TCR_Public/110112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 12, 2011, Vol. 15, No. 11

                            Headlines

15-35 HEMPSTEAD: Files Proposed Chapter 11 Plan of Reorganization
AMBAC FINANCIAL: Veera Class Suit Survives Motion to Dismiss
AMERICAN AXLE: Richard Dauch Disposes of 6,820 Shares
AMERICAN INT'L: Treasury Starts Talking to Possible Underwriters
AMERICAN INT'L: Ruentex Said to Lead Bidding for Nan Shan

ANCHOR BLUE: Returns to Chapter 11 to Liquidate Stores
ANCHOR BLUE: Case Summary & 30 Largest Unsecured Creditors
ASCEND LEARNING: Standard & Poor's Assigns 'B' Corp. Credit Rating
ATLANTIC HOLDINGS: Moody's Raises Sr. Secured Ratings From Ba1
BERNARD L MADOFF: Can't Be Executor of Son Mark's Estate

BLOCKBUSTER INC: Landlords Oppose Lease Decision Extension
BLOCKBUSTER INC: Landlords Oppose Store Closing Sales Terms
BLOCKBUSTER INC: Here to Stay, to Adapt to Electronic Needs
BOOZ ALLEN: Moody's Puts Ba2 Rating on Proposed $300MM Loan
BOOZ ALLEN: S&P Removes BB+ Corp. Credit Rating From CreditWatch

CALPINE CORP: To Sell $1.2BB Bonds to Repay Bankruptcy Exit Loans
CALPINE CORP: Moody's Places 'B1' Rating on Senior Secured Notes
CAMPANA FAMILY: Case Summary & 4 Largest Unsecured Creditors
CANAL CORP: Files Chapter 11 Plan of Liquidation
CAPITOL BANCORP: Calvin Meeusen Elected to Board of Directors

CAPITOL BANCORP: Plans to Offer Rights for $100-Mil. in Shares
CAPMARK FINANCIAL: Plan Filing Exclusivity Extended Until March 31
CATHOLIC CHURCH: Milwaukee Proposes Buelow as Special Counsel
CATHOLIC CHURCH: Milwaukee Proposes L&M as Special Counsel
CATHOLIC CHURCH: St. Dennis Files Docs. to Back Lift Stay Plea

CATHOLIC CHURCH: Wilm. Wants Stay to Parishes Extended
CB HOLDING: Committee Taps Pachulski Stang as Counsel
CENTRAL ILLINOIS ENERGY: No Immediate Ruling on Green Lion's Claim
CHEMUNG HILLS: Oceola Township Purchases Gulf Course
CITYCENTER HOLDINGS: Moody's Junks Corporate Family Rating

CITYCENTER HOLDINGS: S&P Junks Proposed $600MM Sr. Sec. Notes
CLOVERLEAF ENTERPRISES: P. Angelos Wins Bidding for Raceway
CNL HOTELS: Lender Group Acquires Control of 8 Resorts
COGENT COMMUNICATIONS: Moody's Assigns 'Caa1' Corporate Rating
COGENT COMMUNICATIONS: S&P Assigns Prelim B- Corp. Credit Rating

COMMODORE LLC: Hires Steffes Vingiello as Bankruptcy Counsel
COMPANY PHILOSOPHY: Acquisition Cues S&P to Withdraw B Rating
CONSTAR INT'L: Returns to Ch. 11 to Implement Debt-for-Equity Swap
CONSTAR INT'L: Case Summary & 30 Largest Unsecured Creditors
CROATAN SURF: Case Summary & 5 Largest Unsecured Creditors

C.W. MINING: Attorney's Records Are Property of the Estate
DECATUR HOTELS: Asks Court to Dismiss Involuntary Ch. 11 Case
DHILLON & DHILLON: Case Summary & 17 Largest Unsecured Creditors
DIRECTBUY HOLDINGS: Moody's Puts B2 Rating on $335MM Sr Sec Notes
DIRECTBUY HOLDINGS: S&P Places B on Proposed $335MM Notes Offering

DUKE & KING: Wants Auction for All Assets; No Lead Bidder So Far
DYNAVAX TECHNOLOGIES: Completes Enrollment of Heplisav Study
DYNEGY INC: Amends Schedule 14D-9 to "Icahn" Tender Offer
DYNEGY INC: Asks Stockholders to Vote "FOR" Sale to Icahn
EAST AIRPORT DEVT: 9th Cir. BAP Reverses Use of Lender's Cash

ELIZABETH ARDEN: Moody's Affirms 'Ba3' Corporate Family Rating
ELIZABETH ARDEN: S&P Puts 'B' Issue-Level Rating on $225MM Notes
EQUIPOWER: S&P Assigns Preliminary BB- Rating on $425MM Term Loan
ERNEST G EARL: Bankr. Court Dismisses Willard Smith Suit
EVERGREEN ENERGY: Khan Ilyas Discloses 6.2% Equity Stake

EVERGREEN ENERGY: Officers Exercise Option to Buy Common Shares
EXIDE TECHNOLOGIES: Moody's Assigns 'B2' on Proposed $675MM Notes
EXIDE TECHNOLOGIES: Standard & Poor's Assigns B Issue Level Rating
FKF MADISON: Court Sidelines Ian Eichner in Fight Over Firm
FLAKEBOARD CO: S&P Withdraws 'B' Rating on $225 Million Notes

FRE REAL ESTATE: Section 341(a) Meeting Scheduled for Feb. 2
FRE REAL ESTATE: U.S. Bank Opposes Cash Collateral Use
FRE REAL ESTATE: Wells Fargo Wants Ch. 11 Case's Dismissal
GALLENTHIN REALTY: Section 341(a) Meeting Scheduled for Feb. 3
GALLENTHIN REALTY: Taps George A. Gallenthin as Bankr. Counsel

GARNET BIOTHERAPEUTICS: Organizational Meeting on Jan. 20
GENERAL MOTORS: Wants Performance-Based Pay for Union Workers
GOLDEN CHAIN: Case Summary & 17 Largest Unsecured Creditors
GREATER ATLANTIC & PACIFIC: Albertson Opposes Lease Rejection
GREATER ATLANTIC & PACIFIC: Noteholders Opposed DIP Approval

GREATER ATLANTIC & PACIFIC: Resolves Committee "1st Day" Issues
GSC GROUP: Can Access Cash Collateral Until January 20
HANOUR CORP: Shark Club Files for Ch. 11 in Santa Ana, Calif
HARBOUR EAST: Leasing Is Not in the Ordinary Course
HARRINGTON WEST: Seeks April 8 Plan Exclusivity Extension

HII HOLDING: Moody's Puts 'B2' Corporate on Elevated Leverage
JAC INSTRUMENT: Case Summary & 20 Largest Unsecured Creditors
JANUS CAPITAL: S&P Raises LT Counterparty Credit Rating From BB+
JOHN TODHUNTER: Bankr. Court Refuses to Halt Foreclosure Sale
JT LP: Voluntary Chapter 11 Case Summary

KE KAILANI: Files for Chapter 11 Bankruptcy to Halt Foreclosure
KEYSTONE AUTOMOTIVE: Reaches Deal to Reduce Debt
LA BOTA DEVELOPMENT: Confirmation Hearing Continued to January 27
LAFAYETTE UNION: Judge Grant Dismisses Chapter 11 Case
LAREDO PETROLEUM: S&P Assigns 'B-' Preliminary Corporate Rating

LOEHMANN'S HOLDINGS: Plan Faces Opposition from Tax Creditor
LOOP 76: Judge Haines Rules on Wells Fargo's Plan Objections
LYDIA CLADEK: Ch. 11 Trustee & Committee File Competing Plans
MAKKAR ATHLETICS: Forced by Investor Into Receivership
MARKETXT HOLDINGS: Court Excludes Evidence on Millers' Claims

MARKWELL HILLSIDE: Dist. Court Rules on Suit vs. Former Owner
MESA AIR: Contract Counterparties Object to Cure Amounts
MESA AIR: Proposes Settlement of Delta Air Claims
MESA AIR: Texas Tax Authorities Object to Claims Treatment
MOORE JAGUAR: Dealership to Remain Open While in Chapter 11

MYSPACE INC: Unveils Plan to Slash 500 Jobs
NATIONAL AMUSEMENTS: S&P Puts BB Rating on $400MM Secured Notes
OROVILLE INN: City Wants Inn to Go Into Receivership
PATIENTFIRST HEALTHCARE: 3 Health Clinics File for Chapter 11
POWELL'S INT'L: Emerges from Chapter 11, Thurston Is New Owner

RADIANT OIL: Files Amended Form 8-K on JOG Acquisition
RADIOSHACK CORP: Fitch Affirms 'BB' IDR & Unsec. Notes Ratings
RAFAELLA APPAREL: Perry Ellis Strikes Deal to Buy Firm for $70MM
RAFAELLA APPAREL: S&P Places 'CC' on CreditWatch Positive
REALOGY CORP: S&P Maintains CCC- Rating on Revolver & Term Loan

RED HAT: Case Summary & 8 Largest Unsecured Creditors
RJV INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
ROBERT PRITZ: Files for Chapter 11 Bankruptcy Protection
ROTHSTEIN ROSENFELDT: Clients, Trustee Strike Payment Compromise
SARGEANT RANCH: Court Orders Appointment of Ch. 11 Trustee

SHERATON UNIVERSAL: Shenzhen New Acquires Hotel for $90-Mil.
SHUBH HOTELS: Seeks $5-Mil. Loan to Repair Detroit Property
SJI INC: Bankr. Court to Hear Staehnkes' Claim
SOMERSET PROPERTIES: Administrator Fails to Form Creditors Panel
SPANISH BROADCASTING: A. Rodriguez Does Not Own Any Securities

SPANISH BROADCASTING: Appoints Alberto Rodriguez to CRO
STACY JO'S: Selling Pa. Real Estate Parcel for $350,000
STRATEGIC AMERICAN: Discovers Errors in Oct. 31 Reports
STRATEGIC AMERICAN: Discovers Errors in Jan. 31 Reports
STRATEGIC AMERICAN: Discovers Errors in Apr. 30 Reports

SUN CONTROL: Hires Richard H. Gins as Bankruptcy Counsel
SUNBELT DEVELOPMENT: Shindico Realty to Sell Products Facility
SUNGARD DATA: Fitch Affirms 'B' Issuer Default Rating
SUPERIOR ACQUISITIONS: Hires Michael Fallon as Counsel
SUPERIOR ACQUISITIONS: Files New List of 20 Largest Unsecureds

SWB WACO: Bankruptcy Court Confirms First Amended Chapter 11 Plan
SWIFT CORP: S&P Raises Corp. Credit Rating to B; Outlook Positive
TAMARACK RESORT: Court Dismisses Chapter 11 Case
TASTY BAKING: Pa. Offers $1MM Loan as Payment Deadline Nears
TODD FAMILY: Seeks Dismissal of 2nd Involuntary Petition

TRI-CITIES FAST: Case Summary & 18 Largest Unsecured Creditors
TROPICANA ENTERTAINMENT: Foodservice & LandCo Claims Resolved
ULTIMATE ESCAPES: Court Approves Sheon Karol as CRO
UNIFI INC: Recasts Annual Report for Fiscal Year 2010
UNIVISION COMMS: S&P Maintains CCC+ Rating on $815MM Note Offering

VILLAGES DEVELOPMENT: Case Summary & Creditors List
VITRO SAB: Mexico Judge Rejects Bankruptcy Plan
VONAGE HOLDINGS: S&P Puts BB Rating on $200MM Sr. Sec. Term Loan
WARR INVESTMENT: Placed Into Receivership
WASHINGTON MUTUAL: LTW Holders' Claims Go to Trial

WAVE ENERGY: Stokes and Spiehler Claim Is Unsecured
WEST HAWK: Court Dismisses Bankruptcy Cases
WHE HOLDINGS: Court Dismisses Bankruptcy Cases
WHITEHALL AVENUE: Receiver to Reopen Ramada Inn Later This Month

WINDSTREAM CORP: Fitch Puts BB+ Rating on $200 Million Notes
YRC WORLDWIDE: Amends Contribution Agreement With Central States
ZANETT INC: PNC Commitment Letter Expiration Extended to Jan. 31

* Illinois Lawmakers Seek to Hike Taxes to Address Deficit
* Nevada Tops 2010 List of Most Bankruptcy Filings

* Harbinger Senior Analyst Steps Down to Start Own Hedge Fund
* Crowell & Moring's Elliott P. Laws Elected to Partnership
* Ex-Senators Robert Bennett & Byron Dorgan Join Arent Fox LLP

* Upcoming Meetings, Conferences and Seminars

                            *********

15-35 HEMPSTEAD: Files Proposed Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
On January 4, 2011, 15-35 Hempstead Properties, LLC, and Jackson
299 Hempstead, LLC, filed their proposed Chapter 11 Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
New Jersey.

The Effective Date of the Plan is 40 days after entry of an order
confirming the Plan.

The Debtors are currently receiving roughly per month in rental
payments.  The Debtors will fund the Plan and pay their creditors
with the funds generated from rental income.  The Debtors believe
that it will receive $175,000 in rental payments for the month of
February as more leases are being signed.

The Debtors also plan to have 81 rental units converted into
condominiums by May of 2011.  The condo units will sell from
anywhere between $99,000 and $400,000, with the penthouses being
sold for $1,400,000.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Tax Claims.  Class 1 Priority Claims will
        100% of their claim on the Plan's Effective Date.

Class 2. Secured Claims of New York Community Bank.  NYCB, owed
        $17,170,000, is secured by a first mortgage on the multi-
        family property located at 101 Boardwalk, Atlantic City,
        New Jersey.  The Debtors will make interest only payments
        for 12 months following the Effective Date.

        Commencing with the payment due on the thirteenth month
        following the Plan's Effective Date, the Debtors will make
        monthly payments of principal and interest using a 25-year
        amortization schedule.  Additional payments of 75% of the
        net proceeds of each condominium unit sold will be made to
        NYCB to reduce the principal amount owed to it.  The
        balance of the net proceeds will be applied to interest
        payments up to a 3-month reserve, with any remaining funds
        reserved for improvements.  NYCB will permit a
        distribution of excess cash only after achieving minimum
        debt service coverage of 120% for a minimum of 12
        consecutive months.

Class 3. Secured Claim of Singer Financial Corporation.  Singer,
        owed $98,000, is secured by a second mortgage on the
        multi-family property located at 101 Boardwalk, Atlantic
        City, New Jersey.  The Debtors will make interest only
        payments for 12 months following the Effective Date.

        Commencing with the payment due on the thirteenth month
        following the Effective Date, the Debtors will make a
        monthly payment of principal and interest using a 25-year
        amortization schedule with a 3-year balloon.

Class 4. Secured Claim of Atlantic City Municipal Utilities
        Authority (ACMUA) and any Other Tax Lien Claim.  All
        claims will be paid over three years in equal payments of
        principal and interest at 10% p.a.

Class 5. General Unsecured Claims.  In full settlement,
        satisfaction, release and discharge of their claims and
        liens against the Debtors, Class 5 claimants will receive
        10% of their respective Allowed Unsecured Claims over a
        five-year period (consisting of 20 calendar quarters at
        0.5% per quarter).  The total claims in Class 5 are
        roughly $6,220,804.  To the extent all Unsecured Claims
        are allowed, quarterly payments to Class 5 claimants would
        approximate $31,104.  These payments will commence 60 days
        after the Effective Date.

Class 6. Interest Holders.  All current interests, equity or
        common stock will be retained by existing equity.

Class 2, 3, 4 and 5 are all impaired under the Plan, and are thus
entitled to vote.

The Debtors' counsel, Ciardi Ciardi & Astin, may be reached at:

     Albert A. Ciari, III, Esq.
     Jennifer E. Cranston, Esq.
     Adrienne N. Roth, Esq.
     CIARDI CIARI & ASTIN
     One Commerce Square
     2005 Market Street, Suite 1930
     Philadelphia, PA 19103
     Tel: (215) 557-3550
     Fax: (215) 557-3551

A copy of the Debtors' proposed Chapter 11 Plan of Reorganization
is available for free at:

         http://bankrupt.com/misc/15-35HempsteadPlan.pdf

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, owns real property at 101
Boardwalk in Atlantic City, New Jersey.  It filed for Chapter 11
bankruptcy protection on October 26, 2010 (Bankr. D. N.J. Case
No. 10-43178).  Albert A. Ciardi, III, Esq., at Ciardi Ciardi &
Astin, assists 15-35 Hempstead in its restructuring effort.
15-35 Hempstead estimated its assets and debts at $10 million to
$50 million.

Affiliate Jackson 299 Hempstead, LLC, filed a separate Chapter 11
petition on October 26, 2010 (Bankr. D. N. J. Case No. 10-43180).

Jackson 299 Hempstead, LLC, owns a certain parcel of real property
at 101 Boardwalk in Atlantic City, New Jersey.  It filed for
Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. D.
N.J. Case No. 10-43180).  Albert A. Ciardi, III, Esq., at Ciardi
Ciardi & Astin, assists Jackson 299 in its restructuring
effort.  Jackson 299 estimated its assets and debts at $10 million
to $50 million.

The cases are jointly administered under 15-35 Hempstead
Properties, LLC.


AMBAC FINANCIAL: Veera Class Suit Survives Motion to Dismiss
------------------------------------------------------------
District Judge Harold Baer Jr. denied the defendants' request to
dismiss the class action, Karthikeyan V. Veera, v. Ambac Plan
Administrative Order Committee, et al., Case No. 10-CV-4191
(S.D.N.Y.).  Plaintiff is a former employee of Ambac Financial
Group, Inc., who held Ambac stock as part of an employer-sponsored
Savings Incentive Plan.  Plaintiff purports to represent a class
of all Plan participants who held Ambac stock through the Plan
between October 1, 2006 and July 2, 2008.  Ambac's publicly traded
stock fell sharply during the Class Period, and Ambac filed for
Chapter 11 bankruptcy on November 8, 2010. Plaintiff claims that
the defendants breached their fiduciary duties under ERISA by
continuing to offer Ambac stock as part of the Plan when they knew
or should have known of Ambac's impending decline.

The Amended Complaint targets two categories of defendants, the
Plan Investment Committee and Plan Administrative Committee and
its individual members, who allegedly violated their duty of
prudence, and the Compensation Committee and its members, who
allegedly violated the duty of monitoring.

The Defendants' principal position is that they were under no
fiduciary obligation to remove or diversify the Ambac stock in the
Plan.  They argue that because the Plan required the offering of
Ambac stock, they had no discretion to eliminate it; since they
exercised no control over the offering of Ambac stock in the Plan,
the inclusion of the stock in the Plan creates no fiduciary
liability for them.

Judge Baer, among other things, noted the Court cannot help but
conclude that monitoring fiduciaries failed to provide sufficient
attention, if any, to the risks of the continued purchase and
retention of Ambac stock.

A copy of the Court's January 6, 2011 Opinion and Order is
available at http://is.gd/kxpTFfrom Leagle.com.

                       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 November 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.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

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.

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.

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)


AMERICAN AXLE: Richard Dauch Disposes of 6,820 Shares
-----------------------------------------------------
In a Form 4 filing with the Securities and Exchange Commission on
January 10, 2011, Richard E. Dauch, co-founder, chairman and CEO
at American Axle & Manufacturing Holdings Inc., disclosed that he
disposed of 6,820 shares of common stock of the Company at $13.98
per share on January 6, 2011.  After the transaction, Mr. Dauch
directly beneficially owned 39,215 shares of common stock.

Mr. Dauch indirectly beneficially owns 5,725,262 shares held by
Family Trusts.  The amount includes 13,457 shares previously
reported as directly beneficially owned by Mr. Dauch.  These
shares were transferred to a grantor retained annuity trust on
January 10, 2011.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$2.07 billion in total assets, $2.54 billion in total liabilities,
and a stockholders' deficit of $469.1 million.

                           *     *     *

In September 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
to 'B+' from 'B-'.  The outlook is stable.  "The upgrade reflects
S&P's opinion that American Axle's credit measures will improve
further in 2011 under the gradual recovery in North American auto
demand, and that the company's gross margins will expand more than
S&P previously expected," said Standard & Poor's credit analyst
Larry Orlowski.  The company's second-quarter results improved
significantly over those of 2009.   Revenue was $559.6 million,
more than twice as much as second-quarter sales a year ago,
reflecting improving light-vehicle demand and extended shutdowns
of GM and Chrysler in 2009.

In August 2010, Moody's Investors Service raised American Axle's
Corporate Family Rating and Probability of Default Rating to B2
from Caa1.  The raising of American Axle's CFR rating to B2
reflects the company's improved operating performance over the
past two quarters and Moody's belief that this improvement will be
sustained over the intermediate term, supported by stable
automotive vehicle production in North America and cost structure
improvements completed by the company in 2009.  These conditions
no longer support the default risk indicated by the Caa rating.


AMERICAN INT'L: Treasury Starts Talking to Possible Underwriters
----------------------------------------------------------------
Michael J. De La Merced, writing for The New York Times, reported
that people briefed on the matter told NY Times' DealBook on
Friday that the U.S. Treasury Department will begin taking pitches
from major investment banks for leading roles in selling off the
first part of the government's stake in American International
Group.  Sources told DealBook that Treasury officials will head to
New York City to listen to the pitches from 10 firms, after having
sent out a request for proposal on Thursday.

The government acquired a nearly 80% stake in AIG common shares
after providing bailout loans in September 2008.  The stake is set
to rise to 92.1% through a reorganization of the government's
holdings in AIG.

The NY Times' sources said the Treasury is likely to pursue the
sale of at least $15 billion worth of AIG shares this spring.  The
exact amount would depend on investor demand for AIG shares.
According to the report, the sale could take place either in March
or May, with the latter being the more likely option.  The
government would then be subject to a six-month lockup of its
shares, though it favors holding another stock sale toward the end
of the year if possible, these people said.

In the best-case scenario, the NY Times' sources said, the
Treasury could reduce its AIG stake by the end of the year to
perhaps 33%.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMERICAN INT'L: Ruentex Said to Lead Bidding for Nan Shan
---------------------------------------------------------
Aries Poon, writing for Dow Jones Newswires, reports that a person
familiar with the deal said Wednesday American International Group
Inc. has chosen Taiwan's Ruentex Group as the preferred bidder for
its Taiwan life-insurance unit, Nan Shan Life Insurance Co.
Ruentex is a conglomerate with interests in textiles and real
estate.

The person said Ruentex offered more than US$2.15 billion, more
than AIG could have fetched if it had been successful last year in
selling Nan Shan to a consortium of Primus Financial Holdings Ltd.
and Hong Kong-listed China Strategic Holdings Ltd..

As widely reported, Taiwan regulators blocked that deal in August
2010, citing concerns about China Strategic's financial strength
and commitment to Nan Shan.

Dow Jones says AIG's second attempt to sell the company also drew
bids from Chinatrust Financial Holding Co., Cathay Financial
Holding Co., Fubon Financial Holding Co. and a consortium made up
of Primus, Taiwan Secom Co. and Goldsun Development & Construction
Co.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


ANCHOR BLUE: Returns to Chapter 11 to Liquidate Stores
------------------------------------------------------
Anchor Blue, Inc., and its parent, Anchor Blue Holding Corp.,
filed petitions for bankruptcy under Chapter 11 on January 11,
2011 (Bankr. D. Del. Lead Case No. 11-10110).

In connection with the filing, Anchor Blue plans to implement the
orderly liquidation of all of the Company's assets, and has begun
going out of business sales at all of its retail stores.  All
Anchor Blue stores are stocked with fashionable merchandise, and
will remain open for business in the immediate future, with strong
discounts offered to consumers to sell off the inventory and
maximize store sales throughout the wind-down period.  The Company
has requested full authority to pay employee wages and benefits on
an uninterrupted basis through the end of the wind-down process.

Anchor Blue also announced that it will honor all gift cards,
customer programs and customer returns of merchandise until
January 17, 2011.

Anchor Blue said that when it emerged from a restructuring in
August 2009, the Company worked to implement a series of
initiatives to position the business for future growth, including
introducing new merchandise, reducing overhead costs, launching a
new store concept, and bolstering its executive team.  However,
Anchor Blue has continued to face strong headwinds from product
promotions and discounts offered by larger retailers and unusually
disruptive weather conditions in Southern California where the
majority of its stores are located.  Additional capital was
injected into the business in November 2010 to help Anchor Blue
through the holiday season, but the Company suffered severe sales
declines in December which further eroded its financial position.

After extensively exploring alternatives following thorough
consultation with its legal and financial advisors, Anchor Blue
determined that an orderly sale of its assets through a Chapter 11
process is the most prudent and effective means of maximizing
value for the Company's stakeholders.

Legal advisors to Anchor Blue were Morgan Lewis; financial
advisors were FTI Consulting.

                         Capital Structure

As of January 1, 2011, the Debtors' books and records reflected
total combined assets of roughly $24.7 million (book value) and
total combined liabilities of roughly $38.5 million.
Notwithstanding the substantial efforts of the Debtors and their
employees, for the 12 fiscal months ended January 1, 2011, the
Debtors generated revenues of roughly $ 112.6 million but incurred
net pre-tax operating losses, including restructuring costs, of
roughly $ 23.9 million.

                    Events Leading to Chapter 11

On May 27, 2009, after experiencing operating losses, predecessors
of Anchor Blue filed for Chapter 11.  The Debtors then closed 65
underperforming stores.  In August 2009, following an auction
approved by the Bankruptcy Court, a designee of Ableco acquired a
substantial portion of the assets in a sale pursuant to Section
363 of the Bankruptcy Code.

Thomas A. Shaw, interim chief financial officer, relates that it
was anticipated that modest losses would occur in the months
following the acquisition of the Debtors.  Unfortunately, the
ongoing downturn in the national economy caused severe and
unexpected financial pressures.  Since August 2009, the Debtors
have suffered from unexpectedly poor sales during the holiday
season, traditionally the strongest season for sales.

In November 2010, the Company began raised $3,250,000 in financing
from existing investors to maintain the Company as a going
concern.  By December 23, 2010, after three straight weeks of
declining sales and profit margin, it became apparent that further
financing would be necessary, but efforts to obtain financing were
unsuccessful.

"To that end, as with many retail businesses in today's economic
times, the Debtors concluded that the business was not likely to
be viable and that the best means of maximizing the value of their
assets for the benefit of creditors was to conduct an orderly
liquidation through the use of a professional liquidator,"
Mr. Shaw said.

The Debtors held an auction to select the liquidator just days
before the bankruptcy filing.  After more than 10 rounds of
bidding, the Debtors determined that the bid from Gordon Brothers
Retail Partners, LLC and Hilco Merchant Resources, LLC,
represented the highest and best offer.  On January 6, 2011, the
Debtors executed the Agency Agreement with GB/Hilco.  The Agent
has guaranteed a minimum recovery of 27.1% of the aggregate retail
value of the merchandise included in the Sales.

Anchor Blue is assuming the GB/Hilco Agreement postpetition.

                         About Anchor Blue

Anchor Blue, Inc. is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employed 1,446 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.

Anchor Blue is an indirect affiliate of Sun Capital Partners, a
Florida-based investment firm.

Epiq Bankruptcy Solutions is the claims agent.


ANCHOR BLUE: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Anchor Blue Holding Corp.
        1260 Corona Pointe Ct.
        Corona, CA 92879

Bankruptcy Case No.: 11-10110

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     Anchor Blue, Inc.                      11-10111

Type of Business: Anchor Blue is a specialty retailer of casual
                  apparel and accessories for the teenage
                  market.  Founded in 1972, the Company has 117
                  stores primarily located in California.

Chapter 11 Petition Date: January 11, 2011

Bankruptcy Court: U.S. Bankruptcy Court
                  District of Delaware (Delaware)

Bankruptcy Judge: Peter J. Walsh


Debtors' Counsel: Neil Herman, Esq.
                  Rachel Mauceri, Esq.
                  MORGAN LEWIS
                  1701 Market St.
                  Philadelphia, PA 19103-2921
                  http://www.morganlewis.com
                  Tel: (215) 963-5000
                  Fax: (215) 963-5001

Debtors'
Co-Counsel:       Kenneth J. Enos, Esq.
                  Michael R. Nestor, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 West Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel.: (302) 571-6600
                  E-mail: bankfilings@ycst.com

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS

Combined Assets: $24.7 million as of Jan. 1, 2011

Combined Debts: $38.5 million as of Jan. 1, 2011

The petition was signed by Thomas A. Shaw, chief executive
officer.

Anchor Blue Holdings' List of 30 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim     Claim Amount
  -------------                 ---------------     ------------
Production and Marketing        Trade Debt          $1,444,129
Services Limited
Unit D 27/F Kings Tower
111 King Lam Street
Cheung Sha Wan
Hong Kong

Shanghai Shenda America LLC     Trade Debt          $1,159,628
463 Seventh Ave.
Suite 700
New York, NY

CFL Commercial Offshore DE      Trade Debt          $1,005,312
Macau Limitada
Rm A-7, 6/F, Chong Fok
Commercial Centre
1287-1309 Avenida De Amizade
Macau

Shanghai Textile United         Trade Debt            $998,067
Co Ltd
420 Yuyao Road
Shanghai, China

Shanghai Hansen Global         Trade Debt             $811,685
Supply Co. Ltd
Room 401
No 5 LN 738
Lu Ban Rd.
Shanghai, China 200023

Retail Process                 Trade Debt             $760,360
Engineering LLC
10150 Highland Manor Drive
Suite 330
Tampa, FL 33610

Phoenix Textile, Inc.          Trade Debt             $678,650
14600 S. Broadway St.
Gardena, CA 90248

Hudson Valley New York Ltd.    Trade Debt             $365,893
463 Seventh Ave.
Suite 700
New York, NY 10018

United Parcel Service          Trade Debt             $301,221
PO Box 894820
Los Angeles, CA 90189-4820

East 8th Group LLC             Trade Debt             $282,390
315 East 8th St 202
Los Angeles, CA 90014

Swagger Like Us Inc.           Trade Debt             $266,780
2850 Ocean Park Blvd
Suite 300
Santa Monica, CA 90405

UPS Supply Chain Solutions     Trade Debt             $256,962
12380 Morris Road
Suite 400
Alpharetta, GA 3005

Performance Screen Print       Trade Debt             $254,994
28381 Vincent Moraga Dr.
Temecula, CA 92590

Shaoxing Four Seasons          Trade Debt             $217,902
Garments

Inter Pacific Corporation      Trade Debt             $179,844

Innerworkings Inc.             Trade Debt             $151,977

Hybrid Promotions LLC          Trade Debt             $145,049

Monarch Apparel Group          Trade Debt             $139,951

Do Gree Fashions USA           Trade Debt             $136,350

Romane Inc.                    Trade Debt             $134,053

Alloy Marketing and            Trade Debt             $124,913
Promotions

Schwarz Paper Company          Trade Debt             $116,585

Super Trader Inc.              Trade Debt             $115,101

Agilysys Inc.                  Trade Debt             $113,826

Skillnet Solutions Inc.        Trade Debt             $109,000

Olaes Enterprises Inc.         Trade Debt             $101,005

AJB Software Design Inc.       Trade Debt              $96,880

Northern Cap & Glove           Trade Debt              $94,099
(a Division of Totes
Isoner)

LP Innovations Inc.            Trade Debt              $92,811

Starmount Systems Inc.         Trade Debt              $90,837


ASCEND LEARNING: Standard & Poor's Assigns 'B' Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Stillwell, Kan.-based
Ascend Learning LLC its 'B' corporate credit rating.  The rating
outlook is stable.

At the same time, S&P assigned ratings to Ascend's $365 million
senior secured credit facilities.  The credit facilities consist
of a $250 million first-lien term loan B due 2016, a $40 million
first-lien revolving credit facility due 2015, and a $75 million
second-lien term loan due 2017.  S&P rated the term loan
B and revolving credit facility 'B' (at the same level as the 'B'
corporate credit rating on the company) with a recovery rating of
'3', indicating S&P's expectation of meaningful (50%-70%) recovery
for lenders in the event of a payment default.  S&P rated the
second-lien loan 'CCC+' with a recovery rating of '6', indicating
S&P's expectation of negligible (0%-10%) recovery for lenders.

The company used proceeds to refinance unrated credit facilities
and to pay a $108 million special dividend to its private-equity
shareholders.

"The 'B' rating on Ascend reflects S&P's expectation of an 8%
revenue and EBITDA increase in 2011 due to growing demand for the
company's products and services as a result of increasing
employment in health care and allied fields," said Standard &
Poor's credit analyst Hal Diamond.

S&P expects the company to perform in line with S&P's thresholds
for the rating, including lease-adjusted debt leverage between
5.5x and 6.5x.  S&P views the company's business risk profile as
weak, reflecting its concentration in health care and related
fields, which is highly fragmented and competitive.

Ascend Media has a highly leveraged financial risk profile, in
S&P's view, because of the high multiples originally paid for its
major acquisitions, the proposed special dividend, and the
company's acquisition orientation.

Ascend Learning is a provider of educational products with a focus
on health care-related disciplines and professional training and
testing.  The company was formed through the acquisitions of Jones
& Bartlett Learning (JBL) in November 2007, Assessment
Technologies Institute (ATI) in February 2008, and several
smaller, tuck-in acquisitions.  The company operates in four
business segments, each of which provides a combination of print
and online educational tools.


ATLANTIC HOLDINGS: Moody's Raises Sr. Secured Ratings From Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the senior secured ratings of
Atlantic Holdings Path 15, LLC, to Baa3 from Ba1 and its
subsidiary Atlantic Path 15, LLC, to Baa1 from Baa2.  The upgrades
reflect strong consistent financial metrics at both the OpCo and
HoldCo level, successful back-to-back rate-case hearings and
expectations of continued strong financial performance.  The
rating upgrade also considers the impact of $44.3 million in
unrated debt at HoldCo's direct parent, Atlantic Path 15
Transmission, LLC.  The outlook is positive.

Upgrades:

Issuer: Atlantic Holdings Path 15, LLC

* Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from
   Ba1

Issuer: Atlantic Path 15, LLC

* Senior Secured Regular Bond/Debenture, Upgraded to Baa1 from
   Baa2

Outlook Actions:

Issuer: Atlantic Holdings Path 15, LLC

* Outlook, Changed To Positive From Stable

Issuer: Atlantic Path 15, LLC

* Outlook, Changed To Positive From Stable

The upgrades reflect sustained, strong financial results achieved
under the Federal Energy Regulatory Commission's cost of service
model that is premised on a 50% equity capitalization of OpCo, the
recovery of OpCo's operating expenses including depreciation and
amortization, insurance, property taxes and a provision for
federal and state income taxes even though the project company
itself is not a tax paying entity.  Based on this model Path 15
earns a fixed transmission revenue during the rate period.  Since
2007, OpCo achieved debt service coverage ratio of approximately
2.6x for the period 2007 through the trailing twelve months ending
September 30, 2010.  On a consolidated basis coverage was
approximately 1.6x over the same period while on a fully levered
basis coverage falls to just under 1.3x. Cash flow from operations
to debt, excluding changes in working capital, has been
approximately 10% on a fully levered basis.  These metrics compare
favorably to Moody's other pure play transmission companies also
rated in the Baa category.

The upgrade further reflects successful back-to-back rate hearings
for the 2005-2007 rate period and 2008-2010 rate period in which
FERC approved the revenue requirement which is a key driver in
Path 15's ability to achieve the strong financial metrics over the
past few years.  As each successive rate case is heard, there
tends to be fewer critical issues to resolve, reducing the
likelihood for an adverse rate outcome.  In our opinion, this
helps increase the likelihood that Path 15 will continue to
achieve reasonable rate outcomes which should allow the company to
continue to produce strong financial results.  Under a downside
scenario resulting in a 1% reduction in Return on Equity for the
2011-2013 period and subsequent 1% reduction in ROE from 2014-2016
the project continues to demonstrate robust financial metrics for
the rating level at OpCo and HoldCo.  The DSCR under such scenario
drops 10 basis point from forecast levels of 2.9x to 2.8x while
cash flow from operations to debt, excluding changes in working
capital, falls marginally from existing levels of approximately
10% to 9.5% during the 2011-2013 period.

Path 15 is currently preparing for its upcoming rate filing due in
February 2011 for the 2011-2013 rate period as Path 15 is required
to file rate cases every three years.  Based on current
projections and assumptions that Path 15 will continue to achieve
rate outcomes consistent with its past experience, Path 15
projects OpCo coverage of approximately 2.9x and consolidated
coverage of 1.75x over the 2011-2013 period.  Total consolidated
coverage falls to 1.3x, roughly in line with historical results.

The positive outlook reflects good potential for upward rating
momentum following a successful 2011 rate hearing result which
would lead to continued robust financial metrics.  Typically the
rate hearing could last anywhere from three to twenty-four months
though Moody's expects this to be similar to the 2007 rating
hearing which concluded in fifteen month's time.  Any upward
migration would also depend on a continued strong investment grade
rating profile from the main offtakers, PG&E, SCE, SDG&E and the
CAISO.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.

Path 15, LLC, has transmission system rights for 72% of the
capacity in the 84 mile, 500 kilovolt transmission line expansion
along California's Path 15 transmission corridor.  The project is
located in central California and connects Pacific Gas & Electric
Company's Los Banos substation in Merced County to PG&E's Gates
substation in Fresno County and was jointly developed by the
Western Area Power Administration and PG&E.  Path 15 is indirectly
owned by Atlantic Power Corporation, which is an independent power
producer listed on both the New York Stock Exchange (NYSE: AT) and
the Toronto Stock Exchange (TSX:ATP).


BERNARD L MADOFF: Can't Be Executor of Son Mark's Estate
--------------------------------------------------------
Dareh Gregorian, writing for The New York Post, reports that
Bernard Madoff's jail term voids Mark Madoff's will request.

According to the Post, court papers show Mark named his father as
a co-executor of his estate.  The Post says Bernard Madoff will
have to leave that position vacant since he's serving a 150-year
prison sentence for fraud.  Mark's brother, Andrew, will become
sole executor and trustee for Mark's estate.

The Post says Mark Madoff's will was signed Nov. 1, 2007 -- a
little over a year before his father's fraud was revealed.  Mark,
46, never amended his will after his father's downfall.  Mark
hanged himself in his SoHo apartment on Dec. 11 -- the second
anniversary of his dad's arrest.

The Post notes it is unclear how much Mark's estate is currently
worth.  The Manhattan Surrogate's Court filings put its value as
worth over $500,000, although it's believed to be worth
substantially more.  Mark left nearly everything to his wife,
Stephanie.

                      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 December 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 October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 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.


BLOCKBUSTER INC: Landlords Oppose Lease Decision Extension
----------------------------------------------------------
Several landlords object to the Debtors' request to extend the
period within which they may assume or reject all of their
unexpired leases, through and including April 21, 2011, pursuant
to Section 365(d)(4) of the Bankruptcy Code.

The Landlords are Clearview Palms Shopping Center New Orleans LA.,
L.P.; Oyster Point Plaza LLC; The Macerich Company, et al.; Donald
H. Cummins and Betty Ann Cummins; and Shelby Creek, L.L.C.

Clearview tells Judge Burton Lifland that its lease with the
Debtors terminated on its terms on September 30, 2010, and the
Debtors continue to use the leasehold premises as a holdover
tenant.  Clearview contends that Section 365(d)(4) is inapplicable
to leases, which have expired by their terms.  Hence, Clearview
asks Judge Lifland to direct the Debtors to surrender possession
of the premises.

Oyster Point, whose lease with the Debtors expired on Dec. 31,
2010, asks that the Debtors withdraw their extension request as to
the parties' lease.  In the alternative, if the Debtors refuse to
do so, Oyster Point asks the Court to deny the request.

Macerich, et al., and the Cummins say that they do not oppose the
request generally, but insist that any extension should be
conditioned upon the Debtors continuing to timely perform under
all postpetition obligations under the leases, and any extension
should be subject to individual landlords' rights to seek to
compel a shorter time to assume or reject a lease for cause.

The Debtors' blanket request to extend deadline as to all leases
is improper because each real property lease should be viewed in
its own special individualized context, David M. Blau, Esq., at
Kupelian Ormond & Magy, P.C., in Southfield, Michigan --
DMB@KOMPC.com -- asserts on behalf of Shelby Creek.  He points out
that Shelby Creek needs to know whether or not the Debtors will
remain as a tenant because Shelby Creek has received commitments
from third parties interested in leasing the premises.

A hearing will be held on January 20, 2011, to consider the
request for extension.  The hearing was previously set for
January 11.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.,
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Landlords Oppose Store Closing Sales Terms
-----------------------------------------------------------
Various landlords, taxing authorities, creditors and parties-in-
interest filed objections, and joinders, against the Debtors'
request to continue conducting store closing sales:

  * 35/WCD Century South K/C, Ltd., et al.;
  * 95 Washington LLC, et al.;
  * Arbutus Shopping Center Limited Partnership, et al.;
  * Arlington Manor Co., Ltd.;
  * Burleson Independent School District, et al.;
  * Carrollton-Farmers Branch ISD and Lewisville ISD;
  * CBL & Associates Management, Inc.;
  * Centro Properties Group, et al.;
  * Chula Vista Associates II, L.P.;
  * Chula Vista Town Center Associates II, L.P.;
  * Collin County Texas Tax Assessor-Collector & The Frisco ISD;
  * County of Anderson, et al., and Alamo Heights, et al.;
  * CS University Place, II, LLC, et al.;
  * CVS Pharmacy, Inc.;
  * DeKalb Associates LLC;
  * Donald H. Cummins and Betty Ann Cummins;
  * ERP Operating Limited Partnership;
  * Gap 41 Ventures LLC;
  * General Growth Properties Inc., et al.;
  * Glimcher Properties Limited Partnership;
  * Inland US Management, LLC, et al.;
  * Maricopa County, Arizona;
  * Mobile County, Alabama;
  * Pima County, Arizona;
  * Publix Super Markets, Inc.;
  * Rio Bravo, LLC;
  * Rockville Pike Joint Venture, L.P.;
  * Safeway Inc.;
  * Simon Property Group, Inc.;
  * Smart Realty & Management LLC;
  * South Plaza Center Associates, LLC;
  * S.R. Weiner & Associates, et al.;
  * The Macerich Company, et al.;
  * Townview Retail, LLC; and
  * Virginia Gateway Retail, L.C.

The Objecting Parties argue that the Store Closing Motion, as
presented by the Debtors, should be denied because of one or more
of these reasons:

  -- The Taxing Authorities object to the free and clear sale of
     their collateral apart from the establishment of a
     segregated account funded from the proceeds of the sale of
     their collateral;

  -- The Taxing Authorities object to any liquidation, sale or
     transfer of the Debtors' personal property without the ad
     valorem taxes being paid at the time of sale or transfer of
     the inventory, or unless the liens they are holding attach
     to the proceeds of the sale;

  -- The Debtors' proposed course of action fails to provide
     sufficient restrictions on sales activities to protect the
     landlords' interests.  The Store Closing Motion is unfairly
     skewed toward the Debtors' interests and against those of
     the landlord and the other tenants of the shopping centers;

  -- The Debtors' proposed Store Closing Sales Procedures and
     Bulk Inventory Sales seem to provide broad rights to the
     Debtors, without regard to the landlords' rights and the
     terms of the leases;

  -- The Store Closing Sales Procedures are insufficient because
     the Debtors did not provide details as to the date,
     location and duration of the Store Closing Sales; and

  -- The Store Closing Sales Procedures are also insufficient
     because the Debtors have placed few, if any, limitations on
     the manner, conduct and duration of the Store Closing
     Sales, including restrictions on the use of common areas of
     non-enclosed shopping centers and the use of signage.

Accordingly, the Objecting Parties ask the Court that:

  -- if the Debtors desire to abandon property, they should not
     be allowed to simply dump the property on the premises
     without first obtaining the landlord's consent because the
     landlord should not have to shoulder the burden of hauling
     the Debtors' junk from the premises;

  -- the Debtors should be required to provide few days prior
     notice to the landlord before conducting any Store Closing
     Sales at the premises, especially given that the Debtors
     have not indicated which stores are to be included in the
     sales;

  -- the Debtors should be required to commit to a firm and
     reasonable date by which any Store Closing Sale would end;

  -- the order approving the Store Closing Motion should provide
     that proceeds of the sale of the collateral of the Taxing
     Authorities be segregated and their liens be attached with
     the priority they otherwise hold pursuant to non-bankruptcy
     law, prior to the distribution of any further proceeds of
     the sale of their collateral to any other party;

  -- the Debtors should be required to remove any furnishings,
     fixture and equipment only through back shipping areas
     after store business hours;

  -- the Debtors should not be permitted to advertise the sale
     as a "going out of business sale," "bankruptcy sale" or
     "liquidation sale";

  -- the Debtors should not be permitted to conduct an auction
     at the premises;

  -- the Store Closing Sales should not be approved unless
     sufficient guidelines are in place to ensure that relevant
     provisions of the leases will be complied with, and that
     the dignity and value of the leased premises will be
     maintained; and

  -- the proposed Store Closing Sales Procedures should be
     modified to expressly restrict the activity of the Debtors
     so as to minimize any harm to the premises and other
     tenants.

The Court will convene a hearing on January 20, 2011, to consider
the Store Closing Motion.  The hearing was originally set for
January 11.

                   Store Closing Sales Motions

Prior to the Petition Date, Blockbuster Inc. and its units
operated approximately 3,000 retail store locations across the
United States of America.  Generally, the Debtors do not own the
real property on which they operate a retail store.  Instead, they
lease the real property from numerous lessors and other
counterparties.

Historically, Blockbuster Inc. has undertaken efforts to maximize
its retail imprint while maintaining overhead costs.  Blockbuster
renegotiates leases where, with certain concessions from the
landlord, the reduction in cost is sufficient to result in an
otherwise unprofitable store becoming profitable.  If Blockbuster
cannot renegotiate more favorable terms on a lease, or if the
lease expires on its own terms and the landlord desires to retake
the premises, Blockbuster has, in the past, regularly closed the
store locations in the ordinary course of its business.

The Chapter 11 process has not affected Blockbuster's overall
strategy with respect to its leases, relates Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, in New York.  He notes that
the Chapter 11 cases have merely highlighted Blockbuster's
business need to expeditiously review its leases and determine
which stores should be closed and which should remain open,
subject in certain instances to Blockbuster's ability to
renegotiate the terms of the store leases.

In connection with its store closures, Blockbuster has implemented
certain Court-approved procedures for the rejection of unexpired
nonresidential real property leases and the abandonment of
personal property located in the premises associated with the
rejected leases.  Blockbuster has also retained two experienced
real estate consultants to negotiate more favorable terms and
other beneficial concessions with landlords under leases that it
is contemplating retaining.

Throughout the postpetition continuation of its prepetition
practices, Blockbuster has maintained a continued dialogue with
both the lenders under its debtor-in-possession financing facility
and the Official Committee of Unsecured Creditors.  To date,
Blockbuster has successfully conducted the Store Closing Sales for
stores that have closed after the Petition Date, without objection
from either constituency.  However, certain landlords have
expressed concerns regarding Blockbuster's continued ability to
carry out ordinary course transactions absent further Court order
given the applicability of either restrictive documents or
liquidation sale laws.

In light of these concerns and their potential impact on
Blockbuster's ability to continue to efficiently self-liquidate in
the ordinary course, the Debtors seek authority to continue
conducting the Store Closing Sales at store locations the Debtors
determine should be closed during the pendency of the cases, in
accordance with certain procedures, as well as Bulk Inventory
Sales.

The Debtors also seek certain ancillary and related relief to
override or invalidate any restrictions in any restrictive
documents that may impair the Debtors' ability to conduct the Bulk
Inventory Sales or Store Closing Sales or otherwise dispose of
assets in Closing Stores, and will exempt the Bulk Inventory Sales
and Store Closing Sales from certain federal, state, and local
laws, statutes, rules, and ordinances related to store closing and
liquidation sales.

The Store Closing Sales Procedures provide that the Store Closing
Sales will be conducted during normal business hours or in hours
as otherwise permitted by the lease, provided that the Debtors
will abide by any applicable mall guidelines regarding
maintenance, security, and trash removal.  The Store Closing
Sales will be conducted in accordance with applicable state and
local "Blue Laws."  All display and hanging signs used by the
Debtors in connection with the Store Closing Sales will be
professionally lettered and all hanging signs will be hung in a
professional manner.

If Store Closing Sales are to be considered "final," conspicuous
signs will be posted in each of the affected stores to the effect
that all sales are "final."  The Debtors will not make any
alterations to interior or exterior store lighting, and will not
use any type of amplified sound to advertise the Store Closing
Sales or solicit customers.  No property of any landlord of a
store will be removed or sold during the Store Closing Sales.

The Court will convene a hearing on January 11, 2011, to consider
the request.  Objections were due on January 3.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Here to Stay, to Adapt to Electronic Needs
-----------------------------------------------------------
Blockbuster Inc. Chief Executive Jim Keyes has assured customers
that the company will stay and that it is adapting to the
customers' increasing electronic needs, NBC Dallas-Forth Worth
reports.

"Blockbuster is here to stay," NBC DFW quoted Mr. Keyes as saying.

"So many companies have faced this with mounting debt and
challenging financial times," Mr. Keyes said.  "Blockbuster, too,
has to restructure its balance sheet, but that doesn't mean our
business isn't today and will not be viable for many years to
come, as long as we change."

According to the report, Mr. Keyes expects Blockbuster to emerge
from bankruptcy early in the second quarter of 2011.  He also
disclosed that Blockbuster is banking on the popularity of
"Blockbuster on Demand" that allows customers to get instant
access to movies on 100 different mobile and other electronic
devices.  He added that Blockbuster had traditionally been in
stores and yet, now, they are also in kiosks, on Blockbuster on
Demand and on mail.

"As long as we adapt, which we're trying to do today -- adding
video games, adding a whole host of other things to those stores -
- then the physical store itself could remain indefinitely," Mr.
Keyes said.  "Perhaps not in as many numbers as we have today, but
there should be a role for the physical store for retail
entertainment well into the future."

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BOOZ ALLEN: Moody's Puts Ba2 Rating on Proposed $300MM Loan
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Booz Allen
Hamilton Inc.'s proposed $300 million senior secured term loan A
due 2016 and $750 million senior secured term loan B due 2017.
Concurrently, the outlook was changed to positive from stable
based on the proactive efforts demonstrated by Booz Allen's
management towards debt reduction.  Continuing efforts to reduce
debt levels demonstrate a progression towards a less aggressive
financial policy.  Other reasons supportive of the positive
outlook include an improving profitability trajectory, healthy
backlog, and expectation of continued consistent annual free cash
flow generation.  All ratings, including the Ba3 corporate family
rating, have been affirmed.  Moody's assigned Booz Allen a
speculative grade liquidity rating of SGL-1 reflecting a very good
liquidity profile in the near-term supported by healthy cash
balances, an expectation of positive cash from operations over the
next twelve months, and no near-term debt maturities.

Assignment:

Booz Allen Hamilton Inc.

* Proposed $300 million term loan A due 2016, Ba2 (LGD-3, 39%)
* Proposed $750 million term loan B due 2017, Ba2 (LGD-3, 39%)
* SGL-1 Speculative Grade Liquidity

Ratings affirmed:

Booz Allen Hamilton Inc.

* Corporate family rating at Ba3
* Probability of default rating at Ba3
* Outlook changed to positive
* Existing revolving credit facility due July 2014, Ba2 (LGD-3,
   39%)
* Existing $125 million term loan A due July 2014, Ba2 (LGD-3,
   32%)
* Existing $585 million term loan B due July 2015, Ba2 (LGD-3,
   32%)
* Existing $350 million term loan C due July 2015, Ba2 (LGD-3,
   32%)
* Existing $550 million 13% senior unsecured mezzanine loan, B2
   (LGD-5,86%)

Upon conclusion of the proposed transaction, ratings for Booz
Allen's existing term loans and senior unsecured mezzanine loan
will be withdrawn.  Additionally, LGD point estimates on existing
debt are subject to change.

The change in rating outlook is based on improvement in
profitability margins, a healthy backlog that provides revenue
visibility, meaningful reductions in debt and expectation of
continued positive free cash flow generation.  EBITDA margins, on
a Moody's adjusted basis have increased from 8.0% at the end of
fiscal 2010 to 8.5% for the last twelve months ended September 30,
2010.  At the same time, balance sheet debt decreased from
$1.6 billion at the end of fiscal 2010 to $1.05 billion proforma
the proposed transaction.  The total backlog at September 30,
2010, of $11.0 billion is up over 30% in comparison to the backlog
at September 30, 2009, and supports near-term revenue visibility.

Proceeds from the proposed term loans combined with cash on the
balance sheet are expected to be used to pay down $1.2 billion of
existing debt.  The term loans are expected to be senior secured
obligations and will be guaranteed by Booz Allen Hamilton Investor
Corporation, a holding company that directly holds 100% of the
equity interests in Booz Allen Hamilton Inc.

The Ba3 corporate family rating reflects strong cash flow
generation capacity and a solid government contracting services
business position against improving interest coverage metrics.
The rating reflects meaningful debt reductions over the last year
and a less aggressive financial policy that was more
characteristic of the company in 2009.  In addition, Booz Allen
has a very good liquidity profile supporting its overall "Ba"
credit profile.  A constraint to the ratings has been the high
degree of leverage assumed as part of the July 2008 leveraged
buyout as well as the debt-financed special dividends to its
shareholders including its private equity sponsor in December
2009.  Although Moody's notes the meaningful debt reductions,
leverage metrics are still in line with a "Ba3" corporate family
rating.

The ratings could be raised if Booz Allen's debt is sustainably
reduced such that adjusted debt to EBITDA approaches 3.0 times and
EBITA / interest coverage increases to the 3.5 times range.
Continued robust free cash flow generation would also be expected.

The outlook could be stabilized if there is evidence of lower than
expected funding levels, the loss of significant recompetes,
material contract delays, negative shifts in government spending
or if free cash flow to debt weakens.  Additionally, the ratings
could be pressured if Booz Allen's liquidity profile deteriorates,
or adjusted debt to EBITDA increases to a level above 4.5 times.

The principal methodologies used in this rating were Global
Aerospace and Defense published in June 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets.  Booz Allen is headquartered in
McLean, Virginia, and had revenue of approximately $5.1 billion in
the fiscal year ended March 31, 2010.


BOOZ ALLEN: S&P Removes BB+ Corp. Credit Rating From CreditWatch
----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on McLean, Va.-based Booz Allen Hamilton Inc. (BAH) to
'BB+' from 'B+' and removed the rating from CreditWatch where it
was placed with positive implications on Dec. 17, 2010.  The
outlook is stable.

At the same time, S&P assigned a 'BBB-' issue-level rating and a
'2' recovery rating to BAH's proposed $1.3 billion senior secured
financing, consisting of an amended $250 million revolver due
July 2014, a new $300 million term loan due January 2016, and a
$750 million term loan B due July 2017.  The '2' recovery rating
indications S&P's expectations of substantial (70%-90%) recovery
in the event of a payment default.

The Company intends to use the proceeds of the new term loans,
along with approximately $222 million of cash on hand to
refinance its existing term loans and to extinguish approximately
$228 million of high coupon mezzanine debt (including prepayment
fees). Pro forma operating lease-adjusted leverage will be about
3.2x.

"The upgrade is based on significant revenue and EBITDA growth in
the past 12 months, substantial debt reduction following the
Company's recent IPO, and additional debt reduction associated
with the proposed refinancing," said Standard & Poor's credit
analyst Jennifer Pepper. Further, the recent IPO provides a
potential exit strategy for the sponsors that, in S&P's view, does
not impair credit quality.

Since its mid-2008 spin-off and recapitalization, BAH has reduced
debt to EBITDA by over two turns through EBITDA growth and debt
repayment.  The Company used approximately $250 million of recent
IPO proceeds to repay a portion of its mezzanine debt, and as part
of the proposed refinancing, will use approximately $222 million
of cash on hand to fully extinguish this issue.  Additionally, the
Company generates meaningful discretionary cash flow, which,
if applied to debt reduction, could result in further credit
improvement.


CALPINE CORP: To Sell $1.2BB Bonds to Repay Bankruptcy Exit Loans
-----------------------------------------------------------------
Bloomberg News' Sapna Maheshwari in New York reports that Calpine
Corp. plans to sell $1.2 billion of debt to help repay term loan
borrowings obtained to support its 2008 exit from bankruptcy.
Calpine said it will issue senior secured notes due 2023 and use
cash on hand to pay back the bank debt and terminate a related
credit facility.

Bloomberg relates that according to a person familiar with the
offering, who declined to be identified because terms aren't set,
said the debt may yield about 7.75%.

Bloomberg relates that Standard & Poor's analysts led by Swami
Venkataraman wrote in a note, "With this bond offering, Calpine
completes its refinancing of its bankruptcy exit facilities and
transitions to a new set of covenants, which are less onerous."
S&P rated the debt B+.

Calpine sold $3.5 billion of bonds last year.  It has raised funds
to "establish a longer-dated, staggered and more balanced maturity
profile," Chief Financial Officer Zamir Rauf said in an October 29
earnings call, according to Bloomberg.

Bloomberg notes in the past two years, Calpine "virtually
eliminated" debt maturing in 2014 and has refinanced securities
due in 2011, Mr. Rauf said on the earnings call.

Bloomberg also says Moody's Investors Service assigned the notes a
B1 rating, equivalent to the S&P grade.

                           About Calpine

Headquartered in Houston, Texas, Calpine Corp. is a major U.S.
independent power company that owns 93 operating power plants with
an aggregate generation capacity of nearly 29,000.  For the 12
months ending June 30, 2010, Calpine had operating revenues of
$6.4 billion.

The Company and its affiliates filed for Chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP, represented
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represented the
Official Committee of Unsecured Creditors.  As of Aug. 31, 2007,
the Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On February 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On September 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On August 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on September 19, 2007 and on September 24, 2007,
filed a Third Amended Plan.  On September 25, 2007, the Court
approved the adequacy of the Debtors' Disclosure Statement and
entered a written order on September 26.  On December 19, 2007,
the Court confirmed the Debtors' Plan.  The Amended Plan was
deemed effective as of January 31, 2008.


CALPINE CORP: Moody's Places 'B1' Rating on Senior Secured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's planned issuance of senior secured notes due 2023.
Calpine's rating outlook is stable.

The B1 rating reflects continued improvement in the company's
overall financial performance and an expectation for strengthened
cash flow and earnings following the July 2010 purchase of
Conectiv Energy's generation assets.  The rating also considers
actions taken by the company to produce more predictable cash flow
and earnings over the intermediate term through new contracted
projects being developed and bilateral arrangements in place
between the company and various end-users.  The rating considers
the company's hedging program, a favorable environmental profile,
and the sustained operating performance of the generation fleet.
At 12 months ending September 30, 2010, Moody's calculates the
ratio of Calpine's cash flow (CFO-pre W/C) to debt at 8.2%, its
cash flow coverage of interest at 1.9x and its free cash flow to
debt at 7.0%.  In light of the incremental cash flow and earnings
expected from the Conectiv assets, Moody's believes that future
financial performance will position the company Corporate Family
Rating reasonably well as a strong "B" rated unregulated wholesale
power company.

The proceeds from this offering, together with cash on hand,
will be used to repay the remaining $1.2 billion of term loan
borrowings outstanding under the senior secured credit facility
and pay fees and expenses in connection with the offering.  Prior
to this offering, Calpine had refinanced $4.7 billion of the
original secured term loan through a $1.2 billion 7.25% senior
secured offering in October 2009, a $400 million 8.0% senior
secured offering in May 2010, a $1.1 billion 7.875% senior secured
offering in July 2010 and a $2.0 billion 7.50% senior secured
offering in October 2010.  Upon completion of the financing and
repayment of the $1.2 billion in term loan borrowings, Calpine
will terminate the existing senior secured credit facility and
Moody's will withdraw the B1 rating on such senior secured credit
facility.

The B1 rating assigned to the senior secured notes reflects the
pari-passu first lien collateral position of noteholders relative
to the company's existing $1 billion secured revolver due December
2015.  Moody's observes that while the first lien secured note
holders will share in the collateral on a pari-passu basis, note
holders will have limits placed on its voting rights in certain
circumstances until such time as the RC has been reduced to less
than $500 million.  While these limitations serve to weaken
noteholders' position relative to the RC lenders, it is not
considered material enough to warrant a different rating on the
notes.

Assignments:

Issuer: Calpine Corporation

* Senior Secured Regular Bond/Debenture, Assigned 50 - LGD4 to B1

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully implemented hedging strategy which
is expected to result in free cash flow generation helping to
facilitate consolidated debt reduction.  In light of the May 2010
rating upgrade, limited prospects exist for the CFR to be upgraded
in the near-term. Calpine's CFR could be upgraded if the company's
ratio of free cash flow to debt reaches the high single digits,
its cash flow to debt exceeds 12%, and cash coverage of interest
expense is above 2.3x on a sustainable basis.  The rating could be
downgraded if the company is unable to execute on its current plan
through strong plant performance and a carefully implemented
hedging strategy that results in free cash flow generation and
consolidated debt reduction.  Specifically, Calpine's CFR could be
downgraded if the company's cash flow to debt drops below 7%, and
its cash coverage of interest expense falls below 1.8x.

The principal methodologies used in this rating were Global
Unregulated Utilities and Power Companies published in August
2009, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that owns 91 operating power plants with
an aggregate generation capacity of approximately 27,500 megawatts
(MW).  For the 12 months ending September 30, 2010, Calpine had
operating revenues of $6.6 billion.


CAMPANA FAMILY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Campana Family, LLC
        10801 E. Happy Valley Road, #85
        Scottsdale, AZ 85255

Bankruptcy Case No.: 11-00530

Chapter 11 Petition Date: January 8, 2011

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Brian W. Hendrickson, Esq.
                  THE HENDRICKSON LAW FIRM PLLC
                  2133 E. Warner Road, #106
                  Tempe, AZ 85284
                  Tel: (480) 345-7500
                  Fax: (480) 345-6406
                  E-mail: bwh@hendricksonlaw.net

Scheduled Assets: $11,077,036

Scheduled Debts: $3,241,510

The petition was signed by Richard V. Campana, manager.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mr. and Mrs. Randy Kahl            Contractual Claim        $1,450
2215 Mesa Drive
Kingman, AZ 86401

American Express                   Credit Card Purchases    $1,373
P.O. Box 0001
Los Angeles, CA 90096-8000

Shop USA Newspaper                 Open Account               $400
301 N. Stockton Hill Road, Suite 7
Kingman, AZ 86401

City of Kingman                    Utilities                  $226


CANAL CORP: Files Chapter 11 Plan of Liquidation
------------------------------------------------
NetDockets reports that Canal Corporation, formerly known as
Chesapeake Corporation, filed a proposed plan of liquidation and
accompanying disclosure statement with the U.S. Bankruptcy Court
for the District of Delaware on January 7.

The report relates that the proposed plan covers all but one of
the Canal/Chesapeake companies that are included in the jointly-
administered bankruptcy cases.  According to the report, the one
exclusion is WTM I Company.

The Plan Debtors received a stalking horse bid for substantially
all of their assets from entities controlled by Irving Place
Capital Management, L.P. and Oaktree Capital Management, L.P. and,
following a competitive bidding process which produced no
competing bids, the bankruptcy court approved the sale of the
companies' assets to the stalking horse bidders on March 23, 2009.
That sale closed on May 1, 2009, netDockets says.

The plan of liquidation proposes that the Plan Debtors retain
their remaining assets and then complete the liquidation of their
assets in order to make distributions under the plan to creditors,
the report notes.

According to the disclosure statement filed with the Plan, the
Plan Debtors have no secured or non-tax priority claims
outstanding, but do have $200 million in outstanding general
unsecured claims, $50 million in outstanding revenue bond claims,
and $250 million in outstanding subordinated note claims.

Canal projects that holders of revenue bond claims would receive
payments equal to approximately 2.28% of their claims under the
plan; holders of general unsecured claims would receive payments
of only 0.38% of their claims; and holders of subordinated note
claims would likely receive nothing, the report adds.

                          About Canal Corp.

Headquartered in Richmond, Virginia, Canal Corp., formerly
Chesapeake Corporation, supplies specialty paperboard packaging
products in Europe and an international supplier of plastic
packaging products to niche end-use markets.  The Company has 44
locations in Europe, North America, Africa and Asia.

Chesapeake and 18 affiliates filed Chapter 11 petitions (Bankr.
E.D. Va. Lead Case No. 08-336642) on Dec. 29, 2008.  Lawyers at
Hunton & Williams LLP represent the Debtors.  Chesapeake tapped
Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as
financial advisors.  Tavenner & Beran PLC serves as conflicts
counsel and Hammonds LLP as special counsel.  Kurtzman Carson
Consultants LLC serves as claims agent.  The United States Trustee
for Region 4 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors for the Debtors' Chapter 11
cases.  Lawyers at Greenberg Traurig LLP represent the Committee.

In its petition, Chesapeake disclosed $936,600,000 in total assets
and $937,100,000 in total debts as of September 28, 2008.


CAPITOL BANCORP: Calvin Meeusen Elected to Board of Directors
-------------------------------------------------------------
Effective January 10, 2011, Calvin D. Meeusen was elected to the
board of directors of Capitol Bancorp Ltd. and will serve on the
audit committee.  Mr. Meeusen is a certified public accountant and
has served on the board of directors of certain banking
subsidiaries since 1995.  He currently serves as a member of the
board of directors of Capitol's largest banking subsidiary,
Michigan Commerce Bank.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $4.2 billion national
community banking company, with a network of bank operations in 14
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Mich., and Phoenix, Ariz.

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

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

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

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


CAPITOL BANCORP: Plans to Offer Rights for $100-Mil. in Shares
--------------------------------------------------------------
In a Form S-1 filing with the Securities and Exchange Commission
on January 10, 2011, Capitol Bancorp Ltd. said that it plans to
distribute rights to purchase shares of its common stock at a
proposed maximum aggregate offering price of $100,000,000.  A
full-text copy of the preliminary prospectus is available for free
at http://ResearchArchives.com/t/s?7200

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $4.2 billion national
community banking company, with a network of bank operations in 14
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Mich., and Phoenix, Ariz.

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

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

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

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


CAPMARK FINANCIAL: Plan Filing Exclusivity Extended Until March 31
------------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Capmark Financial Group's motion seeking to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including March 31, 2011
and May 31, 2011, respectively.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that by late April, Capmark will have been in Chapter 11 for 18
months and won't be eligible for further exclusivity.

According to Mr. Rochelle, the Company said in the Motion to
Extend that it hoped to file a reorganization plan this month
given the bankruptcy court's approval of a settlement with the
secured lenders in November.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash.  Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CATHOLIC CHURCH: Milwaukee Proposes Buelow as Special Counsel
-------------------------------------------------------------
The Archdiocese of Milwaukee seeks permission from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Buelow Vetter Buikema Olson & Vliet, LLC, as its special
counsel.

John J. Marek, treasurer and chief financial officer of the
Archdiocese, says that the Archdiocese wants to employ Buelow as
special counsel under a general retainer in connection with
certain labor and employment matters, including the Labor
Agreement between the Archdiocese of Milwaukee Catholic
Cemeteries and the Cemetery Employees, Local 113, By the Laborers
International Union of America, AFL-CIO, which Buelow historically
handles for the Archdiocese.


Mr. Marek asserts that to the extent any matter will necessarily
involve both Buelow and proposed lead counsel, Whyte Hirschboeck
Dudek S.C., the services that Buelow will provide will be
complementary to, rather than duplicative of, the services to be
performed by Whyte Hirschboeck.

The Archdiocese will (i) pay Buelow based on the firm's customary
hourly rates, and (ii) reimburse Buelow for its necessary
expenses.  The primary Buelow professionals, who will be handling
the case and their hourly rates, are:

     Professional            Rate
     ------------            ----
     Robert H. Buikema       $350
     Matthew J. Flanary      $310
     Brian J. Waterman       $220
     Jeanne K. LaCourt       $170
     Shareholders            $350
     Associates              $220
     Paralegals              $170

Buelow estimates that its fee for the services to be provided to
the Archdiocese will be $50,000, barring currently unforeseen
circumstances.

Robert H. Buikema, Esq., a shareholder at Buelow assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

               About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milwaukee Proposes L&M as Special Counsel
----------------------------------------------------------
The Archdiocese of Milwaukee anticipates that there will be times
during the pendency of its bankruptcy case when it will be
appropriate to refer certain matters to a special counsel.

For this reason, the Archdiocese seeks permission from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Leverson & Metz S.C. as its special counsel.

John J. Marek, treasurer and chief financial officer of the
Archdiocese, asserts that the Archdiocese proposes to employ L&M
to handle matters that the Archdiocese may encounter that are not
appropriately handled by its proposed lead counsel, Whyte
Hirschboeck Dudek S.C., or other professionals because of
potential conflicts of interest.  He points out that this will
avoid unnecessary litigation and reduce the overall expense of
administering the bankruptcy case.

Whyte Hirschboeck will determine when and under what circumstances
efficiency and expediency of case administration will be served by
referring discrete matters to special counsel, and pursuant to
that determination, Whyte Hirschboeck will assign matters to
special counsel in a manner that will avoid duplication of legal
services, Mr. Marek contends.  He adds that to the extent any
matter will necessarily involve both L&M and Whyte Hirschboeck,
the services that L&M will provide will be complementary to rather
than duplicative of the services to be performed by Whyte
Hirschboeck.

The primary members of L&M, who will be handling the case and
their current standard hourly rates, are:

                                Billing      Hourly
  Name                         Category       Rate
  ----                         --------       ----
  Mark L. Metz              Shareholder       $360
  Leonard G. Leverson       Shareholder       $360
  Olivier H. Reiher           Associate       $220
  Donna B. Krueger            Paralegal       $100

The Archdiocese will also reimburse L&M for its expenses incurred
in connection with its employment.  The Archdiocese also seeks the
Court's permission to fund a $25,000 advance on legal fees to be
held in trust pending authorization by the Court to apply the
funds to any outstanding fees and costs.  Any unused portion of
the advance will be refunded to the Archdiocese, Mr. Marek
explains.

Mark L. Metz, Esq., a shareholder at L&M, assures the Court that
his firm and its employees qualify as "disinterested persons," as
that term is defined in Section 101(14) of the Bankruptcy Code.

               About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: St. Dennis Files Docs. to Back Lift Stay Plea
--------------------------------------------------------------
William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Delaware, filed with the U.S. Bankruptcy Court for the
District of Delaware a declaration in support of the request for
relief from the automatic stay filed by St. Dennis' Roman Catholic
Church.

St. Dennis sought relief from the automatic stay to allow the use
of proceeds from insurance policies, under which the Catholic
Diocese of Wilmington, Inc., is named as a co-insured, to fund any
settlement reached between St. Dennis and Joseph Curry.

Attached to the Sullivan Declaration are (i) the settlement term
sheet providing for the payment of $1,700,000 to Mr. Curry and
resolving all of his claims against St. Dennis in Civil Action No.
08C-08-043, now pending in the Superior Court for the State of
Delaware, (ii) the coverage agreement executed by St. Dennis and
its insurers regarding the payments to be made pursuant to the
Settlement Term Sheet, and (iii) a chart identifying the insurance
policies that St. Dennis believes are potentially applicable to
the State Action.

A copy of the Sullivan Declaration is available for free at:

  http://bankrupt.com/misc/Church_W_SullivanDec_01032011.pdf

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Wilm. Wants Stay to Parishes Extended
------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to issue an order renewing the
existing extension of the automatic stay to certain parishes to
prevent the continued prosecution of certain pending actions
arising under the Delaware Child Victim's Act of 2007, in which
the Diocese and a Parish are co-defendants, until the earlier of
the conclusion of the plan confirmation hearing or six months from
December 30, 2010, without prejudice to the Diocese's right to
seek a further extension of the stay.

The Diocese's Existing Stay Period expired on December 31, 2010,
as set forth in the Court's September 24, 2010 order.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends that the extension of the
stay will provide the Diocese with a meaningful opportunity to
seek confirmation of its Plan or Reorganization, which provides
for, among other things, the establishment of a trust that will
assume all liabilities of the Diocese and the Non-Debtor Catholic
Entities with respect to Personal Injury Tort Claims.

Absent a renewal of the existing extension of the stay, the
Parishes and the Diocese will find themselves embroiled once again
in the more than 70 pending Parish Co-Defendant Cases, Mr. Patton
asserts.  In addition to participating in those cases, the Diocese
will simultaneously be involved in extensive discovery in
connection with Plan confirmation, further negotiations with the
Official Committee of Unsecured Creditors and other
constituencies, and preparations for the confirmation hearing, he
continues.

Allowing the Parish Co-Defendant Cases to move forward at this
time, in different courts and in a piecemeal manner will severely
hinder the Diocese's ability to focus on Plan confirmation and,
moreover, may result in inconsistent rulings, disparate recoveries
among abuse survivors, and unfair prejudice to other creditors --
all of which can be avoided if the Diocese is permitted an
opportunity to confirm the Plan and consummate a successful
reorganization for the benefit of all creditors, Mr. Patton points
out.

Thus, the Diocese believes that absent the renewed extension of
the stay to the Parishes for the duration of the New Stay Period,
the Diocese, its bankruptcy estate and creditors will suffer real
and substantial harm.

The Court will convene a hearing on February 16, 2011, to consider
the Diocese's renewed request.  Objections are due on January 14.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CB HOLDING: Committee Taps Pachulski Stang as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors of CB Holding Corp.
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Pachulski Stang
Ziehl & Jones LLP as counsel.

A hearing is set for Feb. 10, 2011, at 11:30 p.m., to consider the
Committee's request.  Objections, if any, are due Feb. 3, 2011.

Among other things, the firm is expected to:

   a) assist, advise and represent the Committee in its
      consultations with the Debtors regarding the administration
      of the Chapter 11 cases;

   b) assist, advise and represent the Committee with respect to
      the Debtors' retention of professionals and advisors with
      respect to the Debtors' businesses and the cases;

   c) assist, advise and represent the Committee in analyzing
      the Debtors' assets and liabilities, investigating the
      extent and validity of liens and participating in and
      reviewing any proposed asset sales, any asset dispositions,
      financing arrangements and cash collateral stipulations or
      proceedings;

   d) assisting, advise and represent the Committee in any manner
      relevant to reviewing and determining the Debtors' rights
      and obligations under leases and other executory contracts;
      and

   e) assist, advise and represent the Committee in investigating
      the acts, conduct, assets, liabilities and financial
      condition of the Debtors, the Debtors' operations and the
      desirability of the continuance of any portion of those
      operations, and any other matters relevant to this case or
      to the formulation of a plan;

The firm's professionals and their hourly rates are:

      Professionals                     Hourly Rates
      -------------                     ------------
      Jeffrey N. Pomerantz, Esq.        $795
      Bradford 1. Sandler, Esq.         $675
      Jason S. Pomerantz, Esq.          $595
      M. Lynzy Oberholzer, Esq.         $245

      Designation                       Hourly Rates
      -----------                       ------------
      Partners                          $495-$925
      Of Counsel                        $450-$625
      Associates                        $325-$450
      Paralegals                        $160-$245

The Committee assures the Court that the firm does not hold any
interest adverse to the Debtors and is a "disinterest person" as
defined in Section 101(14) of the Bankruptcy Code.

                         About CB Holding

New York-based CB Holding Corp. owns and operates the Charlie
Brown's Steakhouse, Bugaboo Steak House, and The Office Beer Bar &
Grill.  The Company currently operates 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House and seven The Office
outlets.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on November 17, 2010 (Bankr. D. Del. Case No.
10-13683).  Christopher M. Samis, Esq., and Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  CB Holding
estimated its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTRAL ILLINOIS ENERGY: No Immediate Ruling on Green Lion's Claim
------------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Perkins denied the motion for
partial summary judgment filed by New CIE Energy Opco, LLC,
challenging the application for payment of administrative expenses
filed by Green Lion Bio-Fuels, LLC.

Central Illinois Energy, LLC, owned real estate near Canton,
Illinois, upon which an ethanol plant was to be built.  Adjacent
to the Debtor's property is real estate owned by Green Lion upon
which a related grain handling facility was also to be built.  The
Debtor filed for bankruptcy before construction of either facility
was completed.  Before construction began, the real estate owned
by Green Lion was leased to the Debtor pursuant to a Grain
Handling Facility Lease dated March 31, 2006, that identifies the
lessor as Central Illinois Energy Cooperative.  The parties agree,
however, that Green Lion should be treated as the lessor for
purposes of the litigation.  Pursuant to a stipulated order, the
Lease was deemed rejected as of April 24, 2008.

Green Lion alleges that the Debtor breached its duty set forth in
the Lease to maintain and repair the leased premises, resulting in
repair expenses incurred by Green Lion for $102,882.38 for damage
to the grain pile improvements and $58,781.33 for other damages.
New CIE contends that the damages caused by the Illinois
Department of Agriculture to the land and improvements, when it
seized and removed the grain stored on the site, are consequential
damages excluded from recovery by the Lease.

According to Judge Perkins, whether Green Lion is entitled to an
administrative priority claim under 11 U.S.C. Section 365(d)(3)
involves a number of other issues neither raised nor addressed by
the parties or the Court.  The parties will be given 28 days to
file separate pretrial statements that outline their position as
to the elements of proof that make up Green Lion's case-in-chief,
that make up any affirmative defense raised by New CIE, as well as
a statement of issues including whether each issue is a question
of fact or of law.

A copy of the Court's January 7, 2011 Opinion is available at
http://is.gd/kyavvfrom Leagle.com.

                   About Central Illinois Energy

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operated a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817),
and Barry M. Barash, Esq., at Barash & Everett, LLC, represent
the Debtor.  The U.S. Trustee for Region 10 was unable to
appoint an Official Committee of Unsecured Creditors in the
case.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million to $100 million, and more
than $100 million in liabilities.  Following a sale of
substantially all of the Debtor's assets for $80 million, the
U.S. Trustee moved to convert the case.  The Bankruptcy
Court ordered the conversion of the Chapter 11 case to a
Chapter 7 liquidation proceeding in August 2008.


CHEMUNG HILLS: Oceola Township Purchases Gulf Course
----------------------------------------------------
WHMI 95.5 FM reports that the Oceola Township Board approved the
signing of closing documents for the purchase of the Chemung Hills
Golf Course at a special meeting.

According to the report, the 149-acre property was the source of
much contention in 2008 when it was owned by developers who were
looking to make major changes to the site.  The report relates
that after the bank foreclosed on the property and it went into
receivership, the Livingston County Circuit Court decreed that it
would be sold to the township.  The purchase price of the facility
is $650,000, which the township obtained earlier from the sale of
a piece of recreational property.

WHMI 95.5 FM says that the deal with the management team is still
in the works, but it is clear at this point that the township will
receive a percentage of the facility's gross profits in exchange
for the use of the facility.  This percentage will be about 3% for
the first $800,000 of revenue, then quickly increase to about 12%,
the report adds.


CITYCENTER HOLDINGS: Moody's Junks Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a Caa2 Corporate Family Rating
and Probability of Default Rating to CityCenter Holdings, LLC.
Moody's also assigned a B2 rating to CityCenter's $500 million
guaranteed first lien notes due 2016 and a Caa2 rating to its
$600 million guaranteed second lien PIK toggle notes due 2017.

CityCenter Finance Corp. is co-issuer of the notes. Proceeds from
the first and second lien notes, additional sponsor equity, and a
new $900 million guaranteed first lien bank term loan will be used
to refinance the company's existing bank credit facility and
establish an interest reserve account.  The interest reserve will
be used to pay interest on the bank term loan and the first lien
notes for approximately 18 months.  Interest on the second lien
notes will accrete and be paid with additional notes for the first
three interest payments after issuance.  Thereafter, at the
company's option, interest on the second lien notes can continue
to PIK, can be paid in cash, or be paid 50% in cash and 50% PIK.
The first lien notes will be secured by a first lien on all of the
company's assets on a pari-passu basis with the first lien bank
term loan, and will be guaranteed by all subsidiaries.  The second
lien notes will be secured by a second lien on all of the
company's assets and guaranteed by all subsidiaries.

Ratings assigned:

* Corporate Family Rating at Caa2
* Probability of Default Rating at Caa2
* $500 million senior secured first lien notes at B2 (LGD 2, 20%)
* $600 million senior secured second lien notes at Caa2 (LGD 4,
   58%)

The Caa2 CFR and PDR ratings reflect the significant challenges
faced by the company to increase revenues and EBITDA sufficiently
within the next 18 months to support interest expense and reduce
leverage to a manageable level.  These challenges include weak
demand for gaming, excess room supply on the Las Vegas Strip, and
the need to build customer loyalty for CityCenter as a destination
for luxury and high-end gaming customers, and large groups.  In
this environment, CityCenter will need to take market share from
other well-established properties that have greater financial
flexibility with which to compete.  The ratings also reflect weak
liquidity given the absence of a committed revolving credit
facility, the risk that further disputes could arise between the
project sponsors -- as occurred in early 2009 -- and CityCenter's
reliance upon its sponsors for financial support should operations
fail to ramp up as anticipated.  The ability of the partners to
provide such support is not certain given their own financial
difficulties.  MGM Resorts is highly leveraged and faces
continuing refinancing risk, and unrated Infinity World, is
reportedly restructuring its existing debt.  Positive rating
considerations include Moody's opinion that Las Vegas operating
trends have reached a bottom and will begin to improve slowly over
the next 12-24 months, the operational expertise of MGM Resorts,
and significant equity investment by the sponsors.

For the next 18 months CityCenter will be reliant upon the
interest reserve to service its first lien debt and its second
lien debt will PIK. CityCenter's ability to service its debt
beginning in mid-2012 is dependent upon a material increase in
occupancy, improvement in room rate and gaming revenues, and
obtaining operating efficiencies as the property ramps up in
order to grow EBITDA to a level to support its annual interest
expense requirement.  By 2012, assuming a slow but steady
improvement in operating conditions and ramp-up of company
operations, Moody's estimates CityCenter's debt/EBITDA and
EBITDA/interest will approach 8.5 times and 1.2 times,
respectively.  These calculations exclude about $1.0 billion
of unsecured sponsor debt that matures in 2018.  Debt/EBITDA and
EBITDA/interest would be greater than 13 times and approximately
1.0 time, respectively,
if sponsor debt is included.

Pursuant to Moody's Loss Given Default methodology using the
standard 50% mean family-level loss given default estimate, the
rating of the first lien notes is three notches above the CFR
reflecting the adequate asset coverage and $1.6 billion of
effectively junior debt in CityCenter's capital structure.  This
junior debt is comprised of the $600 million second lien notes and
approximately $1.0 billion unsecured sponsor subordinated debt.

The rating outlook is stable reflecting Moody's view that
operating conditions in Las Vegas will slowly begin to improve,
enabling CityCenter to increase EBITDA to a level sufficient to
support interest expense by the end of 2012.  Given the
challenging operating environment, we do not anticipate upward
rating momentum in the near term.  However, ratings could be
considered for an upgrade if CityCenter's recurring EBITDA minus
capital expenditures to total interest expense approaches 1.25
times, and if the operating environment in Las Vegas continues to
strengthen.  The ratings could be downgraded if Moody's comes to
believe that CityCenter's recurring EBITDA less capital
expenditures to total interest expense will not approach 1.0 time
by the first quarter of 2012, or if the Las Vegas operating
environment shows signs of further deterioration, or if the
probability of default increases for any reason.

The principal methodologies used in this rating were Global
Gaming published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

CityCenter Holdings, LLC, is the owner and operator of CityCenter,
a mixed-use development located on the Las Vegas Strip that opened
in December 2009.  CityCenter includes ARIA Resort & Casino, a
4004-room casino resort; Mandarin Oriental Las Vegas, a 392-room
non-gaming hotel with 225 luxury condominium residences; Crystals,
a retail mall; Vdara Hotel and Spa, a 1,495-room luxury
condominium-hotel; and the Veer Towers which contain 669 luxury
condominium residences.  CityCenter is a 50/50 joint venture
between MGM Resorts International and Dubai World.


CITYCENTER HOLDINGS: S&P Junks Proposed $600MM Sr. Sec. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Las Vegas-based CityCenter Holdings
LLC.  The rating outlook is negative.

At the same time, S&P assigned the Company's proposed
$500 million senior secured first-lien notes due 2016 S&P's
preliminary 'B' issue-level rating (one notch higher than the
preliminary 'B-' corporate credit rating).  S&P also assigned this
debt S&P's preliminary recovery rating of '2', indicating S&P's
expectation for substantial (70%-90%) recovery for noteholders in
the event of a payment default.

In addition, S&P assigned CityCenter's proposed $600 million
senior secured second-lien pay-in-kind (PIK) toggle notes due 2017
S&P's preliminary 'CCC' issue-level rating (two notches lower than
the 'B-' preliminary corporate credit rating) with a recovery
rating of '6', indicating S&P's expectation of negligible (0%-10%)
recovery for noteholders.  Both the first and second lien notes
will be co-issued by wholly owned subsidiary CityCenter Finance
Corp.

Final ratings will follow S&P's review of executed documentation.

Proceeds from the notes offerings will be used to repay a portion
of the existing $1.85 billion senior secured credit facility and
to prefund interest expense obligations on both first-lien debt
instruments for approximately 18 months.  Concurrent with the
close of the proposed notes offering, the existing credit
agreement will be amended and restated, resulting in $900 million
of first-lien term loans that will mature in 2015.  Additionally,
under the terms of the proposed senior secured second-lien PIK
toggle notes, the first three interest payments on those notes
will be paid in kind. Thereafter, the Company may elect to pay
interest on the second-lien notes entirely in cash, entirely via
PIK interest accrual, or 50% cash and 50% PIK.

"The preliminary 'B-' corporate credit rating reflects
CityCenter's weak credit measures, the very slow ramp up
experienced at the property since its opening in December 2009,
and S&P's belief that the Company will be challenged to ramp up
cash flow generation to a level sufficient to service the proposed
capital structure," said Standard & Poor's credit analyst Ben
Bubeck.  "These risks are only modestly offset by liquidity
enhancements to facilitate a prolonged ramp-up period, including
the prefunded interest reserve on the first-lien debt, and S&P's
view that the Las Vegas Strip should realize at least modest
growth in gaming revenues over the next few years, as well as
continued moderate growth in convention business."

Since its opening in December 2009, CityCenter has experienced a
very slow operational ramp up, largely due to weak economic
conditions which severely affected revenues for all casinos
located on the Las Vegas Strip.  Additionally, challenges
associated with operating a new property, including heightened
operating costs, access issues, and lower marketing spend than
typically associated with the opening of a property of
CityCenter's scale, also contributed to depressed operating
performance.  In the nine months ended Sept. 30, 2010, EBITDA was
just $52.4 million (including $108 million in forfeited
residential deposits), which translated into an EBITDA margin in
the low-single-digit percentage area.

S&P's rating incorporates the expectation that CityCenter will
achieve substantially improved operating performance in 2011
and 2012, which S&P believes will largely result from cost-
containment initiatives, better customer awareness due to an
improved marketing strategy, and improved access following the
recent opening of the Cosmopolitan Las Vegas.  In addition, S&P
believes that the Las Vegas Strip should realize at least modest
growth in gaming revenues over the next few years, as well as
continued moderate growth in convention business, which would
benefit top-line performance.  Still, under S&P's intermediate-
term performance expectations and pro forma for the proposed
transaction, S&P expects total debt (including sponsor
indebtedness in excess of $1 billion) to EBITDA to remain well
above 10x and EBITDA coverage of total interest to approximate
just 1x at the end of 2012.


CLOVERLEAF ENTERPRISES: P. Angelos Wins Bidding for Raceway
-----------------------------------------------------------
Lindsey Robbins, staff writer at Gazette.Net, reports that a
Chapter 11 trustee named Baltimore Orioles owner Peter G. Angelos
the high bidder for Rosecroft Raceway's assets.  According to the
report, Mr. Angelos is paying $9 million in cash for the assets
for the Fort Washington track and wants to add slot machines.  Mr.
Angelos said he would pay an additional $5 million if slots are
authorized at Rosecroft and are operating by Dec. 1, 2012.
Mr. Angelos has outbid Mark Vogel, the original bidder for
Rosecroft Raceways.

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.  In
April, Judge Paul Mannes denied a motion to sell the assets,
saying the sale "primarily benefits" the track's sole shareholder.
The Company's operations were halted in June 2010.


CNL HOTELS: Lender Group Acquires Control of 8 Resorts
------------------------------------------------------
Bloomberg News' Hui-yong Yu in Seattle and David M. Levitt in New
York report that a lender group seized control of former CNL
Hotels & Resorts Inc. properties from Morgan Stanley's real estate
funds through a $600 million debt restructuring, according to two
people with knowledge of the deal.  The lender group took control
of eight luxury resorts.

Bloomberg News relates the transaction involves the corporate debt
used to finance Morgan Stanley's 2007 acquisition of CNL.  Sources
told Bloomberg that under the terms of the restructuring,
$200 million of corporate debt was extinguished and $400 million
was converted into equity.  The sources asked not to be identified
because the information is private.

According to Bloomberg, the lender group includes Paulson & Co.,
the New York-based hedge fund run by John Paulson, Winthrop Realty
Trust, Capital Trust Inc. and Morgan Stanley's special property
group.  The restructuring was completed January 6.

The sources told Bloomberg Morgan Stanley's real estate funds have
the right to participate in future capital raising.

Morgan Stanley bought CNL Hotels in 2007 for about $6.7 billion.
Bloomberg relates the financing for the acquisition included
$1.5 billion of senior debt, $1 billion of mezzanine debt and
$800 million of corporate debt, of which $200 million was
previously converted to equity.


COGENT COMMUNICATIONS: Moody's Assigns 'Caa1' Corporate Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 corporate family
rating and a Caa1 probability of default rating to Cogent
Communications, LLC.  Additionally, Moody's has assigned a B2
rating to Cogent's proposed $150 million Senior Secured Notes due
2018.  Cogent intends to use the proceeds of the new debt issuance
for general corporate uses which may include, among other things,
network expansion or returning capital to equity holders via share
repurchase or dividends.  The B2 rating reflects the senior
secured status of the notes and subsidiary guarantees.  The 2018
notes are rated two notches higher than the company's CFR due to
the loss protection afforded by the company's existing unsecured
convertible notes and considerable operating and capital leases
which Moody's considers unsecured debt.  Of particular note,
however, the loss protection offered by the convertible notes is
likely to disappear in 2014, when holders are able to put the debt
back to the company, at which time the rating on the 2018 notes
would converge towards the company's CFR.  The outlook is stable.

Moody's has taken the following rating actions:

Assignments:

Issuer: Cogent Communications, LLC

* Corporate Family Rating, Caa1
* Probability of Default Rating, Caa1
* $150 Million Senior Secured Notes due 2018, Assigned B2 (LGD2-
   24%)
* Speculative Grade Liquidity -- SGL 2
* Outlook: Stable

Cogent's Caa1 corporate family rating reflects its high leverage,
small scale and the highly competitive environment in which it
operates, as well as the capital intensity of the industry.
Moody's projects year-end 2010 leverage to be 4.8x and free cash
flow to be approximately 3% of total debt.  The rating is
supported, however, by Cogent's broad base of recurring revenues
which have grown steadily, even through a difficult economic
backdrop and the downward trend of service pricing.  Additionally,
the company's low cost structure and targeted niche sales
approach, although possibly limiting Cogent's addressable market,
enable it to compete with companies which have higher legacy cost
structures.

The company has strong margins, but requires significant capex to
keep growing.  Cogent has two main business segments, bulk-
internet traffic transport and dedicated Ethernet internet access
services.  Within the internet transport segment, Cogent claims to
carry over 15% of global internet traffic through its U.S. and
European networks.  Cogent competes primarily on price in this
segment, a strategy enabled by its low cost infrastructure which
was assembled through timely acquisitions of distressed assets
during the post-apocalypse of the 2002-2004 internet bust.  The
internet data transport business has a commodity-type structure,
with fierce price competition and significant excess industry
capacity.  Although utilization remains low on this network, it is
unlikely that Cogent will be able to maintain its scrapyard cost
structure when compelled to add capacity to the network.

Cogent sells internet access via Ethernet-over-fiber to
enterprise customers and telecom and data service providers.  To
differentiate, Cogent targets a specific cross section of the
industry, which could limit growth opportunities as profitable
sales targets potentially get harder to identify.  Cogent's fiber
network is primarily comprised of IRU's, which enable the company
to economically reach customers.  But, unlike a traditional
carrier or CLEC which often own fiber cables with significant
spare un-lit capacity, Cogent's IRU-based fiber plant offers
minimal spare capacity for future requirements.  Further, we feel
that the IRU-based plant has minimal market value should Cogent
need to raise funds to bolster liquidity.

Cogent's new $150 million 2018 notes are rated B2, LGD 2-24% by
Moody's, two notches higher than the company's Caa1 CFR.  The two-
notch lift is due to the loss protection provided by the company's
$90 million in convertible notes and approximately $110 million in
capital leases and $230 million in operating leases.  The 1.0%
coupon convertible notes mature in 2027, but are putable at par in
2014.  The notes currently trade at an approximate 20% discount to
par.  Moody's anticipates that the company will be required to
redeem these convertible notes at the first put date, and hence
downward rating pressure on the currently B2-rated senior secured
notes is likely to ensue.

Moody's views Cogent's liquidity as adequate, and projects the
company will exit 2010 with over $50 million in cash, excluding
the proceeds from the $150 million 2018 notes. Cogent does not
maintain a revolving credit facility.

Cogent's ratings could face downward pressure if leverage were to
trend higher than 5x or if free cash flow materially declines.
Any deterioration of Cogent's operating or financial metrics or
liquidity could lead to negative rating action.  Future changes in
capital mix, with particular reference to the likely elimination
of junior-ranking debt when the convertible notes become putable
in 2014, as previously referenced, would also likely trigger
negative rating action(s) for the senior secured debt.

Moody's could upgrade Cogent's ratings if the company were to grow
revenues or reduce debt such that leverage is likely to be
sustained below 4x.

The principal methodologies for ratings were Global
Telecommunications Industry published in December 2010, Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009, and Speculative Grade
Liquidity Ratings published in September 2002

This rating action is the first assignment Moody's has made to
Cogent Communications, LLC.

Cogent Communications, with headquarters in Washington, DC is a
multinational Tier 1 Internet service provider.  The company
offers Internet access and data transport over its fiber optic, IP
data network.  Cogent offers colocation via 41 Internet Data
Centers and serves business and service provider companies with
Ethernet-over-fiber services for Internet access.  The Company
generated $257 million in revenues for the last four quarters
ending September 30, 2010.


COGENT COMMUNICATIONS: S&P Assigns Prelim B- Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Washington, D.C.-based Cogent
Communications Group Inc.  The outlook is stable.

Additionally, S&P assigned a preliminary 'B-' issue-level rating
and a preliminary '4' recovery rating to the Company's proposed
$150 million senior secured notes due 2018.  The '4' recovery
rating indicates S&P's expectation for average (30%-50%) recovery
in the event of payment default.

The Company intends to use the proceeds from the proposed notes
to pay a special shareholder dividend and for other corporate
purposes.  S&P expects total funded debt outstanding to be
$353 million following the transaction.

"The preliminary ratings on Cogent reflect what we consider its
highly leveraged financial risk profile after the proposed debt
transaction," said Standard & Poor's credit analyst Gregg Lemos-
Stein, "including S&P's expectation for high debt burden only
marginally positive free operating cash flow for the next few
years."  S&P considers the business risk profile to be vulnerable,
reflecting elevated churn and intense competition from multiple
industry players.  The ratings also incorporate S&P's assumption
that growing demand for Internet connectivity by businesses will
result in high-single-digit to low-double-digit revenue growth
over the next few years, allowing for some leverage reduction to
around 5x from the approximately 5.6x pro forma level S&P
calculates as of the end of 2010, including S&P's adjustments for
operating leases.


COMMODORE LLC: Hires Steffes Vingiello as Bankruptcy Counsel
------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana approved The Commodore, L.L.C's application
to employ William E. Steffes and the law firm Steffes, Vingiello
and McKenzie, L.L.C. as its counsel in all bankruptcy matters.

SVM's duties include advising the Debtor of its duty to file the
required monthly reports and the potential consequences of non-
compliance; advising the Debtor of the prohibition against any
sale of any of their assets outside the ordinary course of
business without leave of the Bankruptcy Court; advising the
Debtor of its obligations to comply with the Internal Revenue Code
and Internal Revenue Service regulations; and advising the Debtor
of the Operating Guidelines established by the Office of the U.S.
Trustee.

The firm's fees and reimbursements for costs will be governed by
Sections 327 and 330 of the Bankruptcy Code.  The Bankruptcy Court
reserves its right to review the reasonableness of all fees.

On the Net: http://www.steffeslaw.com/

                        About Commodore LLC

New Orleans, Louisiana-based The Commodore, L.L.C., obtained
relief under Chapter 11 of the Bankruptcy Code on November 15,
2010 (Bankr. E.D. La. Case No. 10-13912).

Dean J. Marcades, Decatur Hotels, LLC, Duplantier Hrapmann Hogan &
Maher, LLP, and New Media Solutions, Inc. filed involuntary
Chapter 11 petition against The Commodore on October 21, 2010.
Jan Marie Hayden, Esq., represented the petitioners.


COMPANY PHILOSOPHY: Acquisition Cues S&P to Withdraw B Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Phoenix-Ariz.-based cosmetics company Philosophy Inc., including
the 'B' corporate credit rating.

The Company has been acquired by Coty Inc. (unrated), and all
outstanding loans have been repaid.  Therefore, S&P is withdrawing
S&P's ratings on philosophy.


CONSTAR INT'L: Returns to Ch. 11 to Implement Debt-for-Equity Swap
------------------------------------------------------------------
Constar International Inc. and its affiliates filed for Chapter 11
protection on January 11, 2011 (Bankr. D. Del. Case No. 11-10109)
with a Chapter 11 plan negotiated with 75% of noteholders.

Constar reached an agreement with the holders of more than 75% of
the Company's Senior Secured Floating Rate Noteholders regarding
the terms of a consensual restructuring transaction that will
significantly deleverage its balance sheet.

A subgroup of the Noteholders have also committed to provide
$55 million of debtor-in-possession financing to permit the
Company to continue to operate in the ordinary course of business
during the pendancy of its restructuring, which will take place
through implementation of a pre-arranged chapter 11 case.  In
addition, Constar has obtained a commitment from Wells Fargo
Capital Finance, LLC, for a working capital facility that will
come into existence upon Constar's emergence from chapter 11,
anticipated to be early in the second quarter of 2011.

The restructuring plan calls for, among other things, a reduction
of the Company's current debt level of $220 million by roughly
$135 million to $150 million, with a significant corresponding
reduction in cash interest.

All of Constar's global operations -- including all of
manufacturing and distribution facilities in the U.S. -- are open
and operating on normal schedules, and the Company expects to
continue to fulfill all customer orders as provide uninterrupted
customer service.

Grant Beard, President and CEO of Constar, said in a January 11
press release, "Today we have announced a significant step forward
for Constar.  Having received the support from the holders of
approximately 75% of our Noteholders for a pre-arranged and
consensual restructuring, we will significantly improve our
balance sheet.  Upon emergence from reorganization, we will carry
new term debt of not more than $85 million and commensurately
reduce annual cash interest obligations. This is noteworthy in
that it frees up cash to reinvest in our business to support
future growth.  We intend to continue to operate as usual during
the restructuring process with minimal disruption to the
business."

                     2nd Stint in Chapter 11

Constar International is seeking Chapter 11 reorganization for the
second time in about two years.

J. Mark Borseth, chief financial officer for Constar, recounts in
a court filing that in the fall of 2008, Constar determined that
it had more leverage than its then-current operations could
support.  Accordingly, it negotiated pre-arranged Chapter 11 plan,
which among other things, (a) provided for the conversion of the
Senior Subordinated Notes into all of the equity of the
reorganized entities, excluding those shares reserved for
Constar's management, while (b) leaving the Debtors' trade vendors
and the holders of the Senior Secured FRNs unimpaired.  The
Debtors launched the approval process for the Plan by filing for
Chapter 11 in Delaware on December 30, 2008.  The Plan was
confirmed on May 14, 2009, and became effective on May 29, 2009.

Mr. Borseth relates that over the past 18 months, demand for
Constar's conventional PET products has decreased significantly
due to a shift to self-manufacturing by Pepsi-Cola Advertising and
Marketing, Inc., which has notified Constar of its intention to
increase its self-manufacturing of conventional containers and,
consequently, to reduce its requirements for bottles under its
supply agreement with Constar.  The Company expects the trend of
self-manufacturing of containers for carbonated soft drinks to
continue, and that, over time, a transition to more and more self-
manufacturing of plastic bottles at locations with high
transportation costs, large volume and space to install blow-
molding equipment will occur.  In addition, sales volumes have
continued to decline generally and Constar has not been able to
offset decreases to conventional PET business by increasing its
custom business.  As a result of these and other factors,
Constar's liquidity has been constrained, which has caused certain
vendors to require that Constar pay for purchases in advance, upon
delivery, or on shortened credit terms, or to require letters of
credit, further constraining liquidity.  These liquidity
constraints have created customer concern about the Company's long
term viability, which has made it difficult to renew contracts or
obtain new business.

In July 2010, the Debtors retained Greenhill & Co., LLC as its
financial advisor to assist in exploring strategic alternatives
and entered into discussions with certain holders of the Senior
Secured FRNs.  On January 7, 2011, the Debtors and the
Consenting Noteholders reached an agreement in principle on the
terms of a restructuring whereby Constar and certain of its
subsidiaries would file prearranged chapter 11 bankruptcy cases
(a) designed to convert most of the Senior Secured FRN
indebtedness into equity -- leaving those holders with only a
relatively modest amount of new debt -- and (b) providing for the
Company's quick emergence from chapter 11 on this further
deleveraged basis.

                 Restructuring Support Agreement

The Debtors and the holders of at least two thirds of the
principal amount of the Senior Secured FRNs subsequently entered
into a restructuring support and lock-up agreement.  The
Restructuring Support Agreement attaches and incorporates the
Debtors' proposed Plan, which incorporates the restructuring
contemplated by the Debtors' initial agreement with the Consenting
Noteholders.  The RSA provides that as long as the agreement is in
effect, the holders of the Senior Secured FRNs that are parties to
the RSA will support the proposed Plan, including by timely
executing and delivering ballots accepting the Plan.

The RSA further provides that the agreement may be terminated upon
material breach of the agreement or the Debtors' failure to:

   -- file a Chapter 11 petition by January 14, 2011;

   -- obtain approval of the DIP financing within 35 calendar days
      after the Petition Date;

   -- obtain approval of the Disclosure Statement within
      45 calendar days from the Petition Date;

   -- obtain approval to set a bar date for proofs of claim within
      65 calendar days after the Petition Date;

   -- begin soliciting votes in connection with the Plan no later
      than 65 calendar days after the Petition date;

   -- obtain order confirming the Plan no later than 130 days
      after the Petition Date; and

   -- consummate the Plan no later than 145 calendar days after
      the Petition Date.

A copy of the Plan Support Agreement is available for free at:

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

                 Pre-Arranged Chapter 11 Plan

As of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of roughly $251 million, consisting
primarily of roughly (a) $29.4 million under their senior secured
credit facility (including accrued and unpaid interest) and (b)
$221.4 million in secured floating rate notes due 2012 (including
accrued interest).  Additionally, Debtors had certain amounts
outstanding to Debtors' trade creditors, including vendors,
service providers and contract counterparties, as of the Petition
Date.  The Debtors estimate that, after entry of approval of all
first day motions and critical vendor requests, less than $18
million in unpaid, unsecured debt will remain for treatment under
the Plan.

Pursuant to the proposed Plan of Reorganization, Noteholders will
convert 100% of the face amount of the current notes into new term
debt in the face amount of $70 million and convertible preferred
stock of $30 million, and will become the majority owners of the
new common stock.  Under the proposed plan, the Company's general
unsecured claims will be converted to equity, and the current
equity will be cancelled.  The Company anticipates that the
restructuring will be completed by late spring of 2011, subject to
court approval.

The Reorganized Debtors will emerge with roughly 60% less funded
debt, after giving effect to the restructuring transactions
contemplated by the Plan, which include the following:

   * $15 million of indebtedness under the Debtors' DIP Facility
     may be rolled over (at the DIP Facility Providers' election)
     into the financing available to the Debtors post-emergence;

   * $100 million of secured indebtedness under the Floating Rate
     Notes and Floating Rate Note Indenture will be converted into
     (i) $70 million in Shareholder Notes and (ii) 100% of the New
     Overage Securities;

   * the remaining $121.4 million of indebtedness under the
     Floating Rate Notes and Floating Rate Note Indenture and all
     other General Unsecured Claims will be converted into 100%
     of the New Common Stock (subject to dilution by the
     Management Incentive Plan), which New Common Stock will be
     distributed to the Holders of such Claims Pro Rata; and

   * existing Equity Interests in Constar will be extinguished.

The consummation of the financial restructurings contemplated
by the Plan will significantly de-lever the Debtors' capital
structure, leaving the Reorganized Debtors with roughly
$90 million in funded debt.  As a result of the restructuring
transactions contemplated by the Plan, the Holders of Debtors'
Floating Rate Notes will own all of the New Overage Securities and
substantially all the New Common Stock in Reorganized Constar,
subject to dilution by shares of the New Common Stock issued in
connection with the Management Incentive Plan.

A copy of the Pre-Arranged Plan is available for free at:

    http://bankrupt.com/misc/Constar_Disc_Statement_2011.pdf

A copy of the disclosure statement explaining the Plan is
available for free at:

    http://bankrupt.com/misc/Constar_Prearranged_Plan_2011.pdf

                      About Constar Int'l

Philadelphia, Pennsylvania-based Constar International Inc.
(NasdaqCM: CNST) -- http://www.constar.net/-- is a global
producer of polyethylene terephthalate plastic containers, with
more than 850 employees and operations in the United States and
Europe.  Constar produces PET plastic containers for conventional
PET applications, such as for soft drinks and water, and custom
PET containers designed for food, juices, teas and sport drinks.

Constar is the parent of four wholly owned subsidiaries: BFF Inc.,
a Delaware corporation, DT, Inc., a Delaware corporation, Constar,
Inc., a Pennsylvania corporation, and Constar Foreign Holdings,
Inc., a Delaware corporation.  Constar Foreign Holdings, in turn,
is the parent of three wholly owned foreign subsidiaries: Constar
International Holland (Plastics) B.V., a Dutch besloten
vennootschap, Constar Plastics of Italy S.r.l., an Italian societa
responsabilita limitata, and Constar International U.K. Limited, a
United Kingdom limited company.

Constar, together with its affiliates, first filed a pre-arranged
chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 08-13432) on
December 30, 2008.  The pre-negotiated plan was designed to reduce
Constar's debt load by roughly $175 million and reduce its annual
interest obligations by nearly $20 million.  Attorneys at Bayard,
P.A., acted as the Debtors' counsel in the Chapter 11 cases, and
attorneys at Wilmer Cutler Pickering Hale and Dorr LLP served as
co-counsel.  Goodwin Procter LLP, and Young Conaway Stargatt &
Taylor LLP acted as the Official Committee of Unsecured Creditors'
bankruptcy counsel.

In the second chapter 11 case, the Company's financial advisor is
Greenhill & Co. and its legal advisor is Wilmer Cutler Pickering
Hale and Dorr LLP.  The Ad Hoc Group of Noteholders is represented
by Kirkland & Ellis LLP.  Wells Fargo Capital Finance, LLC is
represented by Otterbourg, Steindler, Houston & Rosen, P.C.
Kurtzman Carson Consultants is the claims and notice agent.

The Company listed $418 million in assets and $414 million in debt
as of Sept. 30, 2010.


CONSTAR INT'L: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Constar International Inc.
        One Crown Way
        Philadelphia, PA 19154

Bankruptcy Case No.: 11-10109

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     BFF, Inc.                             11-10104
     Constar Foreign Holdings, Inc.        11-10105
     Constar, Inc.                         11-10106
     Constar International U.K. Limited    11-10107
     DT, Inc.                              11-10108

Type of Business: Constar International Inc. is a producer and
                  supplier of polyethylene terephthalate plastic
                  containers for food and beverages.

                  Web site: http://www.constar.net/

Chapter 11 Petition Date: January 11, 2011

Bankruptcy Court: U.S. Bankruptcy Court
                  District of Delaware (Delaware)

Bankruptcy Judge: Christopher S. Sontchi

Debtors'
Counsel:          Jamie Lynne Edmonson, Esq.
                  Neil B. Glassman, Esq.
                  BAYARD, P.A.
                  222 Delaware Avenue
                  Wilmington, DE 19801
                  Tel.: 302-429-4234
                  Fax : 302-658-6395
                  E-mail: jedmonson@bayardlaw.com
                         bankserve@bayardlaw.com

Debtors'
General
Bankruptcy
Counsel:          WILMER CUTLER PICKERING HALE AND DORR LLP

Debtors'
Independent
Auditors
and
Accountants:       PRICEWATERHOUSE COOPERS

Debtors'
Financial
Advisor:           GREENHILL & CO. LLC

Debtors'
Claims
Agent:             KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $418,000,000 as of Sept. 30, 2010

Total Debts: $414,000,000 as of Sept. 30, 2010

The petition was signed by Grant H. Beard, president and chief
executive officer.

Debtor's List of 30 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim     Claim Amount
-------------                   ---------------     ------------
DAK Americas LLC                Trade Vendor        $9,087,743
5925 Carnegie Blvd
Ste 500
Charlotte, NC 28209

M&G Polymer USA LLC             Trade Vendor        $4,218,780
Bank of America Rece
Lockbox 402479
College Park, GA 30349

UAB Indorama Poly               Trade Vendor        $1,833,809
Klaipeda Free Economic Zone
Metalo G.16
Klaipeda, LT-94102
Lithuania

Starpet Inc                     Trade Vendor        $1,291,676
PO Box 32101
Charlotte, NC 28232-2101

Eddie Stobart Ltd               Trade Vendor          $423,236
Solway Business Centre
Kingstown
Carlisle, Cumbria CA6 4BY
UK

Obrist Closures                 Trade Vendor          $413,427
Romerstrasse 83
Reinach, CH-4153
Switzerland

Independence Administrator      Trade Vendor          $407,623
720 Blair Mill Road
Horsham, PA 19044

Progress Energy                 Trade Vendor          $296,647
PO Box 2041
Raleigh, NC 27602

Prologis                        Trade Vendor          $236,842

Georgia Power Company           Trade Vendor          $207,071

Constar International           Trade Vendor          $202,143

Mitsubishi Gas Chemical C       Trade Vendor          $198,544

Colormatrix Corporation         Trade Vendor          $175,155

Hurricane Associates LLS        Trade Vendor          $158,624

American Express Company        Trade Vendor          $150,637

Custom Polymers Pet, LLC        Trade Vendor          $124,502

Smurfit Kappa (Ex)              Trade Vendor          $109,015

Fostag Formenbau                Trade Vendor           $98,079

Lanxess Corporation             Trade Vendor           $90,747

Samuel Strapping Systems        Trade Vendor           $83,300

International Paper             Trade Vendor           $80,300

Kathy Sheeler-County Trea       Trade Vendor           $80,250

Ameren Energy Marketing         Trade Vendor           $75,068
Corporation

Allied Staffing LLC             Trade Vendor           $68,990

Prime Investments Inc           Trade Vendor           $65,064

Husky IMS                       Trade Vendor           $60,919

Patriot Alsip-Tech Center       Trade Vendor           $55,936

Lotte Chemical                  Trade Vendor           $51,668

Sidel Incorporated              Trade Vendor           $50,110

GE Capital                      Trade Vendor           $46,033


CROATAN SURF: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Croatan Surf Club, LLC
        P.O. Box 107
        Kill Devil Hills, NC 27948

Bankruptcy Case No.: 11-00194

Chapter 11 Petition Date: January 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Walter L. Hinson, Esq.
                  HINSON & RHYNE, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746
                  E-mail: annhinson@nc.rr.com

Scheduled Assets: $26,151,718

Scheduled Debts: $19,350,000

The petition was signed by Clarence E. Dean, Jr., manager.

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of Currituck                  Loan participant in     unknown
250 Caratoke Highway               financing
Moyock, NC 27958                   arrangement

BKDean Properties, LLC             Possible Contingent     unknown
808 Swamp Road                     Claims
Furlong, PA 18925

Coburn Properties                  Possible Contingent     unknown
718 Fox Trail Court                Claims
New Hope, PA 18938

Shanahan Properties, LLC           Possible Contingent     unknown
                                   Claims

Tall Dune Holdings, LLC            Possible Contingent     unknown
                                   Claims


C.W. MINING: Attorney's Records Are Property of the Estate
----------------------------------------------------------
WestLaw reports that attorney notes and research memorandum
prepared by special counsel while representing a putative Chapter
11 debtor were included in the "property of the estate," and had
to be turned over to the trustee following entry of an order for
relief and conversion of the case to one under Chapter 7, absent a
showing that the documents were protected by privilege.  Moreover,
special counsel's bare assertion of privilege, while providing no
information on the nature and content of the documents sought and
failing to produce redacted copies of the documents for court
review, on the ground that the debtor was appealing the order for
relief and stood in an adversarial relationship with the trustee,
was insufficient.  In re C.W. Mining Co., --- B.R. ----, 2010 WL
5395766 (Bankr. D. Utah).

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operates the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Three of C.W. Mining Co.'s creditors filed an
involuntary Chapter 11 petition (Bankr. D. Utah Case No. 08-20105)
on Jan. 8, 2008.  As reported in the Troubled Company Reporter on
Nov. 20, 2008, the Chapter 11 case was converted to a Chapter 7
liquidation proceeding.  Kenneth A. Rushton serves as the
Chapter 7 Trustee, and is represented by Brent D. Wride, Esq., at
Ray Quinney & Nebeker, in Salt Lake City.


DECATUR HOTELS: Asks Court to Dismiss Involuntary Ch. 11 Case
-------------------------------------------------------------
Decatur Hotels, L.L.C., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to dismiss the Debtor's involuntary
Chapter 11 bankruptcy case, saying that it was filed in bad faith.

The bankruptcy case was filed 30 minutes before the scheduled
executor process sale of substantially all of the Decatur's
interest in the French Market Inn in that certain proceeding
entitled Whitney National Bank v. Decatur Hotels, L.L.C., and
Lafayette Hotel Acquisitions, Inc., designated as Case No. 10-
9955, Division K in the Civil District Court for the Parish of
Orleans, State of Louisiana in which 501 Rue Decatur L.L.C. was
substituted for Whitney National Bank as the plaintiff.  While the
Foreclosure Proceeding was pending, 501 Rue Decatur purchased the
promissory notes evidencing the indebtedness of the Decatur from
Whitney which notes and related collateral are now owned by 501
Rue Decatur.

The indebtedness of Decatur arises out of three loans owed by
Decatur to Whitney, which were assigned by Whitney to 501 Rue
Decatur defaulted in the performance of their obligations.  In
addition, all three Notes matured and became fully payable on June
30, 2010, and have not been fully paid thereafter.  The Notes and
the indebtedness represented thereby are and remain in default.

The foreclosure sale concerning the Lafayette Hotel Acquisitions,
Inc., property went forward on the day of the bankruptcy filing.

Following the filing of the Bankruptcy Case, a credit from the
sale of Lafayette's property in the Foreclosure Proceeding was
applied to Decatur's indebtedness. C redits from the sale of
Lafayette's property resulted in: (1) Credit of $1.7 million less
Sheriff's Commission of 2% and sheriff's costs or $34,849 on the
immovable property or a $1,665,151 credit; (2) Credit of $225,000
less Sheriff's Commission of 6% and sheriff's costs $14,058.54 on
the movable property or a $210,9441.46 credit, and (3) Total
credits equal $1,876,092.46 such that in excess of $7 Million of
the indebtedness remains due and owing by the Debtor to 501 Rue
Decatur.

There is a tax lien owed to the State of Louisiana on the
Decatur's property subject to the Foreclosure Proceeding in the
amount of $1,803,719.55 and a judgment recorded against Decatur in
the amount of $176,894.30 together with legal interest from date
of judicial demand in favor of Reroof America Corporation.

501 Rue Decatur also seeks the dismissal of the Debtor's
involuntary Chapter 11 case.  501 Rue Decatur is represented by
Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, LLC.

                       About Decatur Hotels

On December 29, 2010, an involuntary petition was filed under
Chapter 11 of title 11 of the U.S. Bankruptcy Code against Decatur
Hotels, LLC, (Bankr. E.D. La. Case No. 10-14721) by these four
alleged creditors:

     a. Quinn Bourbon, LLC asserting a claim of $3 million for
        insurance and sale proceeds;

     b. Marie Laveau's Voodoo Bar, LLC, asserting a claim of
        $19,800 for property damage insurance claim;

     c. F. Patrick Quinn, III, who is a 31.25% interest holder in
        the Debtor, asserting a claim of $430,487.02 for unpaid
        equity distribution, and d. Morgan Baird d/b/a Reliable
        Remodeling asserting a claim of $6,956.

The claims of all of the Petitioning Creditors are disputed.

Decatur Hotels is represented by Heller, Draper, Hayden, Patrick &
Horn, L.L.C.


DHILLON & DHILLON: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dhillon & Dhillon
        198 Soscala Avenue
        Napa, CA 94559

Bankruptcy Case No.: 11-10057

Chapter 11 Petition Date: January 10, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

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

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

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-10057.pdf

The petition was signed by Kulbir Singh Dhillon, partner.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kulbir and Rajinder Dhillon           --                  01/10/11


DIRECTBUY HOLDINGS: Moody's Puts B2 Rating on $335MM Sr Sec Notes
-----------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to Direct Buy Holdings, Inc., as
well as a B2 (LGD 3, 49%) rating to the new $335 million senior
secured second lien notes issue.  The outlook is stable.  This is
the first time Moody's has assigned ratings to Direct Buy.

First time ratings assigned:

* Corporate Family Rating at B2
* Probability of Default Rating at B2
* $335 million Senior Secured Second Lien Notes at B2 (LGD 3,
   49%).

Direct Buy, Inc., headquartered in Merrillville, Indiana, is a
membership buying club that operates under a franchise business
model.  The company franchises 142 stores and owns only 10 stores.
DirectBuy acts as the intermediary between manufacturers whose
produces are offered, and franchisees who own and operate
DirectBuy stores.  The majority of DirectBuy's revenues are
derived from its receipt from franchisees of its share of new
and renewal membership fees.

The B2 Corporate Family and Probability of Default Ratings reflect
DirectBuy's small size, weak key credit metrics, with debt/EBITDA
of around 4.8 times and EBITA/interest of around 1.5 times, and
the highly discretionary nature of many of the products offered by
its franchised stores.  The ratings also reflect DirectBuy's close
ties to the housing market as many of the key product categories,
such as appliances, cabinets, and flooring, that are attractive to
potential new members, are home improvement-related.  "DirectBuy's
appeal to prospective new members is generally the ability to
recoup the membership fee fairly quickly via a large purchase,
which is typically home improvement oriented", stated Moody's
Senior Analyst Charlie O'Shea.  "As a result, the ties to the
overall condition of the housing market are reasonably
significant, resulting in a relatively high risk profile given
the current weak housing market."

The stable outlook reflects Moody's opinion that credit metrics
will continue to improve over the next 12-18 months, and that
DirectBuy's liquidity will remain good.

The B2 rating on the senior secured second lien notes reflects
their junior position in the capital structure behind the unrated
$30 million revolver.  Proceeds will be utilized to repay a total
of $328 million in senior secured term and subordinated debt.  The
transaction is effectively leverage-neutral, with interest
coverage likely to improve modestly.

DirectBuy maintains good liquidity, with its unrated $30 million
revolver handling its minimal working capital requirements.

Ratings could be upgraded if debt/EBITDA can be maintained below
4.5 times and EBITA/interest sustained above 1.75 times.  Ratings
could be downgraded if operating performance were to weaken or
financial policy decisions resulted in debt/EBITDA exceeding 5
times or EBITA/interest approaching 1.2 times.

DirectBuy's ratings have been assigned by evaluating factors that
Moody's believes are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside DirectBuy's core industry.
DirectBuy's ratings are believed to be comparable to those of
other issuers with similar credit risk.

Direct Buy, Inc., headquartered in Merrillville, Indiana, is a
membership buying club that operates under a franchise business
model.  Revenues are approximately $176 million.


DIRECTBUY HOLDINGS: S&P Places B on Proposed $335MM Notes Offering
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Merrillville, Ind.-based DirectBuy
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue-level
rating to the Company's proposed $335 million six-year second-lien
notes, with a preliminary '3' recovery rating, indicating S&P's
expectation of meaningful recovery (albeit at the low end of the
50% to 70% range) in the event of a payment default.  The proposed
notes are expected to be issued under Rule 144A (without
registration rights) of the Securities Act of 1933. DirectBuy
expects to use proceeds to repay its term loan due November 2012
and subordinated notes due May 2013, as well as to fund related
fees and expenses.

"The ratings on DirectBuy reflect S&P's assessment of its business
risk profile as weak and financial risk profile as highly
leveraged," said Standard & Poor's credit analyst Andy Sookram.
This assessment is supported by the Company's modest-sized
membership base that renders it susceptible to adverse economic
conditions, its highly leveraged capital structure, and thin cash
flow protection measures.  The ratings also incorporate S&P's
expectation that despite a slight decline in operating margins on
lower new memberships and average pricing, credit measures will
remain in line with the ratings in the near term.

DirectBuy operates a membership-based consumer buying club through
its largely franchised system.  Members can purchase a broad array
of products at discounted prices from participating manufacturers.
Unlike most other franchisors, DirectBuy does not earn royalties
based on a percentage of franchisee sales, but rather takes a cut
of the membership fees.  Because of this, S&P believes the Company
is susceptible to adverse economic conditions and the franchisees'
ability to attract new club members.  As an example, over the
past three years, the Company saw a meaningful drop in new
membership sales, which led to a decline in operating margins from
a high of 49% to 42% in the fiscal year ended July 31, 2010.

"We think operating margins could recede further in the current
fiscal year to around 41%," added Mr. Sookram, "reflecting S&P's
view that the Company's tiered pricing strategy will likely lead
to a decrease in average new membership fees and the challenging
economic environment could continue to make it somewhat difficult
for franchisees to attract new members."


DUKE & KING: Wants Auction for All Assets; No Lead Bidder So Far
----------------------------------------------------------------
NetDockets reports that Duke & King Acquisition Corp. is asking
the U.S. Bankruptcy Court for the District of Minnesota to approve
procedures for the sale of substantially all of its assets.  The
report relates that among other things, the Company's bankruptcy
filing was motivated by the obligation under a settlement
agreement with Burger King Corporation to sell 52 of the franchise
locations by December 30, 2010, or have the Company's rights under
their Burger King franchise agreements terminate with respect to
those 52 locations.

According to the report, the motion, while obviously not
completing a sale within the settlement agreement's timeframe,
goes further and seeks procedures to govern the sale of
essentially all of Duke & King's assets.  As of January 7, the
report notes, Duke & King had not identified a stalking horse
bidder for the assets, but is seeking the authority to identify
one or more such bidders through this process and provide them
with stalking horse protections.

The proposed procedures also seek to sell the assets in two lots -
first, a group of 74 Burger King store locations and, second, a
group of the remaining 13 locations, netDockets relates.

The report discloses that bidders would be free to bid for all of
the store locations, but would have to submit separate bids for
both lots.  The report relates that the essential difference
between the two lots is that the smaller lot includes those store
locations which Duke & King has identified as underperforming and
having significant past-due capital expenditure obligations.

Among the key elements of the proposed sale procedures are:

  * To be considered a "Qualified Bidder" (i.e., a party entitled
    to submit a bid for either group of assets), the potential
    bidder must seek approval as a new franchisee from Burger King
    Corporation.

  * The deadline for submission of bids is proposed to be set as
    March 22, 2011 at 5:00 p.m. (Central).

  * To constitute a "Qualifying Bid," a bid must include a cash
    deposit equal to 10% of the proposed purchase price.

  * Auctions are proposed to be held on March 28, 2011 (Group One
    assets) and March 29, 2011 (Group Two - Underperforming -
    assets).

  * A sale hearing is proposed to be scheduled for March 31, 2011.

                        About Duke and King

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, operates 92 Burger King franchises in Minnesota,
Missouri, Illinois, Wisconsin, Iowa and Kansas.  The Company was
formed in November 2006 to acquire 88 Burger King franchise
restaurants from The Nath Companies.

The Company and four affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 10-38652) on December 4,
2010.  Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010.

The cases are jointly administered under the Duke and King
Acquisition Corp. case.

According to NetDockets, the companies' primary secured financing
is provided by Bank  of America and the outstanding obligations
were approximately $11 million as of December 1, 2010.


DYNAVAX TECHNOLOGIES: Completes Enrollment of Heplisav Study
------------------------------------------------------------
Dynavax Technologies Corporation announced the completion of
enrollment of its Phase 3 study of HEPLISAV(TM), Dynavax's novel
vaccine for the prevention of hepatitis B infection, in subjects
with chronic kidney disease.  The multi-center study, conducted in
the U.S., Germany and in Canada, included 69 sites.  To date over
500 first immunizations have been administered.  According to the
protocol, all patients will receive immunizations over a period of
six months, with the primary endpoint evaluated at month 7.  The
primary endpoint of the study is non-inferiority of three
injections of HEPLISAV at times 0, 1 and 6 months versus eight
injections of Engerix-B(R) consisting of double doses at times 0,
1, 2 and 6 months.

Tyler Martin, M.D., president and chief medical officer of
Dynavax, noted, "Completion of enrollment in this trial is another
important milestone in the development of HEPLISAV and keeps us on
track for BLA submission in Q4 2011.  We expect the last
immunizations to be administered in June 2011."

In September, 2010, Dynavax reported that the first subjects
enrolled in the Phase 3 chronic kidney disease study were 12
months past their first dose, and that no safety issues had been
identified by the DSMB monitoring safety of the trial.  The DSMB
is comprised of an independent group of medical experts who are
responsible for reviewing and evaluating subject safety data at
regular intervals during the ongoing trials.

In a poster session on Saturday, October 31, 2009 at the 47th
Annual Meeting of the Infectious Disease Society of America
(IDSA), Dynavax reported data from two Phase 2 studies in subjects
with chronic kidney disease.  Vaccinated with HEPLISAV, chronic
kidney disease patients demonstrated rapid, increased protection
against hepatitis B viral infection in fewer doses than patients
receiving licensed vaccine.  96% of patients (n = 36) receiving 3
doses of HEPLISAV achieved seroprotection at month 7, compared to
88% of patients (n = 10) receiving 8 doses of Engerix-B.

                          About HEPLISAV

HEPLISAV is an investigational adult hepatitis B vaccine.  The
vaccine candidate is being evaluated in two Phase 3 studies that
are directed toward fulfilling licensure requirements in the U.S.,
Canada and Europe.  Enrollment has been completed for both
studies.  In a completed pivotal Phase 3 trial, HEPLISAV
demonstrated increased, rapid protection with fewer doses than
current licensed vaccines.  Dynavax has worldwide commercial
rights to HEPLISAV and is developing the vaccine for large, high-
value populations that are less responsive to current licensed
vaccines, including individuals with chronic kidney disease.
HEPLISAV combines hepatitis B surface antigen with a proprietary
Toll-like Receptor 9 agonist known as ISS to enhance the immune
response.

                    About Hepatitis B Vaccines

Currently available hepatitis B vaccines require three doses over
six months to achieve full immunogenicity in healthy patient
populations.  Because compliance with this vaccine regimen is low,
new vaccines are needed to provide increased protection with fewer
doses in a shorter timeframe.  Furthermore, currently available
vaccines do not fully address the needs of several patient
populations, including those with chronic kidney disease, HIV or
chronic liver disease.  In particular, patients with compromised
immune systems require both rapid and enhanced protection, either
because they are less responsive to conventional vaccine regimens
or because they are at high risk of infection.

                     About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As of September 30, 2010, the Company had $61,790,000 in total
assets; $21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities and $23,208,000 in stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


DYNEGY INC: Amends Schedule 14D-9 to "Icahn" Tender Offer
---------------------------------------------------------
Dynegy Inc. filed with the Securities and Exchange Commission, on
January 10, 2011, Amendment No.2 on Schedule 14D-9 relating to the
tender offer by IEH Merger Sub LLC and Icahn Enterprises Holdings
L.P., as a co-bidder, to purchase all of the issued and
outstanding shares of common stock of Dynegy Inc.

The first sentence of the first paragraph of the section captioned
"Offer" is deleted in its entirety and replace with the following:

     "This Statement relates to the tender offer by IEH Merger Sub
      LLC, a Delaware limited liability company (the "Offeror")
      and Icahn Enterprises Holdings L.P., a Delaware limited
      partnership ("Icahn Enterprises Holdings"), as a co-bidder,
      as disclosed in the Tender Offer Statement on Schedule TO,
      dated December 22, 2010 as amended by Amendment No. 1
      thereto filed with the SEC on December 28, 2010, and as
      amended by Amendment No. 2 thereto filed with the SEC on
      January 6, 2011 (as may be further amended or supplemented
      from time to time, the "Schedule TO"), to purchase all of
      the issued and outstanding Shares at a purchase price of
      $5.50 per share (the "Offer Price"), in cash, without
      interest, less any applicable withholding taxes, upon the
      terms and subject to the conditions set forth in the Offer
      to Purchase, dated December 22, 2010 (as amended or
      supplemented from time to time, the "Offer to Purchase"),
      and in the related Letter of Transmittal (the "Letter of
      Transmittal", which, together with the Offer to Purchase and
      any amendments or supplements thereto from time to time,
      constitute the "Offer")."

A full-text copy of the Amended Schedule 14D-9 is available for
free at http://ResearchArchives.com/t/s?7201

                         About Dynegy Inc.

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

As reported by the Troubled Company Reporter on November 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.

Moody's Investors Service said in December 2010 that it believes
that the ratings and negative rating outlook for Dynegy, Inc.,
and its subsidiary, Dynegy Holdings, Inc (Caa1 Corporate Family
Rating) will remain unchanged at this time following the
announcement that its board had agreed to be acquired by Icahn
Enterprises LP for $5.50 per share in cash, or approximately
$665 million.

"The current Caa1 Corporate Family Rating captures many of the
fundamental risks facing Dynegy," said A.J. Sabatelle, Senior Vice
President at Moody's.  "While weak operating cash flow, high debt
levels, and negative free cash flow are expected to persist over
the intermediate term, the planned acquisition by IEP adds
incremental uncertainty to an already challenged credit story",
adds Sabatelle.


DYNEGY INC: Asks Stockholders to Vote "FOR" Sale to Icahn
---------------------------------------------------------
On January 10, 2011, Dynegy Inc. filed a preliminary proxy
statement on Schedule 14A, inviting stockholders to attend at a
special meeting of stockholders of Dynegy Inc., to be held at
Dynegy's headquarters, Wells Fargo Plaza, 1000 Louisiana Street,
in Houston, Texas.  The date of the meeting has not been disclosed
yet.

On December 15, 2010, the Company entered into a merger agreement
providing for the acquisition of the Company by IEH Merger Sub
LLC, which is a wholly owned subsidiary of Icahn Enterprises
Holdings L.P.  At the special meeting, stockholders will be asked
to consider and vote upon a proposal to adopt the merger
agreement.  The merger agreement provides that, until 11:59 p.m.,
Eastern time, on January 24, 2011, the Company is allowed to
initiate, solicit and encourage any alternative acquisition
proposals from third parties, and at the direction of a special
committee of the board of directors of the Company consisting only
of non-management independent directors of the Company, the
Company's financial advisors are conducting this "go-shop" process
on behalf of the Company and as of the date of this proxy
statement have contacted more than 50 potentially interested
parties.

On December 22, 2010, and in accordance with the merger agreement,
IEH Merger Sub LLC commenced a tender offer for all of the
outstanding shares of the Company's common stock at a price of
$5.50 per share in cash, without interest, less any applicable
withholding taxes.  The merger agreement contemplates that, after
completion of the offer and the satisfaction or waiver of all
conditions set forth in the merger agreement, the Company will
merge with a wholly owned subsidiary of IEH Merger Sub LLC.  Under
the terms of the merger agreement, the parties have agreed to
complete the merger whether or not the offer is completed.  If the
offer is not completed, the parties have agreed that the merger
would only be completed after the Company's stockholders approve a
proposal to adopt the merger agreement that will be considered at
the special meeting.  The offer is being made separately to the
holders of shares of the Company's common stock and is not
applicable to the special meeting.

If the merger contemplated by the merger agreement is completed,
stockholders will be entitled to receive $5.50 in cash, without
interest, less any applicable withholding taxes, which is the same
price being offered for each share of common stock in the offer,
for each share of the Company's common stock.  This represents a
premium of approximately 10% to the average closing price of the
Company's common stock during the 30-day trading period ended on
December 14, 2010, the last trading day prior to the public
announcement of the execution of the merger agreement, and a
premium of approximately 98% to the closing price of the Company's
common stock on August 12, 2010, the last trading day prior to the
public announcement of the prior merger agreement with an
affiliate of The Blackstone Group, L.P.

The board of directors of the Company, acting upon the unanimous
recommendation of the special committee, has, upon the terms and
subject to the conditions of the merger agreement, unanimously
determined that the merger is fair to, and in the best interests
of, the Company and its stockholders and approved and declared
advisable the merger agreement and the merger and the other
transactions contemplated by the merger agreement.  The Company's
board of directors made its determination after consultation with
its legal and financial advisors and consideration of a number of
factors.  The board of directors of the Company recommends that
stockholders vote "FOR" approval of the proposal to adopt the
merger agreement and "FOR" approval of the proposal to adjourn the
special meeting, if necessary or appropriate, to solicit
additional proxies.

Approval of the proposal to adopt the merger agreement requires
the affirmative vote of holders of a majority of the outstanding
shares of the Company's common stock entitled to vote thereon.

                        About Dynegy Inc.

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

As reported by the Troubled Company Reporter on November 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.

Moody's Investors Service said in December 2010 that it believes
that the ratings and negative rating outlook for Dynegy, Inc., and
its subsidiary, Dynegy Holdings, Inc (Caa1 Corporate Family
Rating) will remain unchanged at this time following the
announcement that its board had agreed to be acquired by Icahn
Enterprises LP for $5.50 per share in cash, or approximately
$665 million.

"The current Caa1 Corporate Family Rating captures many of the
fundamental risks facing Dynegy," said A.J. Sabatelle, Senior Vice
President at Moody's.  "While weak operating cash flow, high debt
levels, and negative free cash flow are expected to persist over
the intermediate term, the planned acquisition by IEP adds
incremental uncertainty to an already challenged credit story",
Mr. Sabatelle added.


EAST AIRPORT DEVT: 9th Cir. BAP Reverses Use of Lender's Cash
-------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Ninth Circuit
affirmed a bankruptcy ruling authorizing East Airport Development,
LLC, to sell real property free and clear of Pacific Capital
Bancorp, N.A.'s lien pursuant to 11 U.S.C. Sec. 363(f)2, but
reversed the ruling authorizing the use of Pacific Capital's cash
collateral pursuant to Sec. 363(c)(2).  The BAP remanded the cash
collateral portin of the ruling to the bankruptcy court to
determine if the sale proceeds in excess of the release prices are
indeed cash collateral, and if so, to conduct appropriate further
proceedings, including a hearing, if necessary, to consider the
Debtor's request to use those funds.

A copy of the 9th Circuit BAP's January 4, 2011 Opinion is
available at http://is.gd/kxkw9from Leagle.com.  The three-man
panel consists of Bankruptcy Judges Brian D. Lynch, sitting by
designation, Jim Pappas, and Ralph B. Kirscher.  Judge Lynch wrote
the Opinion.

East Airport Development is a single asset real estate entity that
owns a tract of real property in San Luis Obispo, California,
consisting of 26 separate lots.  In July 2006, EAD obtained a $9.7
million construction and development loan from Pacific Capital.
The loan, due on January 10, 2008, was secured by a deed of trust
against the real property.  In July 2008, the parties refinanced
the loan to $10.6 million, due July 9, 2009.  EAD defaulted and
Pacific Capital began foreclosure proceedings, whereupon EAD filed
a chapter 11 petition (Bankr. C.D. Calif. Case No. 10-10634) on
February 10, 2010.

Pacific Capital Bancorp is represented by:

          Andrew K. Alper, Esq.
          E-mail: aalper@frandzel.com
          FRANDZEL ROBINS BLOOM & CSATO, L.C.,
          6500 Wilshire Boulevard, Seventeenth Floor
          Los Angeles, CA 90048-4920
          Telephone: (323) 852-1000
          Facsimile: (323) 651-2577

East Airport Development is represented by:

          William C. Beall, Esq.,
          BEALL AND BURKHARDT
          1114 State St Ste 200
          Santa Barbara, CA 93101
          Telephone: 805-966-6774
          Facsimile: 805-963-5988
          E-mail: artyc@aol.com


ELIZABETH ARDEN: Moody's Affirms 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Elizabeth Arden Inc. Ba3
corporate family rating and assigned a B1 rating to the company's
proposed $225 million offering of 10-year senior unsecured notes.
Moody's also affirmed RDEN's speculative grade liquidity rating of
SGL-3.  Proceeds of the notes will be used to fund the company's
tender offer of its existing 7 _% senior subordinated notes due
January 2014.  Moody's will withdraw the existing B1 rating of the
company's senior subordinated notes upon successful completion of
the transaction. The rating outlook is stable.

Ratings assigned include the following:

* $225 million senior unsecured notes due January 2020 at B1
  (LGD5, 75%)

Ratings affirmed include the following:

* Corporate family rating at Ba3;
* Probability of default rating at Ba3; and
* Speculative Grade Liquidity rating of SGL-3.

Ratings to be withdrawn include the following:

* $220 million senior subordinated notes due January 2014 at B1
   (LGD 5, 75%)

The outlook is stable

"RDEN's improved operating performance and stronger credit metrics
reflect management's attention to cost cutting, significant
investments in its brand portfolio as well as a gradual recovery
in the global economy.  The proposed refinancing of the company's
bank facility and subordinated notes eliminates a near-term
maturity and enhances its liquidity profile," says Moody's Vice
President and Senior Credit Officer Janice Hofferber.

RDEN's Ba3 corporate family rating and stable outlook are
supported by its critical mass of brands and customers and the
company's historical success in revitalizing classic brands and
introducing new celebrity and designer brands.  RDEN's ratings
are constrained by its relatively weak, albeit improving,
profitability and the highly competitive and fragmented nature of
the fragrance, skincare and color cosmetics categories.

RDEN's ratings continue to reflect industry risks, including the
pressures from large and financially strong competitors, the need
to continually reinvest in its brands and launch successful new
products, sensitivity to economic downturns and high degree of
seasonality.  RDEN's focus on classic brands and success in
diversifying its geographic and retail channels of distribution
position the company well as the economy gradually rebounds.
Finally, the company's ratings will continue to be supported by
management's focus on reducing costs, measured strategy of
acquisitions and licensing and appropriate financial policies.

The last rating action for RDEN was on September 28, 2006, when
Moody's downgraded the company's speculative grade liquidity
rating to SGL-3 from SGL-2.

The principal methodologies used in this rating were Global
Packaged Goods Industry published in July 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Elizabeth Arden, Inc., located in Miami, Florida, is a global
prestige beauty products company with an extensive portfolio of
prestige fragrance, skin care and cosmetic brands.  RDEN markets
more than 100 company's brands and distributes an additional 300
brands. Products are sold through a variety of retail distribution
channels including prestige, mid-tier department stores, travel
retail and mass merchandise channels in approximately 100
countries internationally.

RDEN's leading celebrity fragrance include fragrance brands of
Elizabeth Taylor, Britney Spears, Danielle, Steel, Mariah
Carey,Usher and more recently Taylor Swift, Kate Spade and John
Varvatos.  Its designer fragrances include Juicy Couture, Badgley
Mischka, Rocawear, Alfred Sung, Geoffrey Beene, Liz Claiborne,
Halston and Bob Mackie.  Its lifestyle fragrances include Giorgio
Beverly Hills, Lucky, White Shoulders and Curve.  In addition to
its fragrance portfolio, RDEN produces the Elizabeth Arden skin
care lines, including Ceramide, Intervene and PREVAGE brands and
the Elizabeth Arden color cosmetics lines.

Sales for the last twelve months ended September 30, 2010, were
approximately $1.1 billion.


ELIZABETH ARDEN: S&P Puts 'B' Issue-Level Rating on $225MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '5' recovery rating to Elizabeth Arden Inc.'s new
$225 million 10-year senior unsecured notes.  The '5' recovery
rating indicates expectations for modest (10%-30%) recovery of
principal in the event of payment default.  The company issued the
new senior notes to replace the existing $220 million 7.75% senior
subordinated notes, finance a tender premium, and pay transaction
expenses.

The 'B+' corporate credit rating on the company remains unchanged.

                           Ratings List

Elizabeth Arden Inc.
Corporate Credit Rating            B+/Stable/--

New Rating:

Elizabeth Arden Inc.
Senior Unsecured
  $225 million 10-year notes        B
   Recovery Rating                  5


EQUIPOWER: S&P Assigns Preliminary BB- Rating on $425MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to Equipower's $425 million senior secured term loan due
2018 and $100 million senior secured revolver due 2016.  In
addition, S&P assigned a preliminary recovery rating of '1' on
both series of debt, indicating the expectation for a very high
(90% to 100%) recovery in the event of default.  The preliminary
ratings are subject to receipt and review of final documentation,
including an acceptable depository agreement for cash management,
acceptable ringfencing provisions, and an acceptable non-
consolidation opinion of Equipower from its unrated owners. The
outlook is stable.

Equipower was created to invest in a diversified portfolio of
power assets using proven combined cycle gas turbine technologies.
Equipower owns three facilities in New England: Dighton (168
megawatts), Lake Road (812 MW), and MassPower (264 MW).  Equipower
is in the process of acquiring an additional asset, Milford Power,
a Milford, Conn.-based 548 MW power generation facility.  The
assets have a total capacity of 1,792 MW.  The project is owned by
two private equity funds, Energy Capital Partners II and Energy
Capital Partners II LLC; effectively single ownership.


ERNEST G EARL: Bankr. Court Dismisses Willard Smith Suit
--------------------------------------------------------
Bankruptcy Judge Kay Woods dismisses the suit, Willard Smith, v.
Ernest G. Earl, Adv. Pro. No. 10-4096 (Bankr. N.D. Ohio), at
defendant's request.

Ernest G. Earl filed a voluntary petition pursuant to Chapter 11
(Bankr. N.D. Ohio Case No. 10-40010) on January 4, 2010.  On April
29, 2010, Plaintiff filed Complaint to Determine Dischargability
of Debts and to Obtain Other Relief Pursuant to 11 U.S.C. Sec. 523
(a)(2); Sec. 523 (a)(6); and Sec. 727 et seq.  Defendant filed the
Motion to Dismiss on November 1, 2010, alleging that he "did not
receive proper service of Plaintiffs' [sic] Complaint."

The Court says Plaintiff did not comply with Rule 7004, service
upon Defendant was defective.  The Court finds the Motion to
Dismiss well taken and grants the Motion to Dismiss.

A copy of the Court's December 26, 2010 Memorandum Opinion is
available at http://is.gd/kykTffrom Leagle.com.


EVERGREEN ENERGY: Khan Ilyas Discloses 6.2% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, Ilyas Khan, ECK & Partners
Holdings Limited, and Crosby Special Situations Fund, disclosed
that they beneficially own 1,238,150 shares of common stock of
Evergreen Energy Inc., representing 6.2% of the shares
outstanding.  On November 10, 2010, there were 18,888,491 shares
of the Company's common stock, $.001 par value, outstanding.

Mr. Khan owns 88% of ECK & Partners Holdings Limited.  Crosby
Special Situations Fund Limited is a wholly-owned subsidiary of
ECK & Partners Holdings Limited.

CSSF acquired the warrants to purchase 1,238,150 shares of Common
Stock pursuant to a professional services agreement with the
Company.  In the event such warrants are exercised, CSSF will use
its working capital to purchase the shares of Common Stock in the
total amount of $1,166,956.

CSSF disclosed that it did not acquire the warrants beneficially
owned by it using funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading
or voting such warrants to purchase Common Stock.

                       About Evergreen Energy

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

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

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


EVERGREEN ENERGY: Officers Exercise Option to Buy Common Shares
---------------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission on January 10, 2011, officers at Evergreen Energy Inc.,
disclosed that they exercised their option to purchase common
stock of the Company on January 7, 2011:

                                                   Shares
                            Number of        Beneficially Owned
   Officer/Director          Shares          After Transaction
   ----------------         ---------        -----------------
   William G. Laughlin       125,000              172,500
   Kevin E. Milliman         180,000              185,001
   Diana L. Kubik            165,000              187,500
   Thomas H. Stoner, Jr.     260,000              301,667

Evergreen Energy Inc. common stock was subject to a 1-for-12
reverse stock split, effective August 20, 2010.

                       About Evergreen Energy

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

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

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


EXIDE TECHNOLOGIES: Moody's Assigns 'B2' on Proposed $675MM Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Exide
Technologies' proposed $675 million of senior secured notes and
affirmed the B3 Corporate Family and Probability of Default
Ratings of Exide.  In a related action, the ratings on the
company's existing debt were affirmed and will be withdrawn upon
repayment from the net proceeds of the new senior secured note.
The rating outlook is positive.

The $675 million of new senior secured notes will mature in 2018.
The net proceeds from the proposed notes will be used to repay
Exide's existing senior secured term loans, redeem the outstanding
10.5% senior secured junior-lien notes, and for general corporate
purposes.  The consummation of the notes offering is expected to
be conditioned upon the company concurrently entering into a new
$200 million senior secured asset-based revolving credit facility,
as well as other customary conditions.

Ratings assigned:

Exide Technologies

* B2 (LGD3 33%) to the new $675 million of senior secured notes
   due 2018;

Ratings affirmed:

Exide Technologies

* B3, Corporate Family Rating;
* B3, Probability of Default Rating;

Positive Rating Outlook

* Ba2, to the existing $200 million asset based revolving credit
   facility, this rating will be withdrawn upon replacement;

* B3 (LGD3, 45%), to the $290 million of senior secured junior-
   lien notes due March 2013, this rating will be withdrawn upon
   repayment;

Exide Technologies and its foreign subsidiary Exide Global
Holdings Netherlands CV:

* Ba3 (LGD2, 17%), to the $130 million senior secured term loan
   at Exide Technologies, this rating will be withdrawn upon
   repayment;

* Ba3 (LGD2, 17%), to the $165 million senior secured term loan
   at Exide Global Holdings Netherlands CV, this rating will be
   withdrawn upon repayment.

Exide's B3 Corporate Family Rating continues to incorporate the
company's leveraged profile, cyclical industry characteristics,
and raw material pricing pressure.  Upon completion of the
discussed refinancing, Debt/EBITDA will increase slightly to about
5.0x from about 4.6x, pro forma for the LTM period ending
September 30, 2010.  Approximately 65% of Exide's revenues are
derived in the transportation segment with about 85% of this
business related to the more stable replacement aftermarket.

However, the remainder of Exide revenues are affected by the
cyclical industrial industries in Europe and ROW and North
America.  The ratings benefit from most of Exide's North American
lead requirements being supplied by owned lead recycling plants.
However, the company's European operations are largely supplied
through third parties, exposing the company to increasing lead
prices.  The rating also incorporates the challenges the company
faces to replace lost business to competitors with profitable
relationships with new customers.

The positive rating outlook reflects Moody's expectation of
generally improving global economic conditions, particularly in
the U.S., combined with Exide's improved cost structure following
prior year restructuring actions, and the company's ability to
mitigate raw material cost through price escalating arrangements
with its OEM customers and other pricing action.  These factors
along with additional business should generate improving credit
metrics over the intermediate-term.

Exide's liquidity as of September 30, 2010 consisted of cash of
approximately $77.4 million and $126.6 million of availability
under the existing $200 million asset based revolving credit
facility maturing May 2012.  Upon completion of the proposed note
offering Exide's cash balances are expected to increase by about
$73 million.  Moody's anticipates that Exide will generate
breakeven to modestly positive free cash flow over the next twelve
months as global economies recover.  Exide's existing credit
agreement does not contain any financial maintenance covenants,
although a springing fixed charge covenant of 1.0x becomes
effective if availability under the asset based revolving credit
facility falls below $40 million.  Moody's does not anticipate
availability falling below this level over the next twelve-month
period.  The new senior secured notes are not expected to have
financial maintenance covenants and the new asset based revolving
credit facility is expected to have financial covenants similar to
the existing facility. The proposed senior secured notes and asset
based revolving credit facility are expected to have similar
conditions.

The last rating action was on August 13, 2010, when the B3
Corporate Family rating was affirmed.

Exide Technologies' existing $60 million floating rate convertible
subordinated note due September 2013 is not rated by Moody's.

Future favorable rating events include further operational
improvements resulting in higher margins and cash flow, and the
achievement of debt reduction.  Consideration for upward rating
migration would arise if any combination of these factors were to
increase EBIT/interest coverage consistently over 1.7x and result
in leverage approaching 4.0x.

Future events that have the potential to lower Exide's outlook or
ratings include lower global demand in the company's end markets,
an inability to manage commodity cost fluctuations, lower
operating performance due to the inability to offset lower demand
with restructuring savings, market share losses, or a more
competitive pricing environment.  Consideration for a lower
outlook or rating also could result from a deteriorating liquidity
profile, or EBIT/interest coverage consistently below 1.0x.

The principal methodologies used in this rating were Global
Automotive Supplier Industry published in January 2009, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Exide, headquartered in Milton, GA, is one of the largest global
manufacturers of lead acid batteries.  The company manufactures
and supplies lead acid batteries for transportation and industrial
applications worldwide. Revenues for the fiscal year ending
March 31, 2010, were $2.7 billion.


EXIDE TECHNOLOGIES: Standard & Poor's Assigns B Issue Level Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating on Alpharetta, Ga.-based Exide
Technologies' proposed $675 million senior secured notes.  S&P
expects the notes to be issued in a single tranche maturing in
2018.  At the same time, S&P affirmed S&P's 'B' corporate credit
rating on Exide.  The outlook is stable.

S&P expects proceeds from the proposed notes to be used primarily
to refinance existing secured and unsecured debt and to add to
cash balances.  Total debt would increase by about $105 million,
by S&P's calculations.  Still, adjusted debt leverage would remain
within S&P's expectations for the 'B' rating, at about 4.1x based
on EBITDA for the 12 months ended Sept. 30, 2010, compared with
about 3.7x under the Company's current debt structure.  In S&P's
view, the slight increase in leverage would be partially offset by
the extension of significant debt maturities to 2018 and improved
liquidity.  S&P does not net cash against debt in S&P's leverage
calculation.

"The ratings on Exide Technologies reflect what we consider to
be the Company's aggressive financial risk profile, which
incorporates S&P's expectation that sales and profitability will
improve gradually as demand increases," said Standard & Poor's
credit analyst Nancy Messer.  "We believe cash generation will
remain volatile because of the Company's exposure to lead prices.
The ratings also reflect Exide's vulnerable business risk profile,
marked by tough competition in the automotive and industrial
battery businesses, exposure to volatile lead prices, and high
fixed costs and capital intensity," she continued.

Exide's financial results in the quarter ended Sept. 30, 2010,
showed continued gradual improvement from a year ago. Sales rose
10.5%, year over year, excluding the effect of foreign currency
translation, although this was largely because of contractual
price adjustments with customers that allowed for pass-through of
lead costs.

Capital investments in the year ahead will be targeted for
automation, productivity enhancements, and absorption glass mat
(AGM) battery capacity in Europe.

S&P's assumption for fiscal 2011 is that sales will increase
marginally and adjusted EBITDA will improve by about 12% to 14%.
These assumptions include the effect of the loss of Wal-Mart
Stores Inc. as an automotive battery customer.  This business,
which represented about 5.5% of total sales and 15% of Exide's
Transportation Americas segment, was phased out as of October
2010.  Exide has said it expects to make up for all the lost Wal-
Mart sales over time with new customer contracts.  However, S&P
believes Exide's goal may be difficult to attain in the near term,
given what appears to be increased price competition in the
market.

In S&P's view, the slow economic recovery and potential for
continued weak demand could pressure Exide's financial results.
The Company's industrial battery business in Europe and the rest
of the world was its poorest-performing in the quarter ended
Sept. 30, 2010, and for the previous fiscal year.  Although the
Company recently closed a high-cost facility in the U.K., S&P
believes results may remain weak for the next year or two because
of lingering overcapacity and the tenuous economic situation in
Europe.

The stable outlook reflects S&P's view that Exide would be able to
maintain credit ratios and access to liquidity that are consistent
with the current rating, even if demand recovery in its key
segments remains lackluster amid a weak economic recovery.

S&P could lower the rating if free operating cash flow turns
significantly negative, about $15 million or more, which could
occur most likely because of upside lead price volatility that
leads to large swings in working capital.  S&P could also lower
the rating if leverage exceeds 5x, including S&P's adjustments,
although S&P considers this scenario unlikely in the absence of
any significant increase in debt.

S&P could raise the rating if the Company can consistently
generate annual free cash flow of at least $20 million.  S&P
believes this would demonstrate an ability to adequately manage
high working capital swings that can consume cash when lead
prices spike.  In addition, the Company would need to permanently
reduce leverage to 3.5x or better, which could occur if EBITDA
margins are sustained at 9.5% or better, including S&P's
adjustments.


FKF MADISON: Court Sidelines Ian Eichner in Fight Over Firm
-----------------------------------------------------------
Dow Jones' Small Cap reports that Bankruptcy Judge Kevin Gross
sidelined would-be financier Ian Bruce Eichner from a looming
fight for control of the One Madison Park condominium project.

Developer Ian Bruce Eichner has offered a $40 million investment
for One Madison.  The bid is being backed by Ira Shapiro, one of
the project's initial developers.

Calling Mr. Eichner's interest in the development "speculative"
and "contingent," Judge Kevin Gross rejected Mr. Eichner's bid to
intervene in a court fight between Ira Shapiro, one of the
project's initial developers, and investment funds connected to
Cevdet Caner, who made his name in German real-estate deals,
according to Dow Jones'.

The report relates that Mr. Caner, of Monaco, says he's lining up
money to get One Madison Park back on its feet.  The project ran
out of money and into trouble with lenders last year, the report
notes.

Now the real estate is in the hands of a state court-appointed
receiver, while companies that manage the project are in
bankruptcy court, Dow Jones' discloses.

The report relates that the question of who will lead them out of
bankruptcy has spawned a corporate tug-of-war.  Funds connected to
Caner claim majority voting power over the stalled project, the
report adds.

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


FLAKEBOARD CO: S&P Withdraws 'B' Rating on $225 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' issue-level
rating and '4' recovery rating on Flakeboard Co. Ltd.'s proposed
US$225 million senior secured notes issue.  The rating withdrawal
follows Flakeboard's decision to not proceed with financing
at this time.  Flakeboard had intended to use the proceeds from
the senior notes issue (along with a proposed US$45 million asset
based revolving credit facility that has been also withdrawn) to
refinance its existing bank debt that matures in mid-2012.
Despite the withdrawal of refinancing, S&P believes that the
company's liquidity remains adequate.  S&P understands Flakeboard
has more than US$25 million of liquidity consisting of cash and
revolver availability.  The revolving credit facility matures in
July 2011, and S&P expects the company will be able to refinance
the facility in the next several months.


FRE REAL ESTATE: Section 341(a) Meeting Scheduled for Feb. 2
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of FRE Real
Estate, Inc.'s creditors on February 2, 2011, at 11:15 a.m.  The
meeting will be held at Office of the U.S. Trustee, 1100 Commerce
Street, Room 976, Dallas, TX 75242.

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

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

Dallas, Texas-based FRE Real Estate, Inc., filed for Chapter 11
bankruptcy protection on January 4, 2011 (Bankr. N.D. Tex. Case
No. 11-30210).  John P. Lewis, Jr., at the Law Office of John P.
Lewis, Jr., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to $500 million.


FRE REAL ESTATE: U.S. Bank Opposes Cash Collateral Use
------------------------------------------------------
U.S. Bank, National Association, a creditor of FRE Real Estate,
Inc., does not consent to the use of any property constituting its
cash collateral.

U.S. Bank asks that its cash collateral must be segregated and
separately accounted for.

USB is the successor beneficiary under a deed of trust and
security agreement executed by Transcontinental Westgrove Inc.,
as grantor, for the benefit of Dynex Commercial Inc., dated
February 18, 1998, filed of record in Volume 98034, Page 01854 et
seq, in the Dallas County, Texas Real Property Records, granting
the bank liens on or related to real property and improvements
described in the Deed of Trust.  All rights under the Deed of
Trust and the debt it secures were assigned to USB.

Transcontinental has transferred title to the Property to FRE
Real Estate Inc.  USB is the successor beneficiary to Dynex under
the Deed of Trust and related loan documents between
Transcontinental and Dynex.

As a result, USB is the successor beneficiary under an assignment
of rents contained in the Deed of Trust and a separate Assignment
of Leases and Rents, also dated February 18, 1998, filed of record
at Volume 98034, Page 01933, et seq. in the Dallas County, Texas
Real Property Records.  Under the Assignment of Rents, USB has
been absolutely assigned all rents or revenues of any kind
generated by the Property.  Rents constitute cash collateral.

USB is represented by Stephen Sakonchick, II -- sakon@flash.net --
at Stephen Sakonchick II, P.C.

Dallas, Texas-based FRE Real Estate, Inc., filed for Chapter 11
bankruptcy protection on January 4, 2011 (Bankr. N.D. Tex. Case
No. 11-30210).  John P. Lewis, Jr., at the Law Office of John P.
Lewis, Jr., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to $500 million.


FRE REAL ESTATE: Wells Fargo Wants Ch. 11 Case's Dismissal
----------------------------------------------------------
Wells Fargo Capital Finance, Inc., a major secured creditor of FRE
Real Estate, Inc., has asked the U.S. Bankruptcy Court for the
Northern District of Texas to dismiss the Debtor's Chapter 11
bankruptcy case on the grounds that the Petition was filed in bad
faith or, in the alternative, to convert the case to a Chapter 7
case.

Prior to the Debtor's filing the Petition seeking relief from its
creditors, these actions were taken by the Debtor and its
affiliates:

     a. Within the two-week period preceding the filing of the
        Petition by the Debtor, TCI Texas Properties, LLC, an
        affiliate of the Debtor, transferred to the Debtor 10
        properties constituting the first lien collateral of
        Wells Fargo and securing the repayment of approximately
        $8.2 million of indebtedness owing to Wells Fargo;

     b. Within the two-week period preceding the filing of the
        Petition by the Debtor, Income Opportunity Realty
        Investors, Inc., an affiliate of the Debtor, transferred
        to the Debtor certain properties, constituting the first
        lien collateral of NexBank (whose special servicer is
        Highland Capital Management) and securing the repayment of
        approximately $65 million of indebtedness owing to
        NexBank;

     c. Within the two-week period preceding the filing of the
        Petition by the Debtor, Transcontinental Investors, Inc.,
        an affiliate of the Debtor, transferred to the Debtor
        certain property; and

     d. Within the two-week period preceding the filing of the
        Petition by the Debtor, three affiliates of the Debtor
        transferred to the Debtor certain properties, constituting
        the first lien collateral of RMR Investments, Inc., and
        securing the repayment of approximately $7.5 million of
        indebtedness owing to RMR Investments, Inc.

According to Wells Fargo, the bankruptcy filing was designed by
the Debtor to impede Wells Fargo's ability to exercise its rights
and remedies against TCI -- and to wrongfully manipulate the
bankruptcy system by frustrating the rights and remedies of
numerous other secured creditors with other collateral transferred
on the eve of bankruptcy by their respective borrowers into the
Debtor.

Wells Fargo asks that the Court find that the wrongful transfers
to the Debtor (in the weeks prior to the Debtor's filing its
Petition) of TCI's property, constituting Wells Fargo's
collateral, constitutes "cause" for the dismissal of the Debtor's
case, or alternatively, that there is "cause" to convert the
Debtor's case to a case under Chapter 7.

"The Debtor's unsecured debts are minimal compared to its secured
debts.  It appears the Debtor has no employees, and the Debtor
conducts all of its business through retaining the services of its
affiliates.  The Debtor has no means of servicing the debt other
than through the transferred property and the Debtor's attempts to
try to use the encumbered cash and rents constituting other
lenders' collateral to try to pay the costs in connection with the
maintenance, security, insurance, and protection of the Real
Estate Collateral," Wells Fargo stated.

K&L Gates LLP represents Wells Fargo.

Dallas, Texas-based FRE Real Estate, Inc., filed for Chapter 11
bankruptcy protection on January 4, 2011 (Bankr. N.D. Tex. Case
No. 11-30210).  John P. Lewis, Jr., at the Law Office of John P.
Lewis, Jr., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to $500 million.


GALLENTHIN REALTY: Section 341(a) Meeting Scheduled for Feb. 3
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Gallenthin
Realty Development, Inc.'s creditors on February 3, 2011, at
12:00 p.m.  The meeting will be held at Bridge View Building,
Suite 102, 800 Cooper Street, Camden, NJ 08101.

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.

Woodbury, New Jersey-based Gallenthin Realty Development, Inc.,
filed for Chapter 11 bankruptcy protection on December 30, 2010
(Bankr. D. N.J. Case No. 10-50011).  Joseph T. Threston, III,
Esq., who has an office in Riverton, New Jersey, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $100,001 to $500,000.


GALLENTHIN REALTY: Taps George A. Gallenthin as Bankr. Counsel
--------------------------------------------------------------
Gallenthin Realty Development, Inc., asks for authorization from
the U.S. Bankruptcy Court for the District of New Jersey to employ
the law firm of George A. Gallenthin, III, as bankruptcy counsel,
pro hac vice.

The Firm will represent the Debtor in its bankruptcy case.

Woodbury, New Jersey-based Gallenthin Realty Development, Inc.,
filed for Chapter 11 bankruptcy protection on December 30, 2010
(Bankr. D. N.J. Case No. 10-50011).  The Debtor estimated its
assets at $50 million to $100 million and debts at $100,001 to
$500,000.


GARNET BIOTHERAPEUTICS: Organizational Meeting on Jan. 20
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on January 20, 2010, at 10:00 a.m.
in the bankruptcy case of Garnet BioTherapeutics, Inc.  The
meeting will be held at J. Caleb Boggs Federal Building 844 King
Street, Room 5209 Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Malvern, Pennsylvania-based Garnet BioTherapeutics, Inc., filed
for Chapter 11 protection on Dec. 28, 2010 (Bankr. D. Del. Case
No. 10-14165).  William A. Hazeltine, Esq., at Sullivan Hazeltine
Allinson LLC, in Wilmington, Delaware, serves as counsel.
The Debtor estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


GENERAL MOTORS: Wants Performance-Based Pay for Union Workers
-------------------------------------------------------------
Sharon Terlep, writing for The Wall Street Journal, reports that
General Motors Co. wants pay for union-represented workers be tied
to employees' work performance and the company's financial health
-- much like the way its salaried workers are paid.  The report
notes this would be a major shift in how generations of auto
workers have been compensated.

According to Ms. Terlp, GM Vice Chairman Stephen Girsky said
Tuesday at the Detroit auto show GM wants more flexible pay levels
for workers as a way to encourage better performance and avoid
locking the company into handing out big raises when the company
isn't performing well.

"They are trying to give hourly workers the same metrics as
salaried workers," Mr. Girsky said, according to Ms. Terlep.
"There is a big pay-for-performance element going through the
company and there is going to be more of it."

The Journal says the union and U.S. auto makers are also exploring
the idea of a profit-sharing formula as a way for workers to cash
in on the industry's improving fortunes.

Ms. Terlep also reports that Ron Bloom, the U.S. Treasury's point
person on GM, said Tuesday that the recent surge in GM's stock
price bodes well for the company's goal to cut ties with the U.S.
government.  Mr. Bloom said the administration is pleased with
GM's share performance and "serious" about selling the remainder
of its stake in the company.

The U.S. Treasury reduced its GM stake to 26.5% from 61% in
November's $23.1 billion GM initial public stock offering.

The report relates Mr. Bloom said the Treasury will balance its
desire to exit from GM with an obligation to recoup as much as
possible of the government's $50 billion bailout of GM.  He said
too much uncertainty remains around GM's performance and the
health of the overall auto market to know whether the Treasury
could meet its objectives with major stock sale in 2011.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GOLDEN CHAIN: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Golden Chain, Inc.
        873 West 9th Street
        San Jacinto, CA 92582

Bankruptcy Case No.: 11-10793

Chapter 11 Petition Date: January 10, 2011

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Thomas J. Polis, Esq.
                  POLIS & ASSOCIATES, APLC
                  19800 MacArthur Boulevard, Suite 1000
                  Irvine, CA 92612-2433
                  Tel: (949) 862-0040
                  Fax: (949) 862-0041
                  E-mail: tom@polis-law.com

Scheduled Assets: $10,539,890

Scheduled Debts: $412,048

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-10793.pdf

The petition was signed by Lawrence Allen, president.


GREATER ATLANTIC & PACIFIC: Albertson Opposes Lease Rejection
-------------------------------------------------------------
Albertson's LLC has opposed the rejection of a sublease agreement
with Super Fresh/Sav-A-Center Inc., saying its rights under the
bankruptcy laws "are not adequately provided for."

Albertson's entered into the agreement to lease a nonresidential
real property in Louisiana from Super Fresh, a debtor affiliate
of The Great Atlantic & Pacific Tea Company Inc.  Super Fresh
leased the property from the landlord, Premier Centre LLC.

The sublease agreement is one of those unexpired leases, which
the Debtors designated for rejection.

Nathan Haynes, Esq., at Greenberg Traurig LLP, in New York, says
a rejection of the sublease could result in significant damages
to Albertson's.  He said Albertson's would be required to pay
more than $5.8 million in rent to Premier Centre and spend more
than $650,000 to wind down its operations at the leased premises.

"Albertson's seeks to preserve all rights it may have under state
law to remain in possession of the premises and to adhere to the
terms of the sublease notwithstanding the rejection of the
sublease," Mr. Haynes says in court papers.

The proposed rejection of the Debtors' unexpired leases also drew
criticism from Family Fare LLC, Pine Grove Plaza Limited
Partnership, Ashley Livonia A&P LLC and GE Commercial Finance
Business Property Corporation.

Family Fare, which has an existing sublease agreement with
Borman's Inc., objects to the proposed rejection of the sublease
to the extent it would affect or impair its right to demand a so-
called "non-disturbance agreement" from the landlord.

Ashley Livonia and GE Commercial seek a court order determining
that Borman's monthly rent obligation is $338,695 and not
$284,487.

Meanwhile, Pine Grove asks the Court that an order allowing
rejection of its lease with Borman's must provide for a rejection
date that allows it to negotiate a lease with Cutting Edge Health
& Fitness Inc.

Cutting Edge subleased from Borman's a portion of the premises
located in Port Huron, Michigan, which Pine Grove leased out to
Borman's under an agreement dated April 20, 1990.  The agreement
is set to expire on January 31, 2012.

                        Debtors Respond

In a statement filed with the Court, the Debtors argued that it
is appropriate for the Court to approve the proposed rejection
date.

"While Section 365 of the Bankruptcy Code does not specifically
address the effective date of rejection, courts may exercise
their discretion in setting effective rejection dates," said the
Debtors' lawyer, Ray Schrock, Esq., at Kirkland & Ellis LLP, in
New York.

In response to Pine Grove's objection, Mr. Schrock clarified that
they have already sent a letter to the subtenant, instructing it
to pay all its rent directly to Pine Grove.  He further clarified
that the property was already in the possession of Pine Grove
prior to December 12, 2010, and that they have already notified
the landlord of their intent to reject the lease.

The Debtors are already negotiating with Ashley Livonia and GE
Commercial in connection with their objections, according to Mr.
Schrock.

Craig Feldman, Esq., Senior Counsel, Real Estate, for A&P filed a
declaration with the Court in support of the Debtors' proposed
rejection of their unexpired leases.

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

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


GREATER ATLANTIC & PACIFIC: Noteholders Opposed DIP Approval
------------------------------------------------------------
A group of secured noteholders opposed final court approval of The
Great Atlantic & Pacific Tea Company Inc.'s proposed debtor-in-
possession financing, saying A&P entered into the financing to
prime the group's collateral position.

"The Debtors in these cases propose to prime the liens held by
the secured noteholders without providing truly adequate
protection of the rights and interests of the secured
noteholders," the group's lawyer, Edward Weisfelner, Esq., at
Brown Rudnick LLP, in New York -- eweisfelner@brownrudnick.com--
asserts.

A&P and its affiliated debtors earlier obtained interim approval
from the U.S. Bankruptcy Court for the Southern District of New
York to borrow up to $800 million from JPMorganChase Bank and a
group of lenders.  The proposed DIP financing will be considered
for final approval at the hearing today.

Mr. Weisfelner said that instead of being subordinated to
only $331.7 million in debt secured by senior liens, the
secured noteholders' lien would be subordinated to as much as
$950.5 million in debt if the Court approved the proposed
financing.

The group, which reportedly holds lien on most of the Debtors'
assets, are holders of about 44% of the outstanding 11 3/8%
senior secured notes issued by A&P.

Mr. Weisfelner said that aside from this priming, the Debtors
also seek to impair the rights of the secured noteholders to
participate in their bankruptcy cases.

"In light of the potential for material diminution in the value
of their secured interest, the secured noteholders are entitled
to adequate protection capable of compensating them for this
loss," Mr. Weisfelner said in court papers.

"Otherwise, the priming lien and restrictions on the exercise of
their rights and remedies will violate the secured noteholders'
constitutionally protected property interests," he said.

The proposed financing also drew flak from The Bank of New York
Mellon Trust Company N.A., Onyx Equities LLC, CWCapital Asset
Management LLC and ORIX Capital Markets LLC.

BNY Mellon, the proposed successor to Wilmington Trust Company as
indenture trustee for the secured noteholders, demanded
protection for its collateral.  The bank expressed concern over
the possible diminution of the value of its collateral given the
imposition of the automatic stay and the stacking of the DIP
lenders' priming liens.

For their part, Onyx Equities, CWCapital Asset and ORIX Capital
said they will oppose the DIP financing to the extent the final
order grants the DIP lenders lien or security interest in the
Debtors' leases.

CWCapital Asset and ORIX Capital are special servicer of various
trusts while Onyx Equities was appointed by a district court as
property receiver for a shopping center in Hamilton, New Jersey.

A&P leases and operates one of its stores at the shopping center
under an agreement with the landlord, Cobalt Realty LLC.

A group of landlords also opposed the terms of the proposed final
order, saying the terms grant the lenders a first priority lien
directly on its lease contracts with the Debtors.

The landlords include Basser-Kaufman, Developers Diversified
Realty Corporation, Equity One Inc., Philips International,
Regency Centers L.P. and Woodbridge Plaza LLC.  The Debtors lease
from the landlords retail space in various shopping centers in
Connecticut, Maryland, Michigan, New Jersey and New York.

"The Debtors fail to justify why the lenders require liens
directly on the leases," said the group's lawyer, Robert LeHane,
Esq., at Kelley Drye & Warren LLP, in New York.  He pointed out
that the Debtors do not have any basis to invalidate the terms of
the leases through the proposed final order.

The group also criticized the "broad grant of rights and
remedies" to the DIP lenders to use the leased space if the
Debtors default under the terms of the DIP financing.

The group asked the Court to deny the proposed financing unless
the proposed final order "limits any lien to the proceeds of the
sale of the leases and not the leases themselves," and modifies
the DIP lenders' remedies in case of a default by the Debtors.

Other landlords, which include The Centro Properties Group,
Inland US Management LLC and Simon Property Group Inc., also
objected to the proposed final order.  They complained that the
final order grants the DIP lenders lien directly on the Debtors'
leases and that the Debtors are seeking authority to encumber
most of their assets and render unenforceable certain provisions
of their leases without justification.

                   Debtors, JPMorgan Respond

The Debtors asked the Court to overrule the objection of the
secured noteholders, arguing that the intercreditor agreement
provides for the advance consent of any DIP financing.

The Debtors' lawyer, Paul Basta, Esq., at Kirkland & Ellis LLP,
in New York, cited Section 6.1(a) of the intercreditor agreement,
which provides that if the pre-bankruptcy secured lenders consent
to any financing or any order for the use of cash collateral,
then BNY Mellon will raise no objection and will not support any
objection as long as certain conditions are met.

These conditions include the retention of BNY Mellon's lien on
the pre-bankruptcy collateral, all liens on the collateral
securing any DIP financing are senior to or on parity with the
liens securing the pre-bankruptcy revolving facility, among other
conditions, and the maximum principal amount of the DIP financing
does not exceed $850 million.

"The prepetition secured lenders have consented to the DIP
financing and such consent is evidenced in a payoff executed by
the prepetition secured lenders," Mr. Basta said referring to the
Debtors' December 14, 2010 letter to Bank of America N.A. that
was executed in connection with the financing.

Mr. Basta pointed out that the secured noteholders also
acknowledged that if the requirements of the intercreditor
agreement are satisfied, they would be precluded from objecting
to the DIP financing.

The Debtors' lawyer said that the secured noteholders are "more
than adequately protected" and that the DIP financing in itself
provides protection to the noteholders.

"Without the DIP financing and the use of cash collateral, the
Debtors could be forced into an immediate shutdown and
liquidation, resulting in diminished value of the estates and
diminished distributions to all creditors," Mr. Basta said.

To address the other issues raised by the secured noteholders,
the Debtors made revisions to the proposed final order and the
DIP credit agreement.  These changes include new provisions
clarifying that the cash collateral is collateral of the secured
noteholders and the secured lenders and that the noteholders are
"third" in relation to distributions of any proceeds recovered or
received under the Debtors' insurance policies.

Full-text copies of the revised proposed final DIP order and the
DIP credit agreement are available without charge at:

  http://bankrupt.com/misc/A&P_RevisedpropfinalDIPorder.pdf
  http://bankrupt.com/misc/A&P_AmendedDIPAgreement.pdf

Mr. Basta also asked the Court to overrule the objection of the
landlords that the proposed final order contravenes the terms of
their lease contracts as well as their rights under the
bankruptcy laws.  He argued that the bankruptcy laws permit the
grant of liens in the Debtors' leases notwithstanding any
restriction in the leases on encumbrances.

For its part, JPMorgan said in a statement filed with the Court
that the secured noteholders, BNY Mellon and the landlords raised
a number of objections without providing any factual or legal
support.

            Creditors Committee Withdraws Objection

The Official Committee of Unsecured Creditors previously filed an
objection to the proposed DIP financing but it eventually dropped
its objection in light of an agreement it reached with the DIP
lenders addressing its concerns as well as the revisions made in
the proposed final order.

The Creditors Committee described the terms of the initial
proposed final order as "overreaching" and called for their
revisions to "strike a reasonable balance" among the interests of
the Debtors, lenders and unsecured creditors.

Among the changes sought by the Creditors Committee include
limiting any waiver of the Debtors' rights to surcharge
collateral to the DIP lenders' collateral; exempting the Debtors'
avoidance power actions and any proceeds thereof from the liens
granted to the secured lenders and noteholders as adequate
protection; and increasing from $100,000 to $300,000 the cap on
the fees and expenses of its professionals relating to
investigation and prosecution of claims against the secured
lenders and noteholders.

In connection with the DIP financing, the Debtors filed with the
Court a copy of the December 10, 2010 fee letter that was
executed by A&P and J.P. Morgan Securities LLC.  A copy of the
letter is available without charge at:

  http://bankrupt.com/misc/A&P_FeeletterDIP.pdf

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

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


GREATER ATLANTIC & PACIFIC: Resolves Committee "1st Day" Issues
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Great
Atlantic & Pacific Tea Company Inc. withdrew a statement it filed
with the Bankruptcy Court reserving its rights to raise any issues
at the hearing on these motions filed by the Debtors:

  * motion to continue using their existing cash management
    system.

  * motion to honor their pre-bankruptcy employee obligations.

  * motion to maintain and administer their customer programs.

  * motion to pay warehousing charges and claims of so-called
    "miscellaneous lien claimants."

  * motion to pay the pre-bankruptcy claims of so-called
    critical vendors.

  * motion to pay their prepetition taxes, business license and
    other fees.

  * motion to release certain funds held in trust and to honor
    obligations under their prepetition consignment and deposit
    arrangements.

  * motion to establish notification and hearing procedures for
    the transfers of equity securities.

  * motion for interim compensation and reimbursement of
    expenses of professionals retained in their Chapter 11
    cases.

The Creditors Committee and the Debtors have reportedly resolved
all issues with respect to the motions.

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.

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


GSC GROUP: Can Access Cash Collateral Until January 20
------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York authorized GSC Group Inc. and its
debtor-affiliates to use, on a final basis, cash securing a
secured loan made by Black Diamond Commercial Finance LLC, as
administrative agent and collateral agent.

The Debtors will have access to cash collateral until Jan. 20,
2011.  There is a $400,000 carve-out for unpaid fees and expenses
for retain professionals, and $100,000 carve-out for reasonable
fees and expenses incurred by a trustee under 726(b) of the
Bankruptcy Code.

The Debtors said they owe $209,607,376 plus accrued and unpaid
interest, fees, costs and expenses incurred to Black Diamond.  The
prepetition debt is secured by liens and security interests in
substantially all of the Debtors' assets.

As adequate protection, the prepetition lender will receive valid,
perfected and enforceable continuing replacement security
interests and liens, and current cash payments from the Debtors of
all fees and expenses.

                            About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  It filed for Chapter 11
bankruptcy protection on August 31, 2010 (Bankr. S.D.N.Y. Case No.
10-14653).  Michael B. Solow, Esq., at Kaye Scholer LLP, assists
the Debtor in its restructuring effort.  Epiq Bankruptcy
Solutions, LLC, is the Debtor's notice and claims agent.  Capstone
Advisory Group, LLC, is the Debtor's financial advisor.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $100 million to $500 million.


HANOUR CORP: Shark Club Files for Ch. 11 in Santa Ana, Calif
------------------------------------------------------------
Costa Mesa, California-based nightclub owner Hanour Corporation,
also known as Shark Club, filed for Chapter 11 protection on Dec.
6, 2011 (Bankr. C.D. Calif. Case No. 11-10213), estimating assets
of $100,001 to $500,000 and debts of $500,001 to $1,000,000.

Hanour is represented by:

   Robert P. Goe
   GOE & FORSYTHE, LLP
   18101 Von Karman, Suite 510
   Irvine, CA 92612
   Tel: (949) 798-2460
   Fax: (949) 955-9437
   E-mail: kmurphy@goeforlaw.com

The Orange County Register News reports under a Chapter 11
bankruptcy, the club's owner Gregg Hanour, will be allowed to
operate the club while under the oversight of the bankruptcy
court.


HARBOUR EAST: Leasing Is Not in the Ordinary Course
---------------------------------------------------
Harbour East Development, Ltd., seeks Bankruptcy Court approval to
lease certain units, particularly unit 604, and further seeks
approval for its leasing of all unsold units generally.  The
Debtor also requests the Court clarify whether leasing is within
the Debtor's ordinary course of business pursuant to 11 U.S.C.
Sec. 363(b)(2) or whether approval of leases must be obtained from
the Court.

Bankruptcy Judge A. Jay Cristol approves the Debtor's leasing of
units.  Judge Cristol, however, does not believe leasing is
considered, typically, to be in the ordinary course of the
Debtor's business as a developer.  "However, in these changing
time and uncertain economy, it appears leasing has indeed become
an act of necessity for developers and courts are, more and more,
authorizing the leasing of units by developers," Judge Cristol
says.  Notwithstanding, the Debtor is still required to obtain
consent from primary secured creditor, 7935 NBV, LLC, with respect
to each proposed lease, which consent cannot be unreasonably
withheld.

A copy of the Court's January 6, 2011 Memorandum and Opinion is
available at http://is.gd/kycElfrom Leagle.com.

In a separate decision, Judge Cristol denies the Debtor's request
to strike declaration of Bernard Thibault in opposition to the
Debtor's bid to approve leasing of unsold units.  On September 24,
2010, the Court held an evidentiary hearing on the Leasing Motion.
NBV presented the live expert testimony of Michael Cannon of
Integra Realty as well as the Declaration of Bernard Thibault as a
factual statement in opposition to certain factual allegations
asserted by the Debtor in its Leasing Motion.  The Court holds
that as manager of NBV, Mr. Thibault has personal knowledge of the
Debtor's Property, the administration of this case, and NBV's
reasoning for opposing the leasing of unsold units.

A copy of the Court's January 6, 2011 Memorandum and Opinion is
available at http://is.gd/kydOXfrom Leagle.com.

                       About Harbour East

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.  Harbour East filed for Chapter
11 bankruptcy (Bankr. S.D. Fla. Case No. 10-20733) on April 22,
2010.

The Company filed for Chapter 11 bankruptcy protection on
April 22, 2010 (Bankr. S.D. Fla. Case No. 10-20733).  Michael L.
Schuster, Esq., who has an office in Miami, Florida, represents
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million, as of the Chapter 11 filing.

As reported by the TCR on Jan 4, 2011, Judge Cristol denied the
request of 7935 NBV LLC's request to dismiss the case.


HARRINGTON WEST: Seeks April 8 Plan Exclusivity Extension
---------------------------------------------------------
BankruptcyData.com reports that Harrington West Financial Group
filed with the U.S. Bankruptcy Court a motion seeking to extend
the exclusive period during which the Company can file a
Chapter 11 plan and solicit acceptances thereof through and
including April 8, 2011 and June 7, 2011, respectively.

Harrington West Financial Group, Inc. filed a voluntary petition
to liquidate its assets under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 10-14677) on September 10, 2010.
HWFG, the Debtor, continues to operate its business as a debtor in
possession under sections 1107(a) and 1108 of the Bankruptcy Code.


HII HOLDING: Moody's Puts 'B2' Corporate on Elevated Leverage
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to HII Holding Corporation (Houghton), the holding company
parent of Houghton International, Inc.  In addition, Moody's
assigned B1 ratings to the company's $50 million senior secured
revolver and $315 million secured term loan due 2016.  The rating
outlook is stable.  This is a new rating for the company.  Moody's
previously rated the company before it was acquired by AEA
Investors LLC in December 2007.

Summary of the ratings activity:

HII Holding Corporation

Corporate Family Rating -- B2

Probability of Default Rating -- B2

$50 million Senior Secured Revolver due 2016 - B1 (LGD3, 32%)

$315 million Senior Secured Term Loan B due 2016 - B1 (LGD3, 32%)

Outlook: Stable

Ratings Rationale

The proposed financing transactions will refinance Houghton's
existing bank debt as well as fund the acquisition purchase price
of Shell's metalworking and rolling oil (MWO) business.  The newly
assigned revolver and term loan ratings assume the company will
coincident with this transaction extend the maturity of the
existing subordinated debt to a date after the five year maturity
of the bank debt.

The B2 Corporate Family Rating (CFR) reflects Houghton's elevated
leverage with expected debt to EBITDA of approximately 5x for
2010 (pro forma for the Shell MWO business acquisition), size,
inconsistent free cash flow generation and exposure to cyclical
end markets such as auto and steel production.  Moody's notes that
while operating margins have improved over the past three years,
it is difficult to get a clear picture of the business's earnings
or cash flow generation potential, given the restructuring
activities, acquisitions and fluctuations in global economic
growth over the past three years.  However, based on the company's
unaudited interim financials, they should demonstrate a
substantial improvement in financial performance versus 2009.

The ratings are supported by Houghton's competitive position as
one of the largest suppliers of metal working fluids (number one
in the US and Europe) and chemicals management services,
geographic and operational diversity, modest capital expenditure
requirements, improving operating margins and the recent
restructuring and acquisition activity that should ultimately
improve the company's earnings and growth potential.  The ratings
also benefit from meaningful customer switching costs in certain
applications, long-term customer relationships, low customer
concentration (over 20,000 customers with the top ten customers
accounting for less than 14% of total sales, and over 200 customer
plants under chemical management services) and the necessary
nature of the product, but low cost for its customers'
manufacturing processes.  The B2 ratings incorporate Moody's
expectation that Houghton's free cash flow will improve and be
used to reduce debt.

The stable outlook reflects Moody's expectation that Houghton
will benefit from the improving global economy and successfully
integrate the Shell MWO business acquisition.  The outlook also
reflects Moody's expectation that the company's performance in
the fourth quarter of 2010 will remain consistent with its 2010
interim results and that it will be able to successfully integrate
the Shell MWO business acquisition into its existing businesses.
The ratings could be raised if Houghton were to grow sales, expand
its EBITDA margin and sustain a Free Cash Flow / Debt ratio
exceeding 6.5%. The ratings could be downgraded or the outlook
moved to negative if the company failed to successfully integrate
the Shell MWO business acquisition or to generate positive free
cash flow.

The principal methodologies used in this rating were Global
Chemical Industry published in December 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

HII Holding Corporation's operating subsidiary, Houghton
International Inc. (Houghton), is a specialty chemicals
manufacturer and services firm headquartered in Valley Forge,
Pennsylvania, with a focus on metalworking fluids and chemical
management services. Houghton has announced plans to acquire
Shell's metalworking and hot rolling oil (MWO) business in 2011.
The company is privately owned by funds managed by AEA Investors
LLC.


JAC INSTRUMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JAC Instrument Company
          dba Alexander Homecare
          dba JAC Healthcare Products
        4550 South Maywood Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 11-11022

Chapter 11 Petition Date: January 9, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Steven R. Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Boulevard, Suite 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: 818-774-3707
                  E-mail: emails@foxlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11022.pdf

The petition was signed by Henry Shibata, president.


JANUS CAPITAL: S&P Raises LT Counterparty Credit Rating From BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services said  that it raised its
ratings on Janus Capital Group Inc., including the long-term
counterparty credit rating to 'BBB-' from 'BB+'.  The outlook is
stable.

"The upgrade reflects S&P's opinion that Janus has made
substantial
progress during the past 18 months to deleverage its balance
sheet," said Standard & Poor's credit analyst Charles D. Rauch.
Following the effective defeasance of $92 million of senior notes
due 2011, the Company has called $121 million of senior notes due
2012 and will still have an adequate cash cushion.  On a pro-forma
basis, S&P estimates full-year 2010 debt leverage is now less than
2.0x, and EBITDA interest coverage is more than 5.0x.  Both key
credit metrics are indicative of an investment-grade asset
manager.  But Janus retains a high business risk profile in that
equities comprise more than 90% of assets under management (AUM).
Consequently, the Company's key credit metrics would become
borderline investment grade under S&P's asset-manager stress
scenario, in which we assume AUM and top-line revenues drop by
25%, while operating expenses (except D&A) decline by one-half
that amount.

As a result of the effective defeasance of the 2011 notes and the
call of the 2012 notes, the Company has some breathing room, in
terms of scheduled debt maturities, until 2014, when $82 million
of senior notes and $170 million par value of convertible notes
come due.

AUM grew rather modestly during the past year, solely due to
market appreciation, especially during the last fS&P's months of
2010 when the U.S. stock market rallied.  Janus, like some other
equity-oriented asset managers, endured net asset outflows during
the first nine months of 2010.  The net asset outflows and the
poor one-year investment performance at many of the flagship funds
are major concerns of S&P'ss.  The ratings incorporate S&P's
expectation that net asset outflows will soon abate.

The growth in AUM during the latter part of 2010 bodes well for
modest revenue growth in 2011, which combined with prior years'
expense cuts, must lead to slightly better profit margins and
hearty cash-flow generation.  For the first nine months of 2010,
the EBITDA margin was 34.0% and the pretax profit margin was
19.4%, levels improved from prior years, but that still compare
unfavorably to industry averages.

The stable outlook reflects S&P's expectation that Janus will
continue to follow a more-conservative financial posture and
maintain debt at current levels.  If AUM were to decline
materially from current levels, either because net asset outflows
don't soon abate or stock prices retreat, resulting in materially
weaker credit metrics, S&P could lower the ratings.  S&P does not
see any upgrade potential in the near term.


JOHN TODHUNTER: Bankr. Court Refuses to Halt Foreclosure Sale
-------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer denied John A. Todhunter's bid to
halt a foreclosure sale on his real property, citing the debtor's
likely inability to successfully reorganize.  The foreclosure sale
was slated for January 6, 2011, according to the Court's
memorandum opinion.  The case is John A. Todhunter, v. First
Savings Mortgage Corporation, Adv. Pro. No. 10-1557 (Bankr. E.D.
Va.).  First Savings Mortgage Corporation provided a $940,000
construction loan to the debtor's wife on February 21, 2006.  The
note is in default.

Because of the serial filing, the automatic stay automatically
expired 30 days after the chapter 11 petition was filed.

A copy of the Court's January 4, 2011 Memorandum Opinion is
available at http://is.gd/kytHffrom Leagle.com.

The Debtor first filed for bankruptcy (Bankr. E.D. Va. Case No.
10-14282) on May 24, 2010, under chapter 13 of the Bankruptcy
Code.  The case was dismissed on July 28, 2010.

The debtor filed his second bankruptcy case under Chapter 11
(Bankr. E.D. Va. Case No. 10-17406) on September 1, 2010.  While
he was represented by counsel in the chapter 13 case, he is not
represented by counsel in the Chapter 11 case.


JT LP: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: JT LP, a California Limited Partnership
        10501 Valley Boulevard, #1888
        El Monte, CA 91731

Bankruptcy Case No.: 11-11179

Chapter 11 Petition Date: January 10, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Percy Duran, Esq.
                  LAW FIRM OF PERCY DURAN
                  720 Ganymede Drive
                  Los Angeles, CA 90065
                  Tel: (323) 276-8520

Scheduled Assets: $5,900,000

Scheduled Debts: $9,217,270

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Jean Lang, general partner.


KE KAILANI: Files for Chapter 11 Bankruptcy to Halt Foreclosure
---------------------------------------------------------------
The Associated Press reports that Ke Kailani Development LLC filed
for Chapter 11 protection to prevent a foreclosure auction where
unsold parts of the Ke Kailani subdivision at Mauna Lani Resort in
Hawaii were to be disposed.

The AP reports that Ke Kailani is a company formed by ex-Home Box
Office Chief Executive Michael Fuchs that planned to develop a
$100 million luxury home subdivision on the Big Island.

Ke Kailani Development, LLC, sought Chapter 11 protection on Jan.
5, 2011 (Bankr. D. Hawaii Case No. 11-00019).  Gary Victor Dubin,
Esq., at Dublin Law Offices, in Honolulu, represents the Debtor.
The Debtor estimated assets and debts of $10,000,001 to
$50,000,000 in its Chapter 11 petition.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, at $22 million, The AP relates.


KEYSTONE AUTOMOTIVE: Reaches Deal to Reduce Debt
------------------------------------------------
Keystone Automotive Operations, Inc. has reached agreement with
affiliates of Platinum Equity, LLC and Littlejohn & Co., LLC,
holders of more than 64 percent of its Senior Subordinated Notes
due 2013 on the terms of a recapitalization transaction that is
expected to reduce the Company's outstanding indebtedness and
enhance the Company's ability to compete in the aftermarket auto
parts industry.  Upon consummation, the Transaction would reduce
Keystone's and its parent company's outstanding indebtedness by
approximately $295 million.

"We are very pleased to have reached agreement with the Majority
Holders on the terms of a recapitalization that will reduce debt,
strengthen our balance sheet, and better position us for future
growth opportunities and long-term success," said Ed Orzetti,
President and Chief Executive Officer of Keystone.  "We look
forward to continuing to offer our customers and suppliers the
most comprehensive inventory selection in our industry, the
highest levels of customer service and innovative marketing
support."

Under the terms of the Transaction, Keystone's existing $175
million Senior Subordinated Notes would be converted into new
equity.  As part of the Transaction, the Majority Holders have
agreed to backstop a $60 million rights offering and Bank of
America, N.A. has committed to provide a new asset-based revolving
credit facility.  Goldman Sachs Lending Partners LLC has been
engaged to arrange a new $120 million first lien senior secured
term loan.  The proceeds of the Rights Offering, the New ABL Loan
and the New Term Loan in addition to cash on hand, would be used
to repay the Company's existing ABL revolving credit facility and
senior secured term loan facility.  The Transaction provides that
all trade suppliers will continue to be paid in full for all goods
and services provided to the Company.  Upon the closing of the
Transaction, the Company is projected to have at least $55 million
of total liquidity.

The Company expects to continue to operate in the ordinary course
of business and does not anticipate any significant interruption
to its business.  As of January 1, 2011, Keystone had
approximately $44 million in cash on hand to support its business
operations.  The Company expects the Transaction to be consummated
in the first half of 2011.

Kirkland & Ellis LLP, Miller Buckfire & Co., LLP, and FTI
Consulting, Inc. are serving as legal advisors, investment bankers
and financial advisors, respectively, to Keystone.

Willkie Farr & Gallagher LLP is serving as legal counsel to the
Majority Holders.

                          About Keystone

Keystone, headquartered in Exeter, Pennsylvania, competes as a
distributor in the specialty accessories and equipment segment of
the broader automotive aftermarket equipment industry.  Keystone
is majority-owned by Bain Capital, and had $485 million in
revenues for the LTM period ended October 2, 2010.

                          *     *     *

As reported in the Troubled Company Reporter on December 9, 2010,
Moody's Investors Service downgraded Keystone Automotive
Operations Inc.'s Corporate Family Rating and Probability of
Default Rating to Ca from Caa2 to reflect Moody's concerns about
the sustainability of the company's current capital structure.
The ratings on the term loan B due January 2012 and senior
subordinated notes due November 2013 were also downgraded to Caa2
and C from Caa1 and Caa3, respectively.  The rating outlook
remains negative.


LA BOTA DEVELOPMENT: Confirmation Hearing Continued to January 27
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued to January 27, 2011, at 10:00 a.m., the hearing on the
confirmation of La Bota Development Company Inc. and debtor-
affiliate Laredo Rock Tech Sand & Gravel, L.P.'s Joint Plan of
Reorganization.

As reported in the Troubled Company Reporter on October 7, 2010,
the Plan provides that the Debtors will satisfy (i) all allowed
secured claims to the extent of the value of their collateral;
(ii) all administrative claims will be paid under the terms of the
Joint Plan from the Distributable Proceeds; and (iii) all allowed
unsecured claims of both La Bota and Rock Tech will be paid in
full.

Satisfaction of La Bota's creditor's claims will be derived from
the transfer of certain real property and post-confirmation
operating revenue.  Payment of Rock Tech's Creditor's claims will
be derived from post-confirmation operating revenue and other
monies that may be available to satisfy the indebtedness.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/LABOTA_ds.pdf

                     About La Bota Development

Sugar Land, Texas-based La Bota Development Company, Inc.,
is a real estate development company that owns and sells
residential and commercial real estate to developers.  It also
owns a mobile home park in Nueces County, Texas and a mini-storage
facility in Harris County, Texas.

La Bota filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 10-20376) on May 3, 2010.  The Company estimated
$50 million to $100 million in assets and $10 million to
$50 million in liabilities in its petition.

Debtor-affiliate Laredo Rock Tech Sand & Gravel, L.P., mines,
extracts and sells sand and gravel in Webb County, Texas.  Laredo
Rock filed a separate petition for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. S.D. Tex. Case No.
10-20377).  In its petition, the Debtors disclosed assets of
$1,244,770 and debts of $1,501,506.

The cases are jointly administered under Case No. 10-23076.


LAFAYETTE UNION: Judge Grant Dismisses Chapter 11 Case
------------------------------------------------------
After a finding that Debtor The Lafayette Union Railway Company,
the US Trustee's Office and the Debtor's only creditor consent to
the dismissal of the Debtor's case, Judge Robert E. Grant of the
U.S. Bankruptcy Court for the Northern District of Indiana entered
an order dismissing the Chapter 11 case of The Lafayette Union
Railway Company.

Headquartered in Lafayette, Indiana, The Lafayette Union Railway
Company filed for Chapter 11 bankruptcy protection on September 8,
2010 (Bankr. N.D. Ind. Case No. 10-40912).  David A. Rosenthal
(VM), Esq., who has an office in Lafayette, Indiana, assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets and debts at $50 million to $100 million.


LAREDO PETROLEUM: S&P Assigns 'B-' Preliminary Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Laredo Petroleum Inc.  Standard &
Poor's also assigned a preliminary 'CCC' senior unsecured and '6'
recovery rating to the Company's planned $300 million senior
unsecured note offering due 2019.  The recovery rating indicates
Standard & Poor's expectation of negligible (0% to 10%) recovery
of principal in the event of a payment default.  Proceeds from the
planned note offering will be used to repay existing debt and for
general corporate purposes.  Pro forma funded debt is
$300 million.

The ratings on Laredo Petroleum Inc. reflect its vulnerable
business risk profile characterized by its small and
geographically concentrated reserve base, its high percentage of
proved undeveloped reserves (PUDs), its meaningful exposure to
weak natural gas prices, its limited operating history, its highly
leveraged financial risk profile, negative cash flow generation,
and, relative to some of its peers, and lower priced hedge
position.  These risks are somewhat offset by the Company's
success in growing its reserve base primarily through its drilling
program.

"We view Laredo's reserve base as relatively small with a high
percentage of PUDs, with limited geographic diversity," said
Standard & Poor's credit analyst Patrick Jeffrey.  "In our view,
Laredo's all-in breakeven unlevered cost structure is relatively
high, its financial risk profile as highly leveraged, and its
liquidity is less than adequate."

The outlook is stable.  "We expect Laredo will maintain high
leverage of over 4x in the near term as it funds its drilling
program," said Mr. Jeffrey.  "We would consider a positive rating
action if the Company is able to continue to grow its reserve
base, maintain adequate liquidity, and maintain debt leverage in
the low 3x area.  We would consider a negative rating action if
the Company faces material liquidity issues that limit its access
to capital to fund its growth."


LOEHMANN'S HOLDINGS: Plan Faces Opposition from Tax Creditor
------------------------------------------------------------
On the heels of winning court approval for its disclosure
statement, Loehmann's Holdings Inc. is facing an objection to its
Chapter 11 reorganization plan from a priority tax creditor,
Bankruptcy Law360 reports.

As reported in the Jan. 7, 2011 edition of the Trouble Company
Reporter, Loehmann's Holdings Inc. has won approval for
disclosures to its Chapter 11 reorganization plan, allowing it to
move forward in soliciting creditor votes on the proposal.

Voting on the acceptance of the Plan by eligible creditors will
close on February 2, 2011 at 12:00 p.m. A Court hearing to approve
the Plan has also been scheduled for February 7, 2011.

As part of the Joint Plan of Reorganization, the Company will
receive a $25 million capital infusion upon emergence from chapter
11 through a rights offering to the Company's senior secured Class
A Noteholders, which is being backstopped by Istithmar World and
Whippoorwill Associates, Inc.  Under the terms of the global
settlement agreement between the parties, general unsecured
creditors will receive a pro rata distribution consisting of cash
in the aggregate amount of $2 million.

                      About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOOP 76: Judge Haines Rules on Wells Fargo's Plan Objections
------------------------------------------------------------
Bankruptcy Judge Randolph J. Haines issued a ruling sustaining, in
part, Wells Fargo Bank's first and third objections to the form of
order lodged by Loop 76, LLC.  Wells Fargo's second objection is
denied because the Order confirming the Debtor's plan need not so
provide, but such denial should not be interpreted to imply that
there are or may be any modifications to the loan documents or the
guarantees except as specifically provided by the Plan.
The Court's order directs the Debtor to upload a new form of order
that includes, as exhibits, signed, written agreements between the
Debtor and Mr. and Mrs. John Wright documenting his commitment to
fund as required by the Amended Plan and securing the commitment
by security agreements or deeds of trust on sufficient, good
quality collateral.  The Court also directs Wells Fargo to file
any objection it may have to the form or sufficiency of the
written commitment and security documents or to the sufficiency or
quality of the collateral.  The Court may rule on the form of
order confirming the plan without a hearing, or may schedule an
evidentiary hearing or nonevidentiary hearing on the form and
sufficiency of the collateral.

A copy of the Court's Jan. 3 Memorandum Decision is available
at http://is.gd/kymEXfrom Leagle.com.

As reported by the Troubled Company Reporter on December 28, 2010,
Judge Haines confirmed the plan of reorganization proposed by
Loop 76, saying the plan provides Wells Fargo Bank with more than
it could obtain in a chapter 7 liquidation.  Judge Haines said the
feasibility of the plan is substantially enhanced by both the
existing and continuing guarantee of the Wells Fargo debt by a
solvent guarantor and by that guarantor's commitment to fund up to
$2,000,000 to cover shortfalls in the first three years, and to
secure that commitment with collateral of equivalent value.  That
additional funding is almost sufficient to cover debt service
payments even under the creditor's experts' pessimistic analysis.

A copy of the Court's December 21 Memorandum Decision Confirming
Debtor's Plan of Reorganization is available at http://is.gd/jxz88
from Leagle.com.

Attorneys for Wells Fargo Bank are:

          Susan G. Boswell, Esq.
          Elizabeth S. Fella, Esq.
          QUARLES & BRADY LLP
          One South Church Avenue, Suite 1700
          Tucson, AZ 85701
          Telephone: (520) 770-8713
          Facsimile: (520) 770-2222
          E-mail: susan.boswell@quarles.com
                  elizabeth.fella@quarles.com

Attorneys for the Debtor are:

          Dale C. Schian, Esq.
          Mark C. Hudson, Esq.
          SCHIAN WALKER, P.L.C.
          3550 N. Central Ave., Ste. 1700
          Phoenix, AZ 85012
          Telephone: (602) 277-1501
          Facsimile: (602) 297-9633
          E-mail: dschian@swazlaw.com
                  mhudson@swazlaw.com

Scottsdale, Arizona-based Loop 76, LLC filed for Chapter 11 on
July 20, 2009 (Bankr. D. Ariz. Case No. 09-16799).  In its
petition, the Debtor estimated assets and debts both ranging from
$10,000,001 to $50,000,000.


LYDIA CLADEK: Ch. 11 Trustee & Committee File Competing Plans
-------------------------------------------------------------
Michael Phelan, as the Chapter 11 trustee for Lydia Cladek Inc.
and the Official Committee of Unsecured Creditors have filed
competing Chapter 11 plans to deal with the debts of LCI, which
was engaged in a Ponzi scheme prior to its collapse.

The Ch. 11 Trustee's plan proposes to liquidate the Debtor's asset
while the Committee's plan proposes that a newly Florida
corporation will acquire certain assets of the Debtor, which
comprised mainly of the Debtor's cash, subprime automobile loan
portfolio and unencumbered personal property.  Newco will retain a
manager skilled and experienced in the sub-prime automobile loan
industry, accountants with extensive experience in the sub-prime
automobile loan industry, as well as statisticians who will be
monitoring the accounts, collections and expenses.  The potential
recoveries by LCI's bankruptcy estate, including any potential
lawsuits against the participants and beneficiaries of the Ponzi
scheme, and the real property owned by LCI will be transferred to
a creditors' trust called the "Cladek Creditors Trust".

The Ch. 11 Trustee said its plan intends to ensure that all
creditors get immediate cash distributions from the liquidation of
the Debtor's remaining assets.  On the one hand, the Committee
said the reorganization of the Debtor is projected to provide
shareholders of Newco with a potential return that may be at least
4.5 times greater -- between $11 million and $15 million -- than
liquidation alone, which is $2.5 million, when considered on a ne
present value basis.

The Committee believes the reorganization of Newco, when combined
with the net proceeds from the Cladek creditors trust, will allow
unsecured creditors to receive a return of approximately 25% to
30% of the filed claims, as opposed to a return of approximately
2% to 5% under a simple plan of liquidation as proposed by the
Chapter 11 Trustee.

According to the Committee, the Chapter 11 Trustee Plan is not in
the best interests of creditors, and would result in a return to
unsecured creditors that would be even less than if the bankruptcy
case were simply converted to a Chapter 7 liquidation.

A full-text copy of the disclosure statement explaining the Ch. 11
Trustee's Chapter 11 plan is available for free at:

   http://bankrupt.com/misc/LYDIACLADEK_Ch11Trustee_DS.pdf

A full-text copy of the disclosure statement, as amended,
explaining the Committee's proposed Chapter 11 plan is available
for free at:

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

The Creditors Committee is represented by:

   Jon E. Kane, Esq.
   Jacqueline E. Ferris, Esq.
   BURR & FORMAN, LLP
   450 S. Orange Avenue, Suite 200
   Orlando, FL 32801
   Tel: (407) 244-0888
   Fax: (407) 386-3228
   E-mail: jkane@burr.com
           jferris@burr.com

                     About Lydia Cladek, Inc.

The financial failure and ensuing Chapter 11 bankruptcy of Lydia
Cladek, Inc., resulted from the eventual operation of LCI as a
Ponzi scheme by its principals.  Although LCI had originally
operated a sub-prime automobile lending business and later
presented its core business to be that of a sub-prime automobile
lender, the business activity ultimately became an inducement for
private investors to invest funds in the Ponzi scheme.  As of the
date of the bankruptcy filing investors had advanced an estimated
$105,000,000 in loans and reinvested interest in LCI under the
Ponzi scheme.

On April 2, 2010, creditors filed an involuntary Chapter 11
bankruptcy petition against St. Augustine, Florida-based Lydia
Cladek, Inc. (Bankr. M.D. Fla. Case No. 10-bk-02800-PMG).

Lydia Cladek, Inc., then filed for voluntary Chapter 11 bankruptcy
protection on April 5, 2010 (Bankr. M.D. Fla. Case No. 10-02805).
Lawrence Lilly, Esq., who has an office in St. Augustine, Florida,
represeented the Debtor in its restructuring effort.

On April 12, 2010, ordered the appointment of Michael Phelan as
Chapter 11 trustee, at the request of creditors, to take over
management of the Debtor's estate from Lydia Cladek, the sole
shareholder and president of LCI.  On November 19, 2010, Ms.
Cladek was indicted by a grand jury on fourteen counts of wire and
mail fraud and conspiracy to commit wire and mail fraud in the
United States District Court for the Middle District of Florida
(Jacksonville Division).

Jacob Brown, Esq., and Steven Wirth, Esq., at Akerman Senterfitt
represent the Ch. 11 trustee in the bankruptcy case.  Wilcox Firm,
LLC, is the trustee's conflicts counsel, and Michael Moecker and
Associates have been tapped as accountants.


MAKKAR ATHLETICS: Forced by Investor Into Receivership
------------------------------------------------------
Chris Lambie at The Chronicle Herald, in Halifax, Canada, reports
that Michael Henson, a Calgary man who invested in Makkar
Athletics Group Inc., has forced the insolvent company into
receivership.  The report relates that Mr. Henson, one of Makkar
Athletic's three secured creditors, is owed $250,000.  The
company's 23 unsecured creditors are owed a total of $2,369,245,
the report notes.

A former chief executive for Makkar notes that Mr. Henson
registered his security interests against the company Sept. 30,
just days before the deadline the former chief executive he had
given the Company to settle his wrongful dismissal suit.

The Chronicle Herald recounts that Makkar Athletics and
Kris Astaphan, a the former CEO of Makkar Athletics and the
Company's largest creditor, entered into a deal called a consent
judgment in November in which Makkar Athletics agreed to pay
Mr. Astaphan and his numbered Ontario company $1,677,408.  Anil
Makkar, who heads the Company, also agreed to pay Mr. Astaphan and
his numbered company $80,000, the report notes.

However, the report relates, the Company later refused to pay,
arguing that since Mr. Astaphan agreed to the settlement, he had
set up a rival company, Triumphant Athletics Group Inc., in
Ontario to make a product similar to Mr. Makkar's Pure Power
Mouthguard.

The report discloses that Mr. Astaphan, who invested $1 million in
Mr. Makkar's company for a 28& stake, said that the non-
competition agreement he had with the Truro mouthguard maker was
effectively voided when they came to a settlement this past fall.

Makkar Athletics will not go through any restructuring, Mark
Rosen, the receiver, told the news agency in a recent interview.

Makkar Athletics produced the Pure Power Mouthguard, a plastic
orthotic that the company claimed naturally aligns jaw muscles and
improves endurance, strength, balance and oxygen flow.  It had
been marketed to elite athletes.


MARKETXT HOLDINGS: Court Excludes Evidence on Millers' Claims
-------------------------------------------------------------
The Responsible Officer and the Plan Committee in Marketxt
Holdings Corp.'s confirmed Chapter 11 case seek to exclude certain
evidence offered in support of a proof of claim filed by Keith
Miller, Laurence Miller, and Robert Cope.  The Claimants filed a
proof of claim on behalf of themselves and the "Miller Trading
Group" seeking damages for the breach of a "Broker Agreement"
entered into between Laurence Miller and Momentum Securities, LLC.
The Claimants allege that the MarketXT Holdings estate is liable
as the successor to Tradescape Corporation, which was guarantor of
the Broker Agreement.  The Responsible Officer and the Plan
Committee objected to the proof of claim.  In their motion in
limine, the Objectors seek to exclude certain portions of the
direct testimony of several of Claimants' witnesses as (i) opinion
testimony not admissible under Federal Rule of Evidence 701 and
(ii) as irrelevant or unduly burdensome under Rules 402 and 403.
The Claimants argue in their response that the relevant testimony
is admissible under Rule 701 as lay opinion based on the witness'
personal experience, that the portions said to be inadmissible
under Rules 402 and 403 are relevant for the purposes of
calculating damages, and that the motion in limine sweeps too
broadly and the arguments raised should be addressed individually
at trial.

Bankruptcy Judge Allan L. Gropper excludes certain testimony and
related exhibits which are improper lay opinion, not probative of
the issues in the case, or unduly speculative on the issue of lost
profits.

A copy of the Court's January 7, 2011 Memorandum of Decision is
available at http://is.gd/ky5C4from Leagle.com.

Counsel for the Plan Committee may be reached at:

          Lester M. Kirshenbaum, Esq.
          Margarita Y. Ginzburg, Esq.
          Dina S. Rovner, Esq.
          KAYE SCHOLER LLP
          425 Park Avenue
          New York, NY 10022-3598
          Telephone: (212) 836-8763
          Facsimile: (212) 836-8689
          E-mail: lkirshenbaum@kayescholer.com
                  mginzburg@kayescholer.com
                  drovner@kayescholer.com

Counsel for the Responsible Officer may be reached at:

           Howard L. Simon, Esq.
           WINDELS MARX LANE & MITTENDORF LLP
           156 West 56th Street
           New York, NY 10019
           Telephone: 212-237-1094
           Facsimile: 212-262-1215
           E-Mail: hsimon@windelsmarx.com

Counsel for Laurence Miller, Keith Miller and Robert Cope are:

           Irve J. Goldman, Esq.
           PULLMAN & COMLEY, LLC
           850 Main Street
           P.O. Box 7006
           Bridgeport, CT 06601-7006
           Telephone: 203-330-2213
           Facsimile: 203-576-8888
           E-mail: igoldman@pullcom.com

                - and -

           Joshua Krakowsky, Esq.
           DAVIDOFF MALITO & HUTCHER LLP
           605 Third Avenue
           New York, NY 10158
           Telephone: 212-557-7200
           Facsimile: 212-286-1884
           E-mail: JSK@dmlegal.com

                      About MarketXT Holdings

MarketXT Holdings Corporation, fka Tradescape Corporation, was a
day-trading firm conducting electronic equity trades on all
the major U.S. stock exchanges.  The Company sought Chapter 11
protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078).
Alan Nisselson served as the Chapter 11 Trustee and now serves
as the Distribution Agent and Responsible Officer of the Debtor.
Mr. Nisselson is represented by attorneys at Kaye Scholer LLP.


MARKWELL HILLSIDE: Dist. Court Rules on Suit vs. Former Owner
-------------------------------------------------------------
In On Command Video Corporation, v. Sam Roti, Case No. 09-C-3130
(N.D. Ill.), Plaintiff/Counter-Defendant filed a two-count
complaint against Defendant/Counter-Plaintiff Sam Roti alleging
fraud and, under a theory of piercing the corporate veil, seeking
enforcement of a default judgment entered in Colorado state court
against Markwell Properties, LLC -- of which defendant is
allegedly the alter ego -- and registered in the Circuit Court of
Cook County, Illinois.

In its April 30, 2010 opinion, the court granted plaintiff's
motion to dismiss defendant's counterclaims for fraudulent
inducement and breach of contract, and struck defendant's first,
second, third, fifth, and sixth affirmative defenses.  The parties
have filed cross-motions for summary judgment on both counts.

District Judge Robert W. Gettleman denies defendant's motion for
summary judgment, and plaintiff's motion for summary judgment is
denied as to Count I and granted as to Count II.

Defendant has also filed a motion to strike improper affidavits
and exhibits.  Judge Gettleman says the disputed evidence is not
dispositive in deciding the motions for summary judgment.  As
such, the court does not rule on the motion to strike.

Plaintiff provides pay-per-view and on-demand video services to
hotels and other venues.  Markwell Properties was formed as an
Illinois limited liability company in November 1999.  From
inception until December 2004, Markwell Properties had two member-
owners, defendant and his cousin Michael Roti.  In 2002, defendant
also formed Markwell Hillside, LLC, through which he purchased
Holiday Inn Hillside located at 4400 Frontage Road, Hillside,
Illinois.  Defendant was the sole managing member and officer of
Markwell Hillside.

In 2004, Markwell Properties contracted with DC Truck Financial, a
subsidiary of Daimler-Chrysler, for a lease to supply vans to the
Hotel.  Markwell Hillside made the payments on the Van Lease.
With respect to the Hotel, plaintiff had an existing contract with
its previous owners, and Markwell Hillside assumed this contract
when it purchased the Hotel.  Plaintiff sent invoices to the
"Holiday Inn Hillside," and Markwell Hillside remitted payment to
plaintiff.  Markwell Properties did not make payments to
plaintiff.

In February 2005, Markwell Hillside filed for Chapter 11
bankruptcy. The bankruptcy trustee terminated defendant from
Markwell Hillside.  The new owner of the Hotel continued to pay
plaintiff until the owner terminated its services.  In January
2007, plaintiff sent a letter to Markwell Properties seeking
damages for lost profits.

A copy of the Court's January 3, 2011 Memorandum Opinion and Order
is available at http://is.gd/kyjAjfrom Leagle.com.


MESA AIR: Contract Counterparties Object to Cure Amounts
--------------------------------------------------------
Several parties object to the proposed cure amounts for certain
executory contracts and unexpired leases being assumed by the
post-effective debtors as listed in the supplement to Mesa Air
Group, Inc., and its affiliated debtors' Second Amended Joint Plan
of Reorganization:

                                         Proposed
Counterparty                           Cure Amount
------------                           -----------
DVB Bank SE                                     $0
Export Development Canada                        0
Oracle America, Inc.                        14,250
Suntrust Leasing Corporation                     0
Wilmington Trust Company                         0
Zurich American Insurance Company                0
   and its subsidiaries and
   affiliates

Generally, the objecting parties complain that the Debtors'
proposed cure amounts failed to take into account other amounts
that the Debtors owe to the objecting parties.  For instance,
Oracle asserts to be paid a total cure amount of $20,530 instead
of the $14,250 proposed by the Debtors.

Suntrust also complains that the proposed cure amount does not
include fees and expenses it incurred and certain missed payments
by the Debtors.  Suntrust points out that under the applicable
aircraft leases, the Debtors are obligated to pay it its legal
fees and expenses as the "Owner Participant."  As of January 7,
2011, the assumption obligations for the applicable aircraft
leases are approximately $60,000, plus any additional payments
due to, and legal fees and expenses incurred by, Suntrust through
the date the leases are assumed.  Suntrust asks the Court to deny
approval of the assumption of the applicable aircraft leases
unless the Debtors make all cure payments and compensate all
actual pecuniary losses suffered by Suntrust, including its
reasonable fees and expenses.

Wilmington asserts that the Debtors owe it an aggregate of
$25,568 in fees and expenses that have been incurred through
December 31, 2010.  Wilmington reserves its rights to assert that
the Debtors must cure any and all amounts that have been
incurred, but not billed, through the effective date of the Plan.

Zurich objects to the assumption of certain surety bonds by the
Debtors until the Debtors pay the correct cure obligations
pursuant to their obligations under Section 365(b)(1) of the
Bankruptcy Code.  Zurich also objects so far as the Debtors
intend to reject their continuing indemnity obligations under any
of the Surety Bonds.  Zurich says it is undertaking a review of
the Surety Bonds to determine if any premiums are outstanding.
It has incurred attorneys' fees and has paid $8,027 to satisfy a
claim made by bond obligee South Carolina Electric and Gas
Company.  To the extent the letter or credit issued by the
Debtors to secure their obligations under the Surety Bonds and
Indemnity Agreement has been diminished by any claims or losses
incurred on any of the Surety Bonds, Zurich asserts that the
Debtors must reinstate the letter of credit in the original issue
amount.

On behalf of Aircraft Finance Parties EDC and DVB, Michael J.
Edelman, Esq., at Vedder Price P.C., in New York, argues that the
proposed cure amounts fail to satisfy the Aircraft Finance
Parties' statutory entitlement under Section 365(b)(1)(A) of the
Bankruptcy Code and contractual entitlement to reimbursement in
full of out-of-pocket expenses related to legal fees, technical
advisory fees and other expenses required to be paid by the
Debtors to the Aircraft Finance Parties,

As of January 4, 2011, the Reimbursable Costs due and owing to
the Aircraft Finance Parties under the Operative Documents are
continuing to accrue.  To the extent that additional services are
performed or Reimbursable Costs are uncured under the Operative
Documents, the Aircraft Finance Party reserves all rights to
receive full payment for any such services and costs, which
should be paid by the Debtors in the ordinary course of business,
in accordance with the terms of the Operative Documents, Mr.
Edelman says.

The Aircraft Finance Parties also object to any effort by the
Debtors to have the Operative Documents relating to the Assumed
Aircraft Transactions assumed while excluding the concurrent
assumption of Mesa Air Group's guaranties relating to these
transactions.  Other than as set for in their limited objections,
the Aircraft Finance Parties do not contest the assumption of the
Operative Documents by the Debtors.

The Aircraft Finance Parties reserve all rights to receive
payments from the Debtors.

                        Other Objections

Sabre Inc., Sabre Travel International Limited, and Sabre Travel
Network object to the Debtors' assumption of certain Sabre
contracts.

According to Sabre counsel, Stephen C. Stapleton, Esq., at Dykema
Gossett PLLC, in Dallas, Texas, defaults arising under the Sabre
Agreements must be cured as of the time of assumption.

Negotiations with respect to the cure amounts required for
assumption are purportedly pending, and the Debtors have not yet
proposed a cure amount for each of the contracts to be assumed,
Mr. Stapleton notes.  Sabre, therefore, objects to any cure
proposed with respect to any of the Sabre Agreements until such
time that it has had an opportunity to confirm the status of
performance thereunder and verify the proposed cure amount.

Without waiving its objection to the assumption of the Sabre
Agreements, Sabre also demands adequate assurance of future
performance, and reserves the right to make future demands for
such assurance pursuant to Section 365(b) of the Bankruptcy Code,
including ensuring the adequacy of procedures to protect and
safeguard its confidential and proprietary information attendant
to the Sabre Agreements.

Another party, BF Claims Holdings I LLC, supports the Debtors'
prompt emergence from Chapter 11 but feels compelled to object to
the Plan confirmation because the combined corporate governance
mechanisms "leave the shareholders of [Reorganized Mesa Air
Group] with no voice."  The Plan Supplement contained, among
other things, the proposed restated articles of incorporation, a
new shareholder agreement, and the proposed board designees for
reorganized Mesa Air Group, Inc.

"[T]he Corporate Governance Mechanisms appear to be designed not
only to silence the voice of any creditor-cum-shareholder other
than existing management and the soon-to-be-relieved members of
the Official Creditors Committee, but to also entrench the Board
Designees -- or at least the [Committee's] Board Designees,"
John R. Ashmead, Esq., at Seward & Kissel LLP, in New York,
counsel of BFCH, tells the Court.

Without revisions to the Corporate Governance Mechanisms, the
Plan does not meet the requirements for confirmation, Mr. Ashmead
asserts.

                        The Chapter 11 Plan

Mesa has obtained an extension of its code-share agreement with US
Airways, Inc.  The assumption of the Code-Share Agreement
is a critical piece of the Debtors' reorganization and is a major
component of the Debtors' business plan.

On November 23, 2010, the Debtors filed their proposed Second
Amended Joint Plan of Reorganization and Second Amended Disclosure
Statement.  The Court approved the Second Amended Disclosure
Statement on the same day.

The Debtors began soliciting acceptances from creditors during
the week of November 29, 2010.  The Second Amended Plan is
supported by the Official Committee of Unsecured Creditors and
the Debtors' key aircraft finance parties.

After consultation with the Official Committee of Unsecured
Creditors, the Debtors extended the Voting Deadline from
January 4, 2011, to January 9, 2011, as permitted under the
November 23, 2010 Disclosure Statement Order.

The hearing to consider confirmation of the Plan will be held on
January 14, 2011, at 10:00 a.m., prevailing Eastern Time.

Full-text copies of the Second Amended Plan and Disclosure
Statement, filed November 23, 2010, are available at no charge at:

       http://bankrupt.com/misc/Mesa_2ndAmPlan112310.pdf
       http://bankrupt.com/misc/Mesa_2ndAmDS112310.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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: Proposes Settlement of Delta Air Claims
-------------------------------------------------
Mesa Air Group, Inc., and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to approve and authorize Mesa Air Group and Freedom
Airlines, Inc., to enter into a settlement agreement with Delta
Air Lines, Inc., resolving, among other things, the Delta Claims
and Prepetition Delta Actions.

                          Delta Claims

Delta filed these claims against the applicable Debtor:

    Claim No.            Amount     Debtor
    ---------            ------     ------
       782          $40,000,000     Mesa Air Group
       783           27,750,000     Freedom Airlines

Before the Petition Date, Delta, Mesa Air Group and Freedom
Airlines were parties to a certain Delta Connection Agreement,
dated May 3, 2005, pursuant to which, among other things, Freedom
agreed to operate certain ERJ-145 regional jet aircraft under
Delta's flight designator code as a Delta Connection carrier.

On April 7, 2008, Mesa Air Group and Freedom commenced an action
against Delta in the U.S. District Court for the Northern
District of Georgia to prevent Delta from attempting to terminate
the ERJ Agreement as to certain ERJ-145 aircraft.  The Georgia
District Court issued a preliminary injunction against Delta
prohibiting it from terminating the ERJ Agreement.  Delta
appealed the preliminary injunction, and the Court of Appeals for
the Eleventh Circuit affirmed the issuance of the injunction.

The ERJ Litigation went to trial in the Georgia District Court on
April 20 to 23, 2010.  On May 17, 2010, the Georgia District
Court ruled in favor of Delta and found that it had the right to
and did terminate the ERJ Agreement before the Petition Date.  On
the same day, the Georgia District Court also entered a judgment
in favor of Delta for $2,938,723.  The Debtors have not appealed
the Georgia District Court's findings and judgment.

Delta, Mesa Air Group and Freedom were also parties to a certain
Delta Connection Agreement, dated March 13, 2007, pursuant to
which, among other things, the Debtors agreed to operate certain
CRJ-900 regional jet aircraft, which aircraft are owned by Delta,
under Delta's flight designator code as Delta Connection Carrier.

Delta terminated the CRJ Agreement and the related aircraft were
returned to Delta.  On March 20, 2009, the Debtors commenced an
action against Delta in the Georgia District Court seeking
damages, including lost profits and costs associated with the re-
training of pilots.  Delta filed a counterclaim alleging breach
of contract for failing to meet certain contract conditions.  The
parties submitted a stipulation staying all deadlines in the CRJ
Litigation.  The Georgia District Court administratively closed
the action subject to reopening it at the conclusion of the
Debtors' bankruptcy cases upon the motion of any party.

Delta, through its Delta TechOps division, also provided jet
engine maintenance and support services to Mesa Air Group and
Freedom under a certain Memorandum of Understanding between the
parties, dated March 15, 2007.  Mesa Air Group and Freedom
terminated the Engine MOU on June 12, 2008.

On August 6, 2008, Mesa Air Group and Freedom commenced an action
against Delta in the U.S. District Court for the District of
Arizona seeking the return of seven aircraft engines that Delta
had improperly retained after the termination of the Engine MOU.
Delta agreed to return the engines to the Debtors and filed a
mechanic's lien on the engines along with a counterclaim seeking
to foreclose on the liens and damages for $4,634,282.

Mesa Air Group and Freedom moved for judgment on the pleadings as
to Delta's liens due to its failure to comply with the Georgia
lien statute.  On November 14, 2008, the Arizona Court ruled that
Delta had forfeited its lien claims.  Delta then filed a notice
of appeal in the Ninth Circuit Court of Appeals.

After extensive negotiations, the parties agreed to dismiss the
Engine Litigation without prejudice and submitted a stipulation
to the Arizona District Court.  On June 24, 2010, the Arizona
District Court approved the dismissal, without prejudice, of the
Engine Litigation, subject to the Bankruptcy Court's approval.
On July 16, 2020, the Bankruptcy Court authorized the Debtors'
entry into the stipulation dismissing the Engine Litigation.

On August 19, 2009, Delta commenced an action against Mesa Air
Group and Freedom in the Georgia District Court alleging that the
Mesa Debtors breached certain "most favored nations" provisions
of the Delta Code-Share Agreement covering the ERJ aircraft and
resulting in damages in excess of $20,000,000.  The MFN
Litigation was ultimately transferred to the Bankruptcy Court,
where it remains pending.

In addition to the Litigation Claims, the Delta Claims include
non-litigation claims totaling more than $11,000,000:

   Delinquent December 2008
      "true up" payment                   $1,517,909
   Indemnification of passenger
      amenities expenses in excess         3,000,000
   Delinquent fuel "true up"                  16,869
   Reimbursement of fuel expenses            271,774
   Outstanding rent for hangar space
      at the Detroit Metropolitan Wayne
      County Airport                           1,300
   Outstanding rent for hangar space at
      the Cincinnati/Northern Kentucky
      International Airport                   14,450
   Expenses for certain Freedom employee
      pleasure travel                          2,016
   Cargo services                              1,982
   Maintenance services                    6,785,766

                      Settlement Agreement

The parties have negotiated in good faith and wish to resolve all
outstanding disputes relating to the Prepetition Delta Actions
and Delta Claims.  John W. Lucas, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, presents the principal terms of the
Settlement Agreement:

  (a) Upon the effective date of the Settlement Agreement, the
      Debtors and Delta will cause all claims and counterclaims
      in the Prepetition Delta Actions to be dismissed, with
      prejudice.  Delta will release and discharge, with
      prejudice, any liens asserted in any and all cases
      affiliated with the Engine Litigation, including liens
      filed by Delta in Georgia and Utah.

  (b) Claim No. 782 is allowed as a general unsecured claim
      against Mesa Air Group for $3,282, and the remainder of
      the claim is disallowed and will be deemed withdrawn and
      expunged.  The claim allowance includes all compensation
      awarded by the Georgia District Court in the ERJ
      Litigation.

  (c) Claim No. 783 is allowed as a general unsecured claim
      against Freedom Airlines for $7,261,742, and the remainder
      of the claim is disallowed and will be deemed withdrawn
      and expunged.

  (d) With the exception of Claim Nos. 782 and 783, all other
      proofs of claim filed by Delta, if any, are disallowed and
      expunged.  The Allowed Claims are allowed general
      unsecured claims and will not be subject to (1) any of the
      release provisions in this Settlement Agreement, (2)
      further review or objection by or on behalf of the
      Debtors, the Official Committee of Unsecured Creditors,
      the Debtors' bankruptcy estates, constituents,
      predecessors, successors, agents or assigns, or (3)
      objection by any party, whatsoever, including the
      Creditors' Committee, for any reason or upon any grounds.

  (e) In the event the Settlement Agreement is not approved by
      the Bankruptcy Court or the Effective Date does not occur,
      the Settlement Agreement will become null and void.

  (f) Delta, on behalf of itself, its affiliates, predecessors,
      successors, agents and assigns, now and forever releases,
      discharges, and acquits the Debtors and their estates,
      employees, officers, successors and assigns, among others,
      from any and all claims, causes of action, suits, debts,
      obligations, and liabilities, among others, that arose or
      could have arisen or been asserted before the Effective
      Date.

  (g) The Debtors, on behalf of themselves, the Debtors'
      bankruptcy estates, their affiliates, predecessors,
      successors, creditors, agents and assigns, now and forever
      release, discharge and acquit Delta and its employees,
      officers, directors, shareholders, attorneys, successors
      and assigns from any and all claims, causes of action,
      suits, debts, obligations and liabilities, among others,
      that arose or could have arisen or been asserted before
      the Effective Date.

  (h) Except as provided in the Settlement Agreement, the
      parties agree that the waiver, release, discharge and
      acquittal of claims extends to all claims of every nature
      and kind whatsoever, known or unknown, except as expressly
      set forth in the agreement.  Notwithstanding the general
      waiver and releases, it is explicitly agreed and
      understood that the parties are not releasing, acquitting,
      discharging or waiving any of their rights specifically
      provided in this agreement, and the parties are not
      relieved, acquitted, discharged or the beneficiary of any
      waiver of any obligations specifically provided for in the
      agreement.

A full-text copy of the Settlement Agreement is available at no
charge at:

  http://bankrupt.com/misc/Mesa_DeltaClmSettlement121310.pdf

Mesa Air Group and Freedom submit that the Settlement Agreement
is fair and equitable.  While the Debtors dispute various
obligations and amounts owed in relation to the Delta Claims and
the Prepetition Delta Actions, the Debtors have determined that
there exists substantial risk that any objection or continued
litigation may not succeed in part or in whole, according to Mr.
Lucas.

Mesa Air Group and Freedom further believe that the settlement
reflects the probability of successfully objecting to portions of
the Delta Claims and successfully litigating the Prepetition
Delta Actions.  According to Mr. Lucas, resolving the Delta
Claims and Prepetition Delta Actions on the terms in the
Settlement Agreement will reduce the Debtors' potential exposure
to protracted litigation and the significant associated costs.

In addition to resolving the Delta Claims and Prepetition Delta
Actions, the Settlement Agreement further benefits the Debtors'
estates by providing that Delta will release any and all other
claims it had or has against the Debtors.  Approval of the
Settlement Agreement is an exercise of sound business judgment
and is in the best interests of the Debtors' estates and
creditors, Mr. Lucas asserts.

The Debtors also seek a waiver of the 14-day stay of an order
authorizing the use, sale or lease of property under Rule 6004(h)
of the Federal Rules of Bankruptcy Procedure to the extent the
rule applies.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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: Texas Tax Authorities Object to Claims Treatment
----------------------------------------------------------
Bexar County, El Paso, and Tarrant County, and the City of
Memphis, Texas, object to, among other things, the treatment of
their claims in Mesa Air, Inc., and its debtor affiliates' Second
Amended Joint Plan of Reorganization.

The prepetition claims of the Tax Authorities total approximately
$540,000.  Further, as of January 1, 2011, tax liability arose
for the 2011 tax year, which taxes constitute administrative
expenses of the estate, Elizabeth Weller, Esq., at Linebarger
Goggan Blair & Sampson, LLP, in Dallas, Texas, relates.

Ms. Weller notes that, from the Plan, the Debtors intend to treat
the Tax Authorities' claims as an unclassified Secured Tax Claim.
This class is allegedly unimpaired in that it will receive
quarterly payments with all amounts owed paid within five years
of the Petition Date pursuant to Section 1129(a)(9)(D).  However,
the Tax Authorities' claims are impaired by the Plan, she points
out.

According to Ms. Weller, the Tax Authorities also object to the
Plan because:

  (a) The Plan fails to properly provide for the retention of
      the Tax Authorities' liens on their collateral until these
      taxes are paid.  Assets are retained by the Debtors as of
      January 1, 2011, and so tax liability and liens for the
      2011 tax year have arisen.

  (b) The Plan also fails to properly provide for the payment of
      interest on the Tax Authorities' claims as required by
      Sections 506(b) and 1129(b)(2)(A)(i)(II) of the Bankruptcy
      Code.  Further, the Plan has conflicting statements as to
      what rate of interest will apply to repayment of the tax
      claims.

  (c) The Claim Objection Deadline of 175 days after the
      Effective Date is too long.  The Tax Authorities ask that
      the Claim Objection Deadline with respect to their secured
      claims be no longer than 90 days from the entry of the
      confirmation order.

  (d) The Plan fails to provide that the Tax Authorities will be
      paid first from the proceeds of the sale of their
      collateral should it be sold.  The Tax Authorities object
      to being paid over time when their collateral has been
      sold.  They also object to their cash collateral being
      used to pay any other party.

  (e) The Tax Authorities object to certain Plan provisions,
      which purport to disallow or subordinate the payment of
      prepetition penalties.

  (f) The Plan fails to provide for remedies in the event of
      default.  The Plan should provide that, should the Debtors
      fail to cure the default, the Tax Authorities may proceed
      to collect all amounts owed pursuant to state law.  The
      Plan should also provide that failure to pay any
      postpetition tax timely will constitute an event of
      default.

Ms. Weller asserts that the Plan should not be confirmed until,
among other things, (i) it specifically provides for the Tax
Authorities' liens for pre- and postpetition taxes to remain on
their collateral, and any proceeds therefrom, until the claims,
including interest and penalties thereon, are paid in full;
(ii) and unless it is amended to clearly provide for payment of
interest on the allowed amount of the Tax Authorities'
prepetition secured claims from the Petition Date through the
effective date of the Plan, and from the Effective Date through
the date of payment at their statutory rate of 12% per annum.

                        The Chapter 11 Plan

Mesa has obtained an extension of its code-share agreement with US
Airways, Inc.  The assumption of the Code-Share Agreement
is a critical piece of the Debtors' reorganization and is a major
component of the Debtors' business plan.

On November 23, 2010, the Debtors filed their proposed Second
Amended Joint Plan of Reorganization and Second Amended Disclosure
Statement.  The Court approved the Second Amended Disclosure
Statement on the same day.

The Debtors began soliciting acceptances from creditors during
the week of November 29, 2010.  The Second Amended Plan is
supported by the Official Committee of Unsecured Creditors and
the Debtors' key aircraft finance parties.

After consultation with the Official Committee of Unsecured
Creditors, the Debtors extended the Voting Deadline from
January 4, 2011, to January 9, 2011, as permitted under the
November 23, 2010 Disclosure Statement Order.

The hearing to consider confirmation of the Plan will be held on
January 14, 2011, at 10:00 a.m., prevailing Eastern Time.

Full-text copies of the Second Amended Plan and Disclosure
Statement, filed November 23, 2010, are available at no charge at:

       http://bankrupt.com/misc/Mesa_2ndAmPlan112310.pdf
       http://bankrupt.com/misc/Mesa_2ndAmDS112310.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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).


MOORE JAGUAR: Dealership to Remain Open While in Chapter 11
-----------------------------------------------------------
Lisa Brown at St. Louis Today reports that Moore Jaguar/Aston
Martin Inc., a Ballwin, Missouri-based dealer for Jaguar luxury
cars, filed for Chapter 11 due to "general economic conditions".
Ronald Moore, the owner and president, said that dealership will
be "business as usual" as it restructures.

St. Louis Today relates that Mr. More suffered various setbacks in
the past.  Last year, although Aston Martin is in the name of its
incorporation, Moore Jaguar stopped selling the competing line of
British luxury cars, which cost more than $100,000.  In 2006, a
former chief financial officer of Moore's automotive group was
found guilty of wire fraud after embezzling $2.4 million from the
company for personal uses.

Moore Jaguar/Aston Martin, Inc., doing business as Moore Jaguar,
filed for Chapter 11 protection on Jan. 4, 2011 (Bankr. E.D. Ms.
Case NO. 11-40070).  Steven Goldstein, Esq., at Goldstein &
Pressman, P.C., in St. Louis, Missouri, represents the Debtor.
The Debtor estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


MYSPACE INC: Unveils Plan to Slash 500 Jobs
-------------------------------------------
The Associated Press reports that MySpace Inc. said on Tuesday
that it was cutting nearly half of its staff worldwide, or about
500 employees, after an extensive revamp in October 2010
overhauled its look and allowed it to be run with fewer workers.

According to the AP, Michael Jones, the chief executive of
MySpace, said cuts were "tough but necessary" and would put the
site on a path to profitability while making it more nimble and
entrepreneurial.

The AP says MySpace declined to say how much the cuts would save.
Myspace reduced its staff by nearly 30% in the summer 2010, or
about 420 jobs.

As reported by the Troubled Company Reporter on January 6, 2011,
Yinka Adegoke, writing for Reuters, said News Corp. is still
considering a sale of its social networking site MySpace but a
person familiar with the matter said there are no talks currently
with potential buyers.  Reuters noted that CNBC business
television reported on Monday that News Corp. is on course to sell
MySpace by mid-2011, citing sources.

As reported by the TCR on January 5, The Wall Street Journal's
Jessica E. Vascellaro and Russell Adams said Myspace is preparing
to disclose a dramatic downsizing of its business, according to
people familiar with the matter.  According to the Journal, one
person familiar with the matter said Myspace could lay off between
a third and a half of its roughly 1,100 employees.  Another person
said the moves could be announced as soon as this month.

Myspace is a social networking Web site headquartered in Beverly
Hills, California.


NATIONAL AMUSEMENTS: S&P Puts BB Rating on $400MM Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Norwood, Mass.-based
movie exhibitor National Amusements Inc. (NAI) and its subsidiary,
NAI Entertainment Holdings LLC (NAIE), its 'B+' corporate credit
rating.  (S&P analyzes NAI and NAIE on a consolidated basis for
purposes of the corporate credit rating.)  The rating outlook is
stable.

At the same time, S&P assigned NAIE's $400 million Rule 144A
privately placed senior secured notes due 2017 a 'BB' rating
(two notches higher than S&P's 'B+' corporate credit rating on the
Company).  S&P's recovery rating on this debt is '1', indicating
S&P's expectation of very high (90% to 100%) recovery for
noteholders in the event of a payment default.

The notes are guaranteed on a senior secured basis by NAIE's
existing and future wholly owned domestic restricted subsidiaries,
but not by parent NAI.

In addition, the notes are secured by a first-priority lien on
all shares of Viacom Inc. class A common stock and CBS Corp.
class A common stock owned by NAIE and the guarantors, and by a
second-priority lien on substantially all other assets owned by
the issuer or the guarantors.  There is no explicit credit
support by CBS or Viacom, nor do S&P imputes any support in S&P's
consolidated analysis that underlies the corporate credit rating.
NAIE distributed the net proceeds of the notes issue, along with
borrowings under its new (unrated) $50 million revolving credit
facility, to NAI so that the parent could repay its margin loan
in full.

These rating assignments follow S&P's review of the final offering
memorandum.

"The 'B+' corporate credit rating on NAI reflects S&P's
expectation that the Company will continue to be subject to long-
term industry wide declines in theater attendance (notwithstanding
the intermediate-term boost of 3D premium ticket pricing),
extremely high leverage and interest costs, and a weak EBITDA
margin compared to movie exhibitor peers'," said Standard  Poor's
credit
analyst Deborah Kinzer.

NAI's and NAIE's combined voting equity stake in Viacom and
CBS is an important support to the asset coverage of debt and
overall flexibility.  S&P views National Amusements' business
risk profile as vulnerable because of its below peer average
operating measures, and its financial risk profile as aggressive
because of its very heavy debt burden.  Flexibility afforded by
the consolidated holdings of Viacom Inc. and CBS Inc. common
stock is a key support to the rating, together with excess cash
balances.

The consolidated Company is a midsize cinema operator, but a major
Northeast U.S. player, with 77 movie theaters and 944 screens
primarily located in the Northeast, as well as in the U.K.,
Brazil, and Argentina.  NAIE operates 72 of the theaters, with 876
screens.  For this reason, S&P regard NAIE as a core subsidiary of
the parent.


OROVILLE INN: City Wants Inn to Go Into Receivership
----------------------------------------------------
Mary Weston at OrovilleMR reports that the city of Oroville,
California, has filed a request with the Butte County Superior
Court to put the former five-story hotel building Oroville Inn in
receivership.  The report relates that the hotel buildin has
fallen in disrepair over the years, and in October the last of the
apartment residents were relocated.  Since then, the report notes,
the building has supposedly been empty except for a downstairs
commercial rental.  If a judge appoints a receiver, that person
would take over the operations of the building, said City Attorney
Scott Huber, OrovilleMR says.


PATIENTFIRST HEALTHCARE: 3 Health Clinics File for Chapter 11
-------------------------------------------------------------
Three affiliated health clinics in Leawood, Kansas, have filed
Chapter 11 bankruptcy: The Headache & Pain Center, P. A.,
PatientFirst Healthcare Alliance, P.A., and Doctors Hospital, LLC.

Kansas City Business Journal reports that the bankruptcy filing
cites a large number of Medicaid patients, a lease on an unused
building and disputed debt obligations to Dr. Steve Waldman,
former owner and physician and main creditor for Patient First
Healthcare and Headache & Pain, as reasons for the bankruptcy.

According to the Journal, Dr. Waldman claimed that he is owed
$2.8 million by PatientFirst and $2.6 million by Headache & Pain.
Dr. Waldman's claims in PatientFirst are being disputed.

The Headache & Pain Center, P. A., (Bankr. D. Kan. Case No. 10-
24404), PatientFirst Healthcare Alliance, PA, (Bankr. D. Kan. Case
No. 10-24402), and Doctors Hospital, LLC (Bankr. D. Kan. Case No.
10-24403) filed for Chapter 11 protection on Dec. 31, 2010.

The Debtors each estimated $0 to $50,000 in assets and $1,000,001
to $10,000,000 in debts in their Chapter 11 petitions.  John J.
Cruciani, Esq., Mark T. Benedict, Esq., and Michael D. Fielding,
Esq., at Husch Blackwell LLP, in Kansas City, Missouri, represents
the Debtors.


POWELL'S INT'L: Emerges from Chapter 11, Thurston Is New Owner
--------------------------------------------------------------
Patrick O'Grady at Phoenix Business Journal reports that
Scottsdale, Arizona-based Powell Volvo has emerged from Chapter 11
bankruptcy reorganization with a new name and new owners.
Thurston Dealer Group has purchased the dealership and renamed it
Volvo of Tempe.

According to the report, the dealership had not sold a car in 18
months; only the service department was functioning during the
reorganization.

The sale to the new owners closed Dec. 20, 2010, for an
undisclosed amount.  The new owners plan to relocate the
dealership from 6500 E. McDowell Road in Scottsdale for a spot in
the Tempe Autoplex, at 8060 S. Autoplex Loop.

Powell's International, Inc., also known as Powell Volvo, filed
for Chapter 11 protection on Feb. 4, 2010 (Bankr. D. Ariz. Case
No. 10-02965).  Philip Clark Tower, Esq., in Phoenix Arizona,
represented the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million in the Chapter 11 petition.


RADIANT OIL: Files Amended Form 8-K on JOG Acquisition
------------------------------------------------------
Radiant Oil & Gas, Inc. filed an amended Form 8-K with the
Securities and Exchange Commission, on January 5, 2011, in
response to comments it has received from the Division of
Corporation Finance of the SEC.

The Amended Form 8-K amends the Company's Form 8-K filed on August
16, 2010 as amended by its Form 8-K filed on September 24, 2010,
the Company's Form 8-K filed on November 8, 2010 and the Company's
Form 8-K filed on December 9, 2010.

The disclosure relate to the Company's entry into an exchange
agreement on July 23, 2010, with Jurasin Oil & Gas, Inc., a
Louisiana corporation ("JOG"), John M. Jurasin, the majority
shareholder of JOG, and certain other shareholders of JOG,
pursuant to which Radiant acquired 100% of the issued and
outstanding shares of JOG common stock held by the JOG
Shareholders in consideration for the issuance of up to 6,000,000
shares of our common stock.  As a result of the Reorganization,
JOG became a wholly-owned subsidiary of the Company.  The
transaction was accounted for as a reverse merger and
recapitalization of Radiant (the legal acquirer), with JOG
considered the accounting acquirer. There was no goodwill or other
intangible assets recorded in connection with the acquisition.

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

              http://ResearchArchives.com/t/s?71e4

                      About Radiant Oil & Gas

Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop,
produce, and acquire oil and natural gas properties along the Gulf
Coasts of Texas and Louisiana and on the Outer Continental Shelf
of the United States.

The Company's balance sheet at September 30, 2010, showed
$3.27 million in total assets, $6.85 million in total liabilities,
and a stockholders' deficit of $3.58 million.

"The Company had a working capital deficit of $5.99 million and an
accumulated deficit of $4.70 million as of September 30, 2010.
These factors which raise substantial doubt about our ability to
continue as a going concern," the Company said in its Form 10-Q
for the third quarter of 2010.


RADIOSHACK CORP: Fitch Affirms 'BB' IDR & Unsec. Notes Ratings
--------------------------------------------------------------
Fitch rated RadioShack Corporation's new $450 million senior
secured asset-based revolving credit facility at 'BBB-', two
notches above the company's Issuer Default Rating of 'BB'.  Fitch
has also affirmed RadioShack's IDR and unsecured notes at 'BB'.
The Rating Outlook is Stable.  RadioShack had $678 million in debt
outstanding at Sept. 30, 2010.

The ABL facility will mature on Jan. 4, 2016 and contains an
accordion feature which allows the company to increase the size to
$650 million.  The ABL facility will be used for working capital
and general corporate purposes and replaces the company's existing
$325 million senior unsecured revolving credit facility that was
scheduled to mature on May 2, 2011.  Fitch has withdrawn its
rating on this credit facility.

The ABL facility is guaranteed by certain of RadioShack's
existing and future direct and indirect domestic subsidiaries.
It is secured by first priority liens on inventory, accounts
receivables, bank accounts and securities accounts, and cash
and cash equivalents.  As of Sept. 30, 2010, RadioShack had
$759 million in inventory, $258 million in accounts receivables,
and $720 million in cash and cash equivalents.  Pricing is LIBOR +
250 basis points (bps) for three months from the closing and then
LIBOR + 225bps to 275bps subject to availability on the revolver.
Availability under the ABL facility will be based upon periodic
borrowing base valuations of the company's and the guarantors'
inventory and accounts receivable and will be reduced by certain
reserves.

The ratings continue to reflect RadioShack's relatively steady
operating results as growth in its wireless business has offset
soft sales trends in many of the company's other business
segments.  The ratings further reflect the company's positive
free cash flow generation, relatively steady credit metrics,
and adequate liquidity following RadioShack's redemption of the
$307 million outstanding on the 7.375% senior notes on March 4,
2011.  Longer-term concerns relate to RadioShack's long-term
ability to maintain revenue and earnings growth given the
technology cycle and highly competitive operating environment
and the company's shareholder-friendly posture.

The growth in RadioShack's wireless revenues of 25% and 44% in
2009 and the first nine months of 2010, respectively, combined
with the change in the company's product mix have enabled revenues
to remain relatively steady despite a challenging economic
environment.  The wireless product platform, which accounts for
approximately 38% of 2009 total revenues, is expected to be the
company's key growth driver going forward.  This business has
benefited from the addition of a third carrier, T-Mobile, in
August 2009.  In 2010 and 2011, total revenues are expected to
increase in the low single-digit range based on assumptions of
low single-digit positive same store sales and modest store
growth.

Fitch remains concerned about RadioShack's longer-term growth
prospects as the company faces the challenges of turning around
declining sales in non-wireless product platforms.  In the event
of an unexpected weakening in the company's operating performance
or free cash flow generation, the company's ratings could be
pressured.  In addition, the consumer electronics industry is
fiercely competitive.  RadioShack competes with national big-box
retailers and discounters as well as wireless carriers and other
new wireless distribution channels.  These retailers offer a wide
selection of consumer electronics and wireless products.
Nonetheless, RadioShack's large store base of 4,475 company-owned
stores across the United States as of Sept. 30, 2010 will continue
to provide a convenient shopping experience for customers.

RadioShack's profitability has benefitted from ongoing efforts to
improve its inventory management by offering faster-turning
products, such as Apple products and mobile accessories, and
control costs, such as labor and rent expenses.  EBIT margin has
expanded by 50 bps to 9.2% in the last 12 months (LTM) ending
Sept. 30, 2010, compared to 2009.  This resulted in the LTM total
adjusted debt/EBITDAR decreasing to 3.9 times (x) from 4.1x in
2009 and LTM EBITDAR to interest plus rent increasing slightly to
2.3x from 2.2x during the same time period.  Fitch expects
RadioShack's 2010 credit metrics to remain around 2009 levels and
improve slightly in 2011 based on assumptions of similar operating
profit levels and a lower debt balance in 2011 as the company
repays the $307 million of senior unsecured notes due May 2011.

RadioShack had cash of approximately $720.3 million at Sept. 30,
2010, and no borrowings under its new $450 million ABL facility.
Post the 2011 debt paydown, pro forma cash will be around the
$400 million range and the only notes outstanding are the
$375 million senior unsecured convertible notes due August 2013.
Therefore, Fitch believes the company has adequate liquidity to
meet upcoming capital and debt service requirements, including the
completion of the remaining $200 million in the share repurchase
authorization.  In addition, the company should continue to
generate positive free cash flow of approximately $90 million
to $150 million in 2010 and 2011.


RAFAELLA APPAREL: Perry Ellis Strikes Deal to Buy Firm for $70MM
----------------------------------------------------------------
Dow Jones' Small Cap reports that Rafaella Apparel Group Inc.,
which late last year warned of tightening liquidity and looming
debt maturities, is now poised to be sold to Perry Ellis
International Inc.

                    About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.

The Company's balance sheet at September 30, 2010, showed
$82.9 million in total assets, $89.3 million in total liabilities,
$61.1 million in redeemable convertible preferred stock, and a
stockholders' deficit of $67.5 million.

As reported in the Troubled Company Reporter on October 18, 2010,
PricewaterhouseCoopers LLP expressed substantial doubt against
the Company's ability as a going concern, following the Company's
results for the fiscal year ended June 30, 2010.  The independent
auditors noted that the Company's senior secured notes mature in
June 2011 and the Company does not expect its forecasted cash and
credit availability to be sufficient to meet its debt repayment
obligations under the senior secured notes.


RAFAELLA APPAREL: S&P Places 'CC' on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit rating on New York-based Rafaella Apparel Group Inc. on
CreditWatch with positive implications.  Ratings for Perry Ellis
International Inc. (B+/Stable/--) are not affected by its
announcement that it will acquire substantially all of the assets
of Rafaella.

The rating action follows the Company's announcement that it has
entered into a definitive agreement in which Perry Ellis
International, Inc., will acquire substantially all of the assets
of Rafaella for $70 million and warrants to purchase 106,564
shares of common stock, subject to net working capital adjustments
to the final closing balances.  The transaction will be structured
as a merger and is expected to close by Jan. 28, 2011.

Standard & Poor's will review events closely as they occur and
more details are disclosed.  Upon completion of the acquisition,
if Rafaella's existing debt were to remain outstanding, S&P would
likely raise the debt ratings on Rafaella to the same level as
those on Perry Ellis and withdraw the corporate credit rating on
Rafaella.


REALOGY CORP: S&P Maintains CCC- Rating on Revolver & Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level
ratings on Parsippany, N.J.-based Realogy Corp.'s 10.5% senior
notes due 2014, 11.00%/11.75% senior toggle notes due 2014, and
12.375% subordinated notes due 2015 ("the existing notes") to 'C'
from 'D'.  Realogy's senior secured revolver, term loan, and
synthetic LOC facilities remain rated at 'CCC-', and the Company's
senior secured second-lien term loan remains at 'C'.  Recovery
ratings on these debt issues remain unchanged.  All other issue-
level ratings also remain unchanged.  The corporate credit rating
remains at 'CC' and the rating outlook is developing.

The upgrade actions follow the completion of the Company's
exchange offers on Jan. 5, 2011, where approximately $2.75 billion
aggregate principal amount out of $3.045 billion in outstanding
principal of existing notes were validly tendered and not
withdrawn.  Yesterday, S&P lowered S&P's issue-level ratings
to 'D' on these notes, reflecting S&P's view that the exchange
was tantamount to a default according to S&P's criteria,
notwithstanding the Company's offer to exchange for new notes at
par.  This view considered the distressed financial profile of
Realogy.  At September 2010, debt balances were large, totaling
about $7.8 billion, including operating leases and securitization
debt.  Leverage was high at 14x, and EBITDA coverage of cash
interest was 0.95x.  In addition, the exchange extended the
original maturity and resulted in a more junior ranking for many
debtholders that tendered.  S&P is raising the existing notes
ratings  to 'C' from 'D' in alignment with S&P's current 'CC'
corporate credit rating on Realogy.

S&P's corporate credit rating on Realogy was not affected by the
exchange offer, as S&P already lowered this rating to 'SD'
(selective default) on Sept. 29, 2009, following an earlier
exchange.  The recently completed exchange offer reflected a
continuing effort on the part of the Company to find solutions to
manage its highly leveraged capital structure, which was put in
place to fund its leveraged buyout several years ago. In addition,
the recently completed exchange is not a deleveraging event,
although Realogy will benefit from an extended maturity profile.

                            Ratings List

Realogy Corp.
Corporate Credit Rating                      CC/Developing/--

Upgraded
                                              To        From
Realogy Corp.
10.5% sr nts due 2014                        C         D
   Recovery Rating                            6         6
11.00%/11.75% sr toggle nts due 2014          C         D
   Recovery Rating                            6         6
12.375% sub nts due 2015                     C         D
   Recovery Rating                            6         6


RED HAT: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Red Hat Produce, Inc
          aka Red Hat Foods
              Zing Specality Foods
        P.O. Box 37
        Austin, CO 81410-0037

Bankruptcy Case No.: 11-10375

Chapter 11 Petition Date: January 10, 2011

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

Judge: Michael E. Romero

Debtor's Counsel: Philipp C. Theune, Esq.
                  POWELL THEUNE PC
                  1763 Franklin Street
                  Denver, CO 80218-1124
                  Tel: (303) 832-1150
                  Fax: 303-845-6934
                  E-mail: ptheune@powelltheune.com

Scheduled Assets: $728,415

Scheduled Debts: $1,432,352

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-10375.pdf

The petition was signed by Sam Black, president.


RJV INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: RJV Investments, Inc
        7245 Seashark Circle
        Huntington Beach, CA 92648

Bankruptcy Case No.: 11-10390

Chapter 11 Petition Date: January 10, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: Jennifer Urquizu, Esq.
                  AFFORDABLE LEGAL SOLUTIONS
                  42690 Rio Nedo, Suite F
                  Temecula, CA 92590
                  Tel: (951) 296-5492
                  Fax: (951) 639-6063
                  E-mail: lray@affordablels.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 6 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-10390.pdf

The petition was signed by Ron Vautour, president.


ROBERT PRITZ: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that Robert Pritz, a
farmer of Hudson in Illinois, has filed for Chapter 11 bankruptcy
in the U.S Bankruptcy Court in Springfield.

According to the report, Mr. Pritz is experiencing a lawsuit for
his role in the demise of a grain elevator company.  The farm
owner is also facing an upcoming lawsuit from Towanda Grain, which
had its grain elevator closed by the state in May.  Towanda Grain
says its bank's outstanding loans to Pritz are one of the major
reasons it was forced out of business.

BankruptcyHome reports that according to court documents, Mr.
Pritz owes more than $10 million to 85 creditors.  Most of the
creditors with unsecured claims include farm-input suppliers,
credit card companies and insurance providers.  Mr. Pritz
estimated his assets at a $10 million value and said his debt is
primarily related to his business.


ROTHSTEIN ROSENFELDT: Clients, Trustee Strike Payment Compromise
----------------------------------------------------------------
Dow Jones' Small Cap reports that about three dozen former clients
of Ponzi-scheme operator Scott Rothstein's defunct law firm have
agreed to hand its bankruptcy estate some of the funds they're
slated to receive from Rothstein's criminal forfeiture proceeding.
The report relates that the deal to pay Rothstein Rosenfeldt Adler
PA's estate about $138,000 of the $1.1 million in forfeiture
proceeds set aside for the 37 clients resolves a dispute over
claims each side brought against each other.

According to the report, Chapter 11 trustee Herbert Stettin, who
has overseen Rothstein Rosenfeldt Adler's bankruptcy liquidation
for the past year, on filed court papers urging the U.S.
Bankruptcy Court in Fort Lauderdale, Fla., to approve the deal,
wherein he'll release all of the firm's claims against its former
clients.

Prior to the law firm's implosion in the wake of Rothstein's
$1.2 billion fraud, the Florida attorney's law firm represented
the 37 clients in legal proceedings, many of them personal-injury
cases, the report adds.

                 About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SARGEANT RANCH: Court Orders Appointment of Ch. 11 Trustee
----------------------------------------------------------
On the motion of Energy Research & Generation, Inc., and ERG,
Inc., Retirement Trust for an Order Directing the Appointment of a
Chapter 11 Trustee, or in the Alternative to Convert the Case to
Chapter 7, and based upon the stipulation between the ERG entities
and Sargeant Ranch, LLC, Judge Peter W. Bowie of the U.S.
Bankruptcy Court for the Southern District of California
authorized and directed the U.S. Trustee to appoint a Chapter 11
Trustee in the bankruptcy case.

The Debtor last year submitted a bankruptcy-exit plan.  As
reported by the Troubled Company Reporter on October 14, 2010, the
Plan provides that secured creditors will receive substitute
collateral through a liquidating trust.  As of the effective date,
all liens and encumbrances on the Sargent Ranch property in
existence prior to the effective date will be eliminated and
replaced by the deed of trust held by the liquidating trust.

Under the Plan, general and subordinated unsecured claims will be
paid in full without interest after the payment in full of all
secured claims.  The payments will be paid pro rata semi-annually
by the distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.

In the event that the promissory note is not paid in full within
seven years after the effective date of the Plan for secured
creditors and 10 years after the effective date of the Plan for
unsecured creditors, the liquidating trustee, within its
discretion, will have the right to foreclose on the note and deed
of trust, negotiate a further extension of the note or a
conversion of the note into permanent equity ownership of up to
10% of the Reorganized Debtor.

The Debtor intends to use up to $20 million in priming financing
to develop the businesses on the Sargent Ranch property.  This
will provide a substantial increase in the value of the
Reorganized Debtor.  The Debtor plans to use part of the proceeds
of the financing to further investigate the timing, costs and
benefits of both solar and wind energy facilities.

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

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

                      About Sargent Ranch, LLC

La Jolla, California-based Sargent Ranch, LLC, a California
Limited Liability Company, filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Calif. Case No.
10-00046).  John L. Smaha, Esq., at Smaha Law Group, APC, assists
the Company in its restructuring effort.  The Company estimated
its assets at $500 million to $1 billion and debts $50 million to
$100 million.  The U.S. Trustee has been unable to form an
official creditors committee in the case.


SHERATON UNIVERSAL: Shenzhen New Acquires Hotel for $90-Mil.
------------------------------------------------------------
Jessica Vernabe at San Fernando Valley Business Journal reports
that the Sheraton Universal Hotel, which has been under
receivership, was purchased by Chinese real estate development
company Shenzhen New World Group Co., Ltd., for $90 million.
According to the report, the 451-room hotel will continue to
operate under the Sheraton banner and will continue to be managed
by Rim Hospitality.  The hotel was placed on the market in the
spring, said Henri Birmele, the hotel's general manager before the
sale.


SHUBH HOTELS: Seeks $5-Mil. Loan to Repair Detroit Property
-----------------------------------------------------------
Jeff Bennett, writing for Dow Jones Newswires, reported that Shubh
Hotels LLC of Boca Raton, Florida, was slated on Tuesday to ask
the U.S. Bankruptcy Court judge in Florida for permission to
borrow up to $5 million to make repairs on the 357-room former
Hotel Pontchartrain in Detroit and reopen it as soon as March.

According to Dow Jones, Susan Lasky, Esq., Shubh's attorney, said
"They had hoped to be open in time for the auto show but it didn't
work out."

The hotel closed in August 2010 and a bankruptcy filing followed
in October 2010.  Dow Jones relates Ms. Lasky said Shubh currently
owes about $30 million on the property.  "They want to reopen this
property and pay back the bank every penny," she said.

Dow Jones says if the judge denies that request, the property will
likely be foreclosed on, making a sale possible.  If it reopens,
the Pontch would face a far tougher market now.  Detroit has seen
a surge of new upscale hotel rooms over the past two years.

The 25-story Pontch was built in 1965.  It was once a luxury
landmark in Detroit.  Dow Jones relates Shubh acquired the hotel
in 2006, spent $35 million on renovations and reopened it in 2007
as the Sheraton Detroit Riverside Hotel.  But Sheraton quickly
withdrew its brand after Shubh stopped paying its franchise fees,
according to court documents.  By mid-2009, with the loss of its
national brand and an economic crisis gripping Detroit, the Pontch
struggled to pay its debt and staff and maintain services.

Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on
October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163).  Susan D.
Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts of $10 million to $50 million in the Chapter 11
petition.


SJI INC: Bankr. Court to Hear Staehnkes' Claim
----------------------------------------------
Wade and Sandra Staehnke filed a claim in SJI, Inc.'s Chapter 11
case for $86,221.99, arising from the remodeling of their home by
the Debtor prepetition.  The debtor objects to the claim and
counterclaims for breach of contract for $146,000, for additional
unpaid materials and labor provided and performed in connection
with the project.  The counterclaim also alleges that the debtor
is owed $248,465.20, based upon quantum meruit, plus interest,
costs and disbursements and reasonable attorney fees.  The
Staehnkes seek abstention by the Court in liquidating the claim
and counterclaim because the claims and counterclaims involve the
application of only state law.  Bankruptcy Judge Dennis D. O'Brien
rules that there is no state court action pending.  The motion for
abstention is denied because the Court finds that the issues are
not complex, the resolution can be had more timely and at less
cost in the bankruptcy or Article III federal district court, and
timely resolution will significantly impact consummation of the
debtor's confirmed plan.

The case is SJI, INC., v. Wade Staehnke and Sandra Staehnke, Adv.
Proc. No. 10-06023 (Bankr. D. Minn.).  A copy of the Court's
December 29, 2010 Order is available at http://is.gd/kyoMYfrom
Leagle.com.

SJI, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No.
08-61197) on November 21, 2008.  Its plan was confirmed on
June 16, 2010.


SOMERSET PROPERTIES: Administrator Fails to Form Creditors Panel
----------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina, reported that despite efforts to
contact unsecured creditors, as of the date of the Section 341
Meeting of Creditors, sufficient indications of willingness to
serve on a committee of unsecured creditors were not received from
eligible persons.

Accordingly, the Bankruptcy Administrator is unable to organize
and recommend to the Bankruptcy Court the appointment of creditors
holding unsecured claims against the Debtor Somerset Properties
SPE, LLC.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, filed
for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C. Case No.
10-09210).  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$10 million to $50 million.


SPANISH BROADCASTING: A. Rodriguez Does Not Own Any Securities
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 6, 2011, Alberto Rodriguez, chief revenue officer at
Spanish Broadcasting System Inc., disclosed that he does not own
any securities of the company.

             About Spanish Broadcasting System, Inc.

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 September 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.


SPANISH BROADCASTING: Appoints Alberto Rodriguez to CRO
-------------------------------------------------------
Spanish Broadcasting System, Inc. announced the appointment of
Albert Rodriguez to Chief Revenue Officer of SBS's consolidated
operations.  Mr. Rodriguez will be responsible for overseeing the
revenue and profit performance of SBS's consolidated operations,
including radio, television, interactive and entertainment
divisions, and will continue to oversee the day-to-day operational
matters of the Miami television market as General Manager.

"I truly welcome this exciting and challenging opportunity at this
juncture in my career.  I am proud to be part of the SBS family,
the only publicly traded Hispanic -controlled multimedia company
in the United States.  I welcome being responsible for
consolidating and growing the entire media platforms that we offer
to Spanish-speaking audiences and advertisers," states Albert
Rodriguez.

Prior to his appointment as Chief Revenue Officer, Mr. Rodriguez,
age 46, was Chief Revenue Officer of the television segment and
General Manager of the Miami television market since October 12,
2010, and General Manager of the Miami television market from
January 21, 2010 through October 11, 2010.  Prior to joining SBS's
television segment, from November 1999 through January 2010, Mr.
Rodriguez was the General Sales Manager for SBS's radio properties
in Miami - WCMQ-FM 92.3 "Cl sica 92"; WRMA-FM 107.5 "Romance" and
WXDJ-FM 95.7 "El Zol 95."  In 2005, Mr. Rodriguez set the record
for El Zol 95.7 being the highest billing station in Florida's
history.

"I am extremely pleased and honored to announce the appointment of
Albert Rodriguez as Chief Revenue Officer of SBS.  This promotion
is well deserved due to his many contributions to SBS during the
last 12 years.  Albert not only executes credible and ambitious
revenue plans, but most important, he delivers," comments Raul
Alarcon Jr., Chairman, President, and Chief Executive Officer of
SBS.  "Albert is admired, respected and liked by everyone in the
industry," adds Mr. Alarcon.

"Albert Rodriguez is the consummate client-driven professional.
He shows the kind of can-do attitude that rules business success,"
said Daisy Exp˘sito-Ulla, Chairman of d exp˘sito & Partners.

"Albert is a seasoned professional who has grown in experience and
expertise alongside the Spanish-language media and Hispanic
marketing industries," confirms Michelle Zubizarreta, CAO of Zubi
Advertising.  "He clearly understands the dynamics of the U.S.
Hispanic market and the growing importance of this consumer base."

Currently, the Company pays Mr. Rodriguez an annual base salary of
$180,000.  In addition, Mr. Rodriguez is eligible to receive an
annual performance bonus based on achieving certain performance
targets for the Company's consolidated television operations and
the Miami television market.  Under the terms of appointment, Mr.
Rodriquez' base salary will be reviewed and is subject to
adjustment, and he will be entitled to receive employee benefits
provided to the Company's management level employees, such as
health insurance and reimbursement of out-of-pocket business
related expenses.

             About Spanish Broadcasting System, Inc.

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 September 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.


STACY JO'S: Selling Pa. Real Estate Parcel for $350,000
-------------------------------------------------------
Stacy Jo's Ice Cream, Inc., will ask the Honorable Judith K.
Fitzgerald to authorize the sale of 2.846 acres located in the
Township of Robinson, County of Allegheny, Pennsylvania,
identified as Block 266-G, Lot 49 in the Deed Registry of
Allegheny County, for $350,000 on an "As Is, Where Is" basis, at a
9:30 a.m. hearing in Pittsburgh on Jan. 28, 2011.  The Court may
entertain higher offers at the hearing, at which time objections
to the proposed transaction will be heard and a confirmation
hearing will be held.  Additional information is available from
the Debtor's lawyer:

         Donald R. Calaiaro, Esq.
         Grant Building, Suite 1105
         310 Grant Street
         Pittsburgh, PA 15219-2230
         Telephone (412) 232-0930

Stacy Jo's Ice Cream, Inc., dba Bruster's, sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 10-21387) on March 2, 2010.
A copy of the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/pawb10-21387.pdfat no charge.


STRATEGIC AMERICAN: Discovers Errors in Oct. 31 Reports
-------------------------------------------------------
On January 7, 2011, Strategic American Oil Corporation filed with
the Securities and Exchange Commission an amended quarterly
results on Form 10-Q to correct the company's financial statements
for the three months ended October 31, 2009 and 2008.  Subsequent
to issuing the report for the three months ended October 31, 2009
and 2008, the Company discovered the following errors that
impacted the balance sheets, statements of operations and
comprehensive loss, and statements of cash flows.

   (1) In October 2009, the Company's private placements included
       warrants which had a "price protection" feature.  As a
       result, the warrants are not considered indexed to the
       Company's own stock, and as such, they are to be classified
       as liabilities and all future changes in the fair value of
       these warrants will be recognized currently in earnings in
       the Company's consolidated statement of operations under
       the caption "Other Items - Gain (loss) on warrant
       derivative liability" until such time as the warrants are
       exercised or expire.  The previously filed financial
       statements reflected the warrants as indexed to the
       Company's own stock and classified them as a component of
       equity.

   (2) In August 2009, the Company extended the term of warrants
       originally issued with an equity raise.  Because the
       warrants that were extended were originally issued with
       common stock, the fair values associated with this
       modification should have been recorded as a deemed
       dividend. The previously filed financial statements
       reflected the extension as interest and finance charges.

A full-text copy of the Amended Quarter Reports is available for
free at http://ResearchArchives.com/t/s?71f0

                   About Strategic American Oil

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at October 31, 2010, showed
$1.89 million in total assets, $2.96 million in total liabilities,
and a stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


STRATEGIC AMERICAN: Discovers Errors in Jan. 31 Reports
-------------------------------------------------------
Strategic American Oil Corporation filed with the Securities and
Exchange Commission, on January 7, 2011, an amended quarterly
results on Form 10-Q to correct the company's financial statements
for the three months and six months ended January 31, 2010 and
2009.  Subsequent to issuing the report for the three and six
months ended January 31, 2010 and 2009, the Company discovered the
following errors that impacted the balance sheets, statements of
operations and comprehensive loss, and statements of cash flows.

   (1) In October and November 2009, the Company's private
       placements included warrants which had a "price protection"
       feature.  As a result, the warrants are not considered
       indexed to the Company's own stock, and as such, they are
       to be classified as liabilities and all future changes in
       the fair value of these warrants will be recognized
       currently in earnings in the Company's consolidated
       statement of operations under the caption "Other Items -
       Gain (loss) on warrant derivative liability" until such
       time as the warrants are exercised or expire.  The
       previously filed financial statements reflected the w
       warrants as indexed to the Company's own stock and
       classified them as a component of equity.

   (2) In August 2009, the Company extended the term of warrants
       originally issued with an equity raise.  Because the
       warrants that were extended were originally issued with
       common stock, the fair values associated with this
       modification should have been recorded as a deemed
       dividend.  The previously filed financial statements
       reflected the extension as interest and finance charges.

A full-text copy of the Amended Quarterly Reports is available for
free at http://ResearchArchives.com/t/s?71f1

                  About Strategic American Oil

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at October 31, 2010, showed
$1.89 million in total assets, $2.96 million in total liabilities,
and a stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


STRATEGIC AMERICAN: Discovers Errors in Apr. 30 Reports
-------------------------------------------------------
On January 7, 2011, Strategic American Oil Corporation filed with
the Securities and Exchange Commission an amended quarter results
on Form 10-Q to correct its financial statements for the three and
nine months ended April 30, 2010 and 2009.  Subsequent to issuing
the report for the three and nine months ended April 30, 2010 and
2009, the Compay discovered the following errors that impacted the
balance sheets, statements of operations and comprehensive loss,
and statements of cash flows.

   (1) In October and November 2009, the Company's private
       placements included warrants which had a "price protection"
       feature.  As a result, the warrants are not considered
       indexed to the Company's own stock, and as such, they are
       to be classified as liabilities and all future changes in
       the fair value of these warrants will be recognized
       currently in earnings in the Company's consolidated
       statement of operations under the caption "Other Items -
       Gain (loss) on warrant derivative liability" until such
       time as the warrants are exercised or expire.  The
       previously filed financial statements reflected the
       warrants as indexed to the Company's own stock and
       classified them as a component of equity.

   (2) In August 2009 and February 2010, the Company extended the
       term of warrants originally issued with an equity raise.
       Because the warrants that were extended were originally
       issued with common stock, the fair values associated with
       this modification should have been recorded as a deemed
       dividend.  The previously filed financial statements
       reflected the extensions as interest and finance charges.

   (3) In April 2010, the Company repriced certain warrants issued
       in October and November 2009 and classified as derivative
       warrants.  These warrants are measured at each reporting
       date with the changes recognized in earnings and this
       repricing has no accounting impact.  The previously filed
       financial statements reflected the change as interest and
       finance charges.

A full-text copy of the amended quarter results is available for
free at http://ResearchArchives.com/t/s?71f3

                    About Strategic American Oil

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at October 31, 2010, showed
$1.89 million in total assets, $2.96 million in total liabilities,
and a stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


SUN CONTROL: Hires Richard H. Gins as Bankruptcy Counsel
--------------------------------------------------------
Sun Control Systems, Inc., seeks Bankruptcy Court authority to
employ The Law Office of Richard H. Gins, LLC, specifically
Richard H. Gins, Esq., as its bankruptcy counsel.

The firm's professional services will include giving legal advice
with respect to the Debtor's powers and duties as debtor-in-
possession in the continued operation of its business and the
management of its property; preparing necessary applications,
answers, orders, reports and other legal papers; performing all
other legal services for the Debtor as debtor-in-possession;
advising the Debtor and assisting in the preparation of a plan of
reorganization and a disclosure statement; and obtaining
confirmation of the plan of reorganization.

To the best of Sun Control's knowledge, the firm and its members
have no connection with the creditors, any other party-in-
interest, their attorneys and accountants, the U.S. trustee, or
any person employed in the office of the U.S. trustee.  Sun
Control attests that the firm and its members represent no adverse
interest to the Debtor or its estate in the matters upon which the
firm is to be engaged.

Sun Control intends to employ the firm under a general retainer
because of the extensive legal services required.

The firm can be reached at:

          Richard H. Gins, Esq.
          THE LAW OFFICE OF RICHARD H. GINS, LLC
          3 Bethesda Metro Center, Suite 530
          Bethesda, MD 20814
          Tel: (301) 718-1078
          Fax: (301) 718-8359
          E-mail: richard@ginslaw.com

Based in Rockville, Maryland, Sun Control Systems, Inc., is a
specialty contractor furnishing and installing commercial window
treatments and visual communication tools.  Sun Control Systems
filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-37991)
on December 13, 2010. Judge Wendelin I. Lipp presides over the
case.  In its petition, the Debtor listed $10 million to
$50 million in both assets and debts.


SUNBELT DEVELOPMENT: Shindico Realty to Sell Products Facility
--------------------------------------------------------------
Greg Vandermeulen at The Red River Valley Echo reports that
Sunbelt Development Group has hired Winnipeg based Shindico Realty
to sell the former Sunbelt Prairie Products facility.  The report
relates that it's been more than a year since Sunbelt Prairie
Products entered into receivership, crippling the development
group.  According to the report, the facility was made available
in the market a year ago but the facility has not been sold.


SUNGARD DATA: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed these ratings for SunGard Data Systems
Inc.:

* Issuer Default Rating (IDR) at 'B';

* $4.7 billion senior secured term loan due 2014 and 2016 at
   'BB-/RR2';

* $829 million senior secured revolving credit facility (RCF)
   due 2011 and 2013 at 'BB-/RR2';

* $250 million 4.875% senior notes due 2014 at 'B/RR4';

* $500 million 10.625% senior unsecured notes due 2015 at
   'B-/RR5';

* $900 million 7.375% senior unsecured notes due 2018 at
   'B-/RR5';

* $700 million 7.625% senior unsecured notes due 2020 at
   'B-/RR5'; and

* $1 billion 10.25% senior subordinated notes due 2015 at
   'CCC/RR6'.

The Ratings Outlook is Stable.

The Stable Outlook reflects the following considerations:

* An improved operating environment in 2011 with expectations
   for modest EBITDA improvement following a challenging 2010
   driven principally by a large customer loss in the financial
   services business.  Improved results in 2011 could be offset
   by expected weakness in the public service and higher
   education segments due to ongoing budget constraints in those
   verticals.

* Fitch expects 2011 free cash flow to be stable or modestly
   higher from 2010, sufficient to fund future small acquisitions
   and required annual term loan amortization of approximately
   $50 million.  Fitch expects leverage to fall below 6.0 times
   (x) in 2011 with interest coverage of approximately 2x.  While
   these metrics are relatively strong for a 'B' credit with
   consistently positive free cash flow, Fitch notes that SunGard
   capitalizes a significant amount of software development and
   relies on operating leases for much of its capital equipment
   which distorts the relative EBITDA leverage metrics.  When
   evaluating SunGard's leverage on a free cash flow basis, free
   cash flow represents approximately 4% of total adjusted debt
   which is more in-line with comparably rated credits.

SunGard disclosed in a November 2010 prospectus filing that it is
contemplating a spin-off of its Availability Services (AS)
business segment.  It expects that if a spin were to occur AS
would incur new debt and SunGard would reduce existing debt at the
remaining company.  Additionally, SunGard also disclosed that it
expects to receive cash from an equity issuance of one of its
parent companies coincident with any spin of AS.

Fitch believes that this potential event could ultimately reduce
leverage for the remaining company and be beneficial for
bondholders.  However, plans for a spin of AS and equity issuance
are preliminary and may be delayed in part or indefinitely.

The AS business contributed $1.5 billion in revenue over the
latest 12 month (LTM) period (ending Sept. 30, 2010),
approximately 28% of total company revenue, and $329 million in
operating income, or approximately 29% of total segment operating
income.

The ratings are supported by SunGard's:

* Strong recurring revenue profile supported by longer-term
    contracts and significant switching costs;

* Consistent free cash flow;
* Leading positions in each of its businesses due to its
    significant scale and product breadth; and

* Well-diversified customer portfolio.

Rating concerns include:

*  Fitch's expectations that SunGard's debt levels and debt
    service requirements will remain significant over the
    intermediate term;

*  Ongoing operating EBITDA margin erosion, due mainly to
    aggressive pricing related to retaining long-term customer
    contracts, as well as ongoing acquisitions;

*  Significant exposure to and longer-term uncertainty around the
    size and structure of the financial services industry; and

*  Integration risks associated with Fitch's belief that the
    company will continue its historical bias toward augmenting
    mature organic revenue growth rates with acquisitions.

The amorphous nature of SunGard's business presents a challenge in
discerning the operating trends impacting credit metrics.  Given
the highly diverse nature of the business, both in terms of
products and customers, there are no meaningful metrics available
from the company, outside of traditional financial statement
analysis, that one can use to gauge underlying operating trends.
Further, there are no macro economic figures that provide a
meaningful benchmark to gauge the relative performance of the
company.  As a result, it is difficult to interpret a change in
revenue growth rates or EBITDA margin as a result of cyclical,
customer or product specific issues rather than a broader
fundamental shift in secular trends or SunGard's competitive
positioning.  Consequently, Fitch believes there is less
flexibility inherent in SunGard's rating if negative trends in
revenue growth or profitability metrics were to occur in the
future.

Total debt at Sept. 30, 2010 was $8.2 billion and consisted
primarily of: 1) $4.7 billion of senior secured term loans, of
which approximately $2 billion expires 2014 and $2.7 billion
expires 2016; 2) $277 million outstanding under the company's on-
balance-sheet accounts receivable (AR) securitization facility,
which matures in September 2014; 3) approximately $233 million
of 4.875% senior notes due 2014 ($250 million at maturity),
which were originally unsecured when issued in 2004 but which
became secured by real property in the leveraged buyout (LBO);
4) $1.6 billion of 9.125% senior unsecured notes due 2013;
5) approximately $495 million of 10.625% senior unsecured notes
due 2015 ($500 million at maturity); and 6) $1 billion of 10.25%
senior subordinated notes due 2015.

In November 2010, SunGard issued $1.6 billion in new unsecured
notes in the form of $900 million of 7.375% notes due November
2018 and $700 million of 7.625% notes due November 2020.  Proceeds
were used to retire the full $1.6 billion of 9.125% notes due
2013.

As of Sept. 30, 2010, Fitch believes SunGard's current liquidity
position was sufficient, given the company's minimal near-term
debt service needs.  Liquidity consisted of $787 million of cash
and approximately $796 million available under its $829 million
RCF, of which $249 million expires September 2011 and $580 million
expires 2013.  Liquidity is also supported by annual free cash
flow, which Fitch expects will be at least $300 million in 2011,
given expectations for flat operating profit.

SunGard's Recovery Ratings reflect Fitch's belief that the
company would be reorganized rather than liquidated in a
bankruptcy scenario, given Fitch's estimates that the company's
ongoing concern value is significantly higher than its projected
liquidation value, due mostly to the significant value associated
with SunGard's intangible assets.  In estimating ongoing concern
value, Fitch applies a valuation multiple of 5x to the company's
discounted EBITDA.  Fitch discounts SunGard's normalized operating
EBITDA by 25%, approximately corresponding to the EBITDA level
that would breach the company's leverage covenant in the secured
credit agreement.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately
$5.6 billion. Based upon these assumptions, the senior secured
debt, including $829 million revolving credit and $4.7 billion of
term loan facilities recover approximately 71%-90%, resulting in
'RR2' ratings for both tranches of debt.  The senior notes' 'RR4'
Recovery Rating reflects the partial security these notes received
during the LBO process and Fitch's belief that the secured bank
debt is in a superior position due to its right to the company's
intellectual property.  The 'RR5' Recovery Rating for the
$2.1 billion senior unsecured debt reflects Fitch's estimate
that 11%-30% recovery is reasonable, while the 'RR6' Recovery
Rating for the $1 billion of subordinated debt reflects Fitch's
belief that negligible recovery would be achievable due to its
deep subordination to other securities in the capital structure.


SUPERIOR ACQUISITIONS: Hires Michael Fallon as Counsel
------------------------------------------------------
Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California approved the application of
Superior Acquisitions, Inc., to employ Michael C. Fallon, Esq., as
its counsel under a general retainer.

Mr. Fallon's services will include the general representation of
the Debtor in its bankruptcy case and the performance of all legal
services, which may be necessary.

Superior Acquisitions will pay Mr. Fallon an hourly rate of $400,
and $150 per hour to his legal assistant.  Superior Acquisitions
will also deposit $10,000 with an additional $40,000 before the
filing of the Chapter 11.  The deposits will be treated as earned
upon receipt subject to approval of the Bankruptcy Court.  Mr.
Fallon will be reimbursed for all actual costs and expenses
related to the services.

Superior Acquisitions attests that the firm does not hold or
represent any interest adverse to the estate and is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.

Mr. Fallon can be reached at:

          Michael C. Fallon, Esq.
          Attorney at Law
          100 E Street, Suite 219
          Santa Rosa, CA 95404
          Telephone: (707) 546-6770
          Facsimile: (707) 546-5775
          E-mail: mcfallon@fallonlaw.net

Superior Acquisitions, Inc., filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 10-13730) on September 28, 2010.
The Debtor estimated assets at $10 million to $50 million and
debts at $1 million to $10 million.


SUPERIOR ACQUISITIONS: Files New List of 20 Largest Unsecureds
--------------------------------------------------------------
Superior Acquisitions, Inc., has filed with the U.S. Bankruptcy
Court for the Northern District of California a new list of its 20
largest unsecured creditors:

        Entity                   Nature of Claim      Claim Amount
        ------                   ---------------      ------------
Premier West Bank                5895 Dam Road Ext.     $1,700,000
880 Cypress Bank                 Clearlake, LA 95453
Redding, CA 96003                (Carl's Jr. Site)

Premier West Bank                Bare land in           $1,700,000
880 Cypress Bank                 Development
Redding, CA 96003                (Carl's Jr. Restaurant)

Bay Sierra                       Office Building          $500,000
1410 Neotomas Avenue, Suite 106
Santa Rosa, CA 95405

Laugenour & Meikle               Business Expense         $112,314

WestAmerica Bank                 Office Parking Lot       $100,000

Carter & Momsen, LLP             Business Expense          $80,438

PG&E                             Business Expense          $55,215

City of Lakeport                 Business Expense          $51,186

Larry Moss                       Office Parking Lot        $50,000

Epidendio Construction Inc.      Business Expense          $25,877

WestAmerica Bank                 Business Expense          $21,204

Credit Bureau of Ukiah           Business Expense          $13,664

Hamblin & Associates, Inc.       Business Expense          $12,300

Kim Properties                   Business Expense          $11,055

Crane Transportation             Business Expense           $6,058

Larry Moss                       Business Expense           $5,043

Tibor E. Major, Attorney         Attorney Services          $4,750
  at Law

Johnson Law Offices              Attorney Services          $3,082

Custom Business Solutions        Business Expense           $2,700

City of Redding                  Business Expense           $2,534

A copy of the Debtor's mended list of 20 largest unsecured
creditors is available for free at:

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

                 About Superior Acquistions, Inc.

Lakeport, California-based Superior Acquisitions, Inc., filed for
Chapter 11 bankruptcy protection on September 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


SWB WACO: Bankruptcy Court Confirms First Amended Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
confirmed SWB Waco SH, L.P.'s First Amended Chapter 11 Plan of
Reorganization.

The Debtor's plan to reorganize involves a infusion of equity into
the Debtor, the Debtor reaching agreements with Sterling Bank and
E.E. Reed, whose claims are secured by liens on Heritage Quarters,
to provide for retention of those liens and repayment from
operation of the Property and ultimately a sale or refinancing of
the debt secured by the Property.  Unsecured creditors will
receive pro rata distributions from four annual payments of
$25,000 each.

On the Effective Date, the New Equity Contribution will be
deposited in cash with the Reorganized Debtor.  A new general
partner will be formed and appointed for the Reorganized
Debtor as set forth in the Plan.  All property of the estate will
be revested in the Reorganized Debtor free and clear of all liens,
claims, interests and encumbrances; save and except the Liens
securing (i) the Sterling Bank Secured Note; and (ii) 2010 ad
valorem taxes.

As of the petition date, Sterling Bank was owed $15,849,734.36
plus accrued and unpaid pre-petition interest and other costs of
$352,676.83.

E.E. Reed Construction, L.P., is owed $1,892,984 arising out of
E.E. Reed's construction of the Heritage Quarters in Waco, Texas
and the April 22, 2008 AIA A101 Form Agreement between the Debtor
and E.E. Reed.  Additionally, E.E. Reed has an unsecured claim in
the amount of $51,013.

Pursuant to the confirmed plan, the treatment for the various
claims and interests in the Debtor are:

Class 1. Secured Claim of Sterling Bank.  Beginning 30 days after
        the Effective Date of the Plan, the Reorganized Debtor
        will make monthly interest payments of $66,040.56 (5%
        simple interest) on the outstanding principal amount.
        Except as set forth below, the entire unpaid principal
        balance and all accrued and unpaid pre-petition interest
        and other costs will be due and payable on the third
        anniversary of the Effective Date of the Plan.

        At any time prior to the third anniversary of the
        Effective Date of the Plan, the Reorganized Debtor may
        satisfy the Secured Claim of Sterling Bank in full by
        making a payment in accordance with the following table
        (plus any accrued but unpaid monthly interest payments
        due:

                                                Amount of Unpaid
                            Percentage of       Pre-Petition
        Time of Payment     Unpaid Principal    Interest and Costs
        ----------------    ----------------    ------------------
        Prior to 1st               85%                 $0.00
         Anniversary

        On or after 1st
         Anniversary but
         Prior to 2nd
         Anniversary               90%               $150,000

        On or after 2nd
         Anniversary but
         prior to 3rd
         Anniversary              100%               $250,000

        The Equity Interests in the Reorganized Debtor are pledged
        as additional collateral to Sterling Bank.

        The existing guarantees issued by Kevin J. Matocha,
        Costandl R. Bajjali a/k/a Costa Bajjali, David G. Wallace,
        the Whitney L. Wallace 1996 Sub-S Trust, the Jaquelyn M.
        Wallace 1996 Sub-S Trust, Stonehenge Companies, LLC,
        Wallace Bajjali Development Partners, LLP will remain in
        force as written.

Class 2. Secured Claim of E.E. Reed.  Unless the E.E. Reed Secured
        Claim has been previously paid or satisfied, on the first
        and second anniversaries of the Effective Date of the
        Plan, the Reorganized Debtor will pay to E.E. Reed the sum
        of $100,000.  On the third anniversary of the Effective
        Date of the Plan, the Reorganized Debtor will pay to E.E.
        Reed the unpaid balance of the E.E. Reed Secured Claim.

        At any time prior to the third anniversary of the
        Effective Date of the Plan, the Reorganized Debtor may
        satisfy the Secured Claim of E.E. Reed in full by making a
        payment in accordance with the following table:

                                             Percentage of
               Time of Payment               Unpaid Claim
        -----------------------------        -------------
        Prior to 1st Anniversary                  85%

        On or after 1st Anniversary
         but Prior to 2nd Anniversary             90%

        On or after 2nd Anniversary
         but prior to 3rd Anniversary            100%

Class 3a. Heritage M&M Lien Claims.  Pursuant to Chapter 53.201 et
        seq. of the Texas Property Code, holders of Allowed Class
        3a Claims will look solely to (i) E.E. Reed; (ii) the
        payments made to E.E. Reed by the Reorganized Debtor; and
        (iii) the Payment and Performance Bonds provided by E.E.
        Reed in connection with the construction of Heritage
        Quarters for satisfaction of their claims.  All liens/lien
        notices securing such claims against the Heritage Quarters
        are voided.

Class 3b. Miscellaneous Secured Claims.  In the sole discretion of
        the Reorganized Debtor, the holder of an Allowed
        Miscellaneous Secured Claim will receive either (i) the
        proceeds of the Collateral securing such Claimant's
        Allowed Claim after satisfaction in full of all superior
        liens up to the Allowed Amount of the Claimant's Allowed
        Secured Claim; (ii) the Collateral securing such
        Claimant's Allowed Secured Claim in full and final
        satisfaction of such Claim; or (iii) payment of the Claim
        in accordance with the terms of the underlying agreement.

Class 4. Priority Non-Tax Claims.  Each Holder of a Priority Non-
        Tax Claim will be paid in full in Cash.

Class 5. General Unsecured Claims.  On the first, second, third
        and fourth anniversaries of the Effective Date of the
        Plan, the Reorganized Debtor will deposit into the U/S
        Creditor Cash Account the lesser of (i) $25,000; or (ii)
        the amount necessary to pay all Allowed General Unsecured
        Claims and Allowed Subordinated Claims in full.  Ten days
        after the first, second, third and fourth anniversaries of
        the Effective Date of the Plan, each holder of an Allowed
        General Unsecured Claim will receive a Pro Rata share of
        the available balance in the U/S Creditor Cash Account
        less $100 up to the Allowed Amount of such Claim.
        Notwithstanding the foregoing, should Heritage Quarters be
        transferred to Sterling Bank whether by foreclosure,
        pursuant to Article 5.1 of the Plan or otherwise, the
        obligation of the Reorganized Debtor to make any future
        payments will cease.

Class 6. Subordinated Claims.  At such time as all Class 5 Claims
        have been paid in full and there remain amounts in the U/S
        Creditor Cash Account, each holder of an Allowed
        Subordinated Claim will receive a Pro Rata share of the
        available balance in the U/S Creditor Cash Account less
        $100 up to the Allowed Amount of such Claim.
        Notwithstanding the foregoing, should Heritage Quarters be
        transferred to Sterling Bank in accordance with Article
        5.1 of the Plan, the obligation of the Reorganized Debtor
        to make any future payments will cease.

Class 7. Equity Interests.  In exchange for the New Equity
       Contribution, all limited partners in the Debtor will
       retain Equity Interests in the following percentages:

       Waco Student Housing Equity, LP     96.1400000%
       WB Real Estate Holdings, LLC         3.8577552%

       The general partner interest in the Debtor held by SWB Waco
       SH GP, LLC, will be canceled on the Effective Date of the
       Plan.  During the pending of the Plan, no distributions
       will be made to holders of Equity Interests.

A copy of the First Amended Disclosure Statement in support of the
Debtor's First Amended Chapter 11 Plan of Reorganization is
available for free at:

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

                      About SWB Waco SH, L.P.

Sugar Land, Texas-based SWB Waco SH, L.P., owns an operates a
recently constructed 374-bed apartment complex in Waco, Texas
known as Heritage Quarters.  The Property is part of a re-
development project of the downtown Waco area and serves primarily
as an off-campus student housing facility for Baylor University.

SWB Waco filed for Chapter 11 bankruptcy protection on
September 7, 2010 (Bankr. S.D. Texas Case No. 10-38001).  The U.S.
Trustee was unable to form an official committee of unsecured
creditors in this case.  David Ronald Jones, Esq., at Porter &
Hedges LLP, and the law firm of Walker & Patterson, P.C., assist
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed assets of  $19,642,118 and liabilities of
$18,893,370 as of the petition date.


SWIFT CORP: S&P Raises Corp. Credit Rating to B; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on U.S.-
based Swift Corp., including raising the corporate credit rating,
to 'B' from 'B-' and removed ratings from CreditWatch, where S&P
placed them Nov. 30, 2010, with positive implications.  The
outlook is positive.

"The upgrade reflects the improvement in Swift's financial
profile, following its debt refinancing and application of equity
proceeds, and S&P's expectation of stronger earnings and cash
flow," said Standard & Poor's credit analyst Anita Ogbara.  "We
expect these credit measures to benefit from lower interest
expense and substantial debt reduction."

The ratings on Swift reflect its participation in the highly
fragmented, cyclical, and capital-intensive truckload (TL)
trucking segment and the Company's highly leveraged financial
profile.  The Company's position as one of the largest TL
carriers in the U.S. and growing positions in the intermodal and
dedicated trucking businesses somewhat offset these factors.  S&P
characterizes the Company's business profile as weak, financial
profile as highly leveraged, and liquidity as adequate.

The outlook is positive.  As a result of Swift's recent IPO,
new credit facility, and debt refinancing, we expect near-term
improvement in its credit measures, maturity profile, and
liquidity.  Furthermore, given the rebound in freight volumes
and improving fundamentals in the truckload industry, we expect
the Company's operating performance, profitability, and cash flow
to continue strengthening in the next few quarters.  We could
raise the ratings if earnings improvement results in FFO to total
debt in the 15% to 20% area on a sustained basis.  On the other
hand, if financial results do not improve as anticipated such that
FFO to total debt remains below 15% we could revise the outlook to
stable," Ms. Ogbara added.


TAMARACK RESORT: Court Dismisses Chapter 11 Case
------------------------------------------------
The Associated Press reports that Judge Terry Myers on Tuesday
dismissed Tamarack Resort's bankruptcy case from federal Chapter
11 protection, sending it back to state court where foreclosure
proceedings may eventually proceed to a sheriff's sale.

Eagle, Idaho-based Green Valley Holdings, which last year offered
to buy Tamarack for $40 million, told the AP the decision could
complicate a sale, though it's still committed to buying and
resurrecting the vacation development.  Matthew Hutcheson, a
founder of Green Valley, said his group would work with creditors
on a transaction in state court to complete the sale.

The AP reports Tamarack majority owner J.P. Boespflug lamented the
decision.  He says keeping the case in Chapter 11 protection
offers the clearest and easiest path for disposing Tamarack's
assets as a whole while paying at least some money to creditors,
including a lender consortium led by Credit Suisse Group that is
owed more than $350 million combined.

Credit Suisse had asked the Court to convert Tamarack's case into
Chapter 7 liquidation or send it back to state court to begin
foreclosure.  Credit Suisse argued Mr. Boespflug had proven
himself incapable of managing the property or finding a buyer.

The AP reports that a 4th District Court judge in Idaho is still
busy determining who among the resort's secured creditors is first
in line to be repaid.

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TASTY BAKING: Pa. Offers $1MM Loan as Payment Deadline Nears
------------------------------------------------------------
The Associated Press reports that Gov. Ed Rendell says
Pennsylvania is prepared to offer Tastykakes a $1 million loan.
Gov. Rendell said at a news conference Tuesday that Tasty Baking
Co. hasn't yet taken him up on the offer because it's a portion of
what they will need.

              Jan. 14 Forbearance & Payment Deadline

On January 5, 2011, the Company said it is actively pursuing two
parallel processes.  First, the Company has entered into
discussions with its bank group led by Citizens Bank to explore
various alternatives to address its current liquidity needs,
including increasing the amount of funds available under the
Company's bank line of credit, as well as addressing the current
and future covenant requirements under the Company's Credit
Agreement.

While discussions are ongoing, the bank group has agreed to defer
until January 14, 2011 all principal payments and credit facility
reductions.  In addition, the lenders for the Company's loans from
the PIDC Local Development Corporation and the Machinery and
Equipment Loan Fund of the Department of Community and Economic
Development of Pennsylvania, along with the landlords for the
Company's leases at the new bakery and its office headquarters in
Philadelphia, have also agreed to defer until January 31, 2011
certain payments due under their loans and leases.

Second, the Company has retained Janney Montgomery Scott LLC as
its financial advisor to assist the Company in its evaluation of
various possible financial and strategic options including
refinancing the Company's long-term debt due in September 2012,
raising additional capital, a potential combination with another
company as part of the consolidation occurring in the baked goods
industry or a potential sale of the Company.  At this time, there
can be no assurance that the bank group will increase the line of
credit or make any changes to current or future covenant
requirements or that any transactions will occur or, if
undertaken, their terms or timing.

According to the Company's Form 8-K filed with the Securities and
Exchange Commission, the Company on December 31, 2010, entered
into a Waiver Agreement and Sixth Amendment to its Credit
Agreement dated as of September 6, 2007, as amended, with Citizens
Bank of Pennsylvania, as Administrative Agent, Collateral Agent,
Swing Line Lender and Letter of Credit Issuer; and Bank of
America, N.A., Sovereign Bank, and Manufacturers and Traders Trust
Company, each as a Lender.  The Bank Agreement provides for a
five-year, $100.0 million secured credit facility, consisting of a
$55.0 million fixed asset line of credit, a $35.0 million working
capital revolver and a $10.0 million low-interest job bank loan
from Citizens in partnership with the Commonwealth of
Pennsylvania.  The Bank Credit Facility is secured by a blanket
lien on the assets of the Borrowers.  The outstanding principal
amount under the Bank Credit Facility was roughly $81.5 million,
which excludes $10.2 million reserved under letter of credit
arrangements.

According to the regulatory filing, if the Borrowers are not in
compliance with any of these amended terms or the financial
covenants on or after January 15, 2011, or by 2 p.m. on January
14, 2011 with regard to the payment of principal, then an Event of
Default would occur under the Bank Agreement without the need for
further notice and without an opportunity to cure.

A copy of the Form 8-K is available at http://is.gd/kAMX6

                    Q4 Cash Savings Miss Target

Tasty Baking also said preliminary financial data available for
its fourth quarter ended December 25, 2010, indicates that as a
result of certain production difficulties during the optimization
of its new Philadelphia bakery the Company did not achieve the
expected operational cash savings from this bakery during the
fourth quarter.

Charles P. Pizzi, president and chief executive officer of Tasty
Baking Company, said, "as of November 1, 2010 our expectation was
that a run rate of $13 million in annualized pre-tax cash savings,
net of facility leases but before debt service, would be achieved
by the end of the fourth quarter of 2010. Due to unanticipated
operational challenges, the run-rate savings at the end of the
fourth quarter of 2010 is now expected to be approximately $10
million."  Given the operational volatility experienced to date,
the Company expects to only report the Company's run-rate savings
at the time of each future quarterly earnings release.

Further, due to the lower than expected cost savings as well as
due to a number of other factors, including the impact of the
recent bankruptcy filing by The Great Atlantic & Pacific Tea
Company, Inc., and the sharp rise in commodity costs, the Company
is currently experiencing extremely tight liquidity.

Mr. Pizzi concluded, "While this has been a challenging period for
us operationally, we remain focused on growing the business. To
that end we continue to partner with new grocery and convenience
store customers within our core markets, increase penetration with
key customers, and launch new products into the marketplace.
Finally, despite the challenges we have faced, we have continued
to outpace the category and grow our overall market share."

                        About Tasty Baking

Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/
-- founded in 1914 and headquartered in Philadelphia,
Pennsylvania, is one of the country's leading bakers of snack
cakes, pies, cookies, and donuts with manufacturing facilities in
Philadelphia and Oxford, Pennsylvania.  Tasty Baking Company
offers more than 100 products under the Tastykake brand name.

As of September 25, 2010, the Company had $185,504,000 in total
assets and $169,743,000 in total liabilities.


TODD FAMILY: Seeks Dismissal of 2nd Involuntary Petition
--------------------------------------------------------
Michael L. Todd -- one of the co-managing members of the alleged
debtor Todd Family Properties, LLC -- asks the U.S. Bankruptcy
Court for the Northern District of Alabama to dismiss the
involuntary petition and for costs, attorneys' fees, damages and
punitive damages.

On November 8, 2010, Mark Todd, Mike Frugeau, and Zac Jones filed
an involuntary Chapter 11 petition against Todd Family Properties.
This is the second involuntary petition filed against the alleged
debtor; the first was filed on September 8, 2010, and was
dismissed on November 5, 2010.

Harlan F. Winn, III, Esq., at Battle & Winn LLP, in Birmingham,
Alabama, tells the Court the Second Petition was filed just three
days after the first one was dismissed, in time to stop, yet
again, a case pending in the Circuit Court of Jefferson County,
Alabama, against Mark Todd and his wife, Dena Todd, as well as
stopping, yet again, the proceeding by Bancorp South against a
bond posted by Mark and Dena Todd in a case pending in St. Clair
County Circuit Court.

The purported creditors of the Second Petition Case assert an
aggregate of $266,500 in claims against Todd Family Properties.
Mike Todd is not aware of and disputes that any debt is owed by
Todd Family Properties to the purported creditors, according to
Mr. Winn.

Mike Todd asks the Court to take judicial notice of the evidence,
pleadings and other filings, including orders, filed and entered
in the First Petition Case.  Mr. Winn relates that the Bankruptcy
Court entered orders relieving certain creditors from the
automatic stay, and the Jefferson County Case was set for a status
conference on Mike Todd's Motion to Enforce a mediation settlement
agreement that mark Todd desires to avoid.

On November 5, 2010, the Bankruptcy Court also granted Bancorp
South relief from stay to pursue a claim against a $7,500 bond
posted by Mark and Dena Todd in the St. Clair County Case in
connection with a failed attempt to enjoin the foreclosure on the
Todd Family Properties property that Mark and Dena Todd were
improperly using as their residence, Mr. Winn continues.

After the dismissal of the First Petition Case was dismissed, Mike
Todd sought and received a hearing date on a Motion to Lift Stay
and Request for Status Conference in the Jefferson County Case.
Mark Todd, in order to stop the state court proceedings that were
adversely affecting him, orchestrated the filing of the Second
Petition Case, Mr. Winn contends.  He asserts that the current
petition has also been filed in bad faith and for an improper
purpose.

Vestavia, Alabama-based Todd Family Properties, LLC, was placed in
involuntary chapter 11 bankruptcy (Bankr. N.D. Ala. Case No.
10-06632) on November 8, 2010.


TRI-CITIES FAST: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tri-Cities Fast Lubes, Inc.
        230 Station Way, Suite D
        Arroyo Grande, CA 93420

Bankruptcy Case No.: 11-10125

Chapter 11 Petition Date: January 10, 2011

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

Judge: Robin Riblet

Debtor's Counsel: Jonathan Gura, Esq.
                  MICHAELSON SUSI & MICHAELSON
                  7 W. Figueroa Street, 2nd Floor
                  Santa Barbara, CA 93101
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  E-mail: jon@msmlaw.com

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

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

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-10125.pdf

The petition was signed by Sean Porcher, president and CEO.


TROPICANA ENTERTAINMENT: Foodservice & LandCo Claims Resolved
-------------------------------------------------------------
Tropicana entities known as the Liquidating LandCo Debtors inform
the Bankruptcy Court that pursuant to their First Amended Joint
Plan of Reorganization, as declared effective on July 1, 2009,
they have entered into a stipulation resolving various claims of
U.S. Foodservice, Inc., and E&H Distributing, LLC, doing business
as Outwest Meat Company.

USF filed claims against the OpCo Debtors, some of which were
allocated to the LandCo Debtors by the OpCo Debtors.  OMC has not
filed any proofs of claim in the bankruptcy cases of the
Reorganized Debtors.

Within 90 days before the Petition Date, one of the LandCo
Debtors allegedly made certain payments on account of certain
alleged antecedent debts to (i) USF in the aggregate amount of
$901,522, and (ii) OMC in the aggregate amount of $131,810.

The Liquidating LandCo Debtors asserted the right to avoid the
Preference Claims and recover the payments made on account of the
Preference Claims.  USF and OMC deny the Liquidating LandCo
Debtors' allegations and assertions with respect to the
Preference Claims and have asserted certain defenses to the
Preference Claims.

The Liquidating LandCo Debtors, USF, and OMC tolled the time
within which the Liquidating LandCo Debtors have to file
complaints against USF and OMC on account of the Preference
Claims pursuant to Section 547 of the Bankruptcy Code.

USF, OMC, the Reorganized OpCo Debtors, the Liquidating LandCo
Debtors, and HMR Enterprises, Inc., an entity that holds a
related Section 503(b)(9) claim against the Reorganized OpCo
Debtors, reached an agreement as to the terms of a global
settlement stipulation with respect to, among other things, the
administrative and unsecured claims held by USF against the
Reorganized OpCo Debtors and the Liquidating LandCo Debtors.

By December 1, 2010, all parties but the Reorganized OpCo Debtors
had executed the Global Stipulation.  On December 14, 2010, USF
filed a motion to compel immediate payment by the Reorganized
OpCo Debtors of the Section 503(b)(9) and general unsecured
claims pursuant to agreed terms.

As a result of the Reorganized OpCo Debtors' refusal to execute
the Global Stipulation embodying all the parties' agreement, the
Liquidating LandCo Debtors, USF and OMC have agreed to enter into
a separate stipulation only with respect to claims and agreements
between them.  Among other things, the Stipulating Parties agree
that:

  (a) In full and final satisfaction of all of USF's claims
      against the LandCo Debtors arising on or before the
      Petition Date, USF will be deemed to hold an allowed claim
      against the Liquidating LandCo Debtor Hotel Ramada of
      Nevada for $594,299, of which (i) $276,755 will be an
      Allowed Administrative Claim pursuant to Sections
      503(b)(9) and 507(a)(2) of the Bankruptcy Code, and
      (ii) $317,543 will be an Allowed Class 4 LandCo General
      Unsecured Claim.

  (b) The USF LandCo Administrative Claim will have been paid by
      December 31, 2010.

  (c) The USF LandCo Unsecured Claim will be paid in accordance
      with the applicable provisions of the LandCo Plan.

  (d) The $594,299 USF LandCo Claim may be recorded as a single
      claim on the claims register, provided that the record
      will reflect the relative priorities and amounts of the
      USF LandCo Claim.

  (e) The LandCo Debtors will not pursue, and affirmatively
      waive, the Preference Claims against OMC and USF.

The Stipulating Parties also agree to certain release language
with respect to the USF LandCo Claim and the Preference Claims.
The Claims and the release will not be deemed to include any
claims that (i) relate to, arise out of, or are based in any way
on facts, events, acts or omissions arising or occurring on or
after December 29, 2010, or (ii) are not Claims specifically
defined in the Stipulation.

The Stipulation constitutes a full and complete defense to any
claim, demand, action or other proceeding that may be brought on
behalf of USF and OMC, provided that nothing in the Stipulation
will effect, modify, release or otherwise impact the rights and
defenses of USF and OMC with respect to USF's Motion to Compel,
the Global Stipulation, and any and all claims and causes of
actions of USF and OMC against the Reorganized OpCo Debtors.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos
and resorts in Atlantic City, New Jersey and Evansville,
Indiana obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ULTIMATE ESCAPES: Court Approves Sheon Karol as CRO
---------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Ultimate Escapes' motion seeking (1) to retain CRG Partners Group
to provide a chief restructuring officer and additional personnel
and (2) appointing CRG Partners' Sheon Karol (partner) as chief
restructuring officer.

                       About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNIFI INC: Recasts Annual Report for Fiscal Year 2010
-----------------------------------------------------
On January 7, 201, Unifi, Inc. filed a current report on Form 8-K
to recast its Annual Report on Form 10-K for the fiscal year ended
June 27, 2010 to reflect the reverse stock split of the Company's
Common Stock at a reverse stock split ratio of 1-for-3, which
became effective November 3, 2010.  All share and per share
computations in the 2010 Form 10-K have been retroactively
adjusted for all periods presented to reflect the decrease in
shares as a result of the Reverse Stock Split except as otherwise
noted.

The recast presentation is consistent with the presentations of
share and per share computations in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 26, 2010.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

The Company's balance sheet at Sept. 26, 2010, showed
$509.32 million in total assets, $65.61 million in total current
liabilities, $163.72 million in long-term debt and other
liabilities, $2.70 million in deferred income taxes, $255,000 in
commitment and contingencies, and stockholder's equity of
$277.03 million.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

In October 2010, Moody's Investors Service upgraded Unifi Inc.'s
Corporate Family Rating and Probability of Default ratings to B3
from Caa1.


UNIVISION COMMS: S&P Maintains CCC+ Rating on $815MM Note Offering
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on New
York City-based Spanish language TV and radio broadcaster
Univision Communications Inc.'s 8.5% senior unsecured notes due
2021, following the Company's proposed $315 million add-on to the
issue.  The add-on would bring the total dollar amount of the
issue to $815 million.  The issue-level rating on this debt
remains at 'CCC+ (two notches lower than the 'B' corporate credit
rating on the Company), and the recovery rating remains at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for noteholders in the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects
it will meet with proceeds from Grupo Televisa, S.A.B.'s
investment, is set to expire on Jan. 21, 2011.  Following the
early tender expiration on Jan. 6, 2011, Univision accepted
roughly $970.7 million of the $1.245 billion notes that were
validly tendered, leaving an estimated $318.9 million outstanding.
As a result of the current tender offer, Univision will have less
than $2.5 billion of 2014 and 2015 debt maturities, which will
effectively extend the programming license agreement (PLA) between
the Company and Televisa until 2025.  Assuming the Company is able
to redeem all outstanding senior unsecured toggle notes, there
will be no remaining maturities in 2015.  Current debt maturities
in 2014 total $1.6 billion, which S&P expect will require
refinancing.

The corporate credit rating on Univision is 'B' and the rating
outlook is stable.  In the third quarter of 2010, revenue
increased 9.1%, while EBITDA (including restructuring costs,
management fees, and business optimization expenses, but excluding
noncash impairment losses and Televisa settlement charges)
increased 16.4%, mainly due to an 80% reduction in restructuring
charges. EBITDA coverage of interest improved, but remained very
thin, at 1.4x compared to 1.1x at the end of 2009, while coverage
of cash interest was also low at 1.8x.  Following the proposed
issuance and recent amendment and extension transactions, and
assuming the Company redeems all outstanding senior unsecured
toggle notes due 2015, S&P estimates that pro forma EBITDA
coverage of total interest and cash interest (including holding
Company convertible notes) would both equal about 1.6x as of
Sept. 30, 2010.  S&P believes this metric will continue to improve
over the next 12 months.

Liquidity totaled $448 million at Sept. 30, which comprises
$328 million of cash and $120 million of capacity on the
receivables-based credit facility.  Total lease-adjusted debt
(including accrued interest and capital leases) to adjusted EBITDA
was still extremely high, at about 12.6x for the 12 months ended
Sept. 30, 2010, and remains unchanged following the proposed
transaction.

Ratings List

Univision Communications Inc.
Corporate Credit Rating               B/Stable/--
$815M 8.5% sr unsecd nts due 2021     CCC+
   Recovery Rating                     6


VILLAGES DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Villages Development, LLC
        15551 N. Greenway Hayden Loop
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-00641

Chapter 11 Petition Date: January 10, 2011

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

Judge: Randolph J. Haines

Debtor's Counsel: Mark A. Winsor, Esq.
                  WINSOR & COLEMAN, PLC
                  4704 E. Southern Avenue
                  Mesa, AZ 85206
                  Tel: (480) 325-1068
                  Fax: (480) 304-4836
                  E-mail: mwinsor@winsorcoleman.com

Scheduled Assets: Undetermined

Scheduled Debts: $15,127,924

The petition was signed by Ray Purselly.

Debtor's List of 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kennedy Funding                    --                  $13,000,000
Two University Plaza Suite 402
Hackensack, NJ 07601

Concrete Express                   --                   $1,300,000
2027 W. Colfax Avenue
Denver, CO 80204

John Head, Esq.                    --                     $431,094
1860 Blake Street, #300
Denver, CO 80202

Highline Engineering               --                     $285,000
12354 Caley Avenue
Centennial, CO 80111

Bill Robinson, Esq.                --                      $45,000

James D. Harding                   --                      $30,000

Larimer County Colorado Treasurer  --                      $10,000

Real Estate Taxes                  --                      $10,000

Water Assesments                   --                       $5,000

Consolidated Home and Supply       --                       $5,000

Intergroup Architecture            --                       $3,000

Ecological Resource Consulting     --                       $2,880

Johnson Repucci                    --                         $950


VITRO SAB: Mexico Judge Rejects Bankruptcy Plan
-----------------------------------------------
Thomas Black at Bloomberg News reports that Vitro, S.A.B. de C.V
said that a Mexican judge rejected a bankruptcy plan the company
filed in a Monterrey court.  The company plans to appeal the
judge's decision to dismiss the petition for bankruptcy, Vitro
said in an e-mailed statement obtained by the news agency.

According to Bloomberg, the judge, Francisco Flores of the federal
district court in Monterrey, in December accepted an involuntary
bankruptcy petition from a group of creditors that said it
represents holders of US$700 million of the bonds.

Bloomberg notes that Vitro SAB submitted to the Mexican court a
plan that was voted down by a majority of bondholders in December.

The company said it had majority support for the proposal after
including the votes from US$1.9 billion of intercompany debt,
Bloomberg says.

In the plan, Bloomberg notes, Vitro SAB offered US$850 million of
new bonds and US$100 million of debt convertible to shares in
exchange for US$1.5 billion of defaulted debt, including the
dollar bonds, Mexican peso bonds, debt from derivative losses and
other liabilities.

                        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. Secs. 1515 and 1517.


VONAGE HOLDINGS: S&P Puts BB Rating on $200MM Sr. Sec. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Holmdel, N.J.-based Vonage Holdings Corp.  The
outlook is stable.

Additionally, S&P assigned a 'BB' issue-level rating and a '1'
recovery rating to co-borrowers Vonage Holdings Corp. and Vonage
America Inc.'s $200 million senior secured first-lien term loan.
The '1' recovery rating indicates expectations for very high (90%-
100%) recovery in the event of payment default.

The Company intends to use the proceeds from the term loan,
coupled with about $106 million of cash from the balance sheet, to
refinance existing debt and pay about $13 million of related fees
and expenses.  The ratings S&P are assigning are final and follow
the closing of the financing on Dec. 9, 2010.

"The ratings on Vonage,' said Standard & Poor's credit analyst
Allyn Arden, "reflect its vulnerable business risk profile,
characterized by substantial competition for residential local and
long-distance telephony service, pricing pressure, low barriers to
entry, technology risk, and the lack of any sustainable
competitive advantages."  It also reflects litigation risk,
including potential patent disputes with other carriers.
Tempering factors include moderate leverage for the rating level
and adequate liquidity, including S&P's assumption that the
Company will maintain positive net free cash flow generation.

Vonage provides residential local and long-distance services to
about 2.4 million customers.  The Company uses voice over Internet
protocol (VoIP) technology to provide low-cost local and long-
distance communications services.  Its platform enables
subscribers to make and receive phone calls anywhere with a
broadband connection and also offers enhanced features, including
voicemail to text and service and number portability.

Vonage faces significant competition from better capitalized
incumbent cable and telephone providers.  Cable operators, in
particular, offer IP-based telephone services and are able to
bundle it with video and high-speed data (HSD).  They generally
offer telephone service at little incremental cost to subscribers
during an introductory promotional period.  Telephone companies
such as AT&T Inc. (A-/Stable/A-2) and Verizon Communications Inc.
(A-/Stable/A-2) are deploying their own facilities-based video and
HSD networks and also including telephony service as part of the
bundle.  Vonage also competes with alternative communications
providers such as Skype and Google Voice, which use VoIP
technology.  Moreover, wireless substitution has become more
prevalent in the industry as consumers have increasingly dropped
wireline service altogether.

"Vonage primarily competes on price, which it can do given the low
cost to provision telephony services using VoIP technology," added
Mr. Arden, "but we do not view this as a sustainable advantage
longer term.


WARR INVESTMENT: Placed Into Receivership
-----------------------------------------
AP Texas News reports that an Austin financial firm has been
placed in receivership with its assets frozen after a lawsuit by
the Texas State Securities Board and the state attorney general.

According to the report, the Austin American-Statesman reported
that the state board in September ordered James Elton Warr to stop
selling what the agency said were fraudulent and unlicensed
securities promising phony high returns.  But officials say Warr
Investment Group LLC and Warr International Group LLC kept going,
raising at least $972,000 from investors, the report relates.

AP Texas News discloses that investigators took control of
Mr. Warr's office and seized records, computers and assets.  The
report relates that they also impounded a 2008 Mercedes-Benz E350,
which officials say Mr. Warr bought using $40,595 of investors'
money.

In an interview with the newspaper, Mr. Warr denied wrongdoing,
the report adds.


WASHINGTON MUTUAL: LTW Holders' Claims Go to Trial
--------------------------------------------------
Bankruptcy Judge Mary F. Walrath denied a motion for summary
judgment filed by Washington Mutual, Inc., in the suit, Broadbill
Investment Corp. et al., v. Washington Mutual, Inc., Adv. Pro. No.
10-50911 (Bankr. D. Del.), finding that there are genuine issues
of material fact in dispute.

On July 6, 1994, Anchor Savings Bank, FSB and Dime Bancorp, Inc.,
entered into an agreement to merge.  In early 1995, Anchor
commenced a lawsuit against the federal government alleging breach
of contract and taking of property without compensation as a
result of the statutory change in treatment of supervisory
goodwill that Anchor had previously realized when it acquired
certain failing savings and loan associations.  As a result of the
merger with Anchor, DBI became entitled to the proceeds, if any,
from the Anchor Litigation.  On December 22, 2000, DBI issued to
its shareholders litigation tracking warrants tied to the Anchor
Litigation pursuant to a Warrant Agreement and Registration
Statement filed on October 20, 2000.

On January 4, 2002, DBI merged with WMI. The Warrant Agreement was
modified in an Amended Warrant Agreement dated March 11, 2003,
between WMI and the agent for the LTW Holders.  Pursuant to the
Amended Warrant Agreement, WMB was to prosecute and control the
Anchor Litigation and, upon a trigger, the LTW Holders were
entitled to common stock of WMI.  The Court of Federal Claims
ultimately entered judgment in favor of the plaintiffs in the
Anchor Litigation in the amount of $356 million on July 17, 2008.
Cross appeals were filed.  On March 10, 2010, the Court of Appeals
for the Federal Circuit affirmed the ruling of the Court of
Federal Claims in part and remanded for further determination
of damages, suggesting that the damages award be increased by
$63 million. The Court of Federal Claims has not ruled yet on the
remand or on the government's recent motion to dismiss.

On April 12, 2010, Broadbill Investment Corp. filed an adversary
complaint seeking a declaratory judgment relating to the rights of
the LTW Holders.  On June 30, 2010, the Court approved a
stipulation allowing Nantahaha Capital Partners LP and Blackwell
Capital Partners, LLC to intervene as plaintiffs.

On June 16, 2010, WMI filed objections contending that proofs of
claims filed by some of the LTW Holders were really equity
interests not claims or should be subordinated pursuant to 11
U.S.C. Section 510(b).  WMI sought to stay the adversary
proceeding pending determination of the omnibus objections to the
LTW Holders' claims.  This was opposed because some LTW Holders
had not filed claims or intervened in the adversary.

Because the issues raised in the Broadbill adversary were similar
to those raised in the omnibus objection to claims and because the
resolution of the omnibus objection would not decide the issue for
all LTW Holders, the Court suggested that the Complaint be amended
to serve as a class action on behalf of all LTW Holders.  As a
result, the Broadbill Complaint was amended on September 3, 2010,
as a class action on behalf of all the LTW Holders.

On September 24, 2010, WMI filed an amended answer and
counterclaim, asserting that, if the Court determines that the LTW
Holders have any claims, they should be subordinated pursuant to
section 510(b).  A response to the counterclaim was filed by the
LTW Holders on October 15, 2010.

WMI contends that the Amended Warrant Agreement is unambiguous and
merely grants the LTW Holders the right to receive common stock of
WMI upon a trigger event.  The LTW Holders disagree and contend
that evidence on the intent of the Amended Warrant Agreement is
necessary to understand what rights the parties obtained.

The Court agrees with the LTW Holders that an interpretation of
the Amended Warrant Agreement -- and the original Warrant
Agreement executed by DBI -- requires consideration of outside
sources.

WMI's argument hinges in part on the use of the word "may" in
section 4.4 of the Amended Warrant Agreement rather than "shall"
that WMI argues was used by other banks in their litigation
tracking warrant agreements to mandate action by the Board to
assure that the LTW Holders received the value of the Anchor
Litigation.

A copy of the Court's January 7, 2011 Opinion is available at
http://is.gd/kxhB0from Leagle.com.

As reported by the Troubled Company Reporter on January 10, 2011,
Judge Walrath on Friday declined to confirm the Debtors' Chapter
11 plan of Washington Mutual Inc.  Although concluding that the
Global Settlement is fair and reasonable, the Court held that the
Plan is not confirmable unless the deficiencies are corrected.
A copy of the Court's January 7, 2011 Opinion is available
at http://is.gd/kxiYnfrom Leagle.com.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WAVE ENERGY: Stokes and Spiehler Claim Is Unsecured
---------------------------------------------------
Stokes and Spiehler Onshore, Inc., filed a proof of claim in the
bankruptcy case of Wave Energy, Inc., aka Wave Resources, Inc.,
asserting that it holds a secured claim against the Debtor for
goods sold and services provided to the DeGarza # 2 & 3 gas wells
in Zapata County, Texas.  The chapter 11 Trustee -- now the Plan
Trustee -- concedes that the claim should be allowed as an
unsecured claim, but denies that S&S holds a perfected security
interest.

S&S's claim is based on S&S's rights to a lien.  Bankruptcy Judge
Wesley W. Steen, however, concluded that the document recorded by
S&S was not properly certified, does not meet the requirements of
an affidavit, and does not perfect a lien.  Judge Steen held that
the S&S claim is an unsecured claim and sustained the Plan
Trustee's objection.

A copy of the Court's January 7, 2011 Memorandum is available
at http://is.gd/kxnvJfrom Leagle.com.

The bankruptcy case is In re Wave Energy, Inc., Case No. 09-34577
(Bankr. S.D. Tex.).


WEST HAWK: Court Dismisses Bankruptcy Cases
-------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado granted the U.S. Trustee's Motion to Dismiss
the bankruptcy cases of West Hawk Energy USA, LLC and WHE
Holdings, LLC.  According to information posted on the Debtors'
docket, the U.S. Trustee sought case dismissal, citing the
Debtors' continuing losses, diminution of estates, and inability
to effectuate plans of reorganization.

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

West Hawk filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.

Also based in Englewood, Colorado, WHE Holdings, LLC, aka West
Hawk Energy (USA) LLC, filed for Chapter 11 protection on April 7,
2009 (Bankr. D. Colo. Case No. 09-16019), estimating assets and
debts ranging from $10 million to $50 million.  Both cases were
jointly administered.


WHE HOLDINGS: Court Dismisses Bankruptcy Cases
----------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado granted the U.S. Trustee's Motion to Dismiss
the bankruptcy cases of West Hawk Energy USA, LLC and WHE
Holdings, LLC.  According to information posted on the Debtors'
docket, the U.S. Trustee sought case dismissal, citing the
Debtors' continuing losses, diminution of estates, and inability
to effectuate plans of reorganization.

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

West Hawk filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.

Also based in Englewood, Colorado, WHE Holdings, LLC, aka West
Hawk Energy (USA) LLC, filed for Chapter 11 protection on April 7,
2009 (Bankr. D. Colo. Case No. 09-16019), estimating assets and
debts ranging from $10 million to $50 million.  Both cases were
jointly administered.


WHITEHALL AVENUE: Receiver to Reopen Ramada Inn Later This Month
----------------------------------------------------------------
Joe Wojtas at The Day reports that the power is back on at the
financially troubled Ramada Inn, and a new entity is running the
operation.

According to the report, Connecticut Light & Power restored
electricity to the hotel on after a Dallas-based receivership
group made a five-figure deposit on the hotel's unpaid $88,000
bill.  The utility had shut off the power on Dec. 20.

The report notes that a message on the hotel's phone said it would
reopen later this month.  The hotel is now being operated by
Hospitality Receiver LLC of Dallas.  The company is an affiliate
of Prism Hotel & Resorts, a hotel management and receivership
company.

The Day recounts that the hotel was placed into receivership after
the CIT Lending Service Corp. of Livingston, N.J., which held the
$4.6 million mortgage, foreclosed on the property.  The report
notes that the hotel's previous owner, Whitehall Avenue LCC, had
failed to make its payments.

Whitehall Avenue LLC also owes back taxes, a sewer bill and trash
fees to the town of Stonington and faces eight lawsuits over
unpaid bills, the report discloses.  The report notes that Steven
Weil of Trumbull, a partner in Whitehall, said that the hotel owes
town of Stonington $59,350 in back taxes, and another $34,453 is
due by the end of January.

The report relates tax Collector Gisela Harma said that the
receiver has not yet made any payments.  The town plans its own
foreclosure if the bill is not paid, the report adds.

Ramada Inn is a 150-room hotel on Route 27.


WINDSTREAM CORP: Fitch Puts BB+ Rating on $200 Million Notes
------------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to Windstream Corporation's
latest offering of $200 million of 7.75% senior unsecured notes
due 2020.  The notes are being issued as additional notes under
the indenture governing the company's issuance of $500 million of
7.75% senior unsecured 2020 notes in October 2010, also rated
'BB+'.  Windstream's Issuer Default Rating (IDR) is 'BB+'.  The

Rating Outlook is Stable.

Proceeds from the offering, combined with drawings on the
company's revolver, will be used to fund a tender offer for the
$400 million outstanding principal amount of 7.75% senior notes
due 2015 issued by subsidiaries Valor Telecommunications
Enterprises, LLC, and Valor Telecommunications Finance Corp.,
for accrued and unpaid interest on the notes and related fees and
expenses.  Net proceeds not used for the tender offer will be used
to redeem Valor notes not tendered.

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 as a result of recent and pending acquisitions.
Acquisitions have also added scale.  These positive factors aid in
partly offsetting the effect of competition for residential voice
services on the company's operations, which is Fitch's principal
concern.  There is some near-term risk regarding the integration
of recent acquisitions, 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 two recent acquisitions,
Q-Comm Corporation and Hosted Solutions Acquisition, LLC, on
Windstream's leverage will be modest, and once synergies are
realized from the proposed and recent transactions, leverage
will be within the current expectations for Windstream's 'BB+'
IDR.  Windstream has also disclosed it will make a pension
contribution in 2011 using stock, rather than cash, to manage
overall leverage.  The contribution is expected to range from
$60 million to $90 million.  Fitch estimates Windstream's pro
forma 2010 leverage was approximately 3.6 times (x) to 3.7x,
slightly above the upper end of the company's 3.2x to 3.4x
historical range.

The acquisitions of Q-Comm and Hosted Solutions closed in the
fourth quarter of 2010.  Q-Comm provides regional fiber
transport and competitive local exchange services in 22 states
highly complementary to Windstream's existing operations.  The
transaction was announced on Aug. 17, 2010, and on Oct. 6, 2010,
Windstream completed a $500 million private placement of senior
unsecured debt to fund the cash portion of the transaction as
well as repay Q-Comm's outstanding debt.  The remainder of the
transaction was funded by cash on hand and approximately
20.6 million shares of equity.  Windstream announced the
acquisition of Hosted Solutions, a data center provider, on
Nov. 4, 2010 in a $310 million, all-cash transaction.  Windstream
financed the transaction using cash on hand and through revolver
drawings.

On Sept. 30, 2010, Windstream had $491.4 million available on
its revolver and $155.2 million of cash on its balance sheet.
Pro forma for the $250 million expansion of the credit facility
announced in November 2010, Windstream had $741.4 million
available at Sept. 30, 2010.  Over the past several quarters,
the company has extended the maturity of nearly all of its
revolving credit facility from July 2011 to July 2013, leaving
only $18 million maturing in July 2011.  Through amendments in
2009 and 2010, the maturity of $182.4 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 Sept. 30, 2010, had a
$1.355 billion balance outstanding, now has approximately
$1.067 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.

Other than the portion of the revolver and term loan A facility
maturing in 2011, upcoming maturities are nominal through 2012.
Fitch does not expect material changes in free cash flow for
Windstream in 2011 from 2010.  Capital spending is expected to
rise 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 increase in
spending is expected to be offset by additional but as yet
unquantified bonus depreciation in 2011.  Fitch estimates 2010
free cash flow was toward the upper end of the $240 million to
$350 million range, and that capital spending was in the range of
$390 million to $410 million.


YRC WORLDWIDE: Amends Contribution Agreement With Central States
----------------------------------------------------------------
YRC Worldwide Inc. disclosed in a filing with the Securities and
Exchange Commission on December 21, 2010 that (i) Amendment No. 19
dated as of December 20, 2010 to the Credit Agreement dated as of
August 17, 2007 and (ii) an amendment dated as of December 20,
2010 and the extension of interest and fee deferrals to the Third
Amended and Restated Receivables Purchase Agreement dated as of
April 18, 2008 would not be effective until the following
conditions were satisfied:

     * The Contribution Deferral Agreement, dated as of June 17,
       2009, as amended, supplemented or otherwise modified,
       between YRC, Inc., USF Holland, Inc., New Penn Motor
       Express, Inc. and USF Reddaway Inc., Central States,
       Southeast and Southwest Areas Pension Fund, certain other
       pension funds party thereto and Wilmington Trust Company,
       as agent is amended to extend the deferral of cash payment
       of all deferred obligations from December 31, 2010 to May
       31, 2011, subject to deferral termination events
       substantially similar to those under the Credit Agreement.

     * The Teamsters National Freight Industry Negotiating
       Committee of the International Brotherhood of Teamsters has
       confirmed that the Credit Agreement Amendment is
       acceptable.

                  Contribution Deferral Agreement

On December 30, 2010, the Company entered into Amendment No. 7 to
the Contribution Deferral Agreement to extend the deferral of
Monthly Amortization Payments and Monthly Interest Payments to the
earlier of (i) May 31, 2011 and (ii) the occurrence of a Senior
Facility Deferred Payment Termination Date.

"Senior Facility Deferred Payment Termination Date" means the
earliest of the occurrence of (i) the fifth day following February
28, 2011 unless the AIP Condition has been satisfied on or prior
to February 28, 2011, (ii) the fifth day following March 15, 2011
unless the Documentation Condition has been satisfied on or prior
to March 15, 2011 and (iii) the earlier of (a) the fifth day
following the Restructuring Closing Date and (b) the fifth day
following May 13, 2011.  If the fifth day following the dates
above is not a business day, then the Senior Facility Deferred
Payment Termination Date will be the immediately following
business day.  The dates above may be extended by the Majority
Funds, but in no event to be later than December 31, 2011.

For purposes of the Contribution Deferral Agreement, the AIP
Condition, the Documentation Condition and the Closing Condition
have the same meaning as such terms have in the Credit Agreement,
except that the Majority Funds must be a party to and approve of
the agreement in principle setting forth the material terms of the
restructuring/recapitalization of the Company and its
subsidiaries, and must approve the final form of documents
required to effectuate the restructuring/recapitalization.

Pursuant to the existing terms of the Contribution Deferral
Agreement, all previously deferred amounts will become due and
payable on December 31, 2011 unless the Majority Funds accelerate
the due date upon the occurrence of a Deferred Payment Termination
Date.

Clause (i) in the definition of "Deferred Payment Termination Date
was extended from December 31, 2010 to the earlier of (x) May 31,
2011 -- unless prior to such date the Supermajority Funds have
agreed to continue deferring the Monthly Amortization Payments and
Monthly Interest Payments -- and (y) the occurrence of a Senior
Facility Deferred Payment Termination Date.

                           IBT Agreement

On September 24, 2010, YRC Inc., USF Holland Inc. and New Penn
Motor Express Inc. entered into the Agreement for the
Restructuring of the YRC Worldwide Inc. Operating Companies and
related Term Sheet/Proposal with TNFINC.

The Restructuring Plan required the Company (i) on or before
December 31, 2010 to enter into definitive documentation with
respect to and (ii) on or before March 31, 2011 to consummate a
capital transaction that is acceptable to TNFINC.

On December 31, 2010, TNFINC, YRC Inc., USF Holland Inc. and New
Penn Motor Express Inc. entered into a Certification and Amendment
to TNFINC Term Sheet to extend (i) the Documentation Deadline to
March 15, 2011 and (ii) the Closing Deadline to the earlier of (x)
May 13, 2011 or (y) the Restructuring Closing Date.

Unless TNFINC otherwise agrees, the Extension Period and the wage,
work rule and benefit concessions set forth in the Restructuring
Plan will terminate if any of the following events occur:

     -- The Company enters into an effective amendment,
        modification or waiver to the Credit Agreement without the
        consent of TNFINC that either (i) grants additional
        collateral to the lenders under the Credit Agreement or
        (ii) requires the Company to make incremental payments of
        interest, fees or principal to the lenders under the
        Credit Agreement.

     -- The lenders under the ABS Facility do not fund the
        Company's borrowing requests in accordance with the terms
        of the ABS Facility and past practice.

    -- The occurrence of a material Event of Default or a
        material Servicer Default that has not been cured or
        waived under the terms of the Credit Agreement or the ABS
        Facility, that results in a material adverse action or
        exercise of remedies by the lenders under the Credit
        Agreement or the ABS Facility, as applicable, against the
        Company or its subsidiaries; provided, that TNFINC must
        give five business days prior written notice to the
        Company of its election to terminate the extensions.

     -- The lenders under the Credit Agreement have demanded
        payment of principal and interest upon the occurrence of
        an event of default under the Credit Agreement.

     -- The Company's board of directors authorizes an in-court
        restructuring for the Company or its subsidiaries or a
        petition is filed by a third party for an in-court
        restructuring.

     -- The lenders under the Credit Agreement or the ABS Facility
        have terminated their existing deferral of fees and
        interest under the Credit Agreement or the ABS Facility;
        provided, that TNFINC must give five business days prior
        written notice to the Company of its election to terminate
        the extensions.

Pursuant to the existing terms of the Restructuring Plan, upon
termination of the Concessions, the Company will owe TNFINC, on
behalf of and for the benefit of the IBT members, an amount equal
to the Concessions that had in fact benefitted the Company and its
subsidiaries.  Except as modified by the IBT Amendment, all of
TNFINC's rights under the Restructuring Plan remain in full force
and effect.

                Credit Agreement and ABS Facility

The administrative agent under the Credit Agreement and the ABS
Facility has confirmed that the conditions precedent have been
satisfied and the Credit Agreement Amendment and the ABS Amendment
became effective on December 31, 2010.

                        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 for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                           *     *     *

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 December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


ZANETT INC: PNC Commitment Letter Expiration Extended to Jan. 31
----------------------------------------------------------------
On December 29, 2010, Zanett, Inc. entered into a letter
amendment that amended the commitment letter with PNC Bank,
National Association, pursuant to which, subject to the conditions
set forth in the Commitment Letter, the Bank committed to provide
to the Company up to an aggregate of $10.0 million in senior
secured financing, the proceeds of which will be used for the
repayment of existing senior indebtedness, the Company's working
capital needs, and fees and expenses related to the financing.

The Bank's commitment under the Commitment Letter was set to
expire if funds were not disbursed pursuant to a definitive loan
and security agreement and related documents prior to January 3,
2011.

On December 29, 2010, the Bank and the Company agreed, pursuant to
the Amendment, to extend the Commitment Expiration Date from
January 3, 2011 until January 31, 2011, subject to (i) the
Company's payment of the outstanding legal fees incurred by the
Bank as of the date of the Amendment by close of business on
December 30, 2010 and (ii) the modification of the term sheet
attached to the Commitment Letter to include the resolution of an
IRS tax lien filed in October 2010 against the Company on terms
and conditions satisfactory to the Bank, as an additional
condition precedent to the closing of the contemplated loan and
security agreement.  The Company paid the Bank's legal fees, which
totaled $35,056.

                         About Zanett Inc.

Based in New York, Zanett Inc. is an information technology
company that provides customized IT solutions to Fortune 500
corporations and mid-market companies.  Until the disposition of
Paragon Dynamics, Inc., the Company also provided those solutions
to classified government agencies.


At September 30, 2010, the Company had total assets of
$29,103,622, total liabilities of $21,165,812, and stockholders'
equity of $7,937,810.

Zanett Inc. in November 2010 said it remains in discussion
to replace its revolving credit facility with Bank of America.
Zanett was not in compliance with certain loan covenants as of
September 30, 2010.  The credit facility matured on June 21, 2010.
The Company's line of credit was subject to a forbearance
agreement with BofA.


* Illinois Lawmakers Seek to Hike Taxes to Address Deficit
----------------------------------------------------------
The Associated Press writer Deanna Bellandi reports that Illinois
lawmakers on Tuesday set in motion a politically risky Democratic
plan to fill the state's massive budget hole with an equally
massive tax increase.  According to the report, the bill is
SB2505.  The proposal would temporarily boost the personal income
tax rate by 66%, from 3% to 5%.  That's a slightly smaller
increase than Democratic leaders originally proposed and would be
lowered after four years, the AP notes.

"Time to act like grownups. Time to face the consequences of the
actual recession that all the states face," House Majority Leader
Barbara Flynn Currie told a committee before it voted to advance
the tax increase to the full House, the AP reports.

The AP relates business leaders decried the proposal, calling it a
job-killer.  Raising the personal tax rate triggers a
corresponding jump in corporate rates.


* Nevada Tops 2010 List of Most Bankruptcy Filings
--------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that, according to data released by Epiq Systems Inc.,
Nevada placed first among states in bankruptcy filings per capita
for the second consecutive year.  According to the Epiq data, for
every 1,000 Nevada residents, 11.1 filed for some form of
bankruptcy protection last year.  In the nation as a whole, there
were 5.04 filings per 1,000.

Nevada is among the hardest-hit areas in the recent economic
downturn.

Mr. Morath, however, relates that the total number of filings in
Nevada fell to 29,336 in 2010, 137 fewer than in 2009, bucking the
national trend of increasing numbers of individual bankruptcy
filers.  In the U.S., personal filings rose 7.8% in 2010, to
1.55 million.

According to Epiq data, the next closest state, Georgia, had 7.92
filings per 1,000 residents.  Tennessee and Alabama followed, each
with more than 7 filings per 1,000.

The data shows the state with the fewest filings per 1,000 was
Alaska, with just 1.58.  South Carolina, Texas and the Dakotas all
had fewer than 2.5 filings per 1,000 residents.


* Harbinger Senior Analyst Steps Down to Start Own Hedge Fund
-------------------------------------------------------------
The Wall Street Journal's Jenny Strasburg and Steve Eder report
that Lawrence M. Clark Jr., a top investment executive at
Harbinger Capital Partners, left the hedge-fund firm and plans to
launch his own fund, he said.

Mr. Clark was a senior analyst who reported directly to Harbinger
founder Philip Falcone and had been a Harbinger partner since
2005.  He joined Harbinger in 2002.

"This is the right time for me. I'm very comfortable with taking
on the risk. This is entirely about what's right for me and
reflects in no way on Phil or Harbinger," Mr. Clark told the
Journal in an interview Monday afternoon.

"I am very supportive of Larry's decision and also very happy for
him," Mr. Falcone said in a note to investors, according to the
Journal. "I have no doubt that he will have continued success and
I am confident that we will maintain our close relationship as he
travels down this new path."

The Journal notes Mr. Clark's departure comes as Harbinger in
recent years has evolved from a diversified hedge-fund firm to one
with roughly half its assets in a satellite-wireless
communications plan and other concentrated bets that make it now
look more like a private-equity firm with longer-term and less-
liquid holdings.  Assets have declined from about $26 billion in
2008 to $6.4 billion in November, according to an investor, and
some significant investors have sought to withdraw funds.

The Journal also relates people close to the firm say as it has
shrunk and modified its strategy, it needs fewer managers focused
on the kind of distressed bets in energy and materials where
Harbinger has wagered. Mr. Clark helped oversee investments in
metals and mining.


* Crowell & Moring's Elliott P. Laws Elected to Partnership
-----------------------------------------------------------
Crowell & Moring LLP has elected three attorneys to the firm's
partnership effective January 1, 2011.  The new partners and
counsel have been promoted from within the ranks of the firm's
Washington, D.C., New York, Los Angeles, San Francisco, and Cairo
offices.

"Our newly promoted counsel and newly elected partners offer a
diverse range of experience, from leading major transactions in
the Middle East to spearheading policy developments at the E.P.A.
They have proven themselves to be innovative lawyers who are
driven by a desire to achieve excellence for clients.  We are
proud of their achievements and to know them as colleagues and
friends," said Kent A. Gardiner, Crowell & Moring chairman.

The newly elected partners include Elliott P. Laws.

Mr. Laws practices in the firm's Public Policy and Environment &
Natural Resources groups in the Washington, D.C. office.  He
provides strategic counseling and legal, policy, and crisis
management advice on environmental and energy policy issues,
regulation, and litigation, addressing a wide range of
environmental statutes.  He provides guidance regarding site
specific, as well as, general issues faced by major corporations
in the environmental regulatory and policy areas and helps lead
these clients through complex negotiations and development of
innovative resolutions at the highest levels of the federal
government.  Laws formerly served as the Assistant Administrator
for Solid Waste and Emergency Response at the U.S. Environmental
Protection Agency and as President of Safety, Health and
Environment for Texaco Inc.  He was recently proposed to the U.S.
Bankruptcy Court to serve as Administrative Trustee for the
environmental response trust that will oversee the approximately
$800 million trust established by the U.S. Government to clean up
and repurpose for redevelopment the former properties of "Old"
General Motors Corp. He will manage this role through a separate
entity, EPLET LLC, of which he will be the Managing Member.


* Ex-Senators Robert Bennett & Byron Dorgan Join Arent Fox LLP
--------------------------------------------------------------
Former U.S. Senators Robert F. Bennett of Utah and Byron Dorgan of
North Dakota are joining Arent Fox LLP as Senior Policy Advisors
in the Government Relations Practice, the firm said.

The combined political and public policy experience of the two
Senators deepens the relationships the firm has with its large
client base and will serve as a strong platform for expanding the
firm's already thriving government relations practice.

In addition, Dorgan will serve as co-chair of the firm's
Government Relations Practice along with former U.S.
Representative Phil English of Pennsylvania, who joined the firm
in 2009.  Bennett will also spend time in the firm's Los Angeles
office working with a range of international clients.

"Bob Bennett and I have worked closely on many issues while in the
U.S. Senate, and I am excited to work with him in this new role of
a Senior Policy Advisor at one of Washington's premier law firms,"
Dorgan said.

Bennett added, "I am delighted to join forces with my good friend
Byron Dorgan as Washington is making critical decisions that will
have lasting effects on every business and every industry.  I'm
confident our bi-partisan approach, coupled with Phil English and
the outstanding professionals at Arent Fox, will serve our clients
well in this new endeavor."

Arent Fox Chairman Mark M. Katz welcomed the Senators to the firm:
"We are extraordinarily pleased to start the year with Senators
Bennett and Dorgan at Arent Fox.  They bring a remarkable amount
of leadership, knowledge and experience in key policy areas
including taxes, energy, financial services, and trade.  They will
add a tremendous amount of proven strategic, policy and business
expertise that is important to our clients and our law firm."

Former Representative English echoed Katz's remarks: "Over our
long careers in public service, I saw Senators Bennett and Dorgan
fight passionately for issues that mattered to their constituents
and the nation.  The combination of their talents and energies,
coupled with their bi-partisan balance, will make a powerful team
for our clients."

In addition to joining Arent Fox, Senator Bennett has also formed
The Bennett Consulting Group with offices in Washington, Salt Lake
City and Shanghai that will offer a variety of strategic and
advisory capabilities to businesses.

Senator Dorgan, in addition to his role at Arent Fox, will be
chairing a new program at the Aspen Institute, working with the
Bipartisan Policy Center on Energy issues, and serving as a
Visiting Professor at Georgetown University.

                     About Senator Robert Bennett

First elected to the Senate in 1992, Bennett served three terms in
the U.S. Senate.  Over those 18 years, Bennett earned the respect
of his colleagues and the reputation as a lawmaker who offered
creative and commonsense solutions to issues important to both
Utah and the nation.  As a member of the Republican leadership
team, Bennett served as counsel to Republican Leader Mitch
McConnell, advising him on legislative strategy and policy
priorities.  A respected business executive prior to entering the
U.S. Senate, Bennett served as a senior member of the Senate
Banking Committee, the Energy and Natural Resources Committee, and
the Appropriations Committee.  He was also a member of the
distinguished Joint Economic Committee, where he was at the center
of national economic policy discussions.

Senator Bennett is a graduate of the University of Utah, where he
served as the student body president.  He and his wife, Joyce are
the proud parents of six children and 20 grandchildren.

                        About Senator Byron Dorgan

Senator Dorgan served in the U.S. Senate Leadership for the past
14 years, first as Assistant Democratic Floor Leader and then as
Chairman of the Democratic Policy Committee.  He has had a
prolific career in public service at both the state and federal
levels.  He served as the elected State Tax Commissioner in the
State Capitol.  He served 12 years in the U.S. House of
Representatives and 18 years in the U.S. Senate. Over the course
of his career in public office Dorgan consistently promoted and
defended the economic needs of rural America, advocated for
renewable energy and energy independence, and for sound economic
policies.  He was a senior Senator on the Appropriations, Energy
and Commerce Committees in the Senate and Chairman of key
subcommittees on Aviation, Energy and Water and Indian issues. He
served on the Ways and Means Committee in the House.  He is
recognized as an expert in energy, aviation, agriculture, water,
economic and Indian issues.  He is also a New York Times
Bestselling author of two books.

                         About Arent Fox

Arent Fox LLP -- http://www.arentfox.com-- with offices
Washington, DC, New York City and Los Angeles, is a recognized
leader in areas including government relations, intellectual
property, real estate, telecommunications, health care,
automotive, sports, white collar, international trade, bankruptcy,
and complex litigation.  With more than 350 lawyers nationwide,
Arent Fox has extensive experience in corporate securities,
financial restructuring, labor and employment, finance, tax,
corporate compliance, and the global business market.  The firm
represents Fortune 500 companies, government agencies, trade
associations, foreign governments and other entities.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Dec. 27, 2010



                           *********

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 ***