.

The Debtor proposes to fund the Plan by borrowing up to $50,000
from five individuals with business and investment experience, who
are familiar with the business of NTG.  The Debtor's Plan provides
for the payment to unsecured creditors of a cash dividend totaling
$40,000, and a stock dividend in NTG totaling 80,000 shares.  In
addition, unsecured creditors will receive their pro rata share
from a total of 80,000 shares in each of the Debtor's
subsidiaries.  Administrative Lenders will receive notes which can
be converted to 500,000 shares in NTG and in each subsidiary.
Administrative Lenders will also receive warrants for up to a
total of 5,000,000 shares in NTG and each of the subsidiaries.
NTG's owners will receive a total of 1,000,000 shares in NTG.

The Debtor claims only two classes of creditors are impaired:
Class 3 (general unsecured non-priority claims) and Class 4
(equity interest holders).  Classes 1 and 2 consist of secured
creditors who had already non-judicially foreclosed on their
undersecured security-properties located in Kirkwood, California
and Scottsdale, Arizona.  Since the foreclosure sales eliminated
the secured portion of the claims, the Debtor contends that
applicable anti-deficiency statutes eliminate the undersecured
portions of these secured creditors' claims.

A copy of Judge Mann's Feb. 25, 2011 Memorandum Decision is
available at http://is.gd/dHBHJvfrom Leagle.com.

                 About Pacific Shores Development

Pacific Shores Development Inc. is a California corporation formed
to acquire, hold and develop real estate through its five
subsidiaries.  By 2009, all of its properties were in arrears.
Eventually it was forced to suspend all of its operations and
contemplate bankruptcy.  It commenced a voluntary Chapter 11
petition (Bankr. S.D. Calif. Case No. 10-11351) on June 29, 2010.
The Debtor's business activities are currently dormant, and it has
had no income for the past two years.  The Debtor's only assets,
other than the non-operating subsidiaries, are office furniture
and four dollars.


PAWNSHOP MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pawnshop Management Company, LLC
        7509 Chapel Avenue
        Fort Worth, TX 76116

Bankruptcy Case No.: 11-41326

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817)347-5261
                  Fax: (817)335-9411
                  E-mail: jpostnikoff@gpalaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-41326.pdf

The petition was signed by Mitch Musgrove, managing member.


PAWNSHOP OPERATING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pawnshop Operating Company, LLC
          dba Aaron's Pawn
              Southern Pawn
          fdba Pawn Max
               Premium Pawn & Jewelry
               AAA Book & Pawn, Inc.
               AAA Pawn & Jewelry
               Choice Pawn
        7509 Chapel Avenue
        Fort Worth, TX 76116

Bankruptcy Case No.: 11-41327

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817)347-5261
                  Fax: (817)335-9411
                  E-mail: jpostnikoff@gpalaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-41327.pdf

The petition was signed by Mark Neyland, managing member.


PERRY ELLIS: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Miami-based Perry Ellis International
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' rating to the company's
proposed $125 million senior subordinated notes due 2019.  The
recovery rating is a '4', indicating expectations for average
(30%-50%) recovery in the event of default.  The company has
stated it will use the proceeds from these notes, and concurrent
equity offering expected to generate proceeds of approximately
$55 million to the company, to redeem its 8 7/8% senior
subordinated notes due 2013 ($105 million outstanding as of
Oct. 30, 2010) and borrowings under its credit facility.

S&P also raised the ratings on the subordinated notes to 'B+' from
'B' and revised the recovery rating to '4' from '5', indicating
expectations for average (30% to 50%) recovery in the event of
default.  Perry Ellis had roughly $97 million outstanding under
its credit facility following its acquisition of substantially all
of the assets of Rafaella Apparel Group Inc. on Jan. 28, 2011.

"The speculative-grade ratings on PEI reflect S&P's view of the
company's aggressive financial risk profile and below-industry-
average operating margins," said Standard & Poor's credit analyst
Linda Phelps, "along with participation in a very competitive
apparel industry, contributing to a weak business risk profile."
In addition, the company is vulnerable to economic cycles.  PEI
benefits somewhat from a diverse portfolio of nationally
recognized brand names (primarily in men's apparel) and its
distribution channel diversity.


PINE TREE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pine Tree Villa, Inc.
          dba Mesa Verde Apartments
        5241 Monte Verde Lane
        Lincoln, CA 95648

Bankruptcy Case No.: 11-25188

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive, #250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Scheduled Assets: $4,506,500

Scheduled Debts: $6,956,368

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/caeb11-25188.pdf

The petition was signed by Visale Cindea, president.


POSTMEDIA NETWORK: S&P Raises Rating on US$275 Mil. Notes to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Toronto-based Postmedia Network Inc.'s US$275 million
second-lien secured notes due 2018 to 'B' from 'B-'.   S&P also
revised the recovery rating on the notes to '5' from '6'.  The '5'
recovery rating indicates S&P's expectation of a modest (10%-30%)
recovery in the event of default, in contrast to a '6' recovery
rating, which indicates its opinion of a negligible (0%?10%)
recovery.

In addition, S&P affirmed its 'B+' long-term corporate credit
rating on Postmedia, as well as its 'BB' issue-level rating on the
company's first-lien debt.  The '1' recovery rating on first-lien
debt is unchanged.

"These rating actions reflect what S&P views as the improved
recovery prospects for the second-lien notes," said Standard &
Poor's credit analyst Lori Harris.  " This improvement follows
Postmedia's repayment of a material amount of first-lien bank
debt, including the repayment of more than C$40 million on its
C$300 million U.S. term loan since July 2010, which is well above
the scheduled amortization," Ms. Harris.

The ratings on Postmedia reflect Standard & Poor's assessment of
the company's weak business risk profile as reflected in the
company's participation in the challenging newspaper publishing
industry, which is characterized by declining advertising and
circulation revenues, electronic substitution, and pricing
pressures.  S&P believes the newspaper industry will face long-
term secular challenges related to market share erosion toward
online and other forms of advertising.  Partially offsetting these
factors, in S&P's opinion, are the company's good market position,
solid credit protection measures for the ratings, and improved
profitability because of cost-cutting efforts.

Postmedia has a leading market position in the Canadian newspaper
publishing industry as the company's business comprises several
Canadian daily newspapers, the National Post, nondaily newspapers,
and certain online editions and classified Web sites.

The negative outlook reflects Standard & Poor's ongoing concerns
about the challenges Postmedia faces given weak revenues and
difficult industry fundamentals.  Downward pressure on the ratings
could result from deterioration in the company's operations,
resulting in adjusted debt to EBITDA at or above 4x at fiscal 2011
(ending Aug. 31) or limited cushion within the financial covenants
when they tighten on Aug. 31, 2011.  S&P could revise the outlook
to stable if the company demonstrates sustainable improvement in
its operating performance, while strengthening its credit
measures, including adjusted debt to EBITDA of about 3.5x, which
should result in adequate covenant cushion.


PPL CAPITAL: CN UK Deal Cues Fitch to Affirm 'BB+' Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of PPL Corp. and its U.S.
subsidiaries following the announcement of a definitive agreement
to acquire the Central Networks UK electric distribution
businesses from E.ON UK plc for $5.6 billion in cash plus the
assumption of $800 million of debt and transaction costs.  The
Ratings Outlook for all entities is Stable.

The affirmation reflects the reduction in business risk that
results from the addition of two regulated electric utilities, and
the on-going transformation from a company reliant on commodity-
sensitive businesses to one that is highly regulated.  It also
assumes that the initial increase in leverage, as measured by the
ratio of debt/EBITDA, will decline over the next few years as the
company realizes a full year of earnings from the November 2010
acquisition of LG&E & KU Energy LLC (rated with a 'BBB+' Issuer
Default Rating by Fitch) and from the integration of Central
Networks.  In addition, the majority of the acquisition debt will
be housed at the newly acquired UK subsidiaries, and will be non-
recourse to PPL.  The capital market risk of placing the permanent
debt and equity financing and the ability to extract expected
synergies from the newly acquired UK businesses are the primary
credit concerns.  There are no regulatory approvals required and
management expects to complete the transaction in April 2011.

PPL plans to initially fund the $5.6 billion acquisition with
drawings under a committed bridge loan facility.  The permanent
financing, expected to be completed in the second quarter of 2011,
will be comprised of approximately $1.75 billion of common equity,
$875 million of mandatory convertible debt, and $3 billion of
subsidiary debt including $750 million at an intermediate UK
holding company and $2.45 billion at Central Networks' two
operating utilities, Central Networks East plc and Central
Networks West plc.  The capital market risk is mitigated by the
short time frame to closing.  Fitch calculates the pro forma 2010
ratio of debt/EBITDA will initially spike to 5.0 times compared to
the adjusted 2010 Debt/EBITDA of 4.4x.  By 2013, Fitch expects the
debt ratio to fall below 4.0x.

The acquisition substantially reduces PPL's commodity price
exposure and lowers Fitch's business risk assessment by a full
category.  By 2013, management expects to derive approximately 75%
of EBITDA from regulated operations compared to approximately 60%
prior to the current transaction and about 30% prior to the
acquisition of LG&E and KU Energy in November 2010.  The service
territories of Central Networks' two operating utilities are
contiguous with PPL's other UK electric distribution business,
Western Power Distribution, which provides the opportunity for
synergy savings, which under UK regulation are retained until the
next price review due in mid-2013.

Fitch affirms these ratings with a Stable Outlook:

PPL Corp

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2'.

PPL Energy Supply, LLC

  -- Long-term IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'.

PPL Capital Funding Inc.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Senior unsecured debt at 'BBB';
  -- Jr. subordinated notes at 'BB+'.

PPL Electric Utilities Corp.

  -- Long-term IDR at 'BBB';
  -- Secured debt 'A-';
  -- Preference stock at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

LG&E and KU Energy LLC

  -- Long-term IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Short-term IDR at 'F2'.

Kentucky Utilities Company

  -- Long-term IDR at 'A-';
  -- Secured debt at 'A+';
  -- Senior unsecured debt at 'A';
  -- Short-term IDR at 'F2'.

Louisville Gas and Electric Company

  -- Long-term IDR at 'A-';
  -- Secured debt at 'A+';
  -- Senior unsecured debt at 'A';
  -- Short-term IDR at 'F2'.


PRECISION OPTICS: Sells $600,000 of 10% Senior Secured Notes
------------------------------------------------------------
On June 25, 2008, Precision Optics Corporation, Inc. entered into
a Purchase Agreement, as amended on Dec. 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On Feb. 25, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to March 11, 2011.  The Company believes the Investors will
continue to work with us to reach a positive outcome on the Note
repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Dec. 31, 2010 showed $1.33 million
in total assets, $1.98 million in total current liabilities and a
$646,334 stockholders' deficit.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


QUANTUM FUEL: To Issue Shares to Satisfy $750,000 Debt
------------------------------------------------------
On Feb. 17, 2011 and Feb. 18, 2011, Quantum Fuel System
Technologies Worldwide, Inc.'s senior secured lender made demand
for payment of $500,000 and $250,000, respectively, of the
principal amount due under the promissory note referred to in the
Company's financial statements and prior filings with the
Securities and Exchange Commission as "Term Note B."  On Feb. 22,
2011, the Company provided the Lender with written notice of its
election to pay the amount so demanded in shares of its common
stock.  Pursuant to the terms of Term Note B, the Company will
issue a total of 149,416 shares in satisfaction of the $750,000.
The Company will deliver 99,179 shares on March 2, 2011 and 50,237
shares on March 3, 2011.

The shares issued by the Company in payment of the $750,000
demanded under Term Note B will be issued to an accredited
investor in a transaction exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.  The transaction did
not involve a public offering, was made without general
solicitation or advertising, and there were no underwriting
commissions or discounts.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QUANTUM CORP: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.

"The upgrade reflects that the company has posted four sequential
quarters of sustained EBITDA generation, despite ongoing declines
in its core tape business and the absence of an EMC licensing
arrangement," said Standard & Poor's credit analyst Lucy
Patricola.  In addition, debt/EBITDA has been stable for the last
four quarters at about 4x and reduced from 2009 levels, primarily
reflecting application of free cash flow to debt reduction.

"The rating on Quantum reflects S&P's expectation that the company
will experience challenges expanding and growing its disk-based
business to sufficiently offset the long-term decline of legacy
tape-related storage products," added Ms. Patricola.  The company
has generated largely flat revenues for the last four quarters, as
23% growth in disk-based revenues have offset ongoing declines in
tape, but S&P believes there is considerable business risk that
may jeopardize the company's ability to sustain this trend.  S&P
expects Quantum to continue to apply free cash flow to debt
reduction, which could allow it to delever from the level of 3.8x.


REGAL ENTERTAINMENT: Reports $77.30 Million Net Income in 2010
--------------------------------------------------------------
Regal Entertainment Group filed its annual report on Form 10-K
with the U.S. Securities and Exchange Commission reporting net
income of $77.30 million on $2.81 billion of total revenue for the
year ended Dec. 30, 2010, compared with net income of $95.30
million on $2.89 billion of total revenue during the prior year.

The Company's balance sheet at Dec. 30, 2010 showed $2.49 billion
in total assets, $2.98 billion in total liabilities and $491.70
million in total deficit.

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

               http://ResearchArchives.com/t/s?743c

                 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.

                           *     *     *

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.


ROTECH HEALTHCARE: Incurs $4.20 Million Net Loss in 2010
--------------------------------------------------------
Rotech Healthcare Inc. filed its annual report on Form 10-K
reporting a net loss of $4.20 million on $496.42 million of net
revenue for the year ended Dec. 31, 2010, compared with $21.08
million on $479.87 million of net revenue during the prior year.

The Company also reported a net loss of $3.60 million on $123.80
million of net revenue for the three months ended Dec. 31, 2010,
compared with a net loss of $4.70 million on $123.20 million of
net revenue for the same period during the previous year.

The Company's balance sheet at Dec. 31, 2010 showed $291.06
million in total assets, $573.75 million in total liabilities and
$282.69 million in total stockholders' deficiency.

"We are pleased with the continued improvement in our financial
and operating performance during the fourth quarter and year ended
Dec. 31, 2010," said Philip Carter, President and Chief Executive
Officer.  "We continue to experience positive organic growth in
our core oxygen and sleep therapy programs.  In addition, we
continue to identify equipment purchase opportunities from
competitors exiting the home healthcare market," added Mr. Carter.
"Using this newly acquired equipment, during the first two months
of 2011, we have begun transitioning new patients.  When fully
implemented by the end of the second quarter, this process should
contribute approximately $10.0 million of additional Adjusted
EBITDA on an annualized basis," concluded Mr. Carter.

                         Liquidity and Debt

As of Dec. 31, 2010, the Company had $63.0 million in cash.  As of
Dec. 31, 2010, the Company had approximately $511.4 million of
long-term debt outstanding consisting of $223.8 million of Senior
Secured Notes maturing in October 2015, and $287.0 million of
senior subordinated notes maturing in April 2012.  The maturity
date of the Senior Secured Notes is subject to automatic
shortening to Dec. 31, 2011 if the aggregate principal amount of
our senior subordinated notes has not been reduced to $10.0
million or less prior to Nov. 30, 2011.

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

               http://ResearchArchives.com/t/s?744b

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

Moody's Investors Service also upgraded Rotech Healthcare's
corporate family rating and probability of default rating to Caa1
from Caa2 following the successful execution of $230 million of
senior secured notes due 2015.  In addition, Moody's upgraded
Rotech's senior subordinated notes rating to Caa2 from Caa3 and
confirmed the B1 rating on the senior secured notes.  These rating
actions conclude the review for possible upgrade initiated on
September 27, 2010.  The rating outlook is now stable.


SANDRIDGE ENERGY: Moody's Assigns 'B3' Rating to $700 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 4; 64%) rating to
SandRidge Energy Inc's proposed $700 million ten-year senior
unsecured note offering.  The rating outlook remains stable.

                        Ratings Rationale

SandRidge plans to use the proceeds of the note offering to tender
for its $650 million of 8.625% senior unsecured notes due 2015.
In doing so, the company will extend the maturity of the debt and
likely lower its carrying cost.  Any excess proceeds of the
offering after tendering for the 8.625% notes will be used to
reduce senior secured bank debt.

"The largest driver to SandRidge's rating continues to be the
ratio of debt to average daily production," said Stuart Miller,
Moody's Senior Analyst.  "At Dec. 31, 2010, this ratio was about
$49,000 per BOE, an improvement from the previous year, but far in
excess of the level for each company in SandRidge's peer rating
group.  Moody's expect this ratio to improve in 2011 due to higher
production rates, but not enough to influence Moody's rating
outlook."

In 2010, SandRidge continued its transition to oil production from
natural gas production.  And looking forward, this trend should
continue as the vast majority of the company's $1.3 billion
capital spending program in 2011 will be directed to its oil
resource position in the Permian Central Basin and in the
Horizontal Mississippian Play in Oklahoma and Kansas.  Within two
years, SandRidge's production is expected to be nearly 50/50 oil
and natural gas, compared to about 70% natural gas and natural gas
liquids in 2010.  The 2011 capital spending program will be funded
with nearly equal amounts of internally generated cash flow and
proceeds from asset sales.  Therefore, with total debt outstanding
expected to remain fairly constant, any improvement in leverage
ratios must come from reserve additions and production growth.

SandRidge has adequate liquidity with nearly $500 million
available under its bank revolving credit facility at year end
2010, but with a heavy reliance on asset sales to fund a large
portion of its 2011 capital spending program.  For the next 12
months, Moody's expect SandRidge to stay in compliance with its
bank loan covenants and have full access to its revolver.
However, over the next few quarters, the company's access to the
debt capital markets may be meaningfully capped by the debt
incurrence test in its existing bond indentures.

Because of SandRidge's leverage ratios, a positive rating action
is unlikely in the near term.  Offsetting the elevated leverage
ratio, the scale of SandRidge gives support to the B2 CFR.
Barring a significant change in strategy, in drilling success
rates, or a material change in the liability side of its balance
sheet, SandRidge will remain firmly situated in its current rating
for the next 12 to 24 months.

The last rating action was April 5, 2010, when Moody's affirmed
the B2 Corporate Family Rating, the B2 Probability of Default
Rating, and B3 senior unsecured note rating following the
announcement of the $1.6 billion acquisition of Arena Resources.


SANDRIDGE ENERGY: S&P Assigns 'B' Rating to $700 Mil. Offering
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
senior unsecured issue rating and '5' recovery rating to SandRidge
Energy Inc.'s planned $700 million note offering due 2021.  The
'5' recovery rating indicates S&P's expectation of modest (10% to
30%) recovery in the event of a payment default.  SandRidge
expects to use proceeds from the transaction primarily to fund the
tender of its $650 million 8.625% senior unsecured notes due 2015.
As of Dec. 31, 2010, SandRidge had approximately $2.9 billion of
funded debt.

The ratings on Oklahoma City-based SandRidge Energy reflect its
highly leveraged financial risk profile and geographic
concentration in Texas and Oklahoma, as well as Standard & Poor's
expectation that near-term natural gas prices will remain weak.
The ratings also reflect the company's strategic shift to increase
oil production from natural gas in response to weak near-term
natural gas prices.

                          Ratings List

                       SandRidge Energy Inc.

        Corporate Credit Rating              B+/Negative/--

                            New Ratings

$700 million notes due 2021          B
  Recovery rating                     5


SEP RIVERPARK: Hiring of Broker Hits Roadblock
----------------------------------------------
The U.S. Bankruptcy Court has yet to rule on the application by
SEP Riverpark Plaza, L.L.C., aka Riverpark Plaza Apartments, to
employ Price Edwards & Company to act as the exclusive listing
broker to market and sell the Debtor's apartment complex, court
dockets show.

The Debtor has said Price Edwards' fuctions include evaluating the
property, marketing, obtaining of a purchase contract, and closing
the contract and all matters related to that end.

Secured lender All America Bank Inc., objected to the request.
The Bank said it objects to the hiring of a broker on an exclusive
basis, finding the move not be in the best interest of the
creditors and the bankruptcy estate.  All America also said the
hiring of Price Edwards raises issues as ot the objectivity of
David Dirkschneider, who appears to be the Debtor's primary
contact at the firm.  Mr. Dirkschneider is a former employee of
Income Property Services LLC, a company owned and controlled by
Lew McGinnis, the president of Macco Properties, Inc., who owns
the majority interest in the Debtor.

In its application, the Debtor noted that Mr. Dirkschneider's
employment at Income Property Services ended in October 2006.
There is no connection to the Debtor and the company that employed
Mr. Dirkschneider.

All America is represented in the case by:

          Timothy D. Kline, Esq.
          Stephen W. Elliott, Esq.
          KLINE, KLINE, ELLIOTT & BRYANT P.C.
          720 N.E. 63rd
          Oklahoma City, OK 73105
          Telephone: (405) 848-4448
          Facsimile: (405) 842-4539
          E-mail: tkline@klinefirm.org
                  selliott@klinefirm.org.

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection on November 11, 2010 (Bankr. W.D. Okla. Case No.
10-16832).  According to its schedules, the Debtor disclosed
$19,165,623 in total assets and $12,026,685 in total debts.

On Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's
employment of Hiersche Law Firm as its bankruptcy counsel.  The
Debtor is represented by:

          G. Rudy Hiersche, Jr., Esq.
          Justin T. Hiersche, Esq.
          HIERSCHE LAW FIRM
          Hightower Building, Suite 300
          105 North Hudson
          Oklahoma City, Oklahoma 73102
          Telephone: (405) 235-3123
          Facsimile: (405) 235-3142
          E-mail: rudy@hlfokc.com


SEP RIVERPARK: Hearing on Cash Collateral Motions Resume March 8
----------------------------------------------------------------
Judge Sarah A. Hall will resume hearing on March 8 at 9:30 a.m. to
consider:

     (a) the request of SEP Riverpark Plaza, L.L.C., aka Riverpark
         Plaza Apartments, to use cash collateral securing
         obligations to FAA Credit Union, its prepetition secured
         lender, and to provide adequate protection to the lender;

     (b) FAA's objection to the Cash Collateral Motion; and

     (c) a separate request by the Debtor to use cash collateral
         securing obligations to All America Bank, and providing
         adequate protection to the lender; and

     (d) All America's objection.

The Debtor acknowledges that FAA has asserted a claim against the
bankruptcy estate for $9,802,204, which is secured inter alia by a
first mortgage against the Debtor's apartment complex located at
400 W. Central, Wichita, Kansas, known as the Riverpark Plaza
Apartments, and rents from the property.  The rents constitute
cash collateral as defined under 11 U.S.C. Sec. 363(a).

The Debtor also acknowledges that All America Bank has asserted a
claim against the estate for $1,425,000, which is secured inter
alia by a second mortgage against the property and rents, and
subject only to the first mortgage to FAA.

G. Rudy Hiersche, Jr., at Hiersche Law Firm, said the Debtor needs
to use both Cash Collateral to continue to operate its business.
However, the Debtor's use of the Collateral will result in a
decrease of the lenders' interests.

Mr. Hiersche said the Debtor is willing to and has the ability to
pay FAA and All America monthly adequate protection payments to
protect their interest in the Cash Collateral.  He also said the
Debtor and FAA have negotiated in good faith to arrive at an
agreement for such use and payment.

In their objections, the lenders clarified that they have not
consented to the use of their cash and other collateral.  The
lenders also want more specific information from the Debtor -- not
just a promise -- that it has the ability to make monthly adequate
protection payments.  FAA also wants the Debtor to provide a
budget.  Among other things, All America wants the Debtor to
timely make periodic payments to FAA so that the Bank's secured
claim is not eroded by amounts recoverable by FAA under 11 U.S.C.
Sec. 506(b).

FAA Credit Union is represented by:

          Max C. Tuepker, Esq.
          MAX C. TUEPKER, P.C.
          1322 N. Walker Ave.
          Oklahoma City, OK 73103
          Telephone: (405) 235-1700
          Facsimile: (405) 235-1714

               - and -

          Howard Schmidt, Esq.
          HOWARD SCHMIDT LAW OFFICE
          513 S.W. 134th St.
          Oklahoma City, OK 73103
          Telephone: (405) 799-3321
          Facsimile: (405) 799-3324

All America is represented in the case by:

          Timothy D. Kline, Esq.
          Stephen W. Elliott, Esq.
          KLINE, KLINE, ELLIOTT & BRYANT P.C.
          720 N.E. 63rd
          Oklahoma City, OK 73105
          Telephone: (405) 848-4448
          Facsimile: (405) 842-4539
          E-mail: tkline@klinefirm.org
                  selliott@klinefirm.org.

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection on November 11, 2010 (Bankr. W.D. Okla. Case No.
10-16832).  According to its schedules, the Debtor disclosed
$19,165,623 in total assets and $12,026,685 in total debts.  On
Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's
employment of Hiersche Law Firm as its bankruptcy counsel.


SKINNY NUTRITIONAL: Bakhshi Buys 10-Mil. Shares at $0.03 Apiece
---------------------------------------------------------------
On Feb. 25, 2011, Skinny Nutritional Corp. entered into a
securities purchase agreement and a separate consulting agreement
with Mr. Jon Bakhshi.

Pursuant to the Purchase Agreement, the Investor purchased, at a
purchase price of $0.03 per share of common stock, an aggregate of
(i) 10,000,000 shares of the Company's common stock, par value
$0.001 per share, (ii) Class A Warrants to purchase 10,000,000
shares of Common Stock which are exercisable at $0.035 per share
for a period of 18 months commencing on the date of issuance, and
(iii) Class B Warrants to purchase 10,000,000 shares of Common
Stock which are exercisable at $0.04 per share for a period of 24
months commencing on the date of issuance.  The Company received
total proceeds of $300,000 under the Purchase Agreement and
intends to use such proceeds for working capital and general
corporate purposes.

Pursuant to the Consulting Agreement, the Company engaged the
Investor to perform consulting services related to the Company's
marketing, distribution and general business functions.  The
Consulting Agreement is for a term of twelve months, unless sooner
terminated by either party in accordance with its terms.  In
addition, the Investor may perform additional services for the
Company related to certain strategic initiatives for which it will
be entitled to additional compensation.  Upon successful
completion of a strategic initiative, the Company will award
5,000,000 shares of Common Stock to the Investor; however, the
maximum number of additional shares of Common Stock to which the
Investor may be entitled for performing Additional Services is
20,000,000 shares.  The Company will have the discretion to
approve in advance whether the Investor provides any Additional
Services.  The strategic initiatives relate to the following
areas: (i) trademark and licensing; (ii) celebrity endorsements;
(iii) event sponsorships; (iv) restaurant and hotel sales; (v)
strategic alliances; and (vi) other marketing or promotional
endeavors or strategic relationships approved by the Company's
Board of Directors.

As compensation for the Services to be provided under the
Consulting Agreement, the Company will pay to the Investor a
consulting fee of 10,000,000 restricted shares of the Company's
Common Stock as follows: (i) 2,500,000 Consulting Shares will be
issued upon the date of execution of the Consulting Agreement, and
(B) 618,818 Consulting Shares will be issued each month
thereafter, unless the Consulting Agreement is sooner terminated.
The Consulting Agreement may be immediately terminated by the
Company at any time upon written notice of such termination to
Consultant, provided, however, that in the event the Agreement is
terminated prior to the issuance of at least 5,000,000 Consulting
Shares, the Company will issue the Consultant such number of
shares of Common Stock such that the Investor will have been
issued at least 5,000,000 Consulting Shares prior to termination.

The securities of the Company offered and sold to the Investor
under the Purchase Agreement and issuable under the Consulting
Agreement were offered, sold and issued in reliance upon the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended as transactions not involving
any public offering.  The Investor represented to the Company that
it is an "accredited investor" as such term is defined in Rule
501(a) promulgated under the Securities Act, that it acquired the
securities for investment purposes and that such securities were
issued without any form of general advertising or general
solicitation.  Those securities have 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.

As of Feb. 11, 2011, the Company entered into Stock Purchase
Agreements with a limited number of accredited investors pursuant
to which the Company offered and sold an aggregate of 5,000,000
shares of Common Stock to those investors and received aggregate
gross proceeds of $150,000.  The purchase price for the shares of
Common Stock sold to these investors was $0.03 per share.  The
securities of the Company offered and sold to these investor were
offered and sold in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended
as transactions not involving any public offering.  Each investor
represented to the Company that it is an "accredited investor" as
such term is defined in Rule 501(a) promulgated under the
Securities Act, that it acquired the securities for investment
purposes and that such securities were issued without any form of
general advertising or general solicitation.  Those securities
have 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.

In addition, on Jan. 18, 2011, the Company awarded Mr. Michael
Zuckerman, a member of its Board of Directors, 2,000,000
restricted shares of Common Stock in consideration of his efforts
on behalf of the Company in addition to his board service.
Further, as of Feb. 14, 2011, the Company issued 2,500,000 shares
of Common Stock to a consultant for services rendered.  The
issuance of the foregoing securities were exempt from registration
under the Securities Act of 1933, as amended, under Section 4(2)
thereof as transactions by an issuer not involving any public
offering.

On Feb. 28, 2011, the Company determined to adjourn the Special
Meeting of Shareholders that was to be held on March 1, 2011.  The
sole purpose of the Special Meeting is to consider a proposal to
amend the Company's Articles of Incorporation to increase the
Company's authorized number of shares of Common Stock from
500,000,000 shares to 1,000,000,000 shares of Common Stock.  The
Company determined to adjourn the Special Meeting to March 11,
2011 in order to provide the Company's shareholders of record as
of Jan. 14, 2011, the record date for the Special Meeting, with
additional time to consider the transactions reported in this
Current Report on Form 8-K prior  to the Special Meeting.

The Company has filed with the SEC a definitive proxy statement
dated Feb. 2, 2011, as supplemented, in connection with the
Special Meeting.  Shareholders are urged to read the definitive
proxy statement, as supplemented, and other relevant materials
filed by the Company with the SEC carefully because they contain
important information about the proposed amendment of the
Company's Articles of Incorporation.  Shareholders may obtain free
copies of the definitive proxy statement, as supplemented, and
other documents filed with the SEC by the Company through the Web
site maintained by the SEC at http://www.sec.gov. In addition,
shareholders will be able to obtain, without charge, a copy of the
definitive proxy statement from the Company by submitting a
written request to the Secretary of the Company at the Company's
corporate offices.

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company's balance sheet as of Sept. 30, 2010, showed
$2,163,677 in total assets, $4,341,282 in total current
liabilities, and a stockholders' deficit of $2,177,605.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has incurred losses since inception and has not yet been
successful in establishing profitable operations.


SEALY CORP: FMR LLC Discloses 13.940% 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 13,591,106 shares of common stock of
Sealy Corporation Inc. representing 13.940% of the shares
outstanding.  The number of shares of the Company's common stock
outstanding as of Jan. 4, 2011 is approximately 97,852,341.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company's balance sheet at November 28, 2010, showed
$936,757,000 in total assets, $1,024,396,000 in total liabilities
and a $87,639,000 stockholders' deficit.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SOUTHWEST GEORGIA: Taps McGladrey & Pullen as Accountant
--------------------------------------------------------
Southwest Georgia Ethanol LLC asks the U.S. Bankruptcy Court for
the Middle District of Georgia for permission to employ McGladrey
& Pullen LLP and RSM McGladrey Inc. as its accountant.

The firm will:

  a) audit and review services;
  b) prepare tax returns;
  c) provide consultation services; and
  d) perform other accounting services.

The firm's professionals and their hourly rates are:

     Designations          Hourly Rates
     ------------          ------------
     Partners              $536-$600
     Sr. Managers          $278-$320
     Managers              $210-$250
     Staff                 $121-$175

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.


SPANISH BROADCASTING: Mariner, et al., Hold 5.59% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mariner Investment Group, LLC and its affiliates
disclosed that they beneficially own 2,329,320 shares of Class A
common stock of Spanish Broadcasting System, Inc. representing
5.59% of the shares outstanding.  As of Nov. 8, 2010, 41,639,805
shares of Class A common stock, par value $0.0001 per share,
23,403,500 shares of Class B common stock, par value $0.0001 per
share and 380,000 shares of Series C convertible preferred stock,
$0.01 par value per share, which are convertible into 7,600,000
shares of Class A common stock, were outstanding.

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SUFFOLK REGIONAL: Plans to File For Ch. 9 Bankruptcy Protection
---------------------------------------------------------------
Claude Solnik at the Long Island Business News reports that the
Suffolk Regional Off-Track Betting Corp. plans to take the next
step toward a possible bankruptcy filing, asking the Suffolk
County Legislature to authorize it to seek protection.

According to the report, the Hauppauge-based organization said the
resolution would only allow it to file for Chapter 9
reorganization if it chooses to do so. Suffolk OTB hasn't yet
decided whether the filing will be necessary.

LIBN relates that Suffolk OTB's board of directors already
authorized the group's president and vice president to pursue
Chapter 9 if and when they deem necessary.

The report notes that New York City OTB, a state agency, obtained
state approval before going into bankruptcy last year.  But
Suffolk OTB, a public benefit corporation sponsored by the county,
doesn't anticipate needing state approval.


SUNRISE SENIOR: FMR LLC Discloses 14.884% 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 8,373,235 shares of common stock of
Sunrise Senior Living Inc. representing 14.884% of the shares
outstanding.  The number of shares of the Company's common stock
outstanding was 56,453,192 at Feb. 18, 2011.

                        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.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


SUPERIOR BOAT: Airgas Suit to Proceed Against Non-Debtor
--------------------------------------------------------
In Airgas Mid South, Inc., v. Superior Boat Works and Collins E.
Brent, Case No. 4:09CV89-M-S (N.D. Miss.), the plaintiff seeks to
sever defendants and reschedule case management conference.
Specifically, the plaintiff requests that its claims against
Collins Brent be allowed to proceed.  The action was stayed after
Superior Boat Works filed for Chapter 11 bankruptcy.  However, Mr.
Brent was not listed as a co-debtor in that matter.  On Dec. 7,
2010, the Bankruptcy Court entered an order finding that
Superior's bankruptcy petition did not "statutorily provide" Mr.
Brent protection of an "automatic stay or co-debtor stay as
contemplated by Title 11 of the United States Code."  For these
reasons, Magistrate Judge David A. Sanders granted the motion, and
the plaintiff's claims against Mr. Brent will be allowed to
proceed.  A case management conference will be set by separate
notice.

A copy of the Court's Feb. 28, 2011 order is available at
http://is.gd/YENK7Gfrom Leagle.com.

Superior Boat Works, Inc., based in Greenville, Miss., filed a
chapter 11 petition (Bankr. N.D. Miss. Case No. 09-15836) on Nov.
6, 2009, represented by William R. Armstrong Jr., Esq., in
Jackson, Miss.  The Debtor estimated its assets and debts at
$1 million to $10 million at the time of the filing.


TAYLOR BEAN: Former Colonial Exec. Pleads Guilty to $2-Bil. Fraud
-----------------------------------------------------------------
Bankruptcy Law360 reports that a former executive of now-defunct
Colonial Bank pled guilty in a Virginia federal court Wednesday to
participating in a $2 billion fraud scheme, the same day that the
U.S. Securities and Exchange Commission hit her with a civil suit.

In the U.S. District Court for the Eastern District of Virginia,
Law360 relates, Catherine Kissick admitted to hiding Taylor, Bean
& Whitaker Mortgage Corp. overdrafts and purchasing bogus TBW
loans and investments.

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEE INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tee Investment Company, Limited Partnership
          dba Lakeridge Apartments
        6100 Plumas Street
        Reno, NV 89519

Bankruptcy Case No.: 11-50615

Chapter 11 Petition Date: March 1, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

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

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

The petition was signed by Nathan Topol of Nathan and Virginia
Topol Trust of April 1, 1985.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lakeridge Centre Office Complex, LP   10-53612            09/08/11
West Shore Resort Properties III, LLC 10-51101            03/30/10
West Shore Resort Properties, LLC     10-50506            02/22/10

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lakeridge Tennis Club, Inc.        Usage Fees           $1,603,701
6000 Plumas Street
Reno, NV 89519

Topol, Nathan L.                   Entitlement          $1,090,236
6100 Plumas Street                 Expenses
Reno, NV 89519

Topol, Nathan L.                   Contributions          $299,357
6100 Plumas Street
Reno, NV 89519

Young, Ward                        Goods/Services          $19,570

Fairway Construction Company       Goods/Services          $11,496

Comyns, Smith, McCleary & Co.      Goods/Services          $10,000

Jones Vargas                       Goods/Services          $8,384

Nevada Dept of Taxation            Business Tax            $2,771

Marketing Design Works             Goods/Services          $2,400

Morris Peterson                    Goods/Services          $1,587

Firstcomp                          Goods/Services            $980

Sam's Club                         Goods/Services            $853

Floors R US                        Goods/Services            $733

Reimer Pest & Weed                 Goods/Services            $675

Appliance Parts                    Goods/Services            $668

Fuller Color Center                Goods/Services            $661

Pacific States Communications      Goods/Services            $569

Kleaning Connection                Goods/Services            $520

Professional Communications        Goods/Services            $453

Landlord Protection Service        Goods/Services            $438


TELX GROUP: Moody's Assigns 'B1' Rating to $50 Mil. Senior Loan
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3- 30%) rating to
the $50 million expansion of Telx's Senior Secured Term Loan
maturing 2015.  The incremental term loan will be used for general
corporate purposes, including funding the company's data center
expansion plans.  As part of the rating action, Moody's affirmed
Telx's corporate family rating of B2 and probability of default
rating of B3, and maintained the stable rating outlook.  In
addition, Moody's affirmed the B1 ratings of the exitsing term
loan and the $25 million revolving credit facility.

Telx's B2 Corporate Family Rating reflects the company's high
leverage for its rating category, the high capital intensity
inherent in the company's business plans, and its rapid footprint
expansion as Moody's believes the company will continue to
increase capacity over the next several years.  Following the new
term loan issuance Moody's expects that consolidated Debt/EBITDA
leverage at Telx will be approximately 7.8x on a Moody's adjusted
basis (adjusted for operating leases).  Moody's believes that the
company will have the capability to manage its adjusted leverage
to under 6.0x over the next two years, mainly driven by the
expectations of improving EBITDA once the build-outs are complete
and the company begins to generate revenues from new leases
associated with its expanded capacity.  However, the rating
incorporates the probability that if the company undertakes
additional expansion projects, the expected deleveraging may be
delayed.  In addition, Moody's is concerned about the increase in
the company's expense base to drive revenue growth, which could
signal a more competitive operating environment going forward and
the commensurate margin pressure.

The rating is supported by Telx's position as a leading regional
independent operator of carrier-neutral data center facilities to
large enterprises, content distributors and Internet companies,
along with providing customers with interconnection services at
the company's points of presence at critical gateway locations to
the Internet.  Thus, Moody's recognizes the favorable near-term
trends for data center services across the world, as the still-
rapidly growing Internet usage and the ongoing migration to IP
information technologies are driving the rise in demand for
outsourced technology services.  This is evidenced by the revenue
stability of the company's existing customer contracts as churn
remains below 1%.

The rating also reflects Telx's "good" liquidity over the next 12
months.  Moody's expects the company to end the first quarter of
2011 with about $80 million in cash on the balance sheet, with no
outstandings under its $25 million revolver.  Moody's expects the
company to rely on its cash balances to fund its capex needs
during the next four quarters.  As such, the company's free cash
flow metrics are anticipated to be strained until the planned
expansion program is completed.  Moody's does not anticipate
financial covenant compliance issues over the next four quarters.

                What Could Change the Rating -- Up

Given the aggressive expansion plan pursued by the company and the
commensurate use of cash, a ratings upgrade is unlikely over the
next year.  However, rating migration could occur if Telx
successfully carries on the staged buildout of its planned
expansion and successfully leases up the capacity in its data
centers, such that adjusted Debt/EBITDA leverage trends to below
4.5x on a sustainable basis, and the company generates consistent
positive free cash flow.

               What Could Change the Rating -- Down

Given the high project finance nature of the company's expansion
plans, debt financed buildouts in addition to the current schedule
continue to pressure the ratings.  Ratings may also come under
downward pressure, if industry pricing exhibit overcapacity trends
spurring a new period of hypercompetition.  The above factors may
be evidenced in Telx's performance, such that it is unable to grow
operating cash flow from the new capacity it brings online and the
company continues to burn cash and its leverage remains above
6.5x.

Moody's most recent rating action for Telx was on June 16, 2010.
At that time Moody's assigned a B1 rating to Telx's senior secured
facilities.

Headquartered in New York, NY, Telx Group is a provider of network
neutral, global interconnection, and colocation services.  As of
Sept. 30, 2010, the company operates 15 interconnection and
colocation facilities in multiple regions across the United
States.


TELX GROUP: S&P Affirms 'B-' Rating on $50 Mil. Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
issue-level rating on New York City-based The Telx Group Inc.'s
senior secured term loan B, following the add-on of $50 million to
the issuance.  Telx has increased its term loan B from its
outstanding amount of $150 million to $200 million.  The '3'
recovery rating on the loan remains unchanged.  S&P expects the
company will use most of the proceeds from the incremental term
loan for capital expenditures to support growth.

At the same time, S&P affirmed all other ratings on the company,
including the 'B-' corporate credit rating.

"The ratings on Telx reflect S&P's expectations for negative free
operating cash flow for the next few years due to the company's
aggressive capital expansion plans," said Standard & Poor's credit
analyst Naveen Sarma, "as well as a highly competitive environment
and the company's limited scale compared to other data center
providers." In addition, the highly leveraged financial risk
profile constrains the ratings.  S&P estimates adjusted leverage,
pro forma for the incremental term loan, to be 13.5x, including
Standard & Poor's adjustments for operating leases and a 50% debt
treatment of the company's preferred stock.  Partially tempering
these risk factors are the good growth prospects of the colocation
and interconnection industry, including good revenue
predictability from multiyear contracts and low revenue churn.


TERRESTAR NETWORKS: Harbinger & Solus Lay Out Plans for DBSD & TSN
------------------------------------------------------------------
Solus Alternative Asset Management LP and Harbinger Capital
Partners LLC have submitted a non-binding term sheet laying out a
purchase offer for DBSD North America Inc. and TerreStar Networks
Inc.

DBSD is seeking approval from the bankruptcy court to enter into
an investment agreement pursuant to which DISH Network Corp. will
purchase DBSD for $1.1 billion.  Solus and Harbinger just days
before the March 2 hearing on the deal, sent a letter informing
DBSD that they are willing to submit an alternative proposal.

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

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

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

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

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

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

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

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

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

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

    * The 15% notes held by Echostar will be unimpaired and paid
      in full in cash.  Other noteholders will receive either
      payment in full and in cash or equity in an amount to pay
      obligations in full.

    * General unsecured claims, other than the TSN 6.5% notes,
      will be paid in cash including interest from the Petition
      Date through the payment date at the federal judgment rate.

    * Holders of 6.5% notes issued by TSN will receive equity of
      up to an amount sufficient to pay such obligations.

    * Existing equity holders will have "potential distribution"
      from any value remaining after payment of all claims.

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

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

Solus is represented by:

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

                       Three Competing Bids

With the bid, creditors can now pick among three offers for sale
or reorganization of DBSD.  Aside from the Dish Network investment
deal, senior noteholders have submitted a proposed plan of
reorganization for Dish.

                   Bankruptcy Hearing Postponed

Bankruptcy Law360 reports that Judge Robert E. Gerber postponed a
hearing Wednesday on Dish Network's proposed $1.1 billion takeover
of DBSD in light of a new bid from hedge funds Harbinger Capital
Partners LLC and Solus Alternative Asset Management LP.

                    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.

           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 sought 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)


TRIUS THERAPEUTICS: Study of Torezolid Has Positive Results
-----------------------------------------------------------
Trius Therapeutics, Inc., announced results from its Phase 1
clinical trial to evaluate the ability of torezolid to penetrate
into the lung for potential use to treat lung infections.  In this
study a 200 mg dose of torezolid phosphate was administered orally
once-daily for three days to healthy adult volunteers.  The trial
achieved its primary goal of establishing the steady-state plasma
pharmacokinetics and distribution of active drug into epithelial
lining fluid (ELF).  The same 200 mg once-daily dose of torezolid
phosphate is currently being tested in a Phase 3 clinical trial
for acute bacterial skin and skin structure infections (ABSSSI).

In the Phase 1 lung study, the exposure of torezolid in ELF was
48-fold higher than that achieved in plasma.  This exposure was
significantly above the minimum inhibitory concentration (MIC90)
for both Staphylococcus aureus (0.50 ęg/mL) and Streptococcus
pneumoniae (0.25 ęg/mL) for the full daily dosing interval
providing a pharmacokinetic rationale for the administration of a
single 200 mg dose of torezolid phosphate every 24 hours for the
treatment of lung infections caused by these pathogens.  These
results are consistent with those of prior animal studies that
demonstrated considerable penetration of torezolid into lung
fluids and tissues which translated into high efficacy in lung
infections due to S. pneumoniae (penicillin-susceptible and -
resistant) and S. aureus (methicillin-susceptible and -resistant)
pathogens.

"Antibiotic penetration to the site of infection is a prerequisite
for the effective treatment of pneumonia and this study clearly
establishes that torezolid phosphate at the current 200 mg once-
daily therapeutic dose is able to achieve a target exposure of
drug expected to effectively treat lung infections," said Dr.
David P. Nicolau, Principal Investigator of the study from the
Center for Anti-Infective Research and Development, Hartford
Hospital, Hartford, CT.  "The exposure ratio of torezolid into the
ELF versus plasma was above values reported for linezolid, the
first generation oxazolidinone, as well as above those reported
for quinolone antibiotics, such as levofloxacin, which is a
mainstay of therapy for community and hospital acquired
pneumonia."

Jeffrey Stein, President and Chief Executive Officer of Trius,
further commented, "These data further support our objective of
expanding the development of torezolid phosphate for lung
infections caused by Staphylococcus and Streptococcus bacterial
pathogens.  If successfully developed, we expect torezolid
phosphate to be the only once-a-day, gram positive agent for lung
infections administered at the same IV and oral dose.  We plan to
submit, and expect to present, the full results of the study at a
major scientific conference later this year."

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company's balance sheet as of June 30, 2010, showed
$15.6 million in total assets, $22.2 million in total liabilities,
$729,000 in convertible preferred stock, $50.4 million in
redeemable convertible preferred stock, and a stockholders'
deficit of $57.7 million.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
August 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


VALEANT PHARMACEUTICALS: Moody's Puts Ba3 Rating on $1.5BB Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new
$1.5 billion senior unsecured note issuance of Valeant
Pharmaceuticals International, a subsidiary of Valeant
Pharmaceuticals International, Inc.  Moody's affirmed Valeant's
Ba3 Corporate Family Rating, Ba3 Probability of Default Rating and
SGL-1 Speculative Grade Liquidity Rating.  In addition, Moody's
upgraded the ratings on Valeant's existing senior unsecured notes
to Ba3 from B1.  At the same time, Moody's revised Valeant's
rating outlook to stable from positive.

Proceeds of the offering are expected to be used to refinance
Valeant's $975 million Term Loan A, to fund the recently announced
$275 million share repurchase transaction, to refinance Valeant's
4% convertible notes of $225 million, and for general corporate
purposes.

Ratings assigned:

  -- Ba3 (LDG3, 48%) senior unsecured notes due 2016
  -- Ba3 (LGD3, 48%) senior unsecured notes due 2022

Ratings affirmed:

  -- Ba3 Corporate Family Rating
  -- Ba3 Probability of Default Rating
  -- SGL-1 Speculative Grade Liquidity Rating

Ratings upgraded:

  -- Sr. unsecured notes of $500 million due 2017 to Ba3 (LGD3,
     48%) from B1 (LGD4, 60%)

  -- Sr. unsecured notes of $700 million due 2020 to Ba3 (LGD3,
     48%) from B1 (LGD4, 60%)

  -- Sr. unsecured notes of $1 billion due 2018 to Ba3 (LGD3, 48%)
     from B1 (LGD4, 60%)

  -- Sr. unsecured notes of $650 million due 2021 to Ba3 (LGD3,
     48%) from B1 (LGD4, 60%)

Ratings to be withdrawn at closing of the transaction:

  -- Baa3 (LGD1, 8%) Senior secured Term Loan A of $1 billion

  -- Baa3 (LGD1, 8%) Senior secured revolving credit facility of
     $125 million

                        Ratings Rationale

Valeant's Ba3 Corporate Family Rating continues to reflect the
benefits of the recent merger of Biovail Corporation and Valeant
including solid size and scale, good product and geographic
diversity, and lack of major patent cliffs relative to other
specialty pharmaceutical companies.  The ratings are somewhat
constrained by integration risks associated with acquisitions,
mixed product utilization trends, and the likelihood of additional
acquisitions.

The revision in Valeant's rating outlook to stable from positive
reflects incremental leverage associated with the share repurchase
transaction.  This increase follows several earlier transactions
that raised Valeant's leverage, and Moody's now believes that any
deleveraging will occur at a slower rate than Moody's envisioned
when the positive outlook was assigned in September 2010.  On a
pro forma basis for the refinancing and share repurchase as well
as the acquisitions of SwissPharma and Zovirax, Moody's now
estimates pro forma Debt/EBITDA of 4.7x assuming no 2011
synergies, and 3.7x assuming full 2011 synergies.

Headquartered in Mississauga, Ontario, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
formed from the merger of Biovail Corporation and Valeant
Pharmaceuticals International.  Total revenues in 2010 were
$1.2 billion, consisting largely of legacy Biovail revenues with
Valeant revenues recorded beginning as of the September 28, 2010
merger date.


VALEANT PHARMACEUTICALS: S&P Puts 'BB-' Rating on $500 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-' issue-level rating and '4' recovery rating to Valeant
Pharmaceuticals International's proposed $500 million of senior
unsecured notes due 2016 and $1 billion of senior unsecured notes
due 2022.

"At the same time, S&P affirmed its 'BB-' corporate credit rating
on Valeant Pharmaceuticals International, the 'BB+' senior secured
issue-level rating on the senior secured credit facility, the 'BB-
' senior unsecured rating (which takes into consideration the new
$1.5 billion of notes), and the 'B' issue-level rating on the
subordinated notes," said Standard & Poor's credit analyst Michael
Berrian.  S&P's '1' recovery rating on the senior secured
revolving credit facility, the '4' recovery rating on the senior
unsecured notes, which also takes into consideration the new
$1.5 billion of notes, and the '6' recovery rating on the
subordinated notes remains unchanged.  S&P will withdraw the
rating on the existing senior secured credit facility once this
transaction closes.  The rating outlook on Valeant is stable.

The ratings affirmation recognizes the modest improvement in
disposable cash flow from the replacement of amortizable debt with
higher-cost, but lower cash-flow impact term debt.  Valeant
Pharmaceuticals will use the aforementioned notes to refinance its
existing term loan A, pre-fund redemption of its convertible
subordinated notes, and to finance a share repurchase for investor
ValueAct.


VAUGHAN CO: SEC Wins Judgment for Disgorgement
----------------------------------------------
Bankruptcy Law360 reports that the U.S. Securities and Exchange
Commission on Tuesday won a judgment for disgorgement against the
bankrupt company of prominent New Mexico real estate agent Douglas
F. Vaughan, who is accused of running an $80 million Ponzi scheme.

As reported in the Troubled Company Reporter on March 26, 2010,
the Securities and Exchange Commission has filed fraud charges
against a New Mexico realtor and obtained an emergency court order
to halt his $80 million Ponzi scheme.

The SEC's complaint, filed in federal court in Albuquerque,
alleges that Douglas F. Vaughan through his company -- The Vaughan
Company Realtors -- issued promissory notes that he claimed would
generate high fixed returns for investors.  Mr. Vaughan also used
another entity -- Vaughan Capital LLC -- to solicit investors for
different types of real estate-related investments, such as buying
residential properties at distressed prices.  Mr. Vaughan relied
entirely on new money raised from investors through both companies
to fund Vaughan Company's ever-increasing obligations to note
holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

Based in Albuquerque, New Mexico, The Vaughan Company Realtors
filed for Chapter 11 protection on Feb. 22, 2010 (Bankr. N.M. Case
No. 10-10759).  George D. Giddens, Jr., Esq., represents the
Debtor in its restructuring efforts.  The Company estimated both
assets and debts of between $1 million and $10 million.


VITRO SAB: Posts MXN754 Million Net Loss in 2009
------------------------------------------------
Vitro, S.A.B. de C.V., filed on Feb. 28, 2011, its annual report
on Form 20-F for the fiscal year ended Dec. 31, 2009/

The Company reported a net loss of MXN754 million on
MXN23.991 billion of sales for 2009, compared with a net loss of
MXN5.682 billion on MXN29.013 billion of sales for 2008.

The Company's balance sheet at Dec. 31, 2009, showed
MXN32.652 billion in total assets, MXN30.668 billion in total
liabilities, and stockholders' equity of $1.984 billion.

A full-text copy of the Form 20-F is available for free at:

               http://researcharchives.com/t/s?7441

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of
MXN23,991 million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and is now seeking to
restructure around US$1.5 billion in debt, including
US$1.2 billion in notes.

Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer was to expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
Counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

Vitro SAB on December 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, thereby commencing
its voluntary concurso mercantil proceedings.  Vitro SAB believes
that, as a result of the implementation of the Concurso Plan
through the Mexican Proceeding, the holders of the Restructured
Debt will recover 68% to 75% of the face value of their respective
claims.

Vitro SAB also commenced parallel proceedings under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in
Manhattan on December 13, 2010, to seek U.S. recognition and
deference to its bankruptcy proceedings in Mexico.

Alejandro Francisco Sanchez-Mujica, as foreign representative of
Vitro, has asked the U.S. Bankruptcy Court to enter an order
recognizing the Mexican Proceeding as "foreign main proceeding"
pursuant to 11 U.S.C. Sections 1515 and 1517.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Vitro SAB won a postponement of a court fight with bondholders,
which are seeking to force the U.S. units of the Mexican
glassmaker into bankruptcy, to allow mediation to take place.

U.S. Bankruptcy Judge Russell Nelms on Feb. 24 granted a request
by Vitro to postpone a hearing in Fort Worth, Texas.  The Company,
which defaulted on $1.2 billion in bonds, asked for the delay so
that it can mediate with stakeholders.

Creditors, including hedge funds Elliott Management Corp. and
Davidson Kempner Capital Management LLC, opposed the delay and
wanted Judge Nelms to move forward with the request to force the
Vitro units into bankruptcy.




WARNER MUSIC: 12 New Directors Elected at Annual Meeting
--------------------------------------------------------
The Annual Meeting of Stockholders of Warner Music Group Corp.
was held on Feb. 22, 2011.  These matters were voted on at the
meeting:

   (i) the election of 12 directors for a term of one year and
       until their successors are duly elected and qualified;

  (ii) the ratification of the appointment of Ernst & Young LLP to
       serve as the independent registered public accountants of
       the Company for the fiscal year ending Sept. 30, 2011;

(iii) the approval, in a non-binding vote, of the compensation of
       the Company's named executive officers; and

  (iv) the determination, in a non-binding vote, of whether a
       stockholder vote to approve the compensation of the
       Company's named executive officers should occur every one,
       two or three years.

The newly elected directors are Edgar Bronfman, Jr., Shelby W.
Bonnie, Richard Bressler, John P. Connaughton, Phyllis E. Grann,
Michele J. Hooper, Scott L. Jaeckel, Seth W. Lawry, Thomas H. Lee,
Ian Loring, Mark E. Nunelly and Scott M. Sperling.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at Dec. 31, 2010 showed $3.60 billion
in total assets, $3.83 billion in total liabilities and $228
million in total deficit.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


WENTWORTH HILLS: Meeting of Creditors Set For March 23
------------------------------------------------------
Patrick Anderson at The Sun Chronicle notes that a meeting of
Wentworth Hills creditors has been scheduled for March 23, 2011,
at 2 p.m., in the John W. McCormack Federal Building in Boston.

Based in Boston, Massachusetts, Wentworth Hills LLC owns
commercial real estate.  The Company filed for Chapter 11
bankruptcy protection on Feb. 24, 2011 (Bankr. D. Mass. Case No.
11-11448).  Judge William C. Hillman presides over the case.
Kathleen R. Cruickshank, Esq., Murphy & King P.C. represents the
Debtor.  In its petition, the Debtor estimated both assets and
debts of between $1 million and $10 million.


WESTMORELAND COAL: S&P Assigns 'CCC+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'CCC+'
corporate credit rating to Colorado Springs, Colorado-based
Westmoreland Coal Co.  The rating outlook is stable.

At the same time, S&P assigned a 'CCC' issue-level rating (one
notch below the corporate credit rating) to Westmoreland's
$150 million senior secured notes due 2018.  The recovery rating
is '5', indicating S&P's expectation of modest (10%-30%) recovery
for noteholders in the event of a payment default.

The company expects to use proceeds from the notes to repay
certain outstanding indebtedness, to pay accrued and unpaid
dividends on outstanding shares of preferred stock, and for
general corporate purposes.

"The 'CCC+' corporate credit rating on Westmoreland reflects the
combination of what S&P considers to be its vulnerable business
risk profile and highly leveraged financial risk profile," said
Standard & Poor's credit analyst Maurice Austin.

The ratings also reflect its high cost position in the Powder
River Basin and Texas, relatively short reserve life, high
customer concentration, challenges posed by the inherent risks of
coal mining, and less than adequate liquidity to meet its near-
term obligations.  Still, the company benefits from long-term
contracts with a reasonably predictable revenue stream.


WINDSTREAM CORPORATION: Fitch Puts 'BB+' Rating on $600 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Windstream
Corporation's proposed offering of $600 million senior unsecured
notes due 2023.  Windstream's Issuer Default Rating is 'BB+'.  The
Rating Outlook is Stable.

Proceeds from the offering will be used to fund a tender offer for
$600 million outstanding principal amount of 8.625% senior notes
due 2016, for accrued and unpaid interest on the notes and related
fees and expenses.  Net proceeds not used for the tender offer
will be used for general corporate purposes.

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.


WINDSTREAM CORPORATION: Moody's Puts 'Ba3' Rating on $600MM Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $600 million senior unsecured notes due
2023.  The company expects to use the net proceeds primarily to
fund a partial tender of the company's existing senior unsecured
8.625% senior notes that mature in 2016.  Following the tender,
the 2016 notes will have approximately $1,145 million remaining
outstanding.

Assignments:

Issuer: Windstream Corporation

  * US$600M Senior Unsecured Regular Bond/Debenture, Assigned Ba3
    (LGD4- 69%)

  * Outlook -- Stable

                        Ratings Rationale

Windstream's Ba2 corporate family rating broadly reflects the
outlook for ongoing flat to modest wireline revenue declines and
Moody's expectations that, as result of the recently announced
acquisitions, the Company's adjusted Debt/EBITDA leverage has been
elevated for the rating category at about 3.8x.  However, the
rating is supported by management's commitment to reduce leverage
over the next two years.  Prospective synergies from the recent
acquisitions are likely achievable, and there is relatively low
perceived integration risk on a stand-alone basis due to the
acquired companies' size relative to Windstream.  In Moody's view,
if the acquisition activity continues, it may pressure
Windstream's ratings if it stretches the Company's resources
and/or if the staging of the integrations overlap with one another
and envisioned synergies are delayed.

Moody's also notes that increasing competition will continue to
constrain revenues for all incumbent wireline telcos.  However,
Windstream, similar to other rural operators, still dominates the
high-margin business of providing local phone service in rural
areas of the US, where competition is not as fierce as in the
urban markets.  While revenue growth from residential customers is
deemed unlikely due to secular pressures, Moody's recognizes the
investments and acquisitions the company has made over the past
year to bolster its business and broadband product lines, such
that these offerings represent over 55% of the company's combined
revenue stream.  Moody's also note that the company's management
team, which has a good record for meeting its commitments, is
likely to stem the pace of the cash flow declines in its legacy
wireline voice markets primarily through cost containment, and to
a lesser extent with greater penetration of higher-margin bundled
product offerings.

Moody's most recent rating action for Windstream was on January 7,
2011.  At that time, Moody's rated Windstream's $200Mln extension
of existing notes due 2020 at Ba3, LGD4 - 69%.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 21 states and generated about
$$3.7 billion in revenues in Fiscal Year 2010.


WINDSTREAM CORP: S&P Assigns 'B+' Rating to $600 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating and '5' recovery rating to Little Rock, Ark.-
based incumbent local exchange carrier Windstream Corp.'s proposed
$600 million of senior notes due 2023 to be issued under rule 144A
with registration rights.  The '5' recovery rating indicates S&P's
expectation for modest (10%-30%) recovery in the event of payment
default.  The company intends to use the proceeds from the notes
issue to tender for a portion of its 8.625% senior notes due 2016.
At the same time, S&P affirmed all other ratings on Windstream,
including the 'BB-' corporate credit rating.  The outlook is
stable.  Total debt outstanding as of Dec. 31, 2010, was around
$7.3 billion.

"The ratings on Windstream reflect an aggressive shareholder-
oriented financial policy with a commitment to a substantial
common dividend, which limits potential debt reduction," said
Standard & Poor's credit analyst Allyn Arden.  Other factors
include an aggressive acquisition strategy; competition from
wireless substitution and cable telephony, which has resulted in
access-line losses and margin pressure; and declining revenues
from its mature local telephone business.

Tempering factors include the company's favorable market position
as the leading provider of local and long-distance
telecommunications services in less competitive and geographically
diverse secondary and tertiary markets, growth from digital
subscriber line services, still-healthy EBITDA margins, and solid
free operating cash flow.


X'TREME PLASTERING: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Steven Green at The Las Vegas Sun reports that X'treme Plastering
LLC of Las Vegas, which also filed for Chapter 7.  That firm
disclosed no assets and liabilities of nearly $116,000.  The only
income listed in the filing was for 2009 of nearly $23,000.  The
president of that company is Robert Phillips.


YRC WORLDWIDE: Has Non-Binding Term Sheet for Restructuring
-----------------------------------------------------------
YRC Worldwide Inc. announced that it had reached an agreement in
principle, in the form of a non-binding term sheet, with certain
of its key stakeholders providing for a comprehensive
restructuring plan for YRC Worldwide.  The term sheet was approved
by those parties necessary to satisfy the "agreement in principle"
condition in the company's credit agreement, including the
Teamsters National Freight Industry Negotiating Committee of the
International Brotherhood of Teamsters and a more than two-thirds
majority of the lenders under the company's credit agreement.

The non-binding term sheet provides YRCW with new and additional
capital, a substantial improvement in its liquidity position,
conversion of some of its debt obligations into equity and the
replacement or restructuring of certain of its debt obligations.
The term sheet contemplates a very substantial dilution of
existing equity holders.

John Lamar, chief restructuring officer and lead director of YRCW,
said that "the principal objective of the company was to achieve a
comprehensive restructuring with a solid foundation for long term
success.  I believe the agreement in principle as represented by
the term sheet will do just that.  We appreciate both the support
and confidence of our lenders and the dedication and sacrifice of
our thousands of employees in their efforts to support the future
success of YRCW."

The term sheet establishes a timeline to close the restructuring
transaction by July 2011 and contemplates the extension of the
previously announced deferral of interest and fees under the
company's credit agreement and ABS facility through the same
period.  The company also indicated that its lenders have waived
the first quarter 2011 EBITDA covenant in view of the harsh winter
and as part of an anticipated revision in forward covenants under
the new restructuring plan.

The company believes that this action represents a significant
step in its restructuring and will continue to work with the
parties that have approved the term sheet and other required
parties to complete definitive documentation and satisfy any
applicable closing conditions.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company's balance sheet at Dec. 31, 2010, showed
$2.63 billion in total assets, $2.73 billion in total liabilities
and $95.84 million in total shareholders' deficit.

The Company recorded a net loss of $322.23 million on
$4.33 billion of operating revenue for the twelve months ended
Dec. 31, 2010, compared with a net loss of $622.02 million on
$4.87 billion of operating revenue during the prior year.

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended Dec. 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."


* February Consumer Bankruptcy Filings Up 11% From Previous Month
-----------------------------------------------------------------
February consumer bankruptcies increased 11% nationwide from
January 2011, according to the American Bankruptcy Institute,
relying on data from the National Bankruptcy Research Center.  The
data showed that the overall consumer filing total for February
reached 102,686, up from the 92,669 consumer filings recorded in
January 2011.

?Though consumers are striving to reduce their debt burden, high
unemployment and a still-poor housing sector continue to fuel new
bankruptcies,? said ABI Executive Director Samuel J. Gerdano. ?We
expect these factors to lead to over 1.5 million consumer filings
this year."

Though an increase from the January 2011 filings, the February
2011 consumer bankruptcy total represents an 8% decrease from the
111,693 filings recorded in February 2010. Chapter 13 filings
constituted 30% of all consumer cases in February, a slight
decrease from January.

ABI -- http://www.abiworld.org/-- is the largest multi-
disciplinary, nonpartisan organization dedicated to research and
education on matters related to insolvency. ABI was founded in
1982 to provide Congress and the public with unbiased analysis of
bankruptcy issues. The ABI membership includes more than 12,800
attorneys, accountants, bankers, judges, professors, lenders,
turnaround specialists and other bankruptcy professionals,
providing a forum for the exchange of ideas and information.

NBKRC -- http://www.nbkrc.com/-- is an online research center
that offers subscribers access to up-to-date research and
statistics on bankruptcy filings. The database contains complete
information dating back to 1995.


* Municipal Bond Defaults Estimated at $100 Billion
---------------------------------------------------
A consulting firm founded by economist Nouriel Roubini said there
could be close to $100 billion of municipal-bond defaults over the
next five years as state and local government-debt problems damp
the U.S. economic recovery, American Bankruptcy Institute reports.




* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion. By mid-2006, 9,000 hedge funds were managing
$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.

Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations. Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***