TCR_Public/110113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 13, 2011, Vol. 15, No. 12

                            Headlines

2626 BWAY: Broadway Metro Allowed to Take Control of Property
4755 LLC: Voluntary Chapter 11 Case Summary
AFC ENTERPRISES: Same-Store Sales Increased by 6.0% in Q4 2010
ALLEN CAPITAL: RSAI Files Schedules of Assets & Debts
ALLY FINANCIAL: Issuing 2.12% GMAC Demand Notes Jan. 10-17

ANCHOR BLUE: Asks for Court's Permission to Use Cash Collateral
ANCHOR BLUE: Wants Filing of Schedules Extended by 30 Days
ANCHOR BLUE: Wants to Assume Agency Agreement With GB/Hilco
AMERICAN INT'L: Expects to Close Recapitalization Tomorrow
AMERICAN INT'L: Top Bank Execs. to Present IPO Pitches Today

AMERICAN INT'L: Ruentex Group Gets Nan Shan for $2.16BB
BAKERS FOOTWEAR: Marxe and Greenhouse Hold 21.0% Equity Stake
BALL CORP: Fitch Upgrades Rating on Issuer Default to 'BB+'
BELTWAY 8: Section 341(a) Meeting Scheduled for Jan. 28
BESO, LLC: Eva Longoria Faces $4 Million Suit from Partner

BILL HEARD: District Court Rejects Deepening Insolvency Suit
BOISE FOOD: Case Summary & 5 Largest Unsecured Creditors
BORDERS GROUP: Some Publishers May Not Agree to Payment Delay
BORDERS GROUP: To Close Tenn. Distribution Center; 310 Out of Jobs
BRILL REALTY: Case Summary & Largest Unsecured Creditor

BV JORDANELLE: Wants Plan to Proceed Directly to Confirmation
CALIFORNIA COASTAL: Commencing Solicitation of Votes on Plan
CHEMTURA CORP: Pays $7MM to Settle Bio-Lab Fire Claims
COASTAL BROADCAST: Case Summary & 20 Largest Unsecured Creditors
COLUMBUS MCKINNON: Moody's Rates 'B1' on Proposed $150MM Notes

CONSTAR INT'L: Asks for 30-Day Extension of Filing of Schedules
CONSTAR INT'L: Taps Wilmer Cutler as General Bankruptcy Counsel
CONSTAR INT'L: Wants to Hire Kurtzman Carson as Claims Agent
CREDIT-BASED ASSET: FIG to Acquire Business for $2.4 Million
CROATAN SURF: Files for Reorganization in Wilson, NC

DEDICATED PHARMACY: Court OKs Sale of Assets to Centric Health
DISTRIBUTION MANAGEMENT: Completes 1st Stages of Restructuring
DOMINION CLUB: Case Summary & 48 Largest Unsecured Creditors
DYNAVAX TECHNOLOGIES: FMR LLC Discloses 11.89% Equity Stake
EL COQUI: Case Summary & 4 Largest Unsecured Creditors

ELKO GOLD: Case Summary & 20 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Reports $2.06MM Income in Nov. 30 Quarter
ENERJEX RESOURCES: Holds 15.22% Equity Stake in Oakridge Energy
ENERJEX RESOURCES: Holds 9.17% Equity Stake in Spindletop
ENERJEX RESOURCES: Montecito Venture Has 35.5% Equity Stake

ENERJEX RESOURCES: West Coast Discloses 17.7% Equity Stake
ENERJEX RESOURCES: Working Interest Has 28.1% Equity Stake
FIBER ART: Case Summary & 20 Largest Unsecured Creditors
FKF MADISON: Cevdet Caner Ready to File Own Plan
FRANK PARSONS: Seeks to Access $5 Million Loan From Wells Fargo

FREDERICK BERG: Bank Seeks to Foreclose on Yacht
GLENMAN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
GULFSTREAM INT'L: Court Approves Sale to Victory Park
HERMITAGE DEVELOPERS: Two Related Entities in Chapter 11
HTG REAL PROPERTY: US Trustee Wants Dismissal of Padilla Case

INSIGHT HEALTH: S&P Withdraws 'D' Corp. Credit & Debt Ratings
INTERREX, INC: Case Summary & 4 Largest Unsecured Creditors
IRAD SERVICES: Case Summary & 19 Largest Unsecured Creditors
KHATIB HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
LA VILLITA: Seeks Further Access to Cash Collateral

LDK SOLAR: Holds 11.26% Equity Stake in Solar Power
LDK SOLAR: Raises Outlook for 4th Qtr. 2010 and Fiscal 2011
LEVEL 3 COMMS: Fitch Gives 'CCC/RR5' to Proposed $300MM Notes
LEVEL 3 COMMS: Moody's Gives 'Caa3' to Proposed $300MM Notes
LOCAL INSIGHT: Committee Taps Milbank Tweed as Counsel

LOCAL INSIGHT: Committee Taps Morris Nichols as Del. Co-Counsel
LOCAL INSIGHT: Panel Selects Houlihan Lokey as Financial Advisor
LOCAL INSIGHT: Wins Nod for Kirkland & Ellis as Bankr. Attorneys
LOCAL INSIGHT: Wins OK for Pachulski Stang as Co-Counsel
LONE TREE: Files Schedules of Assets And Liabilities

LOUISVILLE ORCHESTRA: Files Schedules & Statement
LSP ENERGY: Moody's Cuts Rating on Senior Secured Bond to 'Caa2'
LTAP US: Section 341(a) of Creditors Meeting Set for February 1
MARGAUX ORO: Voluntary Chapter 11 Case Summary
MARQUETTE TRANSPORTATION: Moody's Holds B3 Rating on Senior Notes

MARRA RESTAURANT: Greenwich Cafe Shut Down by Receiver
MBIA INC: NY Court Reverses Lower Court Ruling on Restructuring
METALDYNE LLC: S&P Assigns 'B+' Rating After Debt Issuance
METRO-GOLDWYN-MAYER: S&P Gives 'B-', Sees Neg. Cash Flow for Years
MOLECULAR INSIGHT: Bondholders Working on Alternative Plan

MOUNT VERNON: Trustee Sues Insurers, Seeks Funds for Creditors
NATIONAL SPECIALTY: Moody's Assigns 'B2' Corporate Family Rating
NATIONAL SPECIALTY: S&P Assigns 'B' Corporate on High Leverage
NAVISTAR INT'L: SVP HR Profits from Purchase, Sale of Shares
NEW VISION: S&P Assigns 'B' Corporate Rating; Outlook Stable

NEXSTAR BROADCASTING: Offers to Swap $325-Mil. Second Lien Notes
NMT MEDICAL: Secures New $2MM Credit Line From LSQ
NRG ENERGY: Moody's Gives 'B1' to Proposed $1.2-Bil. Unsec. Notes
ORLEANS HOMEBUILDERS: Plan Filing Deadline Extended to Jan. 25
OTC HOLDINGS: To Meet With Potential Exit Lenders

OXIGENE INC: BAM Management Discloses 1.64% Equity Stake
POINT BLANK: Files Chapter 11 Plan, Looks to Start Rights Offering
POLYMER GROUP: Moody's Assigns 'B1' Rating After LBO Offer
PRISZM INCOME: Withholds Yum! Fee Payment, Seeks Forbearance
QUEENS PLAZA: To Present Plan for Confirmation on Jan. 31

RADIOSHACK CORP: Moody's Cuts Rating on Sr. Notes to 'Ba2'
RHI ENTERTAINMENT: Court OKs $15MM Loan from JPMorgan
ROBLEX AVIATION: Case Summary & 13 Largest Unsecured Creditors
ROCK & REPUBLIC: Court Extends Plan Filing Deadline to January 15
ROTHSTEIN ROSENFELDT: Trustee Asks Former Suit Defendant to Pay Up

ROYAL FOAM: Case Summary & 20 Largest Unsecured Creditors
SALCHLI HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
SANSWIRE CORP: Thomas Seifert Disposes of 10,000 Shares
SECUREALERT INC: Amends Form S-1 for 47.1-Mil. Common Shares
SEQUOIA PARTNERS: Section 341(a) Meeting Scheduled for Feb. 2

SEQUOIA PARTNERS: Taps Farleigh Wada as Bankruptcy Counsel
SHALAN ENTERPRISES: Can Sell West 56th Property to Rebecca Mahfar
SHILO INN: Files Schedules of Assets and Liabilities
SHILO INN: Final Cash Collateral Use Hearing Today
SHILO INN: Taps Levene Neale as Bankruptcy Counsel

SHUBH HOTELS PITTSBURGH: Jan. 31 Hearing to Outline for Plans
SHUBH HOTELS PITTSBURGH: Blackrock Financing Matures March 30
SMURFIT STONE: Finance II Claim Disallowed by U.S. Bankr. Ct.
SMURFIT-STONE: Georgia-Pacific Cuts $38-Million Deal
SOMERSET PROPERTIES: Files Schedules of Assets & Liabilities

SOMERSET PROPERTIES: Can Continue Using Lenders' Cash Collateral
STAM LLC: Case Summary & Unsecured Creditor
STATES INDUSTRIES: Court Confirms Chapter 11 Liquidating Plan
SUN CONTROL: Files New List of 13 Largest Unsecured Creditors
SUPERIOR ACQUISITIONS: Files Schedules of Assets & Liabilities

TAPATIO SPRINGS: Sec. 341(a) Meeting Set for Jan. 31
TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for Jan. 31
TAYLOR BEAN: Challenges Servicing Lenders' Lien
TELIGENT INC: Ch. 11 Trustee Battles K&L Gates in 2nd Circuit
TRANSWEST RESORT: US Trustee Forms Three-Member Creditors' Panel

TRIPEAK LLC: Files Schedules of Assets and Liabilities
TROLLEY TOURS: Case Summary & 12 Largest Unsecured Creditors
TRONOX INC: Anadarko, Kerr-McGee Must Face Liability
TUBO DE PASTEJE: Seeks Exclusivity Extension; Has Consensual Plan
TX BLACKHORSE: Files Schedules of Assets & Liabilities

TX BLACKHORSE: Section 341(a) Meeting Scheduled for Feb. 3
UCI INT'L: Loan Revision Cues Moody's to Raise Rating to 'Ba2'
ULTIMATE ESCAPES: Seeks April 18 Plan Exclusivity Extension
UNIFI INC: Cancels Cash Offer for Notes After Financing Fails
UNIVISION COMMUNICATIONS: Fitch Gives 'CCC/RR6' to $315 Mil. Notes

UNIVISON COMMUNICATIONS: Moody's Assigns 'Caa2' to $315MM Notes
USEC INC: Agrees to Swap 6.9MM Common Stock With $45MM Notes
VERSACOLD INT'L: S&P Raises Corporate Credit Rating to 'BB-'
VERSO PAPER: Moody's Rates Proposed $360MM 2nd Lien Notes at 'B2'
VITRO SAB: Bondholders Seek Talks After Judge's Ruling

WARNER MUSIC: Cameron Strang Does Not Own Any Securities
WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on $250MM Pref. Shares
WINDSOR QUALITY: Moody's Rates Proposed $450MM Facility at 'B1'
WINDSTREAM CORP: Moody's Gives 'Ba3' to $700-Mil. Sr. Unsec. Notes
WINDSTREAM CORP: S&P Maintains B+ Rating on $200MM Tack-On Notes

WORKFLOW MANAGEMENT: Disclosure Statement Hearing Today
Z TRIM HOLDINGS: Directors Acquire Shares Under Incentive Plan
ZURICH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

* Public Company Filings Last Year Pale Against 2009's
* Chapter 9 Municipal Bankruptcies Fell in 2010
* Bankruptcy Filings Rise 7.8% Last Year Over 2009

* Supreme Court Decides on First of Year's 2 Bankruptcy Cases

* Monomoy Capital Raises $400MM for 2nd Restructuring Fund
* Goldman Sachs to Overhaul Disclosure Policies
* Odin, Feldman & Pittleman and Zell Law Merge

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2626 BWAY: Broadway Metro Allowed to Take Control of Property
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the motion of Broadway Metro Associates L.P., the
owner and landlord of the premises located at 2626 Broadway, New
York, New York, for relief from the automatic stay in Debtor 2626
BWAY, LLC's voluntary Chapter 11 case.

Effective immediately, the automatic stay is lifted and vacated,
Broadway Metro is free to take any and all steps or acts necessary
to recover possession of the premises from the Debtor, including,
but not limited to, causing the Clerk of the Civil Court of the
City of New York, County of New York, to issue a warrant of
eviction in the summary proceeding entitled Broadway Metro
Associates, L.P. v. 2626 BWAY LLC, Index No. 074440/2010, and
permitting a New York City Marshal to execute upon such warrant of
eviction and evict and remove the Debtor from the premises and
deliver possession of the premises to Broadway Metro.

                         Dismissal of Case

That portion of Broadway Metro's motion seeking the dismissal of
the Debtor's Chapter 11 case on the basis that it is a bad faith
filing and for related relief is adjourned without date for a
continued hearing.  The Court reserves its right to determine any
further consequences resulting from the Debtor's failure to comply
with the Court's Order dated October 12, 2010, requiring Debtor to
pay two months of post-petition use and occupancy to Broadway
Metro by November 2, 2010.

                         About 2626 BWAY

New York-based 2626 BWAY, LLC, owns the The Metro Theater at 2626
Broadway, a landmarked Upper West Side building, between West 99th
and West 100th streets in Manhattan.  2626 BWAY filed for Chapter
11 bankruptcy protection on September 3, 2010 (Bankr. S.D.N.Y.
Case No. 10-14731).  Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., assists the Debtor in
its restructuring effort.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million
as of the Petition Date.


4755 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 4755, LLC
        P.O. Box 247
        Summerdale, PA 17093

Bankruptcy Case No.: 11-00126

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  CUNNINGHAM AND CHERNICOFF PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  E-mail: rec@cclawpc.com

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

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

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

The petition was signed by Perry L. Smith, member.


AFC ENTERPRISES: Same-Store Sales Increased by 6.0% in Q4 2010
--------------------------------------------------------------
AFC Enterprises, Inc., reported operating results for its fiscal
fourth quarter and full year which ended December 26, 2010, and
increased fiscal 2010 earnings guidance.

Global same-store sales increased 6.0% in the fourth quarter
compared to a 1.0% decrease last year.  For the full year 2010,
global same-store sales increased 2.6% compared to a 0.7% increase
in 2009, exceeding the Company's previous guidance of positive
2.0% to 2.5 percent.

During the fourth quarter, the Popeyes system opened 22 domestic
and 26 international restaurants, bringing full year 2010 openings
to 106 restaurants, compared to 95 restaurants last year.
Openings were lower than previous guidance of 120-130 restaurants
due primarily to year-end construction delays resulting from poor
weather and permitting delays.  Management expects to have
approximately 8 of these restaurants opened by the end of January.
The Popeyes system permanently closed 67 restaurants in fiscal
2010, resulting in net unit growth of 39 restaurants, compared to
14 net restaurants in 2009.

AFC Enterprises Chief Executive Officer Cheryl Bachelder stated,
"We continue to be pleased with our strong same-store sales
momentum, which reflects our superior food and effective marketing
campaigns in the U.S. and around the globe.  Today our business
model is stronger and more profitable to our franchise owners.
While we missed our aggressive new unit opening goal by 14 units,
we expect half of those units will be open in this month.  We
remain in a very good position to continue the acceleration of
unit growth in 2011 and beyond."

Based on the fourth quarter sales performance, the Company expects
fiscal 2010 fourth quarter reported earnings will be $0.16-$0.17
per diluted share and full year reported earnings will be $0.88-
$0.89 per diluted share.  Adjusted earnings per diluted share for
the fourth quarter is now expected to be $0.18-$0.19, bringing
full year adjusted earnings per diluted share to $0.85-$0.86,
compared to adjusted earnings per diluted share of $0.74 in fiscal
2009.  This is an increase from the Company's previous adjusted
earnings per diluted share guidance of $0.81-$0.83.  Adjusted
earnings per diluted share is a supplemental non-GAAP measure of
performance.

Within this updated guidance, the Company continues to expect
general and administrative expenses for the fourth quarter of 2010
will be in the range of $14.0 million to $14.5 million and full
year 2010 general and administrative expenses will be
approximately 3.0% of system-wide sales, among the lowest in the
restaurant industry.

Management expects to provide fiscal 2011 guidance concurrent with
the filing of the Company's 2010 Annual Report on Form 10-K.

                        New Credit Facility

As previously announced, on December 23, 2010, the Company
completed a new five-year $100 million credit facility, comprised
of a $40 million term loan and a $60 million revolver.  Proceeds
from the refinancing together with available cash were used to
retire approximately $63 million of the outstanding principal debt
balance of its previous credit facility.  At closing, $22 million
was drawn on the revolver.

The rate of interest under the new facility is currently 2.8% and
is determined using the LIBO Rate plus a spread of 250 basis
points.  The spread above the LIBO Rate can adjust from 225 to 325
basis points depending on the Company's total leverage.  In the
fourth quarter of 2010, the Company will recognize approximately
$0.6 million of interest charges and defer approximately $1
million of fees associated with the refinancing to be amortized
over the life of the new facility.

The Company's required quarterly principal payments will be $1.25
million for the first two years, $1.5 million for the third and
fourth years and $4.5 million in the fifth year.

                       About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

The Company's balance sheet at Sept. 30, 2010, showed
$118.0 million in total assets, $30.3 million in total current
liabilities, $84.7 million in total long-term liabilities, and
stockholders' equity of $3.0 million

                          *     *     *

AFC carries a 'B1' corporate family rating from Moody's Investors
Service and 'B+' issuer credit ratings from Standard & Poor's.


ALLEN CAPITAL: RSAI Files Schedules of Assets & Debts
-----------------------------------------------------
Richard S. Allen, Inc., has filed with the U.S. Bankruptcy Court
for the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------            -----------     -----------
  A. Real Property                        $0
  B. Personal Property           $76,158,469
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,402,045
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $52,316,937
                                 -----------      -----------
        TOTAL                    $76,158,469      $53,728,982

                         About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D.
Tex. Case No. 10-30562).  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010
(Bankr. N.D. Texas Case No. 10-33211).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represent the Debtor.  The Company
estimated assets and debts at $50 million to $100 million.


ALLY FINANCIAL: Issuing 2.12% GMAC Demand Notes Jan. 10-17
----------------------------------------------------------
In a Form 424B3 filing with the Securities and Exchange Commission
on January 10, 2011, Ally Financial Inc., filed a pricing
supplement to the demand notes - floating rate to be issued by
GMAC LLC amounting to $12.5 billion.  The Demand Notes will have
annual yield of 2.12% with effective dates of January 10, 2011
through January 17, 2011.

                        About Ally Financial

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

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

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

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion
in total assets, $152.214 billion in total liabilities, and
$20.977 billion in total equity.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


ANCHOR BLUE: Asks for Court's Permission to Use Cash Collateral
---------------------------------------------------------------
Anchor Blue Holding Corp., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to use until
January 31, 2011, cash securing their obligation to their secured
creditors.

As of the Petition Date, Anchor Blue, Inc., as the borrower, and
Anchor Blue Holding Corp., as the guarantor, as well as the
financial institutions parties thereto from time to time as
lenders and PNC Bank, National Association, as agent for the
Revolving Lenders, are parties to that certain Revolving Credit
and Security Agreement, dated as of August 14, 2009.  As of the
Petition Date, the aggregate outstanding principal amount of the
loans, letters of credit and other Obligations arising under
the Revolving Loan Documents was no less than approximately
$3.498 million, exclusive of all accrued and unpaid interest,
costs, expenses, fees, other charges and other obligations owing
to the Revolving Loan Secured Parties.

As of the Petition Date, the Borrower, Guarantor, the financial
institutions parties thereto from time to time as lenders, Ableco
Finance LLC, as administrative agent for the Term Loan Lenders and
Ableco, as collateral agent for the Term Loan Lenders are parties
to that certain Financing Agreement, dated as of August 14, 2009.
As of the Petition Date, the aggregate outstanding principal
amount of the loans and other Obligations arising under the Term
Loan Documents was no less than approximately $16.5 million
exclusive of all accrued and unpaid interest, costs, expenses,
fees, other charges and other obligations owing to the Term Loan
Secured Parties.

As of the Petition Date, the Borrower, Guarantor and Sun Anchor
Blue Finance, LLC, are parties to that certain Subordinated
Secured Promissory Note, dated as of November 19, 2010.  As of the
Petition Date, the aggregate outstanding principal amount of the
loans and other Obligations arising under the Subordinated Loan
Documents was no less than approximately $3.25 million exclusive
of all accrued and unpaid interest, costs, expenses, fees, other
charges and other obligations owing to the Subordinated Secured
Parties.

Kenneth J. Enos, Esq., Young Conaway Stargatt & Taylor, LLP,
explains that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.  The Debtors will use the
cash collateral pursuant to a budget, a copy of which is available
for free at http://bankrupt.com/misc/ANCHOR_BLUE_budget.pdf

As adequate protection of the interests of the Prepetition Secured
Lenders in the Prepetition Collateral, the Debtors will grant
valid, continuing, and automatically perfected first priority
security interests and, solely to the extent of any aggregate
post-petition Diminution in Value of any pre-petition interests of
the Prepetition Secured Lenders in their respective collateral and
subject to the terms and conditions of the Interim Order,
replacement liens in and upon all of the Debtors' properties and
assets, real or personal.

As additional adequate protection, solely to the extent of any
aggregate postpetition Diminution in Value of any pre-petition
interests of the Prepetition Secured Lenders in their respective
collateral and subject to the Carve-Out provided for in the
Interim Order, the Prepetition Secured Lenders will be granted
allowed superpriority administrative expense claims against each
of the Debtors.

The Debtors will provide adequate protection payments to the
Prepetition Secured Lenders as further protection of the interests
of the Prepetition Secured Lenders in the Cash Collateral.

The Debtors' Prepetition Secured Lenders have consented to the use
of the Cash Collateral.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington. The Company 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.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  Kenneth J. Enos, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions is the claims agent.

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.


ANCHOR BLUE: Wants Filing of Schedules Extended by 30 Days
----------------------------------------------------------
Anchor Blue Holding Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the deadline for the filing
of schedules of assets and liabilities, schedules of current
income and expenditures, schedules of executor contracts and
unexpired leases, and statements of financial affairs for an
additional 30 days.

The Debtors submit that cause exists to extend the deadline for
the Debtors to file their Schedules and Statements given (i) the
size and complexity of the Debtors' businesses, (ii) the number of
Debtors and their potential creditors, and (iii) the numerous
burdens the liquidation efforts will impose on the Debtors,
particularly in the early days of these Chapter 11 cases.  The
Debtors' management and employees, together with their outside
advisors, have been working diligently to begin the process of
compiling the information necessary for the Schedules and
Statements.  The Debtors said that "the magnitude of that task,
when taken together with the considerable stresses of preparing to
file these Chapter 11 cases, the varying demands on management's
time related to the Debtors' transition into Chapter 11, and the
ongoing burdens of operating the Debtors' businesses on a day-to-
day basis, supports the requested extension of the current
deadline," which is 30 days from the Petition Date.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington. The Company 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.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  Kenneth J. Enos, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions is the claims agent.

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.


ANCHOR BLUE: Wants to Assume Agency Agreement With GB/Hilco
-----------------------------------------------------------
Anchor Blue Holding Corp., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to assume an
agency agreement providing for the liquidation of the Debtors'
merchandise inventory and other assets by a joint venture of
Gordon Brothers Retail Partners, LLC, and Hilco Merchant
Resources, LLC, as liquidating agent.

A copy of the Agency Agreement is available for free at:

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

The Debtors also ask for authorization to, among others:
(i) continue store closing sales at all of the Debtors' retail
locations pursuant to the terms of the Agency Agreement; (ii)
grant a first priority secured lien to the Agent in connection
with the Store Closing Sales; and (iii) pay the proceeds of the
Store Closing Sales to the Debtors' prepetition lenders.

Prior to the Petition Date, the Debtors concluded that the best
means of maximizing the value of their assets was to conduct Store
Closing Sales at all of the Debtors' retail locations through the
use of a professional liquidator.  On January 5, 2011, the Debtors
executed the Agency Agreement with GB/Hilco.  On January 6, 2011,
the Agent officially commenced the Store Closing Sales at all of
the Debtors' retail locations.

Pursuant to the Agency Agreement, GB/Hilco is the exclusive Agent
to the Debtors for purposes of conducting the Store Closing Sales
at all of the Debtors' retail locations and disposing of the
Debtors' inventory merchandise and remaining furniture, fixtures,
and equipment, free and clear of all liens, claims, and
encumbrances.

The Agent will serve as the exclusive agent for conducting the
Store Closing Sales and disposing of the Owned FF&E pursuant to
the terms of the Agency Agreement.  In addition, to the extent
that Proceeds exceed the sum of (i) the Guaranteed Amount,
(ii) Expenses of the Sale, and (iii) 2% of the aggregate
Retail Value of the Merchandise, then all Proceeds of the Sale
above the Sharing Threshold will be shared equally between the
Debtors and the Agent.

The Agent has guaranteed a minimum recovery of 27.1% of the
aggregate Retail Value of the Merchandise included in the Sales.

The Agent will sell the Owned FF&E free and clear of any liens,
claims and encumbrances in any such Stores and will have the right
to retain all proceeds received from such sales, net only of sales
taxes.  The Agent will be responsible for payment of expenses
incurred in connection with the disposition of the Owned FF&E.  In
exchange, the Agent will, in addition to all other amounts
contemplated by the Agency Agreement, pay to the Debtors on the
Payment Date, $450,000.

About 85% of the Guaranteed Amount will be payable on a date not
later than one business day following the entry of this Order and
the execution of the Agency Agreement.  The Agent will pay to the
Debtors the remaining undisputed Guaranteed Amount no later than
the earlier of: (i) the date that is 30 business days following
the Sale Commencement Date, and (ii) the second business day
following the issuance of the audit report of the aggregate Retail
Value of the Merchandise by the Inventory Taking Service.  To
secure Agent's payment of the remaining unpaid Guaranteed Amount,
the Agent will deliver to the Debtors, naming Lender Agent as
beneficiary, an irrevocable standby letter of credit in the
original face amount equal to the unpaid portion of the Estimated
Guaranteed Amount as of the Payment Date.

As compensation for its services, the Agent will be entitled to
the Proceeds of the Sale after payment of the Guaranteed Amount,
Expenses of the Sale, Recovery Amount, and all other amounts
payable to the Debtors from the Proceeds thereof.  In addition,
provided that no Event of Default has occurred and continues to
exist on the part of the Agent, and after all payments have been
made to the Debtors pursuant to the terms of the Agency Agreement,
all remaining Merchandise following the Sale Termination Date will
become property of the Agent, free and clear of all liens, claims,
and encumbrances, and the proceeds from the disposition of the
remaining Merchandise will constitutes Proceeds under the Agency
Agreement.

The Agent will complete the Sale on or before February 28, 2011,
unless the Sale is extended by mutual agreement between the Agent,
Debtors, and Lender Agent, provided that the Agent may also
terminate the Sale at any retail store location upon seven days'
notice to the Debtors.  At the conclusion of the Sale, the
Agent agrees to vacate the Stores in "broom clean" condition,
ordinary wear and tear excepted, and except for unsold items of
Owned FF&E.  All sales of Merchandise will be on a "final sales"
and "as is" basis, and all advertisements and sales receipts will
reflect the same.

The Agent will accept the Debtors' gift certificates/cards and
Store credits issued by the Debtors prior to the Sale Commencement
Date until January 17, 2011, but won't honor other customer
programs required by the Store Closing Guidelines, including but
not limited to all customer satisfaction programs for items
purchased prior to the commencement of the Sale.  The Agent will
accept returns of Merchandise sold by the Debtors prior to the
Sale Commencement Date until January 17, 2011.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington. The Company 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.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  Kenneth J. Enos, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions is the claims agent.

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.


AMERICAN INT'L: Expects to Close Recapitalization Tomorrow
----------------------------------------------------------
American International Group, Inc., said Wednesday the condition
to its previously announced dividend of roughly 75 million
warrants has been satisfied.  AIG also expects -- assuming no
material change in the relevant facts, circumstances and
conditions -- to close its recapitalization on January 14, 2011,
although there can be no assurance in that regard.

The warrants will be distributed on January 19, 2011, to AIG's
common shareholders of record as of January 13, 2011. Each warrant
entitles the holder to purchase one share of AIG common stock, par
value $2.50 per share (AIG common stock), at $45 per share.

"With t[he] announcement, we anticipate that we will be able to
deliver on our promise to the American people to repay the
extraordinary assistance they provided to AIG during the financial
crisis of 2008," said Robert H. Benmosche, AIG President and Chief
Executive Officer. "We remain grateful for their support of AIG,
and we remain convinced that the American people will realize a
profit on their investment in our company.

"AIG is positioned as strong and worthy of investor confidence,
with one of the largest, most diversified property and casualty
companies in the world, a leading U.S. life insurance and
retirement savings operation, and other businesses that are well
positioned to deliver long-term value to all of our stakeholders,"
Mr. Benmosche said.

The warrant dividend, which was declared by the Board of Directors
of AIG on January 6, 2011, was subject to the condition that AIG,
the U.S. Department of the Treasury, the Federal Reserve Bank of
New York, and the AIG Credit Facility Trust each determined as of
the close of business on January 12, 2011, that it expected --
assuming there is no material change in the relevant facts,
circumstances, and conditions on or before January 14, 2011 --
that the recapitalization will close on January 14, 2011.
Although this condition to the warrant issuance has been
satisfied, the recapitalization itself remains subject to closing
conditions and there can be no assurance that facts,
circumstances, or conditions will not change in a manner that
would preclude the closing of the recapitalization on January 14,
2011.

If the conditions to closing the recapitalization are satisfied on
January 14, 2011, AIG expects on that date to:

          1. Repay and Terminate the FRBNY Credit Facility
             with AIG:

AIG will apply proceeds from various asset sales to repay the
FRBNY roughly $21 billion in senior secured debt under the FRBNY
credit facility and terminate the FRBNY senior secured credit
facility. The repayment and termination of the FRBNY senior
secured credit facility will result in an roughly $3.6 billion
charge in the first quarter of 2011, representing the remaining
balance of the prepaid commitment fee asset.

          2. Facilitate the Orderly Exit of the U.S.
             Government's Interests in Two Special Purpose
             Vehicles (SPVs):

AIG will apply certain proceeds from asset sales to retire a
portion of the FRBNY's preferred interests in an AIG-related SPV
that holds MetLife, Inc. securities received from the sale of
American Life Insurance Company.  AIG will also draw roughly
$20 billion of previously undrawn Series F funds available to the
company under the Troubled Asset Relief Program to purchase the
remainder of the FRBNY's preferred interests in the ALICO SPV and
all of the FRBNY's preferred interests in the AIG-related SPV that
holds roughly 33% of the ordinary shares of AIA Group Limited.
After completing these purchases, AIG will then transfer the
purchased preferred interests to the Treasury Department in
consideration for retiring an equal amount of liquidation
preference of the Series F preferred shares.

          3. Retire AIG's Outstanding Preferred Shares:

AIG will exchange 1.655 billion shares of AIG common stock for the
$49.1 billion of TARP Series E and Series F preferred shares and
the Series C preferred shares held by the Trust on behalf of the
U.S. Treasury.  After these exchanges are completed and the Trust
transfers its shares of AIG common stock to the Treasury
Department, the Treasury Department will own roughly 92% of the
common stock of AIG, as well as new Series G preferred shares,
pursuant to which AIG may draw funds for general corporate
purposes.  AIG expects that over time the Treasury Department will
sell its shares of AIG Common Stock subject to market conditions.

                          Warrant Details

Trading on the NYSE: AIG has applied to have the warrants listed
on the New York Stock Exchange under the ticker symbol "AIG WS"
and anticipates that the warrants will begin trading on the NYSE
on a "when issued" basis on January 13, 2011.  AIG has been
advised by the NYSE that from January 11 through January 19, 2011
AIG common stock will trade with "due bills" attached, and that
AIG common stock will begin trading regular way, ex-dividend, on
January 20, 2011, the date following the distribution of the
warrants.  Due bills are essentially an assignment from a seller
of common stock to a buyer of the right to receive the dividend.

AIG will issue the warrants pursuant to a warrant agreement
between AIG and Wells Fargo Bank, N.A., as warrant agent.  Copies
of the warrant agreement may be obtained at no charge from Wells
Fargo Bank, N.A., at 888-899-8293 in the U.S. (toll-free) or 651-
450-4064 outside the U.S.

                             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: Top Bank Execs. to Present IPO Pitches Today
------------------------------------------------------------
The Wall Street Journal's Serena Ng, Randall Smith and Joann S.
Lublin report that preparations officially get under way Thursday,
as American International Group and U.S. government officials
audition Wall Street banks for a lead role in what insiders are
calling the "re-IPO" of AIG.  People familiar with the matter told
the Journal top executives of multiple banks, including Bank of
America Corp. chief Brian Moynihan, J.P. Morgan Chase & Co. vice
chairman and deal maker James B. Lee Jr. and Morgan Stanley chief
James Gorman are among those scheduled to attend a series of
meetings in New York at the midtown law offices of Davis Polk &
Wardwell LLP.

The Journal notes that in marketing the shares, AIG and its
bankers will likely have to address concerns about the health of
AIG Chief Executive Officer Robert Benmosche, who in October was
diagnosed with cancer but hasn't disclosed what type.  According
to the Journal, AIG directors are considering disclosing more
about the health of Mr. Benmosche, 66, according to a person
familiar with the matter.

According to the Journal, people familiar with the matter say, the
AIG directors in early February intend to get an update from Mr.
Benmosche and his doctors on his prognosis so that they can
determine if the CEO should remain through the stock sale.  The
people said investor feedback over the next few weeks could also
pressure AIG to name a new long-term chief executive ahead of the
share sales.

The Journal relates people familiar with the matter said that,
following Thursday's meetings, Treasury and AIG intend to select
one or more banks to lead the sale for a heavily discounted
underwriting fee, which will be close to, or below, the 0.75-
percentage-point fee banks earned for the common-stock portion of
the GM sale.  "We will rely on the banks with the best ideas," one
of the people said, according to the Journal.

The Journal notes that most investment banks will likely end up
getting a piece of the AIG offering because the U.S. has so many
shares to sell.  According to the Journal, one politically charged
issue that could affect the choice of banks to lead the sale is
the relationships that several large banks had with AIG during its
2008 bailout.  The Journal points out that:

     -- Goldman Sachs Group Inc., was one of the largest
        recipients of cash from AIG, which used taxpayer money to
        cover obligations on bad mortgage bets the insurer made
        before the financial crisis.  Goldman has worked with AIG
        on some asset sales, and was recently a lead underwriter
        of the IPO of its overseas unit.

     -- Morgan Stanley led the GM sale with J.P. Morgan Chase and
        managed the Citigroup sale by itself, without raising
        objections from other banks.  Morgan Stanley also advised
        the Federal Reserve Bank of New York throughout the AIG
        bailout.

As reported by the Troubled Company Reporter on Wednesday, Michael
J. De La Merced, writing for The New York Times, said people
briefed on the matter told NY Times' DealBook on Friday that
Treasury officials will listen to pitches from 10 firms.

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.
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,
the NY Times' people said.

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.

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 Group Gets Nan Shan for $2.16BB
-------------------------------------------------------
American International Group, Inc. on Wednesday unveiled an
agreement to sell its 97.57% interest in Nan Shan Life Insurance
Company, Ltd., for $2.16 billion in cash to Ruen Chen Investment
Holding Co., Ltd., which is owned:

          80% by the Ruentex Group, the Taiwan-based conglomerate,
              and

          20% by Pou Chen Corporation, the Taiwan Stock Exchange-
              listed footwear manufacturer.

The purchase agreement includes a number of commitments that offer
important protections for employees and agents, including an
agreement to maintain the existing compensation and benefits
package for employees and the existing agency organizational and
commission structure following the closing of the transaction.
Ruen Chen has also expressed its intention to retain the current
Nan Shan management team, as well as its long-term commitment to
maintain both its majority ownership in Nan Shan and the Nan Shan
brand.

Debevoise & Plimpton LLP and Lee & Li, Attorneys-At-Law served as
legal advisors to AIG on this transaction.

The transaction is subject to the receipt of regulatory approval.

"The participants in the consortium enjoy an excellent reputation
in Taiwan.  Ruen Chen offers strong operational and funding
capabilities and possesses a clear ability to satisfy the strict
criteria that governed AIG's bid review process," said Robert
Benmosche, AIG President and Chief Executive Officer.  "Consistent
with these criteria, Ruen Chen has demonstrated that it is able
and willing to invest in Nan Shan's future, and that it will
protect and serve the best interests of Nan Shan's policyholders,
employees and agents."

Established in 1963, Nan Shan is the largest life insurer in
Taiwan by total book value and the third largest by total
premiums, serving four million policyholders via an extensive
network of 24 branches, 500 agency offices, approximately 4,100
employees and more than 33,000 agents.

                           *     *     *

Dow Jones Newswires' Aries Poon in Taipei and The Wall Street
Journal's Alison Tudor in Hong Kong report that the buyers'
relative lack of industry experience could raise concerns from
Taiwan's financial regulator, which has to approve the deal and
blocked an earlier sale of Nan Shan.

According to Dow Jones, Taiwan's Financial Supervisory Commission
said Wednesday it would "cautiously review" the bid.  Dow Jones
notes the FSC has said previously that its approval of a potential
deal will depend on whether a buyer has sound financing and
insurance experience, will look after policyholders and staff,
will make a long-term commitment to the company and can meet
future funding needs.

Dow Jones reports that Sam Radwan, managing partner of Enhance
International, a consultant focused on insurance in Taiwan and
mainland China, called the deal "surprising."  "The FSC has always
been clear as to what their requirements are," he said.  According
to Dow Jones, Mr. Radwan said one question regulators will want to
consider is whether that ownership qualifies as operational
experience.

The Ruentex Group owns interests in supermarkets, cement and
finance.  Ruentex companies owns a 15% stake in SinoPac Financial
Holdings Co., a medium-size financial conglomerate in Taiwan.

Dow Jones recounts that Ruentex bought a 20% stake in ING Groep
NV's life-insurance unit in Taiwan in 1986 but sold its entire
stake back to ING in 2001.

Pou Chen Corp., owns stakes in financial companies as well,
including a mainland Chinese lender.

Dow Jones also reports that Andrew Borodach, AIG's assistant
general counsel, said at a news conference in Taipei on Wednesday
that Nan Shan might also list on the Taiwan stock exchange, which
would support the Taiwan insurer's capital base.

Dow Jones notes that other Nan Shan bidders included Fubon
Financial Holding Co., Cathay Financial Holding Co. and Chinatrust
Financial Holding Co.  People familiar with the matter said in
December that the Ruentex consortium bid the most.

According to Dow Jones, members of the Ruentex consortium were
advised by Citigroup Inc.

In August, the FSC blocked Nan Shan's sale to a Hong Kong
consortium for US$2.15 billion, citing concerns about the group's
financial strength and commitment.  One member of that consortium,
private-equity firm Primus Financial Holdings Ltd., joined with
new partners to bid in the latest auction.

                             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.


BAKERS FOOTWEAR: Marxe and Greenhouse Hold 21.0% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, Austin W. Marxe and David M.
Greenhouse disclosed that each of them beneficially owns 1,942,344
shares of common stock of Bakers Footwear Group, Inc.,
representing 21.0% of the shares outstanding.  As of December 4,
2010, there were 9,228,916 shares issued and outstanding of the
Company.

Messrs. Marxe and Greenhouse share sole voting and investment
power over 592,582 shares of Common Stock owned by Special
Situations Fund III QP, L.P., 1,179,607 shares of Common Stock
owned by Special Situations Cayman Fund, L.P. and 170,155 shares
of Common Stock owned by Special Situations Private Equity Fund,
L.P.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a national, mall-based, specialty retailer of
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  As of
October 30, 2010, the Company operated 236 stores, including 220
Bakers stores and 16 Wild Pair stores located in 35 states.

The Company's balance sheet at October 30, 2010, showed
$51.17 million in total assets, $62.42 million in total
liabilities, and a stockholders' deficit of $11.25 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended January 30, 2010.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.  Bakers Footwear reported
a net loss of $9.1 million on $185.4 million of revenue for the
fiscal year ended January 30, 2010, compared with a net loss of
$15.0 million on $183.7 million of revenue for the year ended
January 31, 2009.


BALL CORP: Fitch Upgrades Rating on Issuer Default to 'BB+'
-----------------------------------------------------------
Fitch Ratings upgraded the Issuer Default Rating (IDR) and long-
term debt ratings of Ball Corporation to 'BB+' from 'BB'.  In
addition, Fitch has assigned a 'BBB-' rating to the new secured
credit facilities at Ball, which include a combined $1.4 billion
multicurrency revolving facilities and term loans A-C.

Concurrently, Fitch withdraws the ratings on Ball's multicurrency
revolving credit facility and term loans maturing in October 2011,
which have been replaced.  The Rating Outlook is Stable.

The rating upgrade reflects the progress the company has made in
refinancing its capital structure, the operating trends in the
business which Fitch believes will lead to sustainable levels of
FCF and the continuation of current financial polices with the
company being within its current target net leverage of 2.5 times
(x).  Ball's ratings incorporate the company's solid cash flow
generation, stable credit metrics, leading market positions in its
product categories/market segments, and current expectations in
the packaging end markets.  During the past couple of years, Ball
has reduced overcapacity, removed fixed costs, divested lower
margin commodity-oriented assets and rebalanced its mix to sharpen
the operational focus across its strategic footprint resulting in
improved profitability margins and expected volume improvements in
2011.

Risks reflected in the rating include the acquisitive nature of
the company, the risks inherent within the packaging segment
including foreign country and revenue/customer concentration as
well as its underfunded pension plans.

Near-term maturities are minimal following the refinancing of its
credit facilities. All other material maturities for Ball's debt
are beyond 2015.  The new term loans and revolving facilities both
mature in December 2015, bear interest at variable rates and
include the following: 1) a multicurrency, long-term revolving
credit facility that provides the company with availability up to
$850 million; 2) a US$150 million French revolving facility; 3)
remaining term loans A-C denominated in USD ($200 million),
Sterling (51 million) and euros (100 million).  The revolvers were
undrawn at facility close.  Terms and conditions of the revolver
provide the company with more flexibility and capacity with
financial covenant for consolidated leverage increased from 3.75x
to 4.0x in the new credit agreements.  The negative covenants for
permitted liens, indebtedness, asset sales and investments have
generally expanded with additional basket capacity.

Ball's liquidity, pro forma for the new credit agreement is good
and was in excess of $1.2 billion at the end of Sept. 26, 2010,
including approximately $250 million in cash and revolver
availability.  In addition, Ball's $250 million accounts
receivable securitization program had no accounts receivable sold
under the program at the end of the third quarter.  In October
2010, the company renewed its receivables sales agreement for a
period of one year.  The size of the new program varies from up to
$125 million for settlement dates in January through April and up
to $175 million for settlement dates in the remaining months.
While capital spending is expected to increase to $300 million due
to significant investments in growth projects, Ball expects free
cash flow in the range of $500 million for 2010.

At the end of third quarter 2010, pro forma leverage was 2.7x,
which has decreased from a peak following the InBev acquisition of
3.0x. With the company within its net leverage target goal of
2.5x, Fitch expects Ball to use the majority of its discretionary
cash flow for share repurchases and dividends as well as continue
to be opportunistic in regards to acquisitions as the company was
in 2010.  Through Nov. 2, Ball had repurchased $494 million of
stock in 2010.  For 2011, Fitch expects leverage to remain in the
mid 2x range.  If leverage were to increase as a result of a
larger acquisition, Fitch believes the company has good
flexibility due to its cash generation to delever the business
back to its target leverage.


BELTWAY 8: Section 341(a) Meeting Scheduled for Jan. 28
-------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Beltway 8
Associates, LP's creditors on January 28, 2011, at 1:00 p.m.  The
meeting will be held at Middle District of Louisiana, 707 Florida
Street, Room 324, Baton Rouge, LA 70801.

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.

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, filed for Chapter 11 bankruptcy protection
on January 3, 2011 (Bankr. M.D. La. Case No. 11-10001).  William
E. Steffes, Esq., at Steffes, Vingiello & Mckenzie, LLC, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.


BESO, LLC: Eva Longoria Faces $4 Million Suit from Partner
----------------------------------------------------------
Michael Preston at NBC New York, citing a report from E! Online,
says Mali Nachum, a partner in restaurant Beso, LLC, has sued Eva
Longoria for $4 million, alleging that the interest payments
Ms. Longoria has received since investing $1 million of her own
money into the restaurant are in violation of California's lending
laws.

According to the NBC report, under the current deal, Ms. Longoria
agreed to put up the $1 million in exchange for annual interest
payments of 8% and for a 23.33% stake in the Company.  The equity
that Mr. Nachum and another investor, Jonas Lawrence, have in Beso
would reflect Ms. Longoria's increased holding.

Mr. Nachum, according to the report, learned that the agreement
broke the state's usury law, essentially making Ms. Longoria's
deal void.  Mr. Nachum said he is calling for Beso LLC to bring
charges against Ms. Longoria in an effort to have any interest
payments previously returned, which currently stand at
$4.6 million.  Mr. Nachum is asking for $4 million plus legal fees
and the voiding of any future interest payments.

                          About Beso, LLC

Beso, LLC, co-owned by "Desperate Housewives" star Eva Longoria,
filed for Chapter 11 bankruptcy protection on January 6, 2011
(Bankr. D. Nev. Case No,. 11-10202).

Beso, LLC, runs a Las Vegas restaurant that opened two years ago.
It disclosed assets of $2,512,007 and liabilities of $5,680,339 in
the schedules attached to the Chapter 11 petition.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.


BILL HEARD: District Court Rejects Deepening Insolvency Suit
------------------------------------------------------------
Georgia law, as predicted by a federal district court judge in
Alabama, WestLaw reports, would not recognize a deepening
insolvency cause of action by corporate creditors against
corporate fiduciaries, for keeping a corporation in business too
long and thereby deepening its insolvency.  Thus, allegations in a
complaint filed by the trustee of the Chapter 11 estate of a
bankrupt corporate debtor, regarding a chief executive officer's
continued pursuit of what had proven to be a failed business
strategy, when he should have known that the company's only viable
option was to pursue bankruptcy relief earlier and thereby prevent
the $91 million loss that it later sustained, were insufficient to
state a cause of action against the CEO for breach of any
fiduciary duties that he may have owed to corporate creditors.
There was no allegation of any embezzlements, fraudulent
conveyances, or other such specific defalcations by the CEO.
Heard v. Perkins, --- B.R. ----, 2010 WL 5490828 (N.D. Ala.)
(Propst, J.).

                   About Bill Heard Enterprises

Headquartered in Huntsville, Alabama, Bill Heard Enterprises Inc.
-- http://www.billheardhuntsville.com/-- was one of the largest
Chevrolet dealers in the United States.  The company and 17 of
its affiliates filed for Chapter 11 protection (Bankr. N.D. Ala.
Case No. 08-83028) on Sept. 28, 2008.  Derek F. Meek, Esq.,
at Burr & Forman, LLP, represents the Debtors in their
restructuring efforts.  An official committee of unsecured
creditors has been appointed in the bankruptcy cases.  Kilpatrick
Stockton LLP represents the Committee.  When the Debtors sought
protection from their creditors, they estimated their assets and
debts at more than $500 million.  William F. Perkins serves as
the Chapter 11 Trustee for Bill Heard Enterprises, Inc., and is
represented by Jackson R. Sharman, III, Esq., John Stewart Baker,
IV, Esq., and Samuel H. Franklin, Esq., at Lightfoot Franklin &
White LLC in Birmingham, Ala., David O'Neal, Esq., Jessica P.
Corley, Esq., and Todd R. David, Esq., at Alston & Bird in
Atlanta, Ga.


BOISE FOOD: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Boise Food Land Company LLC
        P.O. Box 140338
        Boise, ID 83714

Bankruptcy Case No.: 11-40157

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B Snyder

Debtor's Counsel: Jeffrey P. Helsdon, Esq.
                  OLDFIELD & HELSDON PLLC
                  1401 Regents Blvd Ste 102
                  Fircrest, WA 98466
                  Tel: (253) 564-9500
                  E-mail: jhelsdon@tacomalawfirm.com

Scheduled Assets: $8,519,821

Scheduled Debts: $8,040,956

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-40157.pdf

The petition was signed by Joseph P. McGivney, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Joseph McGivney                        10-50104   12/09/10


BORDERS GROUP: Some Publishers May Not Agree to Payment Delay
-------------------------------------------------------------
Jeffrey A. Trachtenberg, writing for The Wall Street Journal,
reports that major publishers are divided on whether to support
Borders Group Inc.'s efforts to stabilize its finances after a
disappointing round of initial meetings.  The Journal says some
publishers expressed doubt that they'll agree to delay payments
for books.

The Journal relates Borders is expected to meet with some
publishers Thursday afternoon for another round of talks over
extending bills for books already shipped so it can buy time to
sort out its debt-heavy balance sheet.

According to the Journal, several publishers who met with Borders
executives last week expressed dissatisfaction that the retailer
failed to provide details on its refinancing efforts and didn't
offer a sound strategy for reversing recent losses and declining
revenue.

The Journal notes it couldn't be learned whether Borders will
present firm details on its refinancing plans at Thursday's
meeting.  Borders declined to comment.

                        About Borders Group

Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  The Wall Street Journal says Borders
is the nation's second-largest bookstore chain by revenue, behind
Barnes & Noble Inc.

The Wall Street Journal's Jeffrey Trachtenberg reported that
Borders said Dec. 30 it was delaying payments to some publishers.
According to the Journal, Borders said the delays were part of its
efforts to refinance its debt and that it had notified the
publishers with which it is seeking to restructure payments.

On December 9, 2010, Borders released its financial results for
the third quarter ended October 30, 2010.  The Company disclosed
that it was in detailed discussions with potential lenders for
replacement financing that Borders believes will provide
sufficient liquidity through at least the beginning of 2012.
Borders is also pursuing the potential sale of certain assets as
well as cost reduction and sales generating initiatives.  Borders
cautioned that there can be no assurance that it will be able to
obtain adequate financing or that its other initiatives will be
successful.  Borders also said if the steps it is taking are not
successful, it could be in violation of the terms of its credit
agreements in the first quarter of calendar 2011, which could
result in a liquidity shortfall.

As of October 30, 2010, Borders had total assets of
$1,356,600,000, total liabilities of $1,397,400,000, and
stockholders' deficit of $40,800,000.


BORDERS GROUP: To Close Tenn. Distribution Center; 310 Out of Jobs
------------------------------------------------------------------
Jeffrey A. Trachtenberg, writing for The Wall Street Journal,
reports that Borders Group Inc. on Wednesday said it is now in the
process of closing its distribution center in Tennessee and that
roughly 310 jobs will be eliminated.  Borders noted that the
decision wasn't related to its ongoing refinancing effort or the
delay of some vendor payments.

                        About Borders Group

Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  The Wall Street Journal says Borders
is the nation's second-largest bookstore chain by revenue, behind
Barnes & Noble Inc.

The Wall Street Journal's Jeffrey Trachtenberg reported that
Borders said Dec. 30 it was delaying payments to some publishers.
According to the Journal, Borders said the delays were part of its
efforts to refinance its debt and that it had notified the
publishers with which it is seeking to restructure payments.

On December 9, 2010, Borders released its financial results for
the third quarter ended October 30, 2010.  The Company disclosed
that it was in detailed discussions with potential lenders for
replacement financing that Borders believes will provide
sufficient liquidity through at least the beginning of 2012.
Borders is also pursuing the potential sale of certain assets as
well as cost reduction and sales generating initiatives.  Borders
cautioned that there can be no assurance that it will be able to
obtain adequate financing or that its other initiatives will be
successful.  Borders also said if the steps it is taking are not
successful, it could be in violation of the terms of its credit
agreements in the first quarter of calendar 2011, which could
result in a liquidity shortfall.

As of October 30, 2010, Borders had total assets of
$1,356,600,000, total liabilities of $1,397,400,000, and
stockholders' deficit of $40,800,000.


BRILL REALTY: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Brill Realty Associates, LLC
        322 North Main Street
        Spring Valley, NY 10977

Bankruptcy Case No.: 11-22030

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
BNB Bank National                                $1,300,000
Association
c/o Linda Donato, Esq.
180 East Main Street,
Suite 308
Smithtown, NY 11787

The petition was signed by Chaim Brull, member.


BV JORDANELLE: Wants Plan to Proceed Directly to Confirmation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah has scheduled
for February 17, 2011, at 11:30 a.m., the hearing on the motion of
Jordanelle, LLC, for a determination that no disclosure statement
is required with respect to its proposed Chapter 11 Plan, dated
January 3, 2011, or should a disclosure statement be required, for
a reasonable extension of time to file the disclosure statement.

The Debtor contends that it need not file a disclosure statement
since no classes of claims or interests are impaired under the
Plan, and that Section 1125 of the Bankruptcy Code only applies in
cases where solicitation of acceptances or rejections of a plan
occurs.

Jordanelle Special Service District asserts a claim against the
Debtor, as of the Petition Date, in the amount of roughly
$10,682,669, secured by a statutory assessment lien against the
Debtor's unimproved real property.  The nature, extent, amount and
validity of the JSSD Claim is currently the subject of litigation
between the Debtor and JSSD entitled BV Lending, LLC and BV
Jordanelle, LLC v. Jordanelle Special Service District, Jordanelle
Special Service District, Utah Special Improvement District No.
2005-2, and W. Jeffrey Fillmore, currently pending in the Fourth
Judicial District Court for Wasatch County, State of Utah, Civil
Number 100500444.

In addition to the JSSD Claim, two other creditors have asserted
claims against the Debtor's estate:

   * Texas Capital Bank has a non-recourse secured claim in the
     amount of $2,630,000 as of the Petition Date which is secured
     by a second position lien on and security interest in the
     Real Property.

   * The Highlands at Jordanelle, LLC, has a contingent,
     unliquidated and disputed claim against the Debtor for
     eminent domain which is currently pending before the Utah
     Supreme Court entitled The Highlands at Jordanelle, LLC v. BV
     Jordanelle, LLC, Case No. 20090031.

The Plan provides for the following treatment of the claims and
against and equity interests in BV Properties, LLC.

  1. JSSD Claim.  Upon entry of a Final Order in the JSSD
       Litigation determining the validity and final amount of the
       JSSD Claim, the Debtor will commence making regular monthly
       payments of principal and interest to JSSD sufficient to
       pay the JSSD Claim, in the amount determined by the Court
       in the JSSD Litigation, in full, with interest, over a
       period ending not later than 5 years after the Petition
       Date.  The first payment to JSSD will be made within 30
       days after the entry of a Final Order in the JSSD
       Litigation establishing the allowed amount of the JSSD
       Claim.

  2. TCB Secured Claim.  The TCB Secured Claim will be paid in
       accordance with the terms of the loan documents evidencing
       the TCB Secured Claim.

  3. The Highlands Claim.  The nature, validity and extent of the
       Highlands Claim against the Debtor and/or the Real Property
       will be determined by the Utah Supreme Court in the
       Highlands Litigation.

  4. BVP's Membership Interest.  BVP will retain its interests in
       the Debtor in the same percentages and amounts, and with
       the same rights, as existed prior to the Petition Date,
       without modification of any kind.

                       About BV Jordanelle

Idaho Falls, Idaho-based BV Jordanelle, LLC, owns roughly 730
acres of undeveloped real property on the south side of
Jordanelle Reservoir, about five miles east on State Route 32 from
U.S. Highway 40, in Wasatch County.  The Debtor is entirely owned
by BV Properties, LLC, with BVP holding the entire membership
interest of the Debtor.

BV Jordanelle filed for Chapter 11 bankruptcy protection on
September 2, 2010 (Bankr. D. Utah Case No. 10-32121).  Michael R.
Johnson, Esq., at Ray Quinney & Nebeker P.C., assists the Debtor
in its restructuring effort.  In its schedules, the Debtor
disclosed assets of $13,540,000 and liabilities of $13,312,669 as
of the Petition Date.


CALIFORNIA COASTAL: Commencing Solicitation of Votes on Plan
------------------------------------------------------------
California Coastal Communities, Inc., disclosed that the United
States Bankruptcy Court for the Central District of California has
scheduled a hearing on February 16, 2011 to consider confirmation
of the Company's plan of reorganization with respect to its
Chapter 11 bankruptcy cases.  The Company will now commence
solicitation of votes from its creditors in support of the Plan.

With the Plan supported by over 80% of its senior secured lenders,
the Company expects it will obtain Bankruptcy Court approval of
the Plan at the February 16th hearing and emerge from bankruptcy
shortly thereafter; however, there can be no assurance in that
regard.

Chief Executive Officer Raymond J. Pacini commented, "With the
support of our lenders, we are on track to exit bankruptcy by the
end of February.  We look forward to the spring selling season and
are well-positioned to provide unique coastal homes at our
Brightwater project in Huntington Beach."

The Company is a residential land development and homebuilding
company operating in Southern California.  The Company's principal
subsidiaries are Hearthside Homes which is a homebuilding company,
and Signal Landmark which owns 110 acres on the Bolsa Chica mesa
where sales commenced in August 2007 at the 356-home Brightwater
community.  Hearthside Homes has delivered over 2,300 homes to
families throughout Southern California since its formation in
1994.

                    About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CHEMTURA CORP: Pays $7MM to Settle Bio-Lab Fire Claims
------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Chemtura Corp. reached a settlement in bankruptcy
court over claims connected to a fire at its Bio-Lab Inc. plant
that caused the mass evacuation of parts of Conyers, Ga., and
closed an interstate highway in May 2004.

DBR notes that no one was injured in the fire, but "smoke from the
fire and water used to contain the fire travelled outside of the
Bio-Lab property," and into the surrounding area, court papers
said.  State and federal officials cleaned up the aftermath, and
the Chemtura subsidiary established a claims center that made
payments for lost wages, property damage, personal injury and
business interruption to more than 16,000 claimants.  Despite
this, the company still faced lawsuits in connection to the
incident.

According to DBR, Chemtura agreed to place $7 million in a
settlement fund that will make payments to affected residents,
property owners and businesses.  Validated claimants who resided
or worked in the evacuation area at the time of the fire will
receive $230.  Others nearby, but not in the evacuation area,
could receive $59.  Those who owned residential property in the
evacuation area are slated to receive $245, and affected business
owners could receive up to $4,000.

The settlement is subject to bankruptcy court approval.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  Chemtura successfully completed its
financial restructuring and emerged from protection under Chapter
11 in November 2010.  In connection with the emergence,
reorganized Chemtura is now listed on the New York Stock Exchange
under the ticker "CHMT".

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel.  Wolfblock LLP was the Debtors'
special counsel.  The Debtors' auditors and accountant were KPMG
LLP; their investment bankers are Lazard Freres & Co.; their
strategic communications advisors were Joele Frank, Wilkinson
Brimmer Katcher; their business advisors were Alvarez & Marsal LLC
and Ray Dombrowski served as their chief restructuring officer;
and their claims and noticing agent was Kurtzman Carson
Consultants LLC.  The Debtors disclosed total assets of $3.06
billion and total debts of $1.02 billion as of the Chapter 11
filing.


COASTAL BROADCAST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Coastal Broadcast Systems, Inc.
        1602 Route 47, 2nd Floor
        Rio Grande, NJ 08242

Bankruptcy Case No.: 11-10596

Chapter 11 Petition Date: January 9, 2011

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

Judge: Gloria M. Burns

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tell: (856) 428-9696
                  Fax:  (856) 795-6983
                  E-mail: ideiches@deicheslaw.com

Scheduled Assets: $129,136

Scheduled Debts: $3,867,762

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-10596.pdf

The petition was signed by Robert J. Maschio, president.


COLUMBUS MCKINNON: Moody's Rates 'B1' on Proposed $150MM Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$150 million senior subordinated notes of Columbus McKinnon
Corporation and affirmed all existing ratings, including the Ba3
corporate family rating.  The rating outlook is stable.  Proceeds
from the notes issuance will be used to redeem existing notes, pay
accrued interest and for general corporate purposes.

The following rating was assigned subject to review of final
documentation:

-- B1 (LGD4, 63%) to the proposed $150 million senior
    subordinated notes due 2019.

The following ratings were affirmed:

-- Ba3 corporate family rating;
-- Ba3 probability of default rating; and
-- B1 (LGD4, 64%) rating on the existing $125 million senior
    subordinated notes due 2013.

The ratings on the existing notes will be withdrawn upon
completion of the refinancing.

The Ba3 rating reflects CMCO's solid geographic diversification,
leadership position as a manufacturer of hoists, chains, actuators
and related parts in North America and historically conservative
balance sheet management.  The rating also reflects the highly
cyclical nature of CMCO's operations, due to the cyclicality of
its end-users and its exposure to inventory management decisions
throughout its global distributor network.  While credit metrics
remain weak as CMCO slowly emerges from the recent global economic
downturn, the rating has benefited from CMCO's conservative cash
management, modest cash generation and ample availability under
its $85 million senior secured revolving credit facility (not
rated).

The stable outlook reflects Moody's view that the recent
improvement in CMCO sales trends is sustainable and the completion
of its organizational restructuring should support both improved
earnings and the restoration of credit metrics to historical
levels over the next twelve to eighteen months.

The ratings are not likely to be upgraded in the near term given
that Moody's believes CMCO is still recovering from the deep
cyclical downturn that began in 2008.  Conversely, ratings
pressure would surface if liquidity were to deteriorate prior to
the restoration of EBITDA margins above 12% and the reduction in
leverage below 3.5x.

The B1 rating assigned to the proposed senior subordinated notes
reflects its junior position in capital structure, a 50% expected
family recovery rate and CMCO's Ba3 probability of default rating.

The last rating action on CMCO was the upgrade of the CFR to Ba3
from B1 on November 28, 2007.

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

Columbus McKinnon, located in Amherst, NY, is a leading worldwide
designer, manufacturer and marketer of material handling products,
systems and services, which efficiently and ergonomically move,
lift, position or secure material.  Key products include hoists,
cranes, chain and forged attachments.  Net sales for the 12 months
ended September 30, 2010, were roughly $500 million.


CONSTAR INT'L: Asks for 30-Day Extension of Filing of Schedules
---------------------------------------------------------------
Constar International Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the deadline for the filing
of schedules of assets and liabilities and statement of financial
affairs for an additional 30 days, through and including March 14,
2010.

Since the Debtors' creditor body exceeds 300, the schedules
Deadline is automatically set at February 10, 2011, which is 30
days after the Petition Date.  But given the complexity and
diversity of their operations, the Debtors may be unable to
complete their Schedules and SOFAs by the Schedules Deadline.
Given the substantial burdens already imposed on the Debtors'
management by the commencement of these Chapter 11 cases, the
limited number of employees available to collect the information
and the competing demands upon the employees, the Debtors submit
that "cause" exists to extend the Schedules Deadline by an
additional 30 days.

                   About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The pre-negotiated plan, which reduced Constar's debt load
by roughly $175 million, became effective on May 29, 2009.
Attorneys at Bayard, P.A. and Wilmer Cutler Pickering Hale and
Dorr LLP represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar International, together with
affiliates, returned to Chapter 11 protection on January 11, 2011
(Bankr. D. Del. Case No. 11-10109), with a Chapter 11 plan
negotiated with holders of 75% of the holders of $220 million in
senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale And Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  Pricewaterhouse Coopers serves as the Debtors'
independent auditors and accountants.  Greenhill & Co. LLC serves
as the Debtors' financial advisor.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.


CONSTAR INT'L: Taps Wilmer Cutler as General Bankruptcy Counsel
---------------------------------------------------------------
Constar International Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Wilmer Cutler Pickering Hale and Dorr LLP as general bankruptcy
counsel, nunc pro tunc to the Petition Date.

Wilmer Cutler will, among other things:

     (a) attend meetings and negotiating with representatives of
         creditors and other parties in interest and respond to
         creditor inquiries and advise and consult on the conduct
         of the Debtors' cases, including all of the legal and
         administrative requirements of operating in Chapter 11;

     (b) represent the Debtors in connection with any adversary
         proceedings or automatic stay litigation or contested
         matters or contested matters that may be commenced in or
         in connection with these proceedings and any other action
         necessary to protect and preserve the Debtors' estates;

     (c) advise and represent the Debtors in connection with the
         assumption, assumption and assignment, or rejection of
         unexpired leases and executor contracts, any sales of
         assets outside the ordinary course of business, and the
         financing of their business; and

     (d) prepare necessary motions, applications, answers, orders,
         reports, and papers necessary to the administration of
         the estates.

Wilmer Cutler will be paid based on the rates of its
professionals:

         Partners                  $695 to $1,025
         Counsel                   $710 to $750
         Associates                $465 to $665
         Paralegals                  $315

Andrew N. Goldman, Esq., a partner at Wilmer Cutler, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                   About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The pre-negotiated plan, which reduced Constar's debt load
by roughly $175 million, became effective on May 29, 2009.
Attorneys at Bayard, P.A. and Wilmer Cutler Pickering Hale and
Dorr LLP represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar International, together with
affiliates, returned to Chapter 11 protection on January 11, 2011
(Bankr. D. Del. Case No. 11-10109), with a Chapter 11 plan
negotiated with holders of 75% of the holders of $220 million in
senior secured floating-rate notes.

Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard,
P.A., serve as co-counsel to the Debtors.  Pricewaterhouse Coopers
serves as the Debtors' independent auditors and accountants.
Greenhill & Co. LLC serves as the Debtors' financial advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims
agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.


CONSTAR INT'L: Wants to Hire Kurtzman Carson as Claims Agent
------------------------------------------------------------
Constar International Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC as notice, claims and solicitation
agent, nunc pro tunc to the Petition Date.

KCC will, among other things:

     a. prepare and serve required notices in the Chapter 11
        cases;

     b. receive, examine, and maintain copies of proofs of claim
        and proofs of interest filed in the Chapter 11 cases;

    c. maintain official claims registers in the Chapter 11 cases
        by docketing proofs of claim and proofs of interest in a
        claims database; and

     d. provide access to the public for examination of claims and
        the claims register at no charge.

KCC will charge the Debtor for its services, expenses and supplies
at the rates of prices set by KCC and in effect as of the date of
KCC's service agreement with the Debtor.  KCC will receive a
retainer in the amount of $25,000 that may be held by KCC as
security for the Debtor's payment obligations under the agreement.
A copy of the agreement is available for free at:

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

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, assures the Court that the firm is a "disinterested person"
as that term defined in Section 101(14) of the Bankruptcy Code.

                   About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The pre-negotiated plan, which reduced Constar's debt load
by roughly $175 million, became effective on May 29, 2009.
Attorneys at Bayard, P.A. and Wilmer Cutler Pickering Hale and
Dorr LLP represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar International, together with
affiliates, returned to Chapter 11 protection on January 11, 2011
(Bankr. D. Del. Case No. 11-10109), with a Chapter 11 plan
negotiated with holders of 75% of the holders of $220 million in
senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale And Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  Pricewaterhouse Coopers serves as the Debtors'
independent auditors and accountants.  Greenhill & Co. LLC serves
as the Debtors' financial advisor.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.


CREDIT-BASED ASSET: FIG to Acquire Business for $2.4 Million
------------------------------------------------------------
American Bankruptcy Institute reports that FIG LLC will acquire
Credit-Based Asset Servicing and Securitization LLC for
$2.4 million.

C-BASS previously sought and obtained approval to auction off its
collateral management business where FGIC was the stalking horse
bidder with its $2.4 million offer.  C-BASS proposed a December 14
auction.  The Court-approved rules set a January 10 auction, if
qualified bids were received by December 31.

A hearing is scheduled for January 13, 2011, to consider approval
of the sale to FGIC or the winning bidder.

                About Credit-Based Asset Servicing

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

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

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

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

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


CROATAN SURF: Files for Reorganization in Wilson, NC
----------------------------------------------------
Croatan Surf Club, LLC, filed for Chapter 11 protection on
Jan. 10, 2011 (Bankr. E.D.N.C. Case No. 11-00194), scheduling
assets of $26,151,718 and liabilities of $19,350,000.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Croatan Surf is the developer of the oceanfront
Croatian Surf Club in Kill Devil Hills, North Carolina.
Management said the unsold portion of the project is worth
$25.2 million.  Secured debt is $19.35 million.  One unit out of
36 has been sold.

Mr. Rochelle adds that the first lien on the project is a
$16.35 million mortgage owing to Royal Bank of America in Narbeth,
Pennsylvania.  The $3 million second mortgage is held by the
Edwards Family Partnership in Baltimore, Maryland.

Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, North
Carolina, represents the Debtor.


DEDICATED PHARMACY: Court OKs Sale of Assets to Centric Health
--------------------------------------------------------------
Centric Health Corporation disclosed that in connection with the
agreement to acquire certain of the assets of Dedicated National
Pharmacies Inc. and Methadrug Clinic Limited from the court-
appointed receiver, the receiver obtained an order from the
Ontario Superior Court of Justice approving the transaction on
January 11, 2011, subject to the closing conditions.  Pursuant to
the receivership process, all other salient terms of the APA are
to be kept confidential pending closing.  Centric Health, a
Canada-based healthcare company, expects to close this transaction
on or about January 31, 2011.


DISTRIBUTION MANAGEMENT: Completes 1st Stages of Restructuring
--------------------------------------------------------------
Distribution Management Services, Inc. said its first four stages
of its long-awaited corporate restructuring and (non-bankruptcy)
reorganization are complete.

DMGM said it is filing the necessary documents with Delaware (i)
to re-domicile itself from Florida to Delaware, (ii) to form and
organize its merger subsidiary in Delaware, (iii) to effect a
merger and reorganization under Section 251(g) of the General
Corporation Law of Delaware, and (iv) to form and organize new
subsidiaries in those jurisdictions where the company will carry-
out its new business activities.

"We have been confronted by many significant and adverse
administrative and operational challenges in recent years and we
have overcome many obstacles in the past three months to arrive at
this significant point in DMGM's corporate life.  These initial
steps will allow us to mitigate risk and begin to repair the
damage caused by the company's prior non-performing investments
that DMGM and its shareholders have endured for the past six
years," said Randolph S. Hudson, the company's Co-President, CEO,
and Acting Chairman.

Michael P. Grande, the company's Co-President and COO added,
"These steps will allow us to reposition the company, so it may
begin to evaluate and close on the acquisition of new, performing
assets and business opportunities.  These initial steps will lay
the foundation and give the company's current and future
management better tools to best service the company and its
shareholders in the future."

Following the closing of the company's recycling center in July
2003, the company had been engaged in a number of significant
business transactions; notably, its ownership and development of
264 residential building lots in Poinciana, Florida.  However,
with the downturn in the nation's economy, the tightening of
credit markets, and the negative general homebuilding outlook in
Florida, the company was not able to follow-through with its
plans.

The company's senior executive management intends to establish
four principal units that will administer residential real estate,
entertainment, retail foodservice and bar operations, and lodging
management and operations in California, Nevada, and Florida.

The company will emerge from its reorganization under the name
Corporate Management Solutions, Inc. and is awaiting consents and
approvals by various regulatory agencies.  The overall
restructuring process should be completed by January 31, 2011.


DOMINION CLUB: Case Summary & 48 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Dominion Club, L.C.
        600 Dominion Club Drive
        Glen Allen, VA 23059

Bankruptcy Case No.: 11-30187

Chapter 11 Petition Date: January 11, 2011

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Christian K. Vogel, Esq.
                  Vernon E. Inge, Jr., Esq.
                  LECLAIRRYAN, A PROFESSIONAL CORPORATION
                  951 East Byrd Street, 8th Floor
                  Richmond, VA 23219
                  Tel: (804) 916-7198
                  Fax: (804) 916-7298
                  E-mail: christian.vogel@leclairryan.com
                          vernon.inge@leclairryan.com

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

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

A list of the Company's 48 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-30187.pdf

The petition was signed by James A. Crowder, manager.


DYNAVAX TECHNOLOGIES: FMR LLC Discloses 11.89% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, FMR LLC disclosed that it
beneficially owns 13,744,100 shares of common stock of Dynavax
Technologies Corp., representing 11.892% of the shares
outstanding.  Edward C. Johnson 3d also disclosed ownership of
13,744,100 shares.  As of November 3, 2010, the Company had
outstanding 115,575,069 shares of common stock.

Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
13,743,660 shares or 11.892% of the Common Stock outstanding of
Dynavax Technologies Corp as a result of acting as investment
adviser to various investment companies registered under Section 8
of the Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 13,743,660
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d has the sole power to
vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the Funds' Boards of
Trustees. Fidelity carries out the voting of the shares under
written guidelines established by the Funds' Boards of Trustees.

Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank is the beneficial owner of 440
shares or 0.000% of the outstanding Common Stock of the Dynavax
Technologies Corp as a result of its serving as investment manager
of institutional accounts owning such shares.

Edward C. Johnson 3d and FMR LLC, through its control of Pyramis
Global Advisors Trust Company, each has sole dispositive power
over 440 shares and sole power to vote or to direct the voting of
0 shares of Common Stock owned by the institutional accounts
managed by PGATC.

                     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.


EL COQUI: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: El Coqui Realty Corp.
        948 S. Semoran Blvd.
        Orlando, FL 32807

Bankruptcy Case No.: 11-00212

Chapter 11 Petition Date: January 10, 2011

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

Debtor's Counsel: Mario A Ceballos, Esq.
                  THE CEBALLOS LAW FIRM, P.A.
                  37 N. Orange Avenue, Suite 500
                  Orlando, FL 32801
                  Tel: (407) 374-9620
                  E-mail: mceballos@ceballos-law.com

Scheduled Assets: $637,326

Scheduled Debts: $1,182,929

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00212.pdf

The petition was signed by Roberto C. Castellanos, president.

Debtor-affiliates that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Roberto C. Castellanos and
Maria M. Castellanos                   09-10471   07/22/09


ELKO GOLD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Elko Gold Mine
        3400 Parkwood Blvd.
        Frisco, TX 75034

Bankruptcy Case No.: 11-50084

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Brandy Brown, Esq.
                  KUNG & ASSOCIATES
                  214 South Maryland, Pkwy, Ste A
                  Las Vegas, NV 89101
                  Tel: (702) 382-0883
                  Fax: (702) 382-2720
                  E-mail: ajkung@ajkunglaw.com

Scheduled Assets: $2,082,716

Scheduled Debts: $8,008,313

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-50084.pdf

The petition was signed by Jagmohan Dhillon, manager.


EMMIS COMMUNICATIONS: Reports $2.06MM Income in Nov. 30 Quarter
---------------------------------------------------------------
On January 11, 2011, Emmis Communications Corp. filed with the
Securities and Exchange Commission its Form 10-Q for the quarter
ended November 30, 2010.  The Company reported consolidated net
income of $2.06 million on $66.4 million of revenue for the three
months ended November 30, 2010, compared with net income of
$4.58 million on $64.6 million of revenue for the same period
during the prior year.

As of November 30, 2010, the Company's balance sheet showed
$499.9 million in total assets, $487.4 million in total
liabilities, $140.5 million in Series A cumulative convertible
preferred stock, a $177.8 million shareholders' deficit, and non-
controlling interests of $49.4 million.

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

                http://ResearchArchives.com/t/s?7203

                            About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

In November 2010, Moody's Investors Service affirmed the Caa2
Corporate Family Rating and Caa3 Probability of Default rating for
Emmis Communications Corporation, as well as its SGL-4 speculative
grade liquidity rating.  Operating performance improved with the
economic recovery, but absent debt reduction with proceeds from an
asset sale or equity infusion Emmis will likely breach its
leverage covenant when the covenant suspension period ends for the
quarter ending November 30, 2011, in Moody's opinion.

Emmis' Caa2 corporate family rating and Caa3 probability of
default rating incorporate expectations for a covenant breach in
November 2011.  Moody's considers the company's capital structure
unsustainable, and its operations in the cyclical advertising
business magnify this challenge.  Furthermore, Emmis relies on two
markets, Los Angeles and New York, for approximately 50% of its
revenue, although its ownership of stations in top markets
including Chicago as well as NY and LA, support the rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


ENERJEX RESOURCES: Holds 15.22% Equity Stake in Oakridge Energy
---------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, EnerJex Resources, Inc., disclosed
that it beneficially owns 617,713 shares of common stock of
Oakridge Energy, Inc., representing 15.22% of the shares
outstanding.  As of October 14, 2010, a total of 4,056,027 shares
of Oakridge Energy's common stock, par value $.04 per share, was
outstanding.

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


ENERJEX RESOURCES: Holds 9.17% Equity Stake in Spindletop
---------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, EnerJex Resources, Inc. disclosed
that it beneficially owns 700,000 shares of common stock of
Spindletop Oil & Gas Co., representing 9.17% of the shares
outstanding.  As of November 15, 2010, there were 7,630,803 shares
of common stock outstanding of Spindletop Oil & Gas.

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


ENERJEX RESOURCES: Montecito Venture Has 35.5% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, Montecito Venture Partners, LLC
disclosed that it beneficially owns 25,400,000 shares of common
stock of EnerJex Resources, Inc. representing 35.5% of the shares
outstanding.  Each of Lowe R. Atticus, Lance W. Helfert and Paul
J. Orfalea also owns 25,400,000 shares.

The number of shares of Common Stock, $0.001 par value,
outstanding on November 2, 2010 was 5,134,628 shares.

The Reporting Persons acquired 15,595,540 shares of the Company's
common stock and 4,779,460 shares of the Company's newly
authorized Series A Preferred Stock in exchange for a contribution
of its 88% membership interest in Black Sable Energy, LLC, a Texas
limited liability company, which was an asset in MVP's investment
portfolio.  The specific terms are set forth in a Securities
Purchase and Asset Acquisition Agreement dated December 31, 2010
among the Company, MVP, West Coast Opportunity Fund, LLC; RGW
Energy, LLC; J&J Operating Company, LLC; Working Interest Holding,
LLC; and Frey Living Trust.

MVP acquired 5,025,000 shares of Company's common stock for
$2,500,000 in cash from working capital.  The terms of this
acquisition are set forth in a Securities Purchase Agreement dated
December 31, 2010 among the Company, MVP, and other investors.

                     About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


ENERJEX RESOURCES: West Coast Discloses 17.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, West Coast Asset Management, Inc.,
disclosed that it beneficially owns 11,812,103 shares of common
stock of EnerJex Resources, Inc. representing 17.7% of the shares
outstanding.  Each of West Coast Opportunity Fund, LLC, Lowe R.
Atticus, Lance W. Helfert and Paul J. Orfalea own 11,812,103
shares.

The number of shares of Common Stock, $0.001 par value,
outstanding on November 2, 2010 was 5,134,628 shares.

On December 31, 2010, the Company entered into a Securities
Purchase and Asset Acquisition Agreement among West Coast, et al.;
Montecito Venture Partners, LLC; RGW Energy, LLC, J&J Operating
Company, LLC; Working Interest Holding, LLC; and Frey Living Trust
under which the Company acquired certain assets owned by the
Acquisition Parties for 49,118,625 shares of the Company's
restricted common stock, 4,779,460 shares of Series A Preferred
Stock, and $1,500,000 in cash.

In exchange for 10,550,049 shares of the Company's common stock,
West Coast, et al., (i) assigned all rights, effectively
cancelling, to the secured debentures in the original principal
amount of $1,960,000, on which the Company was indebted to West
Coast, et al., as of September 30, 2010, in the aggregate amount
of $2,498,007, (ii) assigned title to 617,317 shares of common
stock in Oakridge Energy, Inc. valued at $1,676,016, and (iii)
assigned title to 700,000 shares of common stock in Spindletop Oil
& Gas Co. valued at $1,295,000.

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


ENERJEX RESOURCES: Working Interest Has 28.1% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, Working Interest Holding, LLC,
disclosed that it beneficially owns 18,750,000 shares of common
stock of EnerJex Resources, Inc., representing 28.1% of the shares
outstanding.

Affiliates of Working Interest also disclosed beneficial ownership
of shares of the Company's common stock:

                                 Shares          Equity
                           Beneficially Owned    Stake
                           ------------------    ------
   Sam S. Boan                 18,750,000        28.1%
   James G. Miller             18,772,979        28.1%
   John A. Loeffelbein         18,928,756        28.4%
   James D. Loeffelbein        18,999,430        28.5%

The number of shares of Common Stock, $0.001 par value,
outstanding on November 2, 2010 was 5,134,628 shares.

On December 31, 2010, the Company entered into a Securities
Purchase and Asset Acquisition Agreement among WIH, West Coast
Opportunity Fund, LLC; RGW Energy, LLC, J&J Operating Company,
LLC; Montecito Venture Partners, LLC; and Frey Living Trust
pursuant to which, among other things, WIH contributed its 100%
membership interest in Working Interest, LLC, a Kansas limited
liability company in exchange for 18,750,000 shares of the
Company's common stock, $1,500,000 in cash and the right to cause
the Issuer to repurchase up to $1,500,000 of the common stock
issued to Reporting Person pursuant to the terms of a Stock
Repurchase Agreement.

                          Form 3 Filings

In separate Form 3 filings with the Securities and Exchange
Commission on January 10, 2011, Working Interest Holding, LLC
disclosed that it beneficially owns 18,750,000 shares of common
stock of EnerJex Resources, Inc.  James D. Loeffelbein owns
159,430 shares and John A. Loeffelbein owns 178,756 shares.

Working Interest Holding, LLC       18,750,000
James D. Loeffelbein                   159,430
John A. Loeffelbein                    178,756

James D. Loeffelbein indirectly beneficially owns 90,000 shares of
common stock held by his spouse and 18,750,000 shares held by
Working Interest Holding.  John A. Loeffelbein indirectly
beneficially owns 18,750,000 shares held by Working Interest
Holding.

                      About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.

The Company's balance sheet at September 30, 2010, showed
$6.41 million in total assets, $14.05 million in total
liabilities, and a stockholders' deficit of $7.63 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
suffered recurring losses and had negative cash flows.


FIBER ART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Fiber Art, Inc.
        124 Industrial Drive
        Cibolo, TX 78108

Bankruptcy Case No.: 11-50139

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-50139.pdf

The petition was signed by John Beard, CEO.


FKF MADISON: Cevdet Caner Ready to File Own Plan
------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
Monaco-based investor Cevdet Caner has told the Delaware
Bankruptcy Court he was prepared to file his own plan and bring in
millions of needed investment to restart the One Madison Park
condominium project.  Mr. Caner said his plan could be filed
within days if the Court gave him control of the nearly complete
the project.

In a separate report, Ms. Brickley relates Mr. Caner said his
turnaround plan is backed by HFZ Capital Group.  Mr. Caner said
the restructuring he has been negotiating with HFZ might involve
new equity, and it means faster payment for iStar, which is poised
to revive foreclosure proceedings.

"HFZ would fund and support [a Chapter 11 plan] which is I think
substantially better than Mr. Eichner's plan and of course we are
waiting basically to be confirmed by this court as the controlling
party after which we will file this plan," Mr. Caner said Monday,
according to Ms. Brickley.

The development has been stalled in a foreclosure filing in New
York state court and a bankruptcy filing in Delaware.  Sales in
the project stalled amid the downturn.

In December, lead developer Ira Shapiro proposed a restructuring
plan in which developer Ian Bruce Eichner would provide
$40 million in investments toward completing the project.  Dow
Jones relates Mr. Caner, an investor in the project, stepped
forward to claim in court papers he had obtained control of One
Madison Park by obtaining the proxy of Mr. Shapiro's partner in
the project, Marc Jacobs.

Dow Jones says Mr. Caner testified in the bankruptcy case Monday
and Tuesday.

Dow Jones' Daily Bankruptcy Review has reported that the
bankruptcy judge last week sidelined Mr. Eichner from a looming
fight for control of One Madison Park.

As reported by the Troubled Company Reporter on Jan. 6, 2011,
David Jones, writing for The Real Deal, said Monaco-based Green
Bridge Capital S.A. and Special Situation S.A., led by CEO Caner,
filed suit Dec. 15 in Delaware Bankruptcy Court, alleging that Mr.
Shapiro held only a 32.5% stake in Slazer Enterprises, and must
therefore consult his partners on all major decisions.  The
lawsuit claims Mr. Shapiro erroneously approved the bankruptcy
and a rescue deal from Ian Bruce Eichner for the Flatiron
condominium project without consulting with his majority partners.

In June, a group of three investors, represented by Barry
Slotnick, Esq., forced the unfinished 50-story condominium tower
in Manhattan into bankruptcy.  The Troubled Company Reporter,
citing The Wall Street Journal, said November 24, 2010, that
Bankruptcy Judge Kevin Gross approved the switch to a Chapter 11
proceeding.  As part of the bankruptcy filing, Mr. Eichner has
agreed to provide $250,000 interim financing, during the
bankruptcy reorganization.

According to The Real Deal, Mr. Shapiro in November entered into a
$40 million deal with Mr. Eichner, on a rescue plan to get the
project completed.

The Real Deal reported that lawyers for Green Bridge said in court
documents that the company owned 25% of Slazer Enterprises and
that Special Situations was granted the rights to another 32.5%
from investor Marc Jacobs, who was Mr. Shapiro's partner in the
project.

Morris James attorney Brett Fallon, Esq., represents Green Bridge.
Mr. Fallon may be reached at:

          Brett D. Fallon, Esq.
          MORRIS JAMES LLP
          500 Delaware Avenue, Suite 1500
          Wilmington, DE 19801-1494
          Telephone: 302-888-6888
          Facsimile: 302-571-1750
          E-mail: bfallon@morrisjames.com

The Real Deal also reported that lawyers for Mr. Shapiro,
meanwhile, pointed out that the investors made no previous effort
to get involved with running or rescuing the condo, and now have
filed court documents that are defective.

While Mr. Shapiro spent the last nine months working to save the
condo, the plaintiffs were "4,000 miles away, spending none of
their time or money, doing nothing whatsoever for any of the
debtors," attorney Bruce Grohsgal said, on Mr. Shapiro's behalf.
Mr. Grohsgal may be reached at:

          Bruce Grohsgal, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Telephone: 302-778-6403
          E-mail: bgrohsgal@pszjlaw.com

The Real Deal noted Mr. Caner, a billionaire Turkish-born real
estate investor, made an $18 million loan in 2007 to Mr. Shapiro
through his former company, Level One, where he was CEO.  In
exchange, he received a pledge for a 35% stake in Mr. Shapiro's
Slazer Enterprises, which developed One Madison Park.

The Real Deal related that lawyers for Mr. Jacobs said he would
still like to see the project completed, but denied that he had
anything to do with the Eichner deal.

Lawrence McCarron, Esq., represents Mr. Jacobs.  Mr. McCarron may
be reached at:

          Lawrence McCarron, Esq.
          ROGERS, MCCARRON & HABAS, PC
          Prel Plaza, Suite 7, 60 Dutch Hill Road
          Orangeburg, New York 10962
          Telephone: 845-359-5400
          E-mail: lmccarron@barpc.com

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.


FRANK PARSONS: Seeks to Access $5 Million Loan From Wells Fargo
---------------------------------------------------------------
Gary Haber at Baltimore Business Journal reports that Frank
Parsons Inc. is seeking approval from the bankruptcy judge to
access up to $5 million of debtor-in-possession financing from
Wells Fargo Bank.  Judge Robert A. Gordon was scheduled to convene
a hearing on the "first day" motions on Tuesday.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that $2.3 million of the financing will be available on an
interim basis.  Frank Parsons already owes $2.86 million on a
revolving line of credit provided by Wells Fargo prepetition.

According to Business Journal, the Company's three biggest
unsecured creditors are National Envelope Corp. of Atlanta, which
said it is owed $2.07 million; Global Fibers Inc. of Newark, New
Jersey, which seeks $1.7 million; and International Paper Co. of
Pittsburgh, which is seeking $834,772.

Based in Hanover, Maryland, Frank Parsons Inc. aka Frank Parsons
Paper Company Inc. filed for Chapter 11 bankruptcy protection on
Jan. 6, 2011 (Bankr. D. Md. Case No. 11-10338).  Gary H.
Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz
Meisel Forman & Leonard, PA, represents the Debtor.  The Debtor
estimated both assets and debts of between $10 million and
$50 million in its petition.


FREDERICK BERG: Bank Seeks to Foreclose on Yacht
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that SunTrust Banks
Inc. is looking to get its hands on a 65-foot yacht owned by
Washington entrepreneur Frederick Darren Berg, who's facing
federal fraud charges.  SunTrust is asking the Seattle bankruptcy
court to lift the shield currently protecting Mr. Berg's assets
from seizure by creditors.

Frederick Darren Berg filed for Chapter 11 protection on July 27,
2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Mr. Berg was facing a suit for alleged failure to pay interest
payments to Meridian Group fund investors from whom Mr. Berg
raised at least $145 million.  Investors made an involuntary
Chapter 11 filing against four of the funds on July 8, 2010.


GLENMAN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Glenman Industrial & Commercial Contractor Corp.
        One Odell Plaza
        Yonkers, NY 10701

Bankruptcy Case No.: 11-22035

Chapter 11 Petition Date: January 11, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Michael G. McAuliffe, Esq.
                  48 South Service Road, Suite 102
                  Melville, NY 11747
                  Tel: (631) 465-0044
                  Fax: (631) 465-0045
                  E-mail: mgmlaw@optonline.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb11-22035.pdf

The petition was signed by Thomas Conneally, president.


GULFSTREAM INT'L: Court Approves Sale to Victory Park
-----------------------------------------------------
As widely reported, a federal bankruptcy judge approved the sale
of Gulfstream International Airlines' assets to Victory Park
Capital Advisors, a Chicago alternative asset management firm.

Sun Sentinel reports that Victory Park submitted the "highest and
best offer" of bids submitted, which included the purchase of
leased aircraft and payment of the carrier's debt.  The firm's
total investment is under $30 million, Sun Sentinel quoted
Gulfstream President David Hackett as stating.

The sale is expected to close in the coming weeks, according to
Sun Sentinel.  Dow Jones' Small Cap reports that the sale is now
awaiting federal regulatory approval.

Victory Park provided parent company Gulfstream International
Group with up to $5 million debtor-in-possession financing to fund
the airline's Chapter 11 case.

                 About Gulfstream International

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

Gulfstream International Group, Inc., filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $100,001 to $500,000 and debts at $1 million to
$10 million.

Affiliates Gulfstream International Group, Inc., Gulfstream
International Airline, Inc., Gulfstream Training Academy, Inc.,
GIA Holdings Corp., Inc., and Gulstream Connection, Inc., filed
separate Chapter 11 petitions on November 4, 2010.


HERMITAGE DEVELOPERS: Two Related Entities in Chapter 11
--------------------------------------------------------
Hermitage, Tennessee-based Hermitage Developers, Inc., filed for
Chapter 11 protection on Jan. 7, 2011 (Bankr. M.D. Tenn. Case No.
11-00145), disclosing assets of $5,885,360 and liabilities of
$3,708,134 in its schedules.  Steven L. Lefkovitz, Esq., in
Nashville, Tennessee, represents the Debtor.

HGroup, LLC, filed for Chapter 11 protection on Jan. 7, 2011
(Bankr. M.D. Tenn. Case No. 11-00144), disclosing $5,640,000 in
assets and $2,040,000 in liabilities in its schedules.  Steven L.
Lefkovitz, Esq., also represents HGroup.

Both petitions were signed by Dwight Holland, president.

Nashville Business Journal notes that both businesses are listed
under the same address with the Tennessee Department of State,
although HGroup LLC had its license revoked in 2009.

Business Journal relates that Hermitage Developers owns 19
developed and 27 undeveloped lots at Aarons Cress, a luxury
housing development in Hermitage.


HTG REAL PROPERTY: US Trustee Wants Dismissal of Padilla Case
-------------------------------------------------------------
Patrick Danner at My San Antonia reports that the U.S. Trustee is
asking a bankruptcy judge to dismiss Mauro T. Padilla III's
Chapter 11 bankruptcy case or convert the case to Chapter 7
liquidation proceeding.

According to the report, the Office of the U.S. Trustee alleged
that Mr. Padilla doesn't have "sufficient cash flow to continue in
this Chapter 11 case or pay any significant amount to the millions
of dollars in claims filed in the case."

Various creditors claim the Mr. Padilla has failed to make
payments to them; and the creditors want the court to allow them
to enforce their claims against the Debtor, according to the
report.

                    About HTG Real Property

San Antonio, Texas-based HTG Real Property Management Inc. filed
for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09-
53282).  Steven G. Cennamo, Esq., represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $500,001 to $1,000,000 in debts.  The Bankruptcy Court in
January 2010 converted the Chapter 11 case of HTG Real Property
Management Inc. to Chapter 7 liquidation proceeding at the behest
of the U.S. Trustee Charles F. McVay citing owner Mauro T.
Padilla's indictment and financial losses at the company.

Mr. Padilla and his wife commenced a personal Chapter 11 case on
August 31, 2010.  Mr. Padilla in March 2010 pleaded guilty to
lying to a bank to secure funding for Tundra Town Home Village on
Texas 16.


INSIGHT HEALTH: S&P Withdraws 'D' Corp. Credit & Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
'D' corporate credit and senior secured debt ratings on InSight
Health Services Corp. at the Company's request.  On Dec. 13, 2010,
InSight Health filed a prepackaged bankruptcy reorganization that
would give its senior secured floating-rate noteholders ownership
of the Company.


INTERREX, INC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Interrex, Inc
          dba Penguin Imaging
        P.O. Box 55
        West Windsor, NJ 08550

Bankruptcy Case No.: 11-10731

Chapter 11 Petition Date: January 11, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: James Lisa, Esq.
                  LAW OFFICES OF JAMES LISA
                  618 Newark Avenue
                  Jersey City, NJ 07302
                  Tel: (201) 653-2888

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-10731.pdf

The petition was signed by Bernard Ozarowski, president.


IRAD SERVICES: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: IRAD Services, Inc.
        578 Broadway Avenue
        Pitcairn, PA 15140

Bankruptcy Case No.: 11-20160

Chapter 11 Petition Date: January 11, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/pawb11-20160.pdf

The petition was signed by David Stonebraker, president.


KHATIB HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Khatib Holdings Partnership
          dba Dania's Wholefoods & Grill
          fka D.D's Hamburgers
        710 E. Sublett Road, Suite 121
        Arlington, TX 76002

Bankruptcy Case No.: 11-40280

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Gerald Philip Urbach, Esq.
                  HIERSCHE, HAYWARD, DRAKELEY & URBARCH
                  15303 Dallas Parkway, Ste. 700
                  Addison, TX 75001
                  Tel: (972) 701-7026
                  Fax: (972) 701-8765
                  E-mail: gurbach@hhdulaw.com

Scheduled Assets: $1,084,874

Scheduled Debts: $1,253,937

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-40280.pdf

The petition was signed by Mouhammad Khatib, managing partner.


LA VILLITA: Seeks Further Access to Cash Collateral
---------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas was scheduled to convene a final hearing
January 12, 2011, at 9:30 a.m., to consider La Villita Motor Inns,
J.V.'s request for further cash collateral use.

The Court previously authorized the Debtor, on an interim basis,
to access the cash collateral to fund its Chapter 11 case, pay
suppliers and other parties.

On September 25, 1998, the Debtor executed a Fixed Rate Note
with AMRESCO Capital L.P. in the original principal amount of
$8.4 million, secured by certain real property and improvements,
including the Hotel, as well as all accounts, inventory, all
personal property located on the Hotel premises, and all rents
and proceeds generated by operations of the Hotel, to the extent
described in the Mortgage, Deed of Trust, and Security Agreement;
Security Agreement; Assignment of Leases and Rents; and
Environmental Liabilities Agreement.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will, among other things:

  A. grant the Trust a post-petition lien upon all after- acquired
     property of the estate of the type comprising the prepetition
     collateral according to the same order of priority as that
     for the prepetition liens;

  B. maintain casualty and liability insurance policies on its
     assets;

  C. secure and maintain all its property and continue to market
     and lease the Hotel accommodations and collect and account
     for all rental income; and

  D. continue to provide for the insurance required by the Trust
     Under the Loan Documents and to maintain an escrow for
     payment of taxes.

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection on December 17, 2010 (Bankr. Case No. 10-54864).  Debra
L. Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated assets
at $10 million to $50 million and debts at $1 million to
$10 million.


LDK SOLAR: Holds 11.26% Equity Stake in Solar Power
---------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, LDK Solar Co. Ltd., disclosed that
it beneficially owns 6,000,000 shares of common stock of Solar
Power, Inc., representing 11.26% of the shares outstanding.  As of
November 12, 2010, there were 52,292,576 shares of common stock of
Solar Power, Inc. common stock outstanding.

LDK Solar gained certain voting rights over 6,000,000 shares
otherwise beneficially owned by Stephen C. Kircher pursuant to a
certain voting agreement, dated January 5, 2011, by and between
Mr. Kircher and LDK Solar.

Pursuant to the Voting Agreement, LDK Solar has obtained
Mr. Kircher's promise, with respect to the Voting Shares, to vote
in favor of a future amendment to the Company's certificate of
incorporation to increase the number of authorized Shares.
Additionally, Mr. Kircher has covenanted to the LDK Solar that he
will not dispose of or otherwise limit his interest in the Voting
Shares until after such vote takes place.

Contemporaneously with the execution of the Voting Agreement, LDK
Solar has entered into a stock purchase agreement with the
Company.  Should certain conditions be satisfied, LDK Solar
anticipates that at future dates the Company will issue and LDK
Solar will purchase 42,835,947 Shares and will subsequently
purchase 20,000,000 shares of Series A Preferred Stock pursuant to
the terms of the Stock Purchase Agreement.  Should this
transaction occur, through the combined voting power of the
Purchased Shares and the Voting Shares, LDK Solar will control a
greater than 50% share of the Shares for the purposes of voting to
increase the number of authorized Shares.

If all of the events occur, the Company will effectuate an
increase in the amount of authorized Shares.  Once this occurs,
the Purchased Preferred Shares will be converted automatically
into Shares.  The result of this series of transactions, should it
transpire, is that LDK  will obtain beneficial ownership of 70% of
all issued and outstanding Shares.

Once the vote to increase the amount of authorized Shares has
occurred, LDK Solar's beneficial ownership interest in the Voting
Shares will cease.

Further, the Stock Purchase Agreement contemplates that Xiaofeng
Peng and Jack Lai will be appointed to the board of directors of
the Solar Power in conjunction with the first closing of the
transactions contemplated by the Stock Purchase Agreement, that
Tim Nyman, Ron Cohan and Paul Regan will resign from the board of
directors of the Company prior to the second closing of the
transactions contemplated by the Stock Purchase Agreement and that
LDK Solar will receive recommendations from the Solar Power as to
additional candidates to be appointed to the board of directors of
Solar Power, and Solar Power will cause two such individuals
designated by LDK Solar to be seated on the board of directors of
the Company.

                          About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/--
manufactures photovoltaic products and multicrystalline wafers.
LDK Solar's headquarters and manufacturing facilities are located
in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.

The Company's balance sheet at December 31, 2009, showed
US$4.384 billion in assets, US$3.507 billion of liabilities, and
US$876.9 million of stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter-Asia Pacific on
July 6, 2010, LDK Solar said in its annual report on Form 20-F for
the year ended December 31, 2009, that at yearend, the Company had
a working capital deficit of US$833.6 million and an accumulated
deficit of US$32.8 million.  The Company said, "During the
year ended December 31, 2009, we incurred a net loss of
US$234.2 million [attributable to LDK Solar Co., Ltd.
shareholders].  As of December 31, 2009, we had cash and cash
equivalents of US$384.8 million, most of which are held by
subsidiaries in China.  Most of our short-term bank borrowings and
current installments of our long-term debt totaling US$978.6
million are the obligations of these subsidiaries.  We may also be
required by the holders of our convertible senior notes to
repurchase all or a portion of such convertible senior notes with
an aggregate principal amount of US$400.0 million on April 15,
2011.  These factors initially raised substantial doubt as to our
ability to continue as a going concern.  We are in need of
additional funding to sustain our business as a going concern, and
we have formulated a plan to address our liquidity problem."

The Company cautioned that "we cannot assure you that we will
successfully execute our liquidity plan.  If we do not
successfully execute such plan, we may have substantial doubt as
to our ability to continue as a going concern."



LDK SOLAR: Raises Outlook for 4th Qtr. 2010 and Fiscal 2011
-----------------------------------------------------------
LDK Solar Co., Ltd. provided an updated outlook for its fourth
quarter 2010 and fiscal year 2011.

For the fourth quarter of 2010, LDK Solar expects to report
revenue in the range of $870 to $910 million, wafer shipments of
615 to 620 megawatts (MW), module shipments of 160 MW to 165 MW,
in-house polysilicon production between 1,900 MT and 1,910 MT, in-
house cell production between 26 MW and 27 MW, and gross margin
between 25.0% and 27.0%.  The Company's prior guidance for the
fourth quarter was revenue of $710 to $750 million, wafer
shipments of 580 MW to 600 MW, and module shipments of 120 to 130
MW, in-house polysilicon production between 1,700 MT and 1,900 MT,
in-house cell production between 20 MW and 23 MW, and gross margin
between 24.0% and 26.0%.

For fiscal year 2011, LDK Solar expects revenue in the range of
$3.5 to $3.7 billion, wafer shipments of 2.7 to 2.9 gigawatts
(GW), module shipments of 800 MW to 900 MW, in-house polysilicon
production of 10,000 MT and 11,000 MT, in-house cell production
between 500 MW and 600 MW, and gross margin between 23.0% and
28.0%.  The Company's prior guidance for fiscal year 2011 was
revenue of $2.9 to $3.3 billion, wafer shipments of 2.5 GW to 2.8
GW, and module shipments of 700 MW to 800 MW, in-house polysilicon
production between 9,000 MT and 10,000 MT, in-house cell
production between 400 MW and 500 MW, and gross margin between
22.0% and 28.0%.

As of December 31, 2010, cash balances, including pledged bank
deposits, were approximately $700 million.

The outlook for the fourth quarter 2010 and fiscal year 2011 are
estimates.  Results are subject to change based on further review
by management.  Once the fourth quarter and fiscal year 2010
reporting date is finalized, LDK Solar will issue a press release
announcing the date and details of its fourth quarter and fiscal
year 2010 conference call.

                          About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/--
manufactures photovoltaic products and multicrystalline wafers.
LDK Solar's headquarters and manufacturing facilities are located
in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the
People's Republic of China.  LDK Solar's office in the United
States is located in Sunnyvale, California.

The Company's balance sheet at December 31, 2009, showed
US$4.384 billion in assets, US$3.507 billion of liabilities, and
US$876.9 million of stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter-Asia Pacific on
July 6, 2010, LDK Solar said in its annual report on Form 20-F for
the year ended December 31, 2009, that at yearend, the Company had
a working capital deficit of US$833.6 million and an accumulated
deficit of US$32.8 million.  The Company said, "During the
year ended December 31, 2009, we incurred a net loss of
US$234.2 million [attributable to LDK Solar Co., Ltd.
shareholders].  As of December 31, 2009, we had cash and cash
equivalents of US$384.8 million, most of which are held by
subsidiaries in China.  Most of our short-term bank borrowings and
current installments of our long-term debt totaling US$978.6
million are the obligations of these subsidiaries.  We may also be
required by the holders of our convertible senior notes to
repurchase all or a portion of such convertible senior notes with
an aggregate principal amount of US$400.0 million on April 15,
2011.  These factors initially raised substantial doubt as to our
ability to continue as a going concern.  We are in need of
additional funding to sustain our business as a going concern, and
we have formulated a plan to address our liquidity problem."

The Company cautioned that "we cannot assure you that we will
successfully execute our liquidity plan.  If we do not
successfully execute such plan, we may have substantial doubt as
to our ability to continue as a going concern."


LEVEL 3 COMMS: Fitch Gives 'CCC/RR5' to Proposed $300MM Notes
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating assigned to
Level 3 Communications, Inc., and its wholly owned subsidiary
Level 3 Financing, Inc., at 'B-'.  In addition Fitch has affirmed
the specific issue and Recovery Ratings within LVLT's capital
structure.  Fitch has assigned a 'CCC/RR5' rating to the proposed
$300 million offering of senior notes due 2019 issued by Level 3
Communications, Inc.  The Rating Outlook for all of LVLT's ratings
is Stable. Approximately $6.4 billion of debt as of Sept. 30,
2010, is affected by Fitch's action.

Proceeds from the issuance are expected to be used to redeem
LVLT's 5.25% convertible senior notes due 2011 and for general
corporate purposes.  Fitch believes the proposed issuance is a
positive event for the company's credit profile, effectively
clearing its maturity schedule through June 2012, and providing
additional financial flexibility during a period of expected weak
operating performance and free cash flow generation.

Overall Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants.

Additionally the ratings have accommodated an erosion of LVLT's
credit and operating profile during 2010 that is reflective of the
effects of the economic recession including higher customer churn,
lower demand from remaining customers along with a lengthening or
delayed sales cycle and contemplate operational improvement during
2011.

The ratings for LVLT reflect the company's strong metropolitan
network facilities position relative to alternative carriers, as
well as the diversity of its customer base and service offering,
and a relatively stable pricing environment for a significant
portion of LVLT's service portfolio.  Based largely on LVLT's
strategy to invest in metropolitan facilities and carry more
communications traffic on its network, the company derives strong
operating leverage from its cost structure and network, enabling
it to enhance margins and rapidly increase cash flows once revenue
growth returns.  Additionally Fitch expects that the company can
further strengthen its operating leverage as it continues to
migrate its revenue mix to more margin rich data services and away
from lower margin voice services.

From Fitch's perspective, the strengthening of LVLT's operating
and credit profile is predicated on improved revenue growth within
the company's Core Network Services segment.  After declining
nearly 9.8% during 2009 largely due to the effects of the economic
recession, CNS revenues have clearly stabilized during the course
of 2010 as CNS revenues through the first nine months of 2010
declined only 1.3% relative to the same period last year and
increased 1% both on sequential and year-over-year basis during
the third quarter of 2010.  Notably LVLT's CNS segment, which
constitutes approximately 77% of consolidated year to date
revenues, generates 80% incremental gross margins and 60%
incremental EBITDA margins when operating at scale.  In Fitch's
opinion, LVLT's ability to accelerate CNS revenue growth is based
in part on how successful the company is in capitalizing on
potential revenue growth drivers within its Wholesale group
including the transport and metropolitan connectivity requirements
of wireless carriers as 4G wireless networks are deployed and the
continuing growth of bandwidth demand from video and data
networks. Additionally, Fitch believes that the adoption of a more
localized operating strategy within its Mid-Market segment, along
with the expansion of its sales force positions the company to
improve revenue trends.

LVLT's weaker operating performance has resulted in an erosion of
credit protection metrics.  For the LTM period ended Sept. 30,
2010 leverage was 7.6 times, a marked increase from 6.6x as of the
end of Sept. 30, 2009.  The focus of LVLT's capital structure
strategy is to strengthen the company's overall credit profile and
efficiently manage its maturity profile.  LVLT established a
target leverage ratio of 5.0x to 3.0x. Fitch expects that total
debt will decline by approximately $199 million reflecting the
repayment of current maturities and that LVLT's leverage metric
will range between 7.4x and 7.6x as of year-end 2011.  Fitch
believes that LVLT's credit profile is firmly positioned within
the current rating category.

LVLT's liquidity position is primarily supported by cash carried
on its balance sheet, which as of Sept. 30, 2010, totaled
approximately $518 million.  The company does not maintain a
revolver and relies on capital market access to replenish cash
reserves and as such Fitch believes the company has limited
financial flexibility.  Refinancing risk associated with LVLT's
scheduled maturities had been a long-standing ratings concern
within the company's credit profile. Near-term scheduled
maturities include $199 million during 2011 and $297 million
during 2012. However from Fitch's perspective, LVLT's existing
cash balances along with proceeds from the proposed issuance,
positions the company to satisfy its 2011 and 2012 scheduled
maturities and to fund anticipated free cash flow deficits during
a period of expected weak operating performance and free cash flow
generation.  Refinancing risk related to the 2013 scheduled
maturities totaling approximately $698 million remains present
within LVLT's credit profile.  However, as demonstrated by LVLT in
addressing the once sizeable 2010, 2011, and 2012 maturities,
Fitch expects the company to maintain access to the capital
markets and bring the scheduled maturities in line with existing
liquidity resources and free cash flow expectations.

Following the generation of approximately $44 million of free cash
flow during 2009, the company's free cash flow deficit has swelled
to $170 million during the first nine months of 2010 versus a
deficit of $53 million during the first nine months of 2009. T he
weaker operating performance along with higher levels of capital
expenditures contributed to the free cash flow deficit during
2010.  Through the first nine months of 2010, LVLT increased its
capital intensity to 11.7% reflecting a 350 basis point increase
relative to the same period last year.  The increase in capital
expenditures supports LVLT's higher order volume and the level of
demand the company is experiencing across its service portfolio
as significant portion of the company's capital expenditure is
success based.  Additionally the company continues to invest in
its network to reduce incremental costs and to add capacity.

Fitch anticipates that the lingering effects of the recession,
particularly higher unemployment, coupled with the tendency for
the demand for telecommunication services to lag economic recovery
will likely hamper revenue growth during the first half of 2011
leading to nominal overall revenue growth for the full year.
Based on its expectation for stable operating margins and
substantially similar capital intensity metrics to those
experienced during 2010, Fitch does not expect LVLT to generate
positive free cash flow during 2011 and for the company to
generate a minimal amount during 2012.

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

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

Fitch has affirmed the following ratings with a Stable Outlook:

LVLT:

-- IDR 'B-';
-- Senior Unsecured Notes at 'CCC/RR5'.

Level 3 Financing, Inc.:

-- IDR at 'B-';
-- Senior Secured Term Loan at 'BB-/RR1';
-- Senior Unsecured Notes at 'B+/RR2'.


LEVEL 3 COMMS: Moody's Gives 'Caa3' to Proposed $300MM Notes
------------------------------------------------------------
Moody's Investors Service rated Level 3 Communications Inc.'s new
$300 million senior unsecured 8-year notes Caa3.  At the same
time, Level 3's Caa1 Corporate Family Rating and Caa1 Probability
of Default Rating were affirmed, as proceeds from the new issue
will be used to prefund debt coming due in the next two years, and
the transaction is therefore deemed to be neutral to Level 3's
consolidated credit profile.  With the new issue rated at the same
level as the debt that it is replacing and given the debt-for-debt
nature of the transaction, the company's other ratings are
unaffected and were also affirmed.  The Speculative Grade
Liquidity Rating remains SGL-1, indicating "very good" liquidity
as expected over the forward twelve-month liquidity rating horizon
base on large excess cash balances, and the rating outlook remains
stable.

This summarizes the rating actions and Level 3's ratings:

Rating and Outlook Actions:

Issuer: Level 3 Communications, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned Caa3 (LGD5,
    88%)

-- Senior Unsecured Conv./Exch. Bond/Debenture, Unchanged at Caa3
    (LGD5, 88%)

-- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa3
    (LGD5, 88%)

-- Corporate Family Rating, Unchanged at Caa1

-- Probability of Default Rating, Unchanged at Caa1

-- Speculative Grade Liquidity Rating, Unchanged at SGL-1

Outlook Unchanged at Stable

Issuer: Level 3 Financing, Inc.

-- Senior Secured Bank Credit Facility, Unchanged at B1 (LGD1,
    8%)

-- Senior Unsecured Regular Bond/Debenture, Unchanged at Caa1
    with the LGD Assessment revised to LGD4, 53% from LGD4, 54%

Level 3's corporate family and probability of default ratings are
Caa1 and the rating outlook is stable.  The primary ratings
influence continues to stem from concerns that the company's
capital structure is not sustainable over the long term.  While
Level 3 has a fundamentally sound business proposition, being well
positioned as a network infrastructure provider to benefit from
expanding bandwidth demand and the conversion of telephony to IP-
based capacity, Moody's is concerned that the company will not
consistently be able to generate enough cash flow to cover both
capital expenditures and interest expense and have any surplus
with which to reduce its debt load.  Presuming approximately
$3.8 billion of annual revenue and +/- 25% EBITDA margins, EBITDA
would be $950 million.  With cash interest of some $535 million,
a significant +/- 55% of the EBITDA stream, there is but
$415 million, or 11% of revenue, remaining to allocate towards
capital expenditures.

Moody's said, "We think this is likely to be somewhat less than
optimal capital spending and, irrespective, there is no surplus
with which to amortize debt.  And with some $890 million of
deferred revenue on its balance sheet, Level 3 has to continually
replenish the deferred revenue run-off in order that the non-cash
component of revenue and EBITDA does not further augment potential
cash flow deficits.  It is clear that the viability of Level 3's
capital structure depends on top-line growth and margin expansion.
In the context of relatively low general economic growth and with
significant competition, it is not clear we can expect more than
moderate cash flow growth for the next year or two.  This is
quite important given pending refinance activity related to
2013/2014 maturities.  Notwithstanding, Level 3 has consistently
demonstrated access to the capital markets, maintains relatively
large cash balances that generally provide adequate forward cover
for +/- 18 months of operations.  The resulting solid liquidity
position provides support for the rating and allows the outlook to
be positioned as stable."

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest communications and
Internet backbones.


LOCAL INSIGHT: Committee Taps Milbank Tweed as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors for Local Insight
Media Holdings Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Milbank, Tweed, Hadley & McCloy LLP as its counsel.

A hearing is set for Jan. 25, 2011, at 1:30 p.m., to consider the
Committee's application.  Objections, if any, are due Jan. 18,
2011.

Among other things, the firm agrees to:

  a) advise the Committee with respect to its rights, powers, and
     duties in the Chapter 11 cases;

  b) assist and advise the Committee in its consultations with the
     Debtors regarding the administration of the cases;

  c) assist the Committee in analyzing the claims and interests of
     the Debtors' stakeholders and in negotiating with the
     stakeholders;

  d) assist with the Committee's investigation of the acts,
     conduct, assets, liabilities, and financial condition of the
     Debtors and of the operation of their businesses; and

  e) assist the Committee in its analysis of, and negotiations
     with, the Debtors or any third party concerning matters
     related to, among other things, the terms of a chapter 11
     plan or plans for the Debtors.

The firm's hourly rates are:

     Designation                     Hourly Rates
     -----------                     ------------
     Partners                        $755 to $1,050
     Counsl                          $725 to $925
     associates & senior attorneys   $295 to $695
     Legal Assistants                $165 to $285

To the best of the Committee's knowledge, the firm does not hold
any interest adverse with the Debtors, and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Committee Taps Morris Nichols as Del. Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for Local Insight
Media Holdings Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Morris, Nichols, Arsht & Tunnel LLP as Delaware co-counsel.

A hearing is set for Jan. 25, 2011, at 1:30 p.m., to consider the
Committee's request.  Objections, if any, are due Jan. 18, 2011.

The firm will, among other things:

a) advise the Committee with respect to its rights, duties, and
    powers in the Chapter 11 cases;

b) assist and advise the Committee in its consultations with the
    Debtors relative to the administration of these cases;

c) assist the Committee in analyzing the claims of the Debtors'
    creditors in negotiating with such creditors;

d) assist with the Committee's investigation of the acts,
    conduct, assets, liabilities, and financial condition of the
    Debtor and of the operation of the Debtors' business; and

e) assist the Committee in its analysis of, and negotiations
    with, the Debtors or their creditors concerning matters
    related to, among other things, the terms of a plan or plans
    of reorganization for the Debtors.

The firm's current hourly rates are:

    Designation              Hourly Rates
    -----------              ------------
    Partners                 $475 to $770
    Associates               $275 to $475
    Paraprofessionals        $205 to $260
    Case Clerks                 $130

To the best of Committee's knowledge, the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Panel Selects Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for Local Insight
Media Holdings Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Houlihan Lokey Howard & Zukin Capital Inc. as its financial
advisor and investment banker.

Among other things, the firm will:

a) analyze business plans and forecasts of the Debtors;

b) evaluate the assets and liabilities of the Debtors;

c) assess the financial issues and options concerning (i) the
    sale of the Debtors, either in whole or in part, and (ii) the
    Debtors'' chapter 11 plan(s) of reorganization or liquidation
    or any other chapter 11 plan(s);

d) analyze and review the financial and operating statements of
    the Debtors; and

e) provide financial analyses as the Committee may require in
    connection with the Cases;

The firm will be paid $125,000 per month, and a deferred fee equal
to $1.1 million.

To the best of Committee's knowledge, the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Wins Nod for Kirkland & Ellis as Bankr. Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Local Insight Media Holdings Inc. and its debtor-affiliates to
employ Kirkland & Ellis LLP as attorneys.

The firm is expected to, among other things:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of the Debtors' business and properties;

   b) advise the Debtors on the conduct of the chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   c) attend meetings and negotiate with the representatives of
      creditors and other parties in interest;

   d) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecute actions on the
      Debtors' behalf, defend any action commenced against the
      Debtors, and represent the Debtors' interests in
      negotiations concerning litigation in which the Debtors are
      involved, including objections to claims filed against the
      Debtors' estates; and

   e) prepare pleadings in connection with the chapter 11 cases,
      including motions, applications, answers, orders, reports,
      and papers necessary or otherwise beneficial to the
      administration ofthe Debtors' estates.

The regular hourly rates of the firm's professionals are:

      Professionals                Hourly Rates
      -------------                ------------
      Richard M. Cieri, Esq.       $995
      Christopher J. Marcus, Esq.  $765
      Ross M. Kwasteniet, Esq.     $680

      Designation                  Hourly Rates
      -----------                  ------------
      Partners                     $580-$995
      Of Counsel                   $420-$995
      Associates                   $340-$670
      Paraprofessionals            $130-$285

Richard M. Cieri, Esq., a partner of Kirkland & Elliss, assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

Mr. Cieri can be reached at:

      Richard M. Cieri, Esq.
      Kirkland & Ellis LLP
      601 Lexington Avenue
      New York, New York 10022-4611
      Tel: (212) 446-4800
      Fax: (212) 446-4900

                About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Wins OK for Pachulski Stang as Co-Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Local Insight Media Holdings Inc. and its debtor-affiliates to
employ Pachulski Stang Ziehl & Jones LLP as co-counsel.

The firm is expected to:

  a) provide legal advice with respect to the Debtors' powers and
     duties as debtors in possession in the continued operation of
     their business and management of their property;

  b) prepare on behalf of the Debtors necessary applications,
     motions, answers, orders, reports, and other legal papers;

  c) appear in Court on behalf of the Debtors and in order to
     protect the interests of the Debtors before the Court;

  d) prepare and pursue confirmation of a plan and approval of a
     disclosure statement; and

  e) perform all other legal services for the Debtors that may be
     necessary and proper in these proceedings.

The standard hourly rates of the firm's principal attorneys and
paralegals are:

  Attorney                 Designation   Hourly Rates
  --------                 -----------   ------------
  Laura Davis Jones, Esq.                $855
  Michael R. Seidl, Esq.                 $575
  Curtis A. Hehn, Esq.                   $550
  Monica A. Molitor        paralegal     $235
  Margaret L. Oberholzer   paralegal     $220

Ms. Jones assured the Court that the firm does not hold any
interest adverse to the Debtors' estates, and is "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

  Laura Davis Jones, Esq.
  919 North Market Street, 17th Floor
  P.O. Box 8705
  Wilmington, Delaware 19899-8705
  Tel: (302) 652-4100
  Fax: (302) 652-4400
  Email: ljones@pszjlaw.com

                About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LONE TREE: Files Schedules of Assets And Liabilities
----------------------------------------------------
Lone Tree Investments LLC and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Arizona its schedules of
assets and liabilities, disclosing:

     Name of Schedule                 Assets       Liabilities
     ----------------              ------------   ------------
  A. Real Property                  $40,676,500
  B. Personal Property                1,254,092
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $24,317,805
     Secured Claims
  E. Creditors Holding                                 800,000
     Unsecured Priority
     Claims
  F. Creditors Holding                              33,664,556
     Unsecured Non-priority
     Claims
                                   ------------    -----------
        TOTAL                       $41,930,592    $58,782,361

A copy of the Schedules of Assets and Liabilities is available for
free at http://ResearchArchives.com/t/s?71fe

Lone Tree Investments LLC owns and operates the residential
community, golf course, and related facilities commonly known as
Pine Canyon in Flagstaff, Arizona.  Lone Tree, together with five
affiliates, filed for Chapter 11 bankruptcy protection on
August 24, 2010 (Bankr. D. Ariz. Lead Case No. 10-26776).  John J.
Hebert, Esq., at Polsinelli Shughart, P.C., assists the Debtors in
their restructuring effort.  Lone Tree estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.


LOUISVILLE ORCHESTRA: Files Schedules & Statement
-------------------------------------------------
Louisville Orchestra Inc. has filed its schedules of assets and
liabilities and statement of financial affairs with the U.S.
Bankruptcy Court for the Western District of Kentucky.

Kevin Eigelbach, staff writer at Business First, reports that
Louisville Orchestra Inc. disclosed that it had $412,000 in assets
and $1.4 million in liabilities.

The Debtor's assets include $262,000 worth of musical instruments,
including a Steinway & Sons grand piano worth $115,000; a $27,000
interest in a MetLife Insurance policy; nearly $71,000 in the
orchestra's charitable gaming account; and a beneficial interest
in the Louisville Orchestra Inc. Endowment Fund and Trust, for
which an "unknown" value is shown.

According to the report, the Orchestra's creditors with secured
claims include Chase bank, with a claim of $350,000, and Fifth
Third bank, with a claim of $158,000. The American Federation of
Musicians & Employers' Pension Fund in New York City holds an
unsecured priority claim of $43,000 for unpaid pension
obligations.  The vast majority of the $875,000 worth of
unsecured, non-priority claims appear to be from patrons who hold
tickets for upcoming performances.

The Statement of Financial Affairs shows that the Orchestra's
income from operations fell from $2.5 million in 2008 to $1.7
million in 2010.  Other income rose from $4 million in 2008 to
$4.6 million in 2009, but then fell to $4.4 million in 2010.  The
orchestra receives other income through donations from private
individuals and businesses, from the Fund for the Arts and through
regular disbursements from its endowment funds.

According to the Statement of Financial Affairs, since Nov. 23,
2010, the orchestra has paid the law firm Valenti Hanley &
Robinson PLLC, 401 W. Main St., a bit more than $51,000.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 Bankruptcy Protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg precedes the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represents
the Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million in its Chapter 11 petition.


LSP ENERGY: Moody's Cuts Rating on Senior Secured Bond to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded LSP Energy Limited
Partnership's rating on its senior secured bonds to Caa2 from
Caa1.  The outlook remains negative.

Downgrades:

Issuer: LSP Energy Limited Partnership

-- Senior Secured Regular Bond/Debenture, Downgraded to Caa2 from
    Caa1

The rating action reflects the Project's expected $4 million draw
on its debt service reserve to make its January 2011 debt service
payment leaving approximately $475 thousand in the debt service
reserve, which is equivalent to about 5 days of debt service.  A
major factor in the cash flow shortfall were unscheduled outages
due to turbine blade issues in Q3/Q4 2010 and higher major
maintenance costs.  The Unit 3 and Unit 2's row 2 turbine blades
experienced cracking which required a forced outage to inspect and
replace the blades.  Both units completed the repairs in Q4 2010.

The rating action also considers the Project's 2011 budget, which
forecasts insufficient cash flow to fully meet debt service and a
default is expected within the next twelve months given the
marginal amount in the debt service reserve after the January 2011
debt service payment.

The Caa2 rating also considers the uncertainties associated with a
default at LSP Energy's parent company and the recent transfer of
ownership from the previous owner, Complete Energy, to holding
company lenders.  The transfer of ownership took place on
January 7, 2011.

The senior secured rating is currently supported by the potential
for meaningful recovery in a default based on historical asset
sale prices in the region and cash flow analysis; however,
significant uncertainties remain given the Project's historical
operating problems, contract maturities from 2013 to 2015 and
lower regional electricity demand.

The negative outlook reflects the expected project default within
the next year and uncertain recovery prospects especially given
the Project historical operating problems.

The rating outlook could stabilize or the rating could improve if
there is greater clarity regarding recovery prospects and if
recovery prospects strengthen or if LSP Energy is able to
replenish its debt service reserve.

LSP's rating could be revised downward if the recovery prospects
weaken.

LSP Energy Limited Partnership is a limited partnership that owns
and operates an 837 MW combined-cycle natural gas-fired electric
generating facility located in Batesville, Mississippi.  LSP is
96% owned by Batesville Generation Holdings LLC.  On January 7,
2011, Complete Energy Holdings transferred their ownership in the
Project to BGH.

The last rating action on LSP Energy occurred on January 15, 2010,
when the rating on Project's rating was downgraded to Caa1.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


LTAP US: Section 341(a) of Creditors Meeting Set for February 1
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of creditors of LTAP US LLLP on Feb. 1, 2011, at 10:00
a.m., at J. Caleb Boggs Federal Building, Fifth Floor, Room 5209
in Wilmington, Delaware.

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.

Atlanta, Georgia-based LTAP US, LLLP, fka Life Trust Asset Pool
US, LLLP, filed for Chapter 11 bankruptcy protection on
December 22, 2010 (Bankr. D. Del. Case No. 10-14125).  Adam G.
Landis, Esq., Kerri K. Mumford, Esq., and Kimberly A. Brown, Esq.,
at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $100 million to
$500 million.


MARGAUX ORO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Margaux Oro Partners, LLC
        14801 Quorum Drive, Suite 160
        Dallas, TX 75254
        Tel: (972) 980-8806

Bankruptcy Case No.: 11-30337

Chapter 11 Petition Date: January 11, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Road, Suite 110
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.com

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

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

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

The petition was signed by Donald L. Silverman, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Donald Lewis Silverman                10-31785            03/12/10


MARQUETTE TRANSPORTATION: Moody's Holds B3 Rating on Senior Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Marquette
Transportation Company LLC; Corporate Family and Probability of
Default each of B2; senior secured second lien notes of B3.  The
outlook is negative.

The change in outlook to negative reflects the potential for still
weak towing rates for inland river barge transportation in 2011 to
result in credit metrics that are weaker than the cross-industry
medians for the B2 rating category and that trail those Moody's
anticipated when it assigned the ratings in January 2010.  Moody's
had anticipated modestly stronger towing rates and a conservative
investment strategy by the company in 2010.  However, Marquette
invested in its fleet for growth significantly more than it guided
coming into 2010, leading to higher debt and compounding the
effect of lower towing rates on earnings.  Moody's anticipates
that Marquette could sustain the higher investment level in 2011,
which could further erode credit metrics if towing rates do not
improve.

The B2 corporate family rating considers Marquette's leading
market position and long operating history as an independent
provider of horsepower to inland river barge freight companies.
Moody's believes that as a provider of power to barge freight
operators, Marquette's operating model is less risky than that of
the broader river barge freight transportation sector, which is
more competitive and has more volatile pricing.  Long-term
relationships with major blue-chip customers and somewhat high
barriers to entry help mitigate, but not entirely offset,
significant customer concentration.  While a significant
component of revenues is sourced from ton-mile contracts, Moody's
understands that these agreements do not contain minimum usage
levels, such that revenues remain exposed to fluctuating demand
over economic cycles.

The ratings could be downgraded should one of Marquette's five
largest customers cease its relationship with it or if it was to
unexpectedly execute an acquisitive growth strategy.  Further
expansion of the fleet that increases debt and delays the de-
levering of the capital structure could also lead to a downgrade
as could Debt to EBITDA sustained above 5.75 times, FFO + Interest
to Interest that remains below 2.3 times or Retained Cash Flow to
Net Debt that is sustained below ten percent.  The outlook could
be stabilized if Marquette is able to organically grow its revenue
base to above $400 million while maintaining its EBITDA margin
above 25%.  Debt to EBITDA sustained below 4.75 times and FFO +
Interest to Interest sustained above 3.0 times could also lead to
a positive rating action as could Retained Cash Flow to Net Debt
of above 15%.

The principal methodologies used in this rating were Global
Shipping 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.

The last rating action for Marquette was on January 6, 2010, when
Moody's assigned initial corporate family and probability of
default ratings, each of B2.  Moody's also assigned a rating of B3
to the senior secured second lien notes.

Marquette Transportation Company, LLC, headquartered in Paducah,
Kentucky, is a leading provider of outsourced power to the inland
and offshore barge freight shipping sectors.


MARRA RESTAURANT: Greenwich Cafe Shut Down by Receiver
------------------------------------------------------
Melissa Sardelli at Eye Witness reports that the Post Office Cafe
in East Greenwich, Rhode Island, will be closing down, effective
immediately.  The report relates that the decision was disclosed
by court appointed receiver Jonathan Savage.

"There are a multitude of reasons we made the decision to shut
down the Post Office Cafe.  Shutting down this one restaurant will
help us to preserve and strengthen the other locations in the
Marra Restaurant Group that have sought the protection of the
courts," the report quoted spokesman Bill Fischer as saying.

According to Eye Witness, the Marra Restaurant Group will continue
to operate the other restaurants within their group, all of which
will honor Post Office Cafe gift certificates.

The restaurant group filed for receivership back in December after
being named in a class action lawsuit, the report notes.


MBIA INC: NY Court Reverses Lower Court Ruling on Restructuring
---------------------------------------------------------------
Bankruptcy Law360 reports that a New York appeals court on Tuesday
reversed a lower court's refusal to toss a suit brought by Bank of
America NA, UBS AG and others alleging MBIA Inc.'s restructuring
of its insurance units was actually a massive fraudulent transfer.

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.


METALDYNE LLC: S&P Assigns 'B+' Rating After Debt Issuance
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its final 'B+'
corporate credit rating and stable outlook on Metaldyne LLC.  S&P
also assigned S&P's final 'B+' issue-level rating and final '3'
recovery rating on the Company's $250 million senior secured term
loan due 2016.  All previous ratings were preliminary.

Proceeds of the debt issue were used to help fund dividends and to
refinance certain existing debt.

"The ratings reflect what we consider to be Metaldyne's weak
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Robert Schulz.  Our business risk
assessment incorporates the multiple industry risks facing
automotive suppliers, including volatile demand, high fixed costs,
intense competition, and severe pricing pressures.  These risks
more than offset the favorable fact that Metaldyne's products are
used mostly in vehicle powertrains and therefore have longer lives
and are less commodity-like than many other automotive parts.  The
financial risk assessment reflects our view that low free
operating cash flow and, in the long term, possible future
distributions to shareholders will constrain the Company from
significantly reducing debt.

In S&P's view, the most significant variable in Metaldyne's credit
profile in the near term is the direction and pace of the auto
industry recovery.  Metaldyne's cost-cutting actions in recent
years and its focus on fewer, but relatively more attractive,
product lines since bankruptcy have positioned the Company well
for an upturn in vehicle demand.  Still, although vehicle
production has recently increased in the U.S. amid a broader
stabilization of auto demand, S&P believes future production will
remain volatile.  For 2011, S&P assumes U.S. sales will recover to
13.1 million units, about equal to the weak 2008 level of
13.2 million.

The stable outlook reflects S&P's belief that Metaldyne can
achieve low, but still positive, free operating cash flow in the
12 months ahead and adjusted EBITDA of more than $80 million,
given the relatively favorable trend for vehicle production in
North America compared with 2009 levels.  In Europe, S&P believes
new-vehicle registrations will decline in 2010, but that
production may be flat with that in 2009.  Still, S&P believes
economic sluggishness could keep sales low and cause a downturn in
future production, particularly in light of recent robust
production and inventory restocking.  S&P considers Ford's ability
to maintain its market share a key factor in Metaldyne's
performance.

S&P could lower the rating if free operating cash flow generation
turns negative for consecutive quarters or if we believe that debt
to EBITDA, including S&P's adjustments, would exceed 5x.  S&P
estimates that debt to EBITDA could reach this threshold if, for
example, Metaldyne's gross margins, excluding depreciation and
amortization, fall by about 250 basis points and there is limited
revenue growth over the next year.

S&P considers an upgrade unlikely during the next year, based on
S&P's current assessment of the Company's business and financial
risks and Metaldyne's concentrated ownership by financial
sponsors, which S&P believes indicates that financial policies
will remain aggressive.


METRO-GOLDWYN-MAYER: S&P Gives 'B-', Sees Neg. Cash Flow for Years
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Los Angeles-based Metro-Goldwyn-Mayer Inc. (MGM).
The rating outlook is stable.

At the same time, S&P assigned the company's $500 million senior
secured exit facility a 'B+' issue-level rating (two notches
higher than the 'B-' corporate credit rating on the company) with
a recovery rating of '1', indicating S&P's expectation of very
high (90% to 100%) recovery for lenders in the event of a
payment default.  The exit facility consists of a $175 million
revolving credit facility due 2015 and a $325 million term loan
due 2016.  The facilities are guaranteed on a senior secured basis
by direct parent MGM Holdings II Inc. and by the parent's direct
and indirect, existing and future subsidiaries, with certain
exceptions.  The company used the proceeds of the loans to fund
bankruptcy costs, related fees and expenses, working capital, and
other general corporate purposes.

These rating assignments follow S&P's review of the final
documentation for the exit facility.

"Our 'B-' rating on MGM reflects the absence of new releases that
support licensing of the company's extensive feature film library,
our expectation that discretionary cash flow and EBITDA will
remain negative for several years as MGM restarts production, and
the steep reduction in the company's debt burden upon its
emergence from bankruptcy," said Standard & Poor's credit
analyst Deborah Kinzer.

S&P regards MGM's business risk profile as vulnerable, in view of
the company's poor box-office performance over the past several
years and due to a secular decline in the value of film libraries,
as catalog sales have weakened amid competition from alternative
forms of entertainment.  S&P also believes that the company has a
highly leveraged financial risk profile because of expected
negative discretionary cash flow and the likelihood, in S&P's
view, of debt rising over the next several years.

MGM is a pure-play filmed entertainment company.  Its extensive
film and TV library contains about 4,100 theatrically released
movies and 10,800 TV episodes.  Franchise properties include the
James Bond film series, Rocky films, and the Stargate TV series.
The company also has a 50% interest in the two upcoming "Hobbit"
movies.  MGM's library represents its most stable source of cash
flow, although this cash flow has diminished because of the
recession, a lack of new releases, unfavorable trends in home
video, and management distraction.  The company has actively
licensed its titles to both domestic and international TV
channels, but future licensing activities will be less
successful if the library is not refreshed with new films.
Moreover, the company's new releases have not performed well for
the past few years, and film production has been sharply
curtailed.  Management plans to resume producing a regular slate
of four to six films a year, but this will take at least two years
to implement and several more years, depending on success, for
cash flow from all distribution windows to fund ongoing production
without further borrowing.  S&P views the James Bond and Hobbit
films as promising for MGM's future box-office performance, but
the success of other films involves high risk.


MOLECULAR INSIGHT: Bondholders Working on Alternative Plan
----------------------------------------------------------
Dow Jones' Small Cap reports that a group of bondholders is
positioning itself against a transaction that would bring
$45 million to Molecular Insight Pharmaceuticals Inc., saying it
has a better plan in the works for the Company's recapitalization.

According to the report, certain holders of senior secured
floating rate bonds, under which the company owes nearly $200
million in total, are objecting to the Company's move to secure a
$45 million equity capital infusion from Savitr Capital LLC.  The
report relates that in papers filed Friday, they called the
Company's proposal "fatally flawed and woefully inferior to a
superior proposal that will be made by the bondholders."

"The bondholders will propose a well-constructed re-capitalization
of the debtor that includes a full equitization of the debtor's
pre-petition debt obligations, together with a significant cash
infusion," the bondholders said, adding that their proposal can be
engineered "quickly and efficiently," the report adds.

                       About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
September 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection on
December 9, 2010 (Bankr. D. Mass. Case No. 10-23355).  Alan L.
Braunstein, Esq., at Riemer & Braunstein, LLP, serves as
the Debtor's local Massachusetts counsel.  Kramer Levin Naftalis &
Franklin LLP serves as the Debtor's lead bankruptcy counsel.
Foley & Lardner LLP is the Debtor's bankruptcy counsel.  CRT
Capital Group LLC is the Debtor's financial advisor.  Tatum LLC, a
division of SFN Professional Services LLC, is the Debtor's
financial consultant.  Omni Management Group, LLC, is the claims,
and balloting agent.


MOUNT VERNON: Trustee Sues Insurers, Seeks Funds for Creditors
--------------------------------------------------------------
Dow Jones' Small Cap reports that the trustee charged with
administrating a trust born from Mount Vernon Monetary Management
Corp.'s newly confirmed Chapter 11 plan is suing the Company's
insurers, accusing them of failing to dole out proceeds that
represent the only chance for creditors, owed $90 million, to see
a "meaningful" repayment in the case.

Mount Vernon's plan provided for the creation of the MVMMC trust,
into which all of the Debtors' assets were transferred as of the
effective date.  Under the Plan, holders of secured claims are
expected to recover 66% of their claims, holders of general
unsecured claims 3% to 4.2%, and shareholders nothing on account
of their interests.

                    About Mount Vernon Monetary

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.

The Official Committee of Unsecured Creditors is represented by S.
Jason Teele, Esq., Sharon L. Levine, Esq., and Cassandra M.
Porter, Esq., at Lowenstein Sandler, PC, in Roseland, New Jersey.


NATIONAL SPECIALTY: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to National Specialty Hospitals,
Inc., dba National Surgical Hospitals.  Moody's also assigned a B2
rating to the company's proposed senior secured credit facilities,
consisting of a $20 million revolver, $170 million term loan and
$30 million delayed draw term loan.  The outlook for the ratings
is stable.  This is the first time Moody's has assigned ratings to
NSH.  Moody's understands that the proceeds of the proposed credit
facility, along with an equity contribution, will be used to fund
the acquisition of the company by Irving Place Capital and repay
existing debt.

Ratings assigned:

  * $20 million senior secured revolving credit facility due 2016,
    B2 (LGD4, 51%)

  * $170 million term loan due 2017, B2 (LGD4, 51%)

  * $30 million delayed draw term loan due 2017, B2 (LGD4, 51%)

  * Corporate Family Rating, B2

  * Probability of Default Rating, B2

The B2 Corporate Family Rating reflects the considerable leverage
NSH will have following the acquisition of the company by Irving
Place Capital.  The rating also reflects the relatively small
scale of the company, the expectation of an aggressive acquisition
strategy and the unfavorable regulatory scrutiny that has followed
the physician owned specialty hospital model.  While healthcare
reform legislation did not require changes to the current
ownership structure of the company's facilities, it limits the
ability to open new facilities or add beds at existing facilities.
However, the ratings also consider the company's plan to grow
revenue at existing facilities through service line extensions and
the relatively favorable payor mix at its hospitals, which limits
exposure to uncompensated care costs.

The stable rating outlook reflects Moody's expectation that the
company will be able to continue to drive same store revenue
growth, which should provide an opportunity to reduce leverage
through EBITDA growth.  The outlook also anticipates that while
the company will look for acquisitions in the surgical hospital
space, NSH will maintain a disciplined approach to its acquisition
strategy and its use of additional leverage.

Moody's said "Given the expectation of considerable adjusted
leverage and the relatively small scale of the company, we do not
foresee an upgrade of the ratings in the near term.  However, if
the company increases leverage to acquire facilities or
experiences difficulty in growing same facility revenue, Moody's
could consider negative pressure on the ratings.  Additionally,
the outlook could be changed to negative or the ratings downgraded
if there are additional restrictions placed on the physician owned
specialty hospital operating model or if there are negative
reimbursement developments related to the services provided by the
company's hospitals, especially in the orthopedic area in which
the company focuses."

This is the first time ratings are being assigned to National
Specialty Hospitals, Inc.

The principal methodologies used in this rating were Global For-
Profit Hospital Industry published in September 2008, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Chicago, IL, NSH owns and operates surgical
facilities specializing in orthopedic, neurosurgery and more
complex general surgery cases. Most of the company's facilities
are operated in partnership or joint venture relationships with
physicians or other providers. As of September 30, 2010, the
company operated 14 surgical hospitals and seven ambulatory
surgery centers. The company recognized approximately $286 million
in revenue for the twelve months ended September 30, 2010.


NATIONAL SPECIALTY: S&P Assigns 'B' Corporate on High Leverage
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Chicago-based National Specialty
Hospitals Inc.  The rating outlook is stable.

At the same time, S&P assigned S&P's preliminary 'B' issue-level
rating and a preliminary '3' recovery rating to the Company's
$170 million senior secured term loan due 2017 and $20 million
senior secured revolving credit facility due 2016.   The senior
secured facility will also include an unfunded $30 million delayed
draw term loan.

"The low speculative-grade preliminary ratings on National
Specialty Hospitals Inc. reflect our expectation that the Company
will remain highly leveraged in the medium term, since increasing
adjusted debt from the pay-in-kind cumulative preferred stock
(which we view as debt, consistent with our criteria) will mostly
offset expected EBITDA growth from existing facilities and
acquisitions," said Standard & Poor's credit analyst Rivka
Gertzulin.

The Company has a highly leveraged financial risk profile, with
adjusted debt/EBITDA expected to remain above 7x over the next
several years (excluding the preferred debt, pro forma lease-
adjusted leverage at the close of the transaction will be around
5x).  Thus, while debt leverage will be substantial, S&P expect
liquidity to be adequate.

The Company's weak business risk profile reflects the Company's
narrow operating focus as owner and operator of surgical
facilities, exposing it to significant third party reimbursement
pressure and regulatory risk.  NSH operates and owns interests in
22 surgical facilities, including 15 surgical hospitals, located
in 11 states, with some concentration in Texas and California.
Twelve of the fifteen surgical hospitals and two of the seven
ambulatory surgery centers are consolidated.  These facilities
handle high volumes of profitable surgery, including high volumes
of orthopedic, neurological, and pain surgeries (musculoskeletal).
As of Sept. 30, 2010, NSH reported mid-single digit same-store
revenue growth, which is higher than its rated peers (United
Surgical, Surgical Care Affiliates, and Symbion), because
of the larger proportion of surgical hospitals in its portfolio,
which have had stronger volume growth than ambulatory surgery
centers during this period.

Still, NSH derives a high percentage of its revenue from Medicare
exposing it to government reimbursement risk; NSH receives about
26% of its revenue from government payors, which compares with 16%
for United Surgical and 26% for Symbion.  In addition, pricing
pressure from commercial insurers (about half of revenue) could
strain margins, particularly because of the Company's case
mix concentration in higher-margin musculoskeletal surgery.


NAVISTAR INT'L: SVP HR Profits from Purchase, Sale of Shares
------------------------------------------------------------
Greg W. Elliott, SVP HR & Admin. Operating Sub. at Navistar
International Corp., disclosed that he exercised his options to
buy 7,200 shares of common stock at $38.2 per share on January 7,
2011.  On the same day, Mr. Elliott disposed of the 7,200 shares
at $59.196 apiece.  At the end of the transactions, Mr. Elliott
beneficially owned 21,535 shares.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 million in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a BB-/Stable/-- corporate credit rating from Standard
& Poor's and a 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW VISION: S&P Assigns 'B' Corporate Rating; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Los Angeles- and Atlanta-based TV broadcaster New
Vision Television LLC.  The rating outlook is stable.

At the same time, S&P assigned subsidiary NVT Networks LLC's
senior secured credit facilities (consisting of a $10 million
revolving credit facility and a $68.5 million term loan, both due
in 2014) S&P's issue-level rating of 'B+' (one notch higher than
our 'B' corporate credit rating on the parent Company).  The
recovery rating on this debt is '2', indicating S&P's expectation
of substantial (70% to 90%) recovery for lenders in the event of a
payment default.

The credit facilities are guaranteed on a senior secured basis by
the parent and the parent's local marketing agreement (LMA), joint
sales agreement (JSA), and shared services agreement (SSA)
partners.  The Company exchanged the new term loan borrowings for
approximately 3.7 million Class A equity units held by prepetition
lenders from its 2009 bankruptcy.

These rating assignments follow S&P's review of the final loan
documentation.

"Our rating on New Vision reflects the Company's vulnerable
business risk profile, characterized by its small portfolio of TV
stations in small and midsize markets," noted Standard & Poor's
credit analyst Deborah Kinzer.  "It also reflects our expectation
that the Company will be able to achieve positive discretionary
cash flow in the near term and that leverage will remain
manageable in 2011, when we expect EBITDA to decline significantly
because of the absence of political ad revenues in a nonelection
year.  We view the Company's financial risk profile as aggressive
because of the variability of leverage and the Company's breakeven
discretionary cash flow."

New Vision operates 12 major network-affiliated TV stations in
eight small and midsize markets ranked from No. 22 (Portland,
Ore.) to No. 153 (Rochester, Minn./Mason City, Ia.).  In addition,
the Company has a CW station, two MyTV stations, and a Telemundo
station on secondary digital tiers, creating three additional
duopolies.  The Company's stations have strong revenue rankings in
several of their respective markets, with No.1 and No.2 market
cluster positions.  Two markets contribute almost half of total
broadcast cash flow, which increases the potential effects of
regional economic volatility on ad demand and the Company's
financial performance.


NEXSTAR BROADCASTING: Offers to Swap $325-Mil. Second Lien Notes
----------------------------------------------------------------
Nexstar Broadcasting, Inc. filed a Form 424B3 with the Securities
and Exchange Commission on January 10, 2011, regarding its offer
to exchange outstanding Senior Secured Second Lien Notes due 2017,
in the aggregate principal amount of $325,000,000 for up to
$325,000,000 aggregate principal amount of Senior Secured Second
Lien Notes due 2017 which have been registered under the
Securities Act of 1933, as amended.

According to the prospectus, Nexstar Broadcasting and Mission
Broadcasting, Inc., are offering to exchange the Old Notes for a
like principal amount at maturity of the New Notes.  Old Notes may
be exchanged only in integral principal at maturity multiples of
$1,000.

This exchange offer is being made pursuant to a registration
rights agreement dated as of April 8, 2010, which granted the
initial purchasers and any subsequent holders of the Old Notes
certain exchange and registration rights. This exchange offer is
intended to satisfy those exchange and registration rights with
respect to the Old Notes.  After the exchange offer is complete,
noteholders will no longer be entitled to any exchange or
registration rights with respect to the Old Notes.

The Exchange Offer expires 5:00 p.m., New York City time, February
8, 2011, unless extended.

The New Notes has these terms:

   * The New Notes will be secured on a second priority basis,
     subject to certain exceptions and certain permitted liens, by
     Nexstar Broadcasting's, Mission's and the guarantors' assets
     that secure the Company's and Mission's senior secured credit
     facilities on a first priority basis.

   * Nexstar Broadcasting's ultimate parent, Nexstar Broadcasting
     Group, Inc. and all of Nexstar Broadcasting's and Mission's
     future domestic restricted subsidiaries will guarantee the
     notes on a senior secured basis.  However, Nexstar
     Broadcasting Group, Inc., Nexstar's ultimate parent will not
     be considered a guarantor for any purpose under the indenture
     and, therefore, will not be subject to the indenture.

   * The New Notes mature on April 15, 2017.  The New Notes will
     bear interest at 8.875% per annum.

   * Nexstar Broadcasting and Mission may redeem the New Notes at
     any time on or after April 14, 2014.

   * Upon a change of control, Nexstar Broadcasting and Mission
     may be required to offer to repurchase the New Notes.

   * The terms of the New Notes are identical to Nexstar
     Broadcasting's and Mission's outstanding Old Notes except for
     transfer restrictions and registration rights.

There is no public market for Nexstar Broadcasting's and
Missions's outstanding Senior Secured Second Lien Notes due 2017
or the New Notes.  However, stockholders may trade Nexstar
Broadcasting's and Mission's outstanding Senior Secured Second
Lien Notes due 2017 in the Private Offering Resale and Trading
through Automatic Linkages, or PORTAL TM, market.

Each broker-dealer that receives New Notes pursuant to the
exchange offer must acknowledge that it will deliver a prospectus
in connection with any resale of the New Notes.  A broker dealer
who acquired Old Notes as a result of market making or other
trading activities may use this exchange offer prospectus, as
supplemented or amended, in connection with any resales of the New
Notes.

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

              http://ResearchArchives.com/t/s?7204

                    About Nexstar Broadcasting

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company's balance sheet at Sept. 30, 2010, showed
$607.58 million in total assets, $797.43 million in total
liabilities, and a stockholders' deficit of $189.85 million.

                           *     *     *

As reported by the Troubled Company Reporter on August 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NMT MEDICAL: Secures New $2MM Credit Line From LSQ
--------------------------------------------------
NMT Medical, Inc., entered into a Factoring and Security Agreement
with LSQ Funding Group, L.C., on January 4, 2011.  The agreement
provides for borrowings up to $2 million for working capital and
other general corporate purposes. The credit facility has a one-
year term and is subject to a borrowing base calculated as a
percentage of domestic receivables that are pledged as collateral
against the loan.

The Agreement provides for certain events of default by the NMT
Medical, including payment default, and other customary events of
default.  NMT Medica'slobligations are secured by its domestic
accounts receivable.

NMT Medical also recently terminated a Loan and Security Agreement
that it entered into with Silicon Valley Bank on June 26, 2009.
NMT Medicalincurred a de minimis amount of termination costs in
connection with the termination of the Loan and Security
Agreement.  NMT Medical did not borrow against the Loan and
Security Agreement at any time during the term of the agreement.

In October, NMT Medical defaulted on a $4 million loan from
Silicon Valley Bank, but the bank agreed to a forbearance
agreement.  MassDevice relates NMT Medical ran afoul of a
liquidity covenant in the terms of the SVB line.  For a $2,500
forbearance fee, the bank agreed to hold off calling on the note
until Nov. 19.

Richard E. Davis, NMT's Chairman, President and Chief Executive
Officer, said, "This non-equity based credit facility, which
replaces the credit arrangement with Silicon Valley Bank that we
recently terminated, provides NMT with the necessary working
capital required to fund its ongoing operations.  We continue to
tightly manage our expenses while working closely with the U.S.
Food and Drug Administration to evaluate our potential next steps
relating to patent foramen ovale (PFO) treatment for the stroke
and transient ischemic attack (TIA) indications. In addition, we
are continuing to evaluate all strategic options."

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.


NRG ENERGY: Moody's Gives 'B1' to Proposed $1.2-Bil. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to NRG Energy,
Inc.'s planned issuance of $1.2 billion of senior unsecured notes
due 2018. Concurrent with this rating assignment, Moody's affirmed
NRG's Corporate Family Rating and Probability of Default Rating
(PDR) at Ba3.  NRG's rating outlook is negative.

NRG's Ba3 CFR reflects the relatively strong historical credit
metrics based upon margins that are underpinned by various
intermediate term hedges or contracts.  Through September 30,
2010, Moody's calculates the ratio of CFO pre-W/C to debt at
approximately 20%, the cash flow coverage of interest expense at
around 4.0x, and the ratio of free cash flow to debt at 12.5%.
While these financial metrics strongly position NRG in the "Ba"
rating category, Moody's anticipates these cash flow credit
metrics will weaken as the existing hedges expire and are replaced
with lower margin arrangements.

The B1 rating for NRG's proposed senior unsecured notes reflects
both the CFR and PDR of NRG, to which Moody's assigned a Ba3
rating, as well as the debt's position in NRG's capital structure.
Net proceeds from the offering will be used to refinance a like
amount of debt that currently matures in 2014.

The negative rating outlook reflects the company's aggressive
acquisition and growth strategy which comes at a time when the
company's future margins are likely to be compressed relative to
recent historical results.  Within the last six months, NRG has
spent at least $875 million on acquisitions, with the two most
noteworthy transactions being its $525 million acquisition of the
Cottonwood Generation plant in 2010, and the $350 million
acquisition of Green Mountain Energy in 2010.  In addition to
these and other acquisitions, the negative rating outlook reflects
our concerns around NRG's involvement in the early stage of a
multi-year, multi-faceted project development strategy that
includes, among other projects, the construction of a 2,700 MW
nuclear power project.  Additionally, NRG remains committed to
returning about 3% of the company's market capitalization to
shareholders each year.

In light of the negative outlook, limited prospects exist for the
ratings to be upgraded in the near-term.  However, to the extent
that management reduced the size and scope of its growth capital
program, and did not greatly expand shareholder rewards programs,
ratings could stabilize and might increase if free cash flow
generation was applied to debt reduction.

The rating is likely to be downgraded should NRG's growth plans
remain largely unchanged, particularly if the company's investment
in South Texas Project 3&4 moves forward following the receipt of
a Department of Energy loan guarantee.  This is particularly
relevant given the size and complexity of this construction
project as well as the challenges that we believe may exist in NRG
reducing further its ownership in STP 3&4.  The rating could also
be downgraded if weaker than expected market conditions persist
across NRG's generation fleet causing cash flow to debt to fall
below 12% for an extended period.  To that end, should market
fundamentals remain at weaker than anticipated levels for an
extended period and there is no corresponding recalibration of
future growth capital spending initiatives by management, the
rating will be downgraded.

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 Princeton, NRG owns approximately 24,010 MW's of
generating facilities, primarily in Texas and the northeast, south
central and western regions of the US.


ORLEANS HOMEBUILDERS: Plan Filing Deadline Extended to Jan. 25
--------------------------------------------------------------
The U.S. Bankruptcy Court approved Orleans Homebuilders' motion
seeking to extend the exclusive period during which the Company
can file a Chapter 11 plan and solicit acceptances thereof through
and including January 25, 2011 and March 25, 2011, respectively,
BankruptcyData.com reports.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


OTC HOLDINGS: To Meet With Potential Exit Lenders
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Oriental Trading Co. will conduct a roadshow
presentation on Jan. 16 for prospective lenders as part of its bid
to secure $200 million needed to finance its emergence from
Chapter 11 bankruptcy.  OTC is offering 6.5 percentage points more
than the London interbank borrowed rate, with a Libor floor of
1.75%.  To increase the yield, the lenders would pay 98% of par,
according to a person familiar with the negotiations.

Oriental Trading won confirmation of its reorganization plan on
Dec. 16.  OTC was able to confirm the plan following a settlement
between first- and second-lien lenders.  The plan gives the new
stock plus cash or a new $200 million second-lien note to senior
lenders owed $403 million.

                   About OTC Holdings Corporation

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' counsel is Ashby &
Geddes, P.A.


OXIGENE INC: BAM Management Discloses 1.64% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, BAM Management, LLC disclosed that
it beneficially owns 1,800,000 shares of common stock of OXiGENE,
Inc., representing 1.64% of the shares outstanding.  Each of
BAM Opportunity Fund SPV, LLC, Ross Berman and Hal Mintz also owns
1,800,000 shares.

The percentage is calculated based upon 107,892,343  shares of
Common Stock issued and outstanding as of November 5, 2010, as
reported on the Company's Form 10-Q filed with the SEC on November
12, 2010, plus shares issuable upon exercise of the Warrants.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company's balance sheet at September 30, 2010, showed
$7.7 million in total assets, $15.2 million in total liabilities,
and a stockholders' deficit of $7.5 million.

As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Boston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has incurred recurring operating losses and will be required to
raise additional capital, alternative means of financial support,
or both, prior to January 1, 2011, in order to sustain operations.


POINT BLANK: Files Chapter 11 Plan, Looks to Start Rights Offering
------------------------------------------------------------------

Dow Jones' Small Cap reports that Point Blank Solutions Inc.
debuted a Chapter 11 plan that sets the company on the path to
reorganization and reverses earlier efforts to sell the assets out
of bankruptcy.

According to the report, the Company filed a bankruptcy-exit
proposal that lays out its plan to generate capital through a
$15 million to $25 million rights offering and reserve a
$4 million pool for certain creditors.  The report relates that
the plan was engineered in conjunction with the company's
unsecured creditors and equity holders, who last year pushed for
reorganization even as the company was bowing to pressure from its
original bankruptcy lender to enact a fast-track sale.

The creditors and equity holders succeeded in allowing the Company
to skirt the proposed sale -- from which Point Blank aimed to
bring in at least $14 million, the report notes.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-
counsel.


POLYMER GROUP: Moody's Assigns 'B1' Rating After LBO Offer
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating in
connection with the leveraged buyout of Polymer Group, Inc.
Concurrently, a B1 rating was assigned to a proposed senior
secured notes offering.  The ratings outlook is stable.

PGI intends to offer $530 million of senior secured notes due
2019.  The notes offering is part of the financing for, and
conditioned upon, the consummation of the proposed merger with
an affiliate of The Blackstone Group.  Equity investors will
contribute $290 million to fund the remaining purchase price, two
bolt-on acquisitions, fees and expenses, and to increase PGI's
cash on hand.  A $50 million senior secured revolver is expected
to be undrawn at closing.  Upon consummation of the transaction,
Scorpio Merger Sub Corporation will merge with and into Polymer
Group, Inc.

The B1 CFR incorporates PGI's steady cash flow generation and
earnings growth over the past several years and the recession-
resistant demand characteristics of the consumer disposable end
markets.  The rating further reflects PGI's considerable
geographic scale, with presence in developing economies where
usage of disposable products such as diapers is rising.
Nonetheless, the proposed transaction will add about $225 million
of incremental debt to the capital structure, raising financial
leverage to nearly 5 times.  The B1 rating is further constrained
by considerable near-term commitments for capacity expansion
programs in the US and China and the cyclicality of sales volumes
sold to industrial applications.

The stable outlook reflects Moody's expectation that PGI
will maintain a good liquidity profile over the near-term,
notwithstanding capital spending plans, and modestly grow
earnings once these capacity additions are operational.  The
outlook or rating could be raised if PGI reduces debt and sustains
financial leverage and free cash flow to debt below three times
and above 10%, while maintaining its good liquidity profile.  The
rating or outlook could be lowered if PGI's sales volumes or
margins weaken materially, or if debt is used to finance
distributions to owners, such that financial leverage and free
cash flow to debt are expected to be sustained above 5 times and
below 3%, respectively.

Moody's assigned the following ratings to Scorpio Merger Sub
Corporation:

* Corporate Family Rating, B1
* Probability of Default Rating, B1
* Proposed $530 million senior secured notes due 2019, B1 (LGD4,
   51%)

Existing ratings of Polymer Group, Inc., will be withdrawn upon
closing of the transaction and ensuing repayment of outstanding
debt obligations.  The new ratings are subject to successful
completion of the proposed transaction and Moody's review of final
documentation.  For additional information, please refer to the
Credit Opinion to be posted on moodys.com.

The principal methodologies used in this rating were Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009, and Global Manufacturing
Industry published in December 2007.

Headquartered in Charlotte, North Carolina, PGI is one of the
world's leading producers of nonwoven materials.  The company
generated revenues of $1.1 billion in the twelve months ended
October 2, 2010.


PRISZM INCOME: Withholds Yum! Fee Payment, Seeks Forbearance
------------------------------------------------------------
Priszm Income Fund on Friday said it was withholding the
continuing fee payment owing to its franchisor Yum! Restaurants
International (Canada) Company in the amount of $2 million that
was due on January 5, 2011.

The Company remains in active discussions with both its franchisor
and its senior debt lender with respect to short-term and long-
term refinancing as well as obtaining the necessary forbearance
agreements.  There can be no assurance on any resolution that will
result from these discussions however the parties are working
towards a satisfactory solution.

The Company has entered into an asset purchase agreement to sell
its restaurants in Ontario and British Columbia and such proposed
transaction is subject to, among other things, satisfactory due
diligence and financing by the purchaser by January 15, 2011.  The
Company expects to provide a further update to the public shortly
after such date.

Toronto, Canada-based Priszm Income Fund (TSX: QSR.UN) --
http://www.priszm.com/-- holds approximately a 60% interest in
Priszm Limited Partnership, which owns and operates more than 400
quick service restaurants in seven provinces across Canada.  The
KFC, Taco Bell and Pizza Hut restaurants under Priszm serve more
than one million customers a week and employ approximately 7,300
people.  Approximately 100 locations are multi-branded, combining
two or more of the Fund's restaurant concepts.


QUEENS PLAZA: To Present Plan for Confirmation on Jan. 31
---------------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York entered an order affirming that the
disclosure statement describing the proposed Chapter 11 plan of
liquidation of Queens Plaza Development LLC contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

A hearing is set for Jan. 31, 2011, at 1:30 p.m., to consider
confirmation of the Liquidation Plan.  Objections, if any, are due
Jan. 21, 2011.  The Court has set Jan. 21, 2011, as deadline for
creditors to cast their vote whether to accept or reject the Plan.

Ballots must be delivered to:

   Attn.: Thomas A. Draghi, Esq.
   WESTERMAN BALL EDERER MILLER & SHARFSTEIN, LLP
   1201 RXR Plaza
   Uniondale, New York 11556

Under the Plan, secured creditor U.S. Bank, owed $15,069,624, will
recover between $53% and 100%.  Holders of priority claims, owed
less than $3,736, will recover 100%.  Holders of general unsecured
claims, owed between $392,622 and $816,333, will recover between
3% and 100%.  Holders of equity interests are slated to receive
the remaining cash after all creditors are paid in full.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?7206

                        About Queens Plaza

Garden City, New York-based Queens Plaza Development, LLC, filed
for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr.
E.D.N.Y. Case No. 10-77035).  Thomas A. Draghi, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,000,022 in assets
and $16,023,777 in liabilities as of the Petition Date.

The Office of the U.S. Trustee for Region 2 notified the U.S.
Bankruptcy Court for the Eastern District of New York that it was
unable to appoint an official committee of unsecured creditors in
the Debtor's Chapter 11 case.


RADIOSHACK CORP: Moody's Cuts Rating on Sr. Notes to 'Ba2'
----------------------------------------------------------
Moody's Investors Service downgraded RadioShack Corporation's
senior unsecured convertible note rating to Ba2 from Ba1 and
affirmed all other ratings including the Ba1 Corporate Family and
Probability of Default ratings.  Moody's also affirmed the Ba1
rating on RadioShack's 7.375% 2011 senior unsecured notes.  The
outlook remains stable.

The downgrade of the 2.5% senior unsecured convertible notes due
2013 was a result of RadioShack's January 7, 2011 announcement
that it had refinanced its existing $325 million unsecured
revolving credit facility and replaced it with a new five year
$450 million senior secured ABL revolving credit facility.  The
senior secured nature of the new revolver lowers the relative
priority of claim of the 2013 convertible bonds which were
previously pari passu with all other debt obligations of the
company, resulting in the downgrade.

At the same time, the company announced a plan to redeem its
7.375% senior unsecured notes due May 11, 2011.  The company has
placed the funds necessary to redeem the 2011 notes in an
irrevocable trust and these funds will be held by the trustee
until the redemption of the notes.  Moody's notes that it overrode
the rating indicated by its Loss Given Default model for the 2011
senior unsecured notes, and affirmed the rating on these notes at
Ba1.  Given that the company has already placed the funds
necessary to redeem these notes into an irrevocable trust, the
risk profile has not deteriorated and a downgrade would be
unwarranted.  Moody's will withdraw the ratings on the 2011 notes
upon their redemption, which is scheduled to take place on
March 4, 2011.

RadioShack's Ba1 Corporate Family Rating reflects its sound credit
metrics, healthy cash flow, moderate seasonality and cyclicality,
the large number and accessibility of its stores, and its
successful product strategy.  Ratings are constrained by product
volatility and business risk inherent in consumer technology.

The stable rating outlook incorporates Moody's expectation
that the company will maintain very good liquidity, even after
considering modest levels of share repurchases that are in line
with historical levels and funded from operating cash flow.  The
stable outlook also reflects the risk that credit metrics could
have some short term volatility from time to time as a result of
cyclicality driven by product introductions.

The following ratings were downgraded:

-- $375 million 2.5% senior unsecured convertible notes due 2013
    to Ba2 (LGD 4, 68%) from Ba1 (LGD 4, 55%)

-- Senior unsecured shelf rating to (P)Ba2 from (P)Ba1

The following ratings are affirmed and point estimate changed:

-- Corporate Family Rating at Ba1
-- Probability of Default Rating at Ba1
-- $307 million 7.375% senior unsecured notes due 2011 at Ba1
   (LGD 4, 63%)

Over the intermediate term, a rating upgrade is unlikely given
RadioShack's market position, diverse competition in all of its
product categories, and exposure to the volatility of consumer
technology.  Ratings could be upgraded over the longer term if net
debt/EBITDA is sustained below 3.0 times, if EBITA to interest
expense is sustained above 2.5 times, and if the company improves
operating margins beyond current levels.

Conversely, a change in financial policies, including a material
increase in net debt due to shareholder return activities or
strategies which increase operating risk, could result in a
downgrade. Specifically, ratings would be pressured if net debt /
EBITDA were to rise above 4.0 times for an extended period.
Ratings could also be downgraded if the company's market position
were to weaken, demonstrated by an erosion in sales or EBITA
margins declining below 7%.

The last rating action on RadioShack was on March 12, 2007 when
its senior unsecured rating was downgraded to Ba1 from Baa3 with a
stable outlook.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

RadioShack is a leading retailer of consumer electronics and
peripherals, as well as a large retailer of cellular phones.  It
operates roughly 4,700 stores in the U.S. and Mexico and 1,300
wireless phone kiosks in the U.S.  The company also generates
sales through a network of 1,200 dealer outlets worldwide.
Revenues are about $4.4 billion.


RHI ENTERTAINMENT: Court OKs $15MM Loan from JPMorgan
-----------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a federal bankruptcy judge allowed RHI Entertainment Inc. to
continue to borrow on its $15 million loan from J.P. Morgan Chase
& Co.
According to Dow Jones, the loan agreement documents reflected
several "cosmetic changes," but nothing substantive.  The judge
said his approval is subject to him reviewing the document before
signing the order.  No party objected to the loan.

Dow Jones relates that the loan had several milestones the Company
must meet, including having final approval of the money within 35
days -- which it accomplished Tuesday -- and confirmation of its
bankruptcy plan within 75 days.  The Company has set a date of
Feb. 17, within that 75-day window, for a hearing to confirm the
plan and allow RHI to exit bankruptcy, he adds.

                Final Orders on First Day Motions

According to Dow Jones, the judge also approved several other the
Company's motions, including final orders allowing the Company to
pay its employees and the professionals managing its bankruptcy
case.  No party objected to any of those motions.

                      About RHI Entertainment

New York-based RHI Entertainment, Inc., develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.  It filed for Chapter 11
bankruptcy protection on December 10, 2010 (Bankr. S.D.N.Y. Case
No. 10-16536).  D.J. Baker, Esq., Rosalie Walker Gray, Esq., Keith
A. Simon, Esq., Adam S. Ravin, Esq., and Jude Gorman, Esq., at
Latham & Watkins LLP, serve as the Debtors' bankruptcy counsel.
The Debtor disclosed $524,722,000 in total assets and $834,094,000
in total debts in its chapter 11 petition.

Affiliates RHI Entertainment, LLC (Bankr. S.D.N.Y. Case No.
10-16537), RHIE Holdings Inc. (Bankr. S.D.N.Y. Case No. 10-16538),
RHI Entertainment Holdings II, LLC (Bankr. S.D.N.Y. Case No.
10-16541), RHI Entertainment Distribution, LLC (Bankr. S.D.N.Y.
Case No. 10-16549), RHI International Distribution Inc. (Bankr.
S.D.N.Y. Case No. 10-16550), RHI Entertainment Productions, LLC
(Bankr. S.D.N.Y. Case No. 10-16551), HE Pro Tunes, Inc. (Bankr.
S.D.N.Y. Case No. 10-16552), HEGOA INC. (Bankr. S.D.N.Y. Case No.
10-16553), HEP Music, Inc. (Bankr. S.D.N.Y. Case No. 10-16554),
HEP SS Music Inc. (Bankr. S.D.N.Y. Case No. 10-16555), Don
Quixote, Inc. (Bankr. S.D.N.Y. Case No. 10-16556), Independent
Projects, Inc. (Bankr. S.D.N.Y. Case No. 10-16557), Library
Storage, Inc. (Bankr. S.D.N.Y. Case No. 10-16558), Metropolitan
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16560), NGP
Holding, Inc. (Bankr. S.D.N.Y. Case No. 10-16561), and SLB
Productions, Inc. (Bankr. S.D.N.Y. Case No. 10-16562) filed
separate Chapter 11 petitions.

Logan & Company, Inc., serves as the Debtors' claims and noticing
agent.

RHI's First Lien Lenders are represented by Michael A. Chapnick,
Esq. -- mchapnick@morganlewis.com -- and Wendy S. Walker, Esq. --
wwalker@morganlewis.com -- at Morgan, Lewis & Bockius LLP, and
RHI's Second Lien Lenders are represented by Mark R. Somerstein,
Esq. -- mark.somerstein@ropesgray.com -- and Patricia I. Chen,
Esq. -- patricia.chen@ropesgray.com -- at Ropes & Gray LLP.

As reported in the Troubled Company Reporter on Dec. 16, 2010, RHI
Entertainment Inc., won approval to put its prepackaged Chapter 11
case on a fast track and hold a combined disclosure statement and
restructuring plan confirmation hearing as early as Feb. 17, 2011.
The Prepackaged Plan provides that, on its Effective Date, (a) the
First Lien Lenders will receive (i) $300 million of New Term Loan
Obligations and (ii) roughly 99% of the New Common Stock (subject
to dilution); and (b) the Second Lien Lenders will receive (i)
roughly 1% of the New Common Stock (subject to dilution), (ii) New
Warrants representing 15% ownership of the New Common Stock on a
fully diluted basis, and (iii) a limited fee and expense
reimbursement of up to $250,000.  A hearing has been scheduled for
Feb. 17, 2011, to consider the adequacy of the Disclosure
Statement.


ROBLEX AVIATION: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roblex Aviation, Inc.
        P.O. Box 6389
        Bayamon, PR 00960

Bankruptcy Case No.: 11-00055

Chapter 11 Petition Date: January 8, 2011

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

Debtor's Counsel: Jose Guillermo Gonzalez, Esq.
                  JOSE R GONZALEZ HERNANDEZ LAW OFFICE
                  P.O. Box 190498
                  San Juan, PR 00919-0498
                  Tel: (787) 765-9713
                  E-mail: jg_gonzalezlaw@hotmail.com

Scheduled Assets: $5,418,527

Scheduled Debts: $1,879,928

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-00055.pdf

The petition was signed by Roberto E. Rodriguez, president.


ROCK & REPUBLIC: Court Extends Plan Filing Deadline to January 15
-----------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive periods of
Rock & Republic Enterprises Inc. and its debtor-affiliates to file
a Chapter 11 plan until Jan. 15, 2011, and solicit acceptances of
that plan until March 15, 2011.

While the Debtors were granted a fourth exclusivity extension,
during this term they are allowing the Official Committee of
Unsecured Creditors to have the co-exclusive rights to propose a
plan.

                       About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection on April 1,
2010 (Bankr. S.D.N.Y. Case No. 10-11728).  Alex Spizz, Esq., and
Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,
assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No.
10-11729).

The Court has extended the Debtors' exclusive period to propose a
Chapter 11 plan until November 15, 2010, and its exclusive period
to solicit acceptances of that plan until January 14, 2011.  Rock
& Republic has said it is in talks with a newly formed entity
called GR Acquisition LLC, which offered to purchase its assets
for at least $33 million.


ROTHSTEIN ROSENFELDT: Trustee Asks Former Suit Defendant to Pay Up
------------------------------------------------------------------
Dow Jones' Small Cap reports that Ponzi-scheme operator Scott
Rothstein's financial adviser is facing a demand for cash and real
estate after missing required payments under a $6.6 million
settlement struck with Rothstein's bankrupt law firm.  The report
relates that Chapter 11 trustee Herbert Stettin, who is
liquidating Rothstein law firm Rothstein Rosenfeldt Adler PA, on
Friday filed court papers urging a bankruptcy judge to declare
adviser Michael Szafranski, wife Elana Sturm and related companies
in default of the settlement they struck last year.

Under the settlement, according to the report, Mr. Stettin agreed
to drop litigation accusing the defendants of receiving $32.8
million in fraudulent transfers of the law firm's funds in the
months leading up to the collapse of Rothstein's $1.2 billion
Ponzi scheme.  The report notes Mr. Szafranski, who was hired to
verify the phony legal settlements that Rothstein sold to
investors, had sought the lawsuit's dismissal and didn't admit any
fault or liability in the settlement.

                    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.


ROYAL FOAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Royal Foam, Inc.
        fdba Royal Foam, LLC
        1333 Haines Street
        Jacksonville, FL 32218

Bankruptcy Case No.: 11-00124

Chapter 11 Petition Date: January 10, 2011

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

Judge: Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: 904-521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $1,777,649

Scheduled Debts: $4,892,173

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00124.pdf

The petition was signed by Viacheslav Kulbaka, president.


SALCHLI HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Salchli Holdings II, LLC
        P.O. Box 612
        Center Haerbor, NH 03226

Bankruptcy Case No.: 11-10084

Chapter 11 Petition Date: January 11, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  E-mail: bgannon@gannonlawfirm.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nhb11-10084.pdf

The petition was signed by Betty Ann Salchli, member.


SANSWIRE CORP: Thomas Seifert Disposes of 10,000 Shares
-------------------------------------------------------
In a Form 4 filing with the Securities and Exchange Commission on
January 10, 2011, Thomas G. Seifert, a director at Sanswire Corp.,
disclosed that he disposed of 10,000 shares of the Company's
common stock at $0.09 per share, on January 4, 2011.  At the end
of the transaction, Mr. Seifert beneficially owned 4,314,743
shares.

                        About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company's balance sheet as of September 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.  The Company had a
working capital deficit of $20.2 million and an accumulated
deficit of $142.4 million at September 30, 2010.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.

SECUREALERT INC: Amends Form S-1 for 47.1-Mil. Common Shares
------------------------------------------------------------
On January 10, 2011, SecureAlert, Inc., filed a Post-Effective
Amendment No. 1 to its registration statement on Form S-1 in
connection with the resale by stockholders of up to 47,100,000
shares of its common stock, issued or issuable upon conversion of
7,850 shares of the Company's Series D Convertible Preferred
Stock.

The Resale Shares originally were, or may be, issued to the
Selling Stockholders upon conversion of 7,850 shares of Series D
Preferred acquired by the Selling Stockholders by payment of cash
in a private placement exempt from registration under the
Securities Act of 1933, as amended.  It is anticipated that the
Selling Stockholders will sell the Resale Shares from time to time
in one or more transactions, in negotiated transactions or
otherwise, at prevailing market prices or prices otherwise
negotiated.

The Company will not receive any proceeds from the sale of any
Resale Shares sold by the Selling Stockholders.

The Company's Common Stock trades on the Over-the-Counter Bulletin
Board under the symbol "SCRA ".  On January 3, 2011, the closing
price of the Common Stock was approximately $0.10 per share.

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

               http://ResearchArchives.com/t/s?7202

                         About SecureAlert

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.

During the fiscal year ended September 30, 2010, the Company had
net revenues of $12.4 million compared with net revenues of
$12.6 million for the fiscal year ended September 30, 2009, a
decrease of 1%.

The Company's balance sheet at September 30, 2010, showed
$11.19 million in total assets, $8.06 million in total liabilities
and $3.13 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, noted that the
Company has incurred losses, negative cash flows from operating
activities and has an accumulated deficit.  These conditions raise
substantial doubt about its ability to continue as a going
concern, according to the auditors.


SEQUOIA PARTNERS: Section 341(a) Meeting Scheduled for Feb. 2
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Sequoia
Partners, LLC's creditors on February 2, 2011, at 12:00 p.m.  The
meeting will be held at U.S. Trustee's Office, Room 1900, 405 E
8th Avenue, Eugene, OR 97401.

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.

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection on December 29, 2010 (Bankr. D. Ore. Case
No. 10-67547).  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


SEQUOIA PARTNERS: Taps Farleigh Wada as Bankruptcy Counsel
----------------------------------------------------------
Sequoia Partners, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Oregon to employ the law firm
of Farleigh Wada Witt as bankruptcy counsel.

FWW will, among other things:

     a. represent court proceedings in the main case and any
        adversary proceedings;

     b. represent the Debtor in connection with the sale of any
        assets;

     c. prepare and confirm plan of reorganization and disclosure
        statement; and

     d. review and audit claims, and any other legal services as
        may be required.

FWW will be paid based on the rates of its professionals:

           Attorneys                   Hourly Rate
           ---------                   -----------
        F. Scott Farleigh                 $375
        Mark R. Wada                      $370
        Richard Baroway                   $370
        Peter C. McKittrick               $360
        Valerie Athena Tomasi             $340
        Brian R. Witt                     $330
        David R. Ludwig                   $330
        Dean T. Sandow                    $330
        Kathryn P. Salyer                 $330
        Brad C. Stanford                  $325
        Karen E. Saul                     $315
        Laury H. Hennings                 $315
        Harold B. Scoggins, III           $310
        Paul Migchelbrink                 $305
        Tara J. Schleicher                $300
        Michelle M. Bertolino             $290
        Kimberly Hanks McGair             $275
        Jason M. Ayres                    $255
        Kelly R. Tilden                   $240
        Jeffrey A. Martin                 $240
        Christopher L. Parnell            $240
        Marisol Ricoy McAllister          $230
        Trish A. Walsh                    $200
        Melissa E. Beyer                  $190
        Eleanor A. DuBay                  $140

           Paralegals                  Hourly Rate
           ----------                  -----------
        Kathleen Biddle                   $135
        Olga Clouser                      $135
        Lillian Erwin                     $135
        Diane Fallon                      $135
        Deborah Lewis                     $135
        Susan McGonegal                   $135
        Armando Segura                    $135
        Bev Thomas                        $135

           Support Staff                   $60

Tara J. Schleicher, Esq., a shareholder in FWW, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection on December 29, 2010 (Bankr. D. Ore. Case
No. 10-67547).  The Debtor estimated its assets at $50 million to
$100 million and debts at $10 million to $50 million.


SHALAN ENTERPRISES: Can Sell West 56th Property to Rebecca Mahfar
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the sale of Shalan Enterprises, LLC's real property
commonly known as 230 West 56th Street, Unit 56D, New York, free
and clear of all liens and encumbrances, to Rebecca Mahfar for
$1,212,500.  The Debtor's case is substantively consolidated with
Alan Rapoport in Case No. 09-43499.  Mr. Rapoport is the manager
of Shalan Enterprises, LLC, and represents that his revocable
trust is the sole member of Shalan Enterprises, LLC.

The Debtor is authorized to pay a 5% commission to City-Habitats,
In., the real estate broker.

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.

The Debtor's case is substantively consolidated with Alan
Rapoport, the manager of the Debtor.  Mr. Rapoport filed for
Chapter 11 on November 30, 2009 (Bankr. C.D. Calif. Case No.
09-43499).

As reported in the Troubled Company Reporter on January 11, 2011,
creditors Perry And Rita Klein filed a plan of reorganization
and disclosure statement for Shalan Enterprises, LLC with the U.S.
Bankruptcy Court for the Central District of California.

The Plan calls for the appointment of a Plan Administrator.
The Plan proposes a three-year liquidation process of the
nonexempt property and requires Mr. Rapoport to devote all his
disposable income to the plan for five years.  The Allowed
Secured Claims will be paid as their collateral is liquidated with
excess proceeds being used to pay other Classes.  If not sooner,
the Allowed Unsecured Claims will start receiving disbursements
three years from Confirmation Date.


SHILO INN: Files Schedules of Assets and Liabilities
----------------------------------------------------
Shilo Inn, Diamond Bar LLC files with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $12,075,000
B. Personal Property            $1,099,142
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $10,172,197
E. Creditors Holding
    Unsecured Priority
    Claims                                           $14,813
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $340,025
                                -----------      -----------
       TOTAL                    $13,174,142      $10,527,036

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full -- service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.  It filed for Chapter 11 bankruptcy protection
on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60884).
David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP, serves as the Debtor's bankruptcy counsel.


SHILO INN: Final Cash Collateral Use Hearing Today
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will hold a final hearing at 1:30 p.m. on January 13, 2011, on the
emergency motion of Shilo Inn, Diamond Bar, LLC, to: (A) use cash
collateral of Cathay Bank; and (b) borrow money up to $100,000 on
a secured basis from Shilo Franchise International, LLC.

As reported in the Troubled Company Reporter on December 8, 2010,
Cathay Bank asserts a first priority security interest in the
Debtor's assets to secure an obligation in the amount of roughly
$4,652,856.  As adequate protection, Cathay Bank requests, inter
alia, replacement liens in the Debtor's post-petition assets,
adequate protection payments, and the right to receive regular
financial reports of the Debtor's operations.

                About Shilo Inn, Diamond Bar, LLC

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full-service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.  The Debtor filed for Chapter 11 bankruptcy
protection on November 29, 2010 (Bankr. C.D. Calif. Case No.
10-60884).  David B. Golubchik, Esq., at Levene, Neale, Bender,
Yoo & Brill LLP, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

On December 6, 2010, an affiliate of the Debtor, Shilo Inn,
Killeen, LLC, filed a separate petition for Chapter 11 (Bankr.
C.D. Calif. Case No. 10-62057).  The Debtor an Killeen are both
owned by Mark S. Hemstreet.


SHILO INN: Taps Levene Neale as Bankruptcy Counsel
--------------------------------------------------
Shilo Inn, Diamond Bar, LLC, asks the U.S. Bankruptcy Court for
the Central District of Utah for permission to employ Levene,
Neale, Bender, Yoo & Brill L.L.P. as its bankruptcy Counsel,
effective as of November 29, 2010.

Levene Neale will, among other things:

  a. advise the Debtor with regard to the requirements of the
     Bankruptcy Court, the Bankruptcy Code, Bankruptcy Rules and
     the Office of the United States Trustee as they pertain to
     the Debtor;

  b. advise the Debtor with regard to certain rights and remedies
     of its bankruptcy estate and the rights, claims and interests
     of creditors; and

  c. represent the Debtor in any proceeding or hearing in the
     Bankruptcy Court involving its estate unless the Debtor is
     represented in such proceeding or hearing by other special
     counsel.

During the one-year period prior to its Chapter 11 filing, the
Debtor paid the total sum of $51,039 to Levene Neale for legal
services in contemplation of the Debtor-affiliates Chapter 11
case, inclusive of the $1,039 Chapter 11 bankruptcy filing fee.
The Debtor says this amount was a capital contribution by Shilo
Management Corporation.  Levene Neale has not been paid any money
at any time other than the foregoing Retainer.

Postpetition, Levene Neale will bill the Debtor based on
the customary hourly rates of its professionals in effect on the
date services are rendered.

To the best of the Debtors' knowledge, Levene Neale is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

  David B. Golubchik, Esq.
  John-Patrick M. Fritz, Esq.
  LEVENE, NEALE, BENDER, YOO & BRILL, L.L.P.
  10250 Constellation Boulevard, Suite 1700
  Los Angeles, CA 90067
  Tel: (310) 229-1234

                About Shilo Inn, Diamond Bar, LLC

Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a
161 room full-service hotel located in Pomona, California,
pursuant to a franchise agreement with Shilo Franchise
International, LLC.

Shillo Inn, Diamond Bar filed for Chapter 11 bankruptcy protection
on November 29, 2010 (Bankr. C.D. Calif. Case No.
10-60884).  The Debtor estimated its assets and debts at
$10 million to $50 million.

On December 6, 2010, an affiliate of the Debtor, Shilo Inn,
Killeen, LLC, filed a separate petition for Chapter 11 (Bankr.
C.D. Calif. Case No. 10-62057).

Both entities are owned by Mark S. Hemstreet.


SHUBH HOTELS PITTSBURGH: Jan. 31 Hearing to Outline for Plans
-------------------------------------------------------------
The hearing to consider the disclosure statements to the dueling
proposals for Shubh Hotels Pittsburgh's Chapter 11 exit is set for
January 31.

Mortgage lender Carbon Capital II Real Estate CDO 2005-1, Ltd., is
challenging Shubh Hotels Pittsburgh, LLC's bankruptcy-exit plan
and has proposing its own sale-driven road map for the company's
Chapter 11 case.

Mortgage lender Carbon Capital II Real Estate CDO 2005-1 LTD and
loan administrator BlackRock Financial Management Inc. introduced
a Chapter 11 plan which calls for a sale of Shubh's assets, with
the lender itself kicking off bidding with a credit bid of up to
$52.6 million.

Shubh Hotels' proposed Chapter 11 plan generally will allow Dr.
Kiran Patel, as the owner of all the membership interests in the
Debtor, to retain and continue to operate the Hotel after Amended
Plan confirmation.  The plan provides for the payment over time of
the full amount of all creditors.

A copy of the disclosure statement, dated December 29, 2010,
explaining Carbon Capital Real Estate II's proposed Chapter 11
Plan for the Debtor is available for free at:

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

A copy of the disclosure statement dated December 28, 2010,
explaining the Debtor's First Amended Joint Plan of Reorganization
is available for free at:

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

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.


SHUBH HOTELS PITTSBURGH: Blackrock Financing Matures March 30
-------------------------------------------------------------
On December 21, 2010, the U.S. Bankruptcy Court for the Western
District of Pennsylvania entered its final order granting Shubh
Hotels Pittsburgh, LLC, permission to A) obtain Debtor in
Possession Financing from Carbon Capital II Real Estate CDO
2005-1, Ltd., and Blackrock Financial Management, as sub-servicer
for Carbon, in the maximum amount of $3.0 million, (B) use
Lender's cash collateral.

The maturity date of the post-petition advances will be March 30,
2011, or such later date as may be agreed upon by the Borrower and
the Lender.

The post-petition advances will be available solely for: (i)
payment of approved expenditures detailed in a budget to fund cash
shortfalls in the Cash Management Account or Estate Operating
Accounts; (ii) payment of any of the Professional Expense Carve
Out, (iii) U.S. Trustee Fees; and (iv) payment of the adequate
protection payments as described below.

As collateral, the DIP Lender is granted a senior, first position,
post-petition lien on the Pre-Petition Collateral and Post-
Petition Collateral.  Lender is also granted a superpriority
administrative claim (senior to any other superpriority
administrative claims).

As adequate protection for the Debtor's post-petition use of pre-
petition collateral, including cash collateral, Lender will
receive monthly adequate protection interest payments in the
minimum amount of the non-default rate of interest (1.613%) due on
the Pre-Petiton Loan.  As additional adequate protection, Lender
is granted an additional or replacement lien in the post-petition
collateral to the same extent and priority that existed on the
date the Debtor filed for bankruptcy.  As further adequate
protection, Lender will be granted, a superpriority administrative
claim to the the extent of any decrease in the value of the
Lender's interest in the pre-petition collateral.

The Lender's consent to the use of cash collateral will terminate
upon the occurrence of a Termination Event, which will occur on
the earlier of (i) the entry of a court order approving a sale of
substantially all assets of the Debtor; (ii) the Maturity Date;
(iii) the confirmation of a plan of organization; (iv) entry of a
final order on the Objection to Lender's Liens; or (v) an Event of
Default.

BlackRock became the Debtor's principal secured creditor by
purchasing the loan from its original holder, Column Financial,
Inc., and as of the Petition Date, Black Rock claimed total debt
of $49,600,000.  Blackrock claims a first lien on, and security
interest in, substantially all of the Debtor's real and personal
assets including cash and non-cash revenues from its hotel
operations (i.e. "Cash Collateral").

                  About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the City of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated
September 1, 2010.  The Debtor filed for Chapter 11 bankruptcy
protection on September 7, 2010 (Bankr. W.D. Pa. Case No.
10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and
attorneys at Rudov & Stein, P.C., serve as co-counsel.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.

As reported in the Troubled Company Reporter on January 5, 2011,
mortgage lender Carbon Capital II Real Estate CDO 2005-1, Ltd., is
challenging Shubh Hotels Pittsburgh, LLC's bankruptcy-exit plan
and is proposing its own sale-driven road map for the Company's
Chapter 11 case.

The plan from Carbon Capital and loan administrator BlackRock
Financial Management Inc. calls for a sale of Shubh's assets, with
the lender itself kicking off bidding with a credit bid of up to
$52.6 million.


SMURFIT STONE: Finance II Claim Disallowed by U.S. Bankr. Ct.
-------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon entered an opinion
January 10 disallowing a claim by Green Hunt Wedlake Inc., as the
Canadian Bankruptcy Trustee of Stone Container Finance Company of
Canada II, against Smurfit-Stone Container Corp.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of notes issued by a Canada II are the losers
in the ruling as other Smurfit creditors stand to receive the
stock that would have gone to the Canadian noteholders had they
prevailed.

Mr. Rochelle explains that Stone Container Finance Co. of Canada
II is an unlimited limited liability company under Canadian law.
Unlike ordinary corporations where owners have no liability for
company debt, the shareholders of an unlimited limited liability
company are liable for all of the company debt.  The indenture
governing the 7.375% notes issued by Finance II contained a
provision immunizing the owner Smurfit from liability.  Smurfit
nonetheless guaranteed the notes.  Mr. Rochelle recounts that
Finance II was to be one of the companies reorganized under the
Smurfit Chapter 11 plan.  When noteholders objected, Finance II
was dropped from the plan and its Chapter 11 petition was later
dismissed.  Meanwhile, Finance II went into bankruptcy in Canada,
and a trustee was appointed. The bankruptcy trustee for Finance II
filed a $222 million claim against Smurfit based on the company's
status as an unlimited limited liability corporation.

According to Mr. Rochelle, the Smurfit plan called for making
distributions to Finance II noteholders based on Smurfit's
guarantee.  The distributions were made, and Judge Shannon said in
his 25-page opinion that noteholders received new stock with an
estimated value equal to 70% on the notes. Judge Shannon denied
the allegedly separate claim by the trustee for Finance II.  He
based his ruling on the plain meaning of the note indenture
releasing any claims against Smurfit as shareholder.

Because he could dismiss the claim based solely on the indenture,
the judge didn't address a separate argument saying that
noteholders are entitled to only one recovery under bankruptcy
law.

Mr. Rochelle notes that a similar issue remains unresolved in the
Chapter 11 case of reorganized newsprint maker AbitibiBowater
Inc., where holders of Bowater's 7.95% notes are angling for a
double recovery.  Mr. Rochelle relates Kevin Starke, from
Stamford, Connecticut-based CRT Capital Group LLC, pointed out
that the Bowater indenture didn't contain a similar provision
absolving the parent-shareholder from liability.  The Bowater case
could be resolved based on arguments Judge Shannon didn't reach
regarding double recovery.

A copy of Judge Brendan Linehan Shannon's Jan. 10, 2011 Opinion is
available at http://is.gd/kASyIfrom Leagle.com.

Green Hunt Wedlake Inc., Trustee in Bankruptcy of Stone Container
Finance Co. of Canada II, is represented in the case by:

          Scott D. Cousins, Esq.
          Dennis A. Meloro, Esq.
          GREENBERG TRAURIG, LLP
          The Nemours Building
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Telephone: 302-661-7000
          Facsimile: 302-661-7360
          E-mail: cousinss@gtlaw.com
                  melorod@gtlaw.com

               - and -

          Bruce R. Zirinsky, Esq.
          Nancy A. Mitchell, Esq.
          GREENBERG TRAURIG, LLP
          MetLife Building
          200 Park Avenue
          New York, NY 10166
          Telephone: (212) 801-9200
          Facsimile: (212) 801-6400
          E-mail: zirinskyb@gtlaw.com
                  mitchelln@gtlaw.com

               - and -

          Joseph P. Davis III, Esq.
          GREENBERG TRAURIG, LLP
          One International Place
          Boston, MA 02110
          Telephone: 617-310-6000
          Facsimile: 617-310-6001
          E-mail: davisjo@gtlaw.com

Manufacturers and Traders Trust Co., as Indenture Trustee for the
7.375% Senior Notes, is represented by:

          Howard A. Cohen, Esq.
          DRINKER BIDDLE & REATH LLP
          1100 N. Market St.
          Wilmington, DE 19801-1254
          Telephone: (302) 467-4213
          Facsimile: (302) 467-4201
          E-mail: Howard.Cohen@dbr.com

               - and -

          Kristin K. Going, Esq.
          DRINKER BIDDLE & REATH LLP
          1500 K Street, N.W.
          Washington, DC 20005-1209
          Telephone: (202) 230-5177
          Facsimile: (202) 230-5377
          E-mail: Kristin.Going@dbr.com

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SMURFIT-STONE: Georgia-Pacific Cuts $38-Million Deal
----------------------------------------------------
Bankruptcy Law360 reports that Georgia-Pacific LLC has struck a
deal for a $38 million allowed unsecured claim in its suit
challenging Smurfit-Stone Container Enterprises Inc.'s rejection
of a linerboard supply agreement.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25%% of the New Smurfit-Stone
common stock pool will be distributed pro rata to the Company's
previous common stockholders.


SOMERSET PROPERTIES: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Somerset Properties SPE LLC files with the U.S. Bankruptcy Court
for the Eastern District of North Carolina its schedules of assets
and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $30,000,000
B. Personal Property            $6,496,015
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $28,252,895
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $572,626
                                -----------      -----------
       TOTAL                    $36,496,015      $28,825,521

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.


SOMERSET PROPERTIES: Can Continue Using Lenders' Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, in a second interim order dated December 23, 2010,
authorized Somerset Properties SPE, LLC, permission to use Rents
including Somerset's funds held by the Lenders, which Lenders
contend are their cash collateral, to pay for ordinary and
necessary expenses including utilities, payroll, and maintenance,
subject to a limit of $200,852 for the particular expense items
identified in a budget.

A 10% line item variance in the Budget will be allowed.

Lenders CSFB 2001-CP4 Bland Road, LLC, and CFSB 2001-CP4 Falls of
Neuse, LLC, claim to be North Carolina limited liability companies
created for and owned by a securitized trust (the "Trust") that
purchased the Loans from the original lender and to whom the Loans
were transferred and assigned by the Trust in anticipation of
foreclosure.  LNR Partners, LLC is the "Special Servicer" of the
Loans, and the non-owner manager and representative of CSFB-CP4
Bland Road, LLC, and CSFB-CPR Falls of Neuse, LLC in the Debtor's
Chapter 11 case.

The Lenders have not consented to Somerset's use of cash
collateral, and filed an opposition to the motion on November 16,
2010.

The Debtor believes that the Lenders are holding at least $903,000
of the Somerset's rents in lockbox accounts controlled by the
Lenders, and at least $376,000 in an escrow account.  The Lenders
say that the total amount of the funds held by them is less than
that contended by the Debtor.

The Debtor is not authorized to use cash collateral for legal fees
and expenses, management fees, or other professional fees of any
kind, absent court approval.

Lenders will immediately cause of $192,668.187 of cash collateral,
consisting of held funds, to be wired to the DIP account pursuant
to the Debtor's instructions.

As adequate protection for the use of cash collateral, Lenders are
granted liens in all of the Debtor's post-petition leases, rents,
royalties, revenue, income, and other benefits of the properties
to the same extent as they have in said collateral pre-petition.

The Debtor's use of cash collateral will terminate on the earliest
of: (i) the date the Debtors ceases operations of its business;
(ii) the non-compliance or default of the Debtors will any terms
of the cash collateral order; or (iii) another order concerning
cash collateral is entered, or (iv) dismissal or conversion of the
Debtor's Chapter 11 case to Chapter 7.

A final hearing on the motion will be held on January 18, 2011, at
1:30 p.m. in Raleigh, North Carolina.

                    About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six buildings in Raleigh, North Carolina.  The Debtor filed for
Chapter 11 relief on November 8, 2010 (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.


STAM LLC: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: Stam LLC
        162 East 63rd Street
        New York, NY 10065

Bankruptcy Case No.: 11-10090

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KJNash@Finkgold.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Hannibal Pictures, Inc.   Breach of              $0.00
c/o Moritt Hock Hamroff   Contract
& Horowitz
400 Garden City Plaza, Suite 202
Garden City, NY 11530

The petition was signed by Sonja Tremont-Morgan, manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sonja Tremont-Morgan                   10-16132   11/17/10


STATES INDUSTRIES: Court Confirms Chapter 11 Liquidating Plan
-------------------------------------------------------------
On January 7, 2011, the U.S. Bankruptcy Court for the District of
Oregon entered an order confirming the Plan of Liquidation of SI
Liquidation Co., formerly known as States Industries, Inc.

On the Effective Date of the Plan, all Assets of the Debtor will
be transferred and assigned to the SI Liquidation Co. Liquidating
Trust.  Thomas A. Huntsberger has been selected as the initial
Liquidating Trustee.  As the Liquidating Trustee, Mr. Huntsberger
will be responsible for liquidating all Assets transferred into
the Liquidating Trust by the Debtor.  This responsibility
includes, inter alia, pursuing all Causes of Action and Avoidance
Actions that the Liquidating Trustee believes to be in the best
interests of all Unsecured Claims with Allowed Claims, who are the
beneficiaries of the Liquidating Trust.

Pursuant to the Plan terms, Priority Vacation Pay Claims have been
assumed by, and will be fully satisfied by the Buyer, States
Industries, LLC, formerly known as Renwood States Lending, LLC.

General Unsecured Claims will be entitled to Period Distributions
from the Liquidating Trust until such time as all Allowed Claims
have been paid in full or the Liquidating Trust is terminated.
All Equity Interests will be canceled and become null and void and
the Holders of Equity Interests will not receive any distributions
under the Plan.

                      About States Industries

Eugene, Oregon-based States Industries, Inc., manufactures and
sells natural wood veneered panels to consumers in the form of
residential wall paneling.  States Industries also manufactures
and sells industrial panels to manufacturers of cabinets,
furniture, store fixtures and architectural interiors.  States
Industries' consumer products are sold through retail home
improvement stores.

States Industries filed for Chapter 11 bankruptcy protection on
August 24, 2010 (Bankr. D. Ore. Case No. 10-65148).  Brad T.
Summers, Esq., and Justin D. Leonard, Esq., who have an office in
Portland, Oregon, assist the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $20,615,286 in
total assets and $28,458,541 in total liabilities as of the
petition date.


SUN CONTROL: Files New List of 13 Largest Unsecured Creditors
-------------------------------------------------------------
Sun Control Systems, Inc., has filed with the U.S. Bankruptcy
Court for the District of Maryland a new list of its largest
unsecured creditors:

          Entity                                     Claim Amount
          ------                                     -------------
Spring Window Fashions, LLC                          $2,630,849.17
7549 Graber Road
Middletown, WI 53562

Tower Oaks Blvd., LLC                                $1,175,640.00
c/o David T. Buckingham, Esq.
3317 Landor Road
Raleigh, NC 27609

Internal Revenue Service                               $928,616.28
11510 Georgia Avenue
Wheaton, MD 20902

Pepco                                                  $256,601.00
200 West Gude Drive
Rockville, MD 20850

Company Penison Plan                                   $130,000.00
c/o Tim Pegler Pension Group

Oaks Plaza                                              $31,528.00

Virginia Dept. of Taxation                              $31,415.00

New Penn Motor Express Company                          $19,059.00

Cincinnati Insurance Company                            $12,042.00

Ash-Dar Enterprises                                      $7,040.00

Maryland Unemployment Insurance                          $6,504.11
Fund

Internal Revenue Service                                 $4,821.01

Richard D. Wilson                                        $4,252.59

DLLR                                                     $2,996.22

Verizon                                                  $1,442.51

Megpath Inc.                                             $1,424.23

United Parcel Service                                    $1,364.06

Copier Plus                                              $1,357.29

Caco, Inc. Window Fashions                               $1,157.55

Source 4                                                 $1,140.85

A copy of the Debtor's Amended list of 20 largest unsecured
creditors is available for free at:

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

                    About Sun Control Systems

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.  Richard H. Gins, Esq., at The Law Office of Richard H.
Gins, LLC, serves as bankruptcy counsel.  In its petition, the
Debtor listed $10 million to $50 million in both assets and debts.


SUPERIOR ACQUISITIONS: Files Schedules of Assets & Liabilities
--------------------------------------------------------------
Superior Acquisitions Inc. files with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $13,640,000
B. Personal Property              $249,530
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $14,866,437
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                                $0
                                -----------      -----------
       TOTAL                    $13,889,530      $14,866,437

Lakeport, California-based Superior Acquisitions, Inc., filed for
Chapter 11 bankruptcy protection on September 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  Michael C. Fallon, Esq.,
represents the Debtor in the Chapter 11 case.  The Debtor
estimated assets at $10 million to $50 million and debts at $1
million to $10 million in its Chapter 11 petition.


TAPATIO SPRINGS: Sec. 341(a) Meeting Set for Jan. 31
----------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Tapatio
Springs Real Estate Holdings, LP's creditors on January 31, 2011,
at 9:30 a.m.  The meeting will be held at San Antonio Room 333,
U.S. Post Office Building, 615 E. Houston Street, San Antonio, TX
78205.

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.

Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP,
filed for Chapter 11 bankruptcy protection on January 3, 2011
(Bankr. W.D. Tex. Case No. 11-50054).  Christopher J. Weber, Esq.,
at Christopher J. Weber, LLC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for Jan. 31
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Tapatio
Springs Development Company, Inc.'s creditors on January 31, 2011,
at 9:30 a.m.  The meeting will be held at San Antonio Room 333,
U.S. Post Office Building, 615 E. Houston Street, San Antonio, TX
78205.

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.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on January 3, 2011
(Bankr. W.D. Tex. Case No. 11-50050).  Christopher J. Weber, Esq.,
at Christopher J. Weber, LLC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.


TAYLOR BEAN: Challenges Servicing Lenders' Lien
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. started a
lawsuit against Sovereign Bank, as agent for servicing facility
lenders.  Taylor Bean, which has a Jan. 19 hearing for
confirmation of a Chapter 11 plan, contends that Sovereign only
has a security interest in servicing rights associated with
Federal Home Loan Mortgage Corp. and Government National Mortgage
Association.

According to the report, the lenders, who filed a secured claim
for $168.2 million, contend they also have a security interest in
servicing contracts with Wells Fargo Bank NA and Branch Banking &
Trust Co.  Taylor Bean challenges the agent's assertion that the
lien extends to interests in a hedging agreement not related to
the servicing contracts.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq. -- singerman@bergersingerman.com -- and Arthur J.
Spector, Esq. -- aspector@bergersingerman.com -- at Berger
Singerman PA, in Miami, Fla., represent the Committee.  BMC Group,
Inc., serves as the claims and noticing agent.


TELIGENT INC: Ch. 11 Trustee Battles K&L Gates in 2nd Circuit
-------------------------------------------------------------
Second Circuit judges on Tuesday questioned the grounds for the
Teligent Inc. bankruptcy trustee's legal attack on K&L Gates LLP
over its dealings involving a multimillion-dollar settlement
relating to an executive's departure from the telecom, Bankruptcy
Law360 reports.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represented the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it disclosed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.  Pursuant to the
confirmed Plan, Savage & Associates, P.C., serves as the
Unsecured Claims Estate Representative to pursue preference
litigation and other post-confirmation recovery actions.


TRANSWEST RESORT: US Trustee Forms Three-Member Creditors' Panel
----------------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
for Transwest Resort Properties Inc.

The members of the Committee are:

   a) Classic Prime Inc.
      Attn: Faith Boice
      4505 S. Country Club Road
      Tucson, Arizona 85714
      Tel: (520) 882-0285 x 203
      Fax: (520) 622-5459

   b) Marc's New West Design Interiors Inc.
      Attn: Marc Gerson
      2870 E. Skyline Drive #150
      Tucson, Arizona 85718
      Tel: (520) 322-0930
      Fax: (520) 795-3260

   c) Troon Golf LLC
      Attn: Jeff Hansen
      15044 N. Scottsdale Road #300
      Scottsdale, Arizona 85254
      Tel: (480) 477-0439
      Fax: (480) 477-0639

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Transwest Properties, Inc., acquired the Debtor and luxury resorts
the Westin La Paloma Resort and Country Club in a $270 million
leveraged stock purchase transaction that closed on December 5,
2007.  Transwest Partners brought $30 million cash to the
transaction.  The balance of the transaction was accomplished
through a $209 million mortgage loan secured by the Resorts, a
$21.5 million mezzanine loan, and a $10 million junior mezzanine
carry-back loan from the seller.  The Mortgage Loan is evidenced
by two promissory notes dated December 5, 2007 -- the A-1 Note in
the original principal amount of $105 million, and the A-2 Note in
the original principal amount of $104 million -- and executed on
behalf of each of the Property Entities as co-makers.  The
Mortgage Notes are secured by a Deed of Trust Assignment of Leases
and Rents, Security Agreement and Fixture Filing encumbering the
La Paloma Resort and by a Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing.

The original mortgage lender sold the Mortgage Notes into two
separate Commercial Mortgage Backed Securities Trusts.   The A-1
Note is owned by Wells Fargo Bank, NA, as trustee for J.P. Morgan
Chase Commercial Mortgage Securities Trust 2007-C1, and the A-2
Note is owned by Bank of America, N.A., as trustee for J.P. Morgan
Chase Commercial Mortgage Securities Trust 2008-C2.  Pursuant to
an intercreditor agreement, the trustee for the 2007-C1 CMBS Trust
is the beneficiary of the Arizona Deed of Trust and the South
Carolina Mortgage, and the collateral agent for the Mortgage
Lenders.  The Mortgage Loan is administered by a servicer-
presently LNR Partners, LLC, which took over special servicing of
the Mortgage Loan on June 1, 2010, from Midland Loan Services.

The Debtors said that the mortgage lenders will be adequately
protected by the continuing operating profits, by a replacement
lien in the receipts generated post-petition, by the new post-
petition cash management regime that transparently segregates
accumulating cash collateral, and by the improved operating
performance of the Resorts that result from the capital
expenditures.

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection on November 17, 2010 (Bankr. D.
Ariz. Case No. 10-37134).  Kasey C. Nye, Esq., at Quarles & Brady
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at up to $50,000 and debts at $10 million to
$50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.

Transwest Hilton Head Property estimated its assets at $10 million
to $50 million and debts at $100 million to $500 million.

Transwest Tucson Property estimated its assets at $50 million to
$100 million and debts at $100 million to $500 million.


TRIPEAK LLC: Files Schedules of Assets and Liabilities
------------------------------------------------------
TriPeak LLC delivered its summary of schedules of assets and
liabilities to the U.S. Bankruptcy Court for the Central District
of California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $25,730,000
  B. Personal Property                 3,715
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $28,542,321
  E. Creditors Holding
     Unsecured Priority
     Claims                                           109,966
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                    $25,733,715      $28,652,288

A full-text copy of the Summary of Schedules is available for free
at http://ResearchArchives.com/t/s?7207

                        About TriPeak, LLC

Monterey Park, California-based TriPeak, LLC, filed for Chapter 11
bankruptcy protection on November 29, 2010 (Bankr. C.D. Calif.
Case No. 10-60945).  Roseann Frazee, Esq., at Frazee/Laron, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.


TROLLEY TOURS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trolley Tours, Inc.
        P.O. Box 418
        Forked River, NJ 08731-0418

Bankruptcy Case No.: 11-10733

Chapter 11 Petition Date: January 11, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-10733.pdf

The petition was signed by Ronald Faillace, president.


TRONOX INC: Anadarko, Kerr-McGee Must Face Liability
----------------------------------------------------
Tiffany Kary at Bloomberg News reported that U.S. District Judge
Shira Scheindlin in Manhattan ruled last week that Anadarko
Petroleum Corp. and its Kerr-McGee Corp. unit must face some fraud
claims brought by Tronox Inc. shareholders over the chemical
maker's bankruptcy.  Judge Scheindlin denied Anadarko's motion to
throw out allegations that it was responsible for the actions of
Kerr-McGee, which served as its agent to control how Tronox
reported reserves for environmental cleanup costs.  She dismissed
claims that Anadarko's purchase of Kerr-McGee was a fraudulent
act.

Bloomberg recounts that Tronox shareholders sued Anadarko in July
2009, seeking unspecified damages over two transactions.  The
first split off Kerr-McGee's liabilities and chemicals business to
create the company that went public in 2006 as Tronox.  Anadarko
then bought Kerr-McGee's profitable oil and natural-gas business.
Tronox, based in Oklahoma City, filed for bankruptcy in 2009,
facing claims of as much as $10.5 billion from the U.S. for
environmental cleanup costs.  The Company's creditors and the
U.S. government also sued Anadarko and Kerr-McGee.

According to the report, Judge Scheindlin, in last week's order,
allowed and also partly denied requests by officers Luke Corbett,
Robert Wohleber and Gregory Pilcher to dismiss allegations of
fraud.

The case is In re Tronox Inc. Securities Litigation, 09-cv-6220
(S.D.N.Y.).

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of December
31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A
common stock and 22,889,431 outstanding shares of class B common
stock.


TUBO DE PASTEJE: Seeks Exclusivity Extension; Has Consensual Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tubo de Pasteje SA de CV and subsidiary Cambridge-Lee
Holdings Inc. for a third time are seeking an extension of the
exclusive right to propose a Chapter 11 plan.  If granted by the
bankruptcy judge at a Feb. 24 hearing, the new deadline would be
March 7.  The Company reports executing a "term sheet outlining
the terms of a consensual restructuring."  Tubo hopes the plan
will be filed in the "near term."

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions December 7, 2009 (Bankr. D. Del.
Case No. 09-14353) following a Nov. 15 payment default on
US$200 million in 11.5% senior notes due 2016.  Tubo and its
subsidiary sought bankruptcy protection when the 30-day grace
period was nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


TX BLACKHORSE: Files Schedules of Assets & Liabilities
------------------------------------------------------
TX Blackhorse, L.L.P., has filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $15,750,000
B. Personal Property                   $3,350,280
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $13,260,121
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                   $2,500
                                      -----------      -----------
      TOTAL                           $19,100,280      $13,262,621

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

Tempe, Arizona-based TX Blackhorse L.L.P. filed for Chapter 11
bankruptcy protection on December 29, 2010 (Bankr. S.D. Tex. Case
No. 10-80760).  Thomas Baker Greene, III, Esq., at the Law Office
of Thomas B. Greene III, serves as the Debtor's bankruptcy
counsel.


TX BLACKHORSE: Section 341(a) Meeting Scheduled for Feb. 3
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of TX
Blackhorse L.L.P.'s creditors on February 3, 2011, at 10:00 a.m.
The meeting will be held at Suite 3401, 515 Rusk Avenue, Houston,
TX 77002.

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

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

Tempe, Arizona-based TX Blackhorse L.L.P. filed for Chapter 11
bankruptcy protection on December 29, 2010 (Bankr. S.D. Tex. Case
No. 10-80760).  Thomas Baker Greene, III, Esq., at the Law Office
of Thomas B. Greene III, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$19,100,280 in total assets and $13,262,621 in total debts as of
the Petition Date.


UCI INT'L: Loan Revision Cues Moody's to Raise Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service raised the rating of UCI International,
Inc.'s proposed bank credit facility to Ba2.  In a related action
UCI's Corporate Family and Probability of Default ratings were
affirmed at B2, and the rating of UCI's new senior unsecured
notes was affirmed at B3.  This action follows the company's
announcement that it has revised the amount of the proposed senior
secured term loan to $300 million from $450 million and
correspondingly increased the amount of the proposed senior
unsecured notes to $400 million from $250 million subsequent to
the rating assignment in the Moody's press release dated
January 4, 2011.  The rating outlook remains stable.

The upgrade of the senior secured credit facilities incorporates
its smaller size compared to the amount rated on January 4, 2010
and the increase in debt junior to it, which improves the
facilities' recovery prospects under the LGD Methodology.  This
lower amount of senior secured debt offsets the corresponding
increased size of the proposed senior unsecured notes within the
new capital structure, resulting in the affirmation of the B3
rating for the notes.

The following ratings were raised:

UCI International, Inc.

-- New $75 million guaranteed senior secured revolving credit due
    2016, to Ba2 (LG2, 18%) from Ba3 (LGD2, 28%)

-- New $300 million guaranteed senior secured term loan due 2017,
    to Ba2 (LG2, 18%) from Ba3 (LGD2, 28%);

The following ratings were affirmed:

UCI International, Inc.

-- Corporate Family Rating, at B2;

-- Probability of Default Rating, at B2;

-- B3, (LGD5, 73%) to the new $400 million guaranteed senior
    unsecured notes due 2019.

-- Unguaranteed senior unsecured notes; at Caa1 (LGD5, 86%) --
    this rating will be withdrawn upon repayment.

United Components, Inc.

-- $75 million guaranteed senior secured revolving credit due
    2015, Ba3 (LGD2, 24%);

-- $425 million guaranteed senior secured term loan due 2017, Ba3
    (LGD2, 24%);

The bank credit facility ratings will be withdrawn upon
refinancing.

The last rating action for UCI was on January 4, 2011, when the
Corporate Family Rating was affirmed at B2 and the B3 rating was
assigned to the new senior unsecured notes.

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.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
aftermarket related, UCI also services customers within the
marine, mining, construction, agricultural, and industrial vehicle
markets.  Annual revenues in 2009 were approximately $885 million.
UCI is currently a portfolio company of The Carlyle Group.


ULTIMATE ESCAPES: Seeks April 18 Plan Exclusivity Extension
-----------------------------------------------------------
BankruptcyData.com reports that Ultimate Escapes Holdings 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 18, 2011 and June 17, 2011, respectively.

                       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: Cancels Cash Offer for Notes After Financing Fails
-------------------------------------------------------------
Unifi, Inc. announced that it has terminated its cash tender offer
for any and all of its outstanding 11 1/2% Senior Secured Notes
due 2014 and its related consent solicitation of holders of the
Notes to authorize the elimination of most of the restrictive
covenants and certain of the events of default contained in the
indenture governing the Notes and the release of the security for
the Notes.  The Tender Offer and Consent Solicitation were made
pursuant to the Company's Offer to Purchase and Consent
Solicitation Statement, dated December 28, 2010 and the related
Letter of Transmittal and Consent.

The Tender Offer and Consent Solicitation were conditioned upon
the satisfaction or waiver of certain conditions, including, among
others, a financing condition that the Company receive proceeds of
at least $140.0 million from a debt financing on terms
satisfactory to the Company.  The Company has determined that this
condition will not be met and is therefore terminating the Tender
Offer and Consent Solicitation.  The Company has reviewed current
conditions in the debt capital markets and determined that the
savings generated from such financing would not be sufficient to
offset the costs of such transaction.  The Company therefore has
decided against proceeding with the debt financing.  Neither the
total consideration nor the tender consideration will be paid or
become payable to the holders of the Notes who validly tendered
their Notes in connection with the Tender Offer.  None of the
Notes will be accepted for purchase or purchased in the Tender
Offer and any Notes previously tendered and not withdrawn will be
promptly returned to their respective holders.

The exclusive dealer manager for the Tender Offer and solicitation
agent for the Consent Solicitation was J.P. Morgan Securities LLC
((800) 245-8812 (toll-free) and (212) 270-1200 (collect)).  The
depositary and information agent for the Tender Offer and Consent
Solicitation was D.F. King & Co., Inc.  Holders of Notes with
questions regarding the termination of the Tender Offer and
Consent Solicitation may call the information agent, D.F. King &
Co., Inc, toll-free at (800) 769-7666.

The Company also announced that it is calling for redemption on
February 16, 2011 an aggregate principal amount of $30 million of
the Notes in accordance with the Indenture.  Pursuant to the terms
of the Indenture, the redemption price for the Notes will be
105.75% of the principal amount of the redeemed Notes, plus
accrued and unpaid interest.  Following completion of the
redemption, the aggregate principal amount of the Notes that will
remain outstanding will be $133.7 million.

A formal notice of redemption will be sent separately to the
holders of the Notes, in accordance with the terms of the
Indenture.  The Company plans to finance this redemption using
borrowings under its existing secured asset-based revolving credit
facility and cash on hand.  As of January 11, 2011, the Company
has no outstanding borrowings under the revolving credit facility
and approximately $82 million of availability.  This redemption is
expected to result in a one-time, pre-tax charge for early
extinguishment of debt in the Company's fiscal 2011 third quarter
of $2.2 million or about $0.11 per share.  The one-time charge for
the $30 million redemption will be made up of a $0.5 million non-
cash charge related to the write-off of the unamortized debt
issuance costs and $1.7 million of call premiums.

                            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 stockholders' 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 COMMUNICATIONS: Fitch Gives 'CCC/RR6' to $315 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to Univision
Communications' $315 million notes offering, which is an add-on to
the $500 million 8.5% senior unsecured notes maturing May 2021
that were issued in November 2010.  Fitch currently has a 'B'
Issuer Default Rating for Univision.  The Rating Outlook is
Stable.

Fitch expects the proceeds of the issuance will be used to fund
the repayment of the remaining 9.75%/10.50% senior paid-in-kind
(PIK) Fitch estimates that after the completion of 1) the
recently announced $1.005 billion tender offer which will be
funded with the proceeds from the $1.125 billion subordinated
convertible debentures issued to Grupo Televisa; and 2) the
$460 million tender in December 2010 that was funded with the
original $500 million notes issuance, there are approximately
$284 million of PIK notes outstanding.  Fitch estimates that
altogether these transactions will reduce total annual interest
expense by almost $100 million, although cash interest expense
will increase relative to 2010 as Univision had recently opted
to PIK the interest on the toggle notes.

The notes will be guaranteed by all of the company's direct and
indirect wholly owned domestic subsidiaries which guarantee the
senior secured credit facilities and the existing senior unsecured
notes.  The notes are not callable until November 2015, there is a
35% equity claw-back option with the proceeds of an equity
offering until November 2013, and there is a 101% change of
control provision.  Additionally, the proceeds of any asset sales
that are not reinvested or used to buy back secured debt must be
used to repay the notes.

Since the recent extension of its Program License Agreement with
Grupo Televisa to 2025 from 2017, Univision has experienced
significantly improved access to capital, and the company has
taken several steps to improve its capital structure.  Fitch
expects the company to delever moderately over the next several
years via EBITDA growth and modest free cash flow generation, and
that it will be well positioned to refinance its bank debt
maturities.  After the recent amend and extend transaction, Fitch
estimates that Univision now faces approximately $1.7 billion of
maturities in 2014, which the company will likely be able to
address with a combination of bond issuance and free cash flow.
The significant maturity wall is now in 2017, providing a much
larger cushion for Univision to strengthen its operating and
credit profile.

Fitch believes that the private equity owners and the secured
lenders remain motivated to facilitate Univision's long-term
viability, as refinancing an improved operating and credit profile
will provide more value than bankruptcy/debt restructuring.
Underpinning this position is Fitch's view that the company will
be able to delever to a range of 7 times (x) to 9x total leverage,
or 5x-7x on a secured basis by the 2017 maturity.

The ratings incorporate Fitch's favorable outlook on the U.S.
Hispanic broadcasting industry, given expectations for continued
growth in size and spending power of this demographic.  Univision
benefits from a leading market position, with duopoly television
and radio stations in most of the top Hispanic markets, and a
national overlay of broadcast and cable networks.  Fitch expects
mid-single-digit revenue growth and low/mid-teens EBITDA growth in
2010, driven by an improvement in advertising revenue, growth in
high-margin retransmission fees, and the positive operating
leverage embedded in the broadcasting business.  Fitch's positive
view extends through the intermediate term, and as a result
Univision's capital structure is expected to further improve over
the next several years.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  At Sept. 30, 2010 liquidity
consisted of $328 million of cash and $120 million available under
the $300 million accounts receivable securitization facility, of
which $45 million expires in March 2012 and $255 million expires
in December 2013.  Fitch believes that amortization and cash
interest expense will be easily covered by internal cash
generation.  Fitch expects that going forward, annual free cash
flow should approximate $300 million, a significant improvement
from recent years.  As mentioned, cash interest will be higher in
2011; however, repayment of the PIK notes reduces estimated outer-
year interest expense.  Fitch anticipates that free cash flow will
be used primarily for debt reduction.

Fitch estimates that pro forma for all of the previously announced
transactions, which occurred subsequent to the end of the
company's fiscal third-quarter 2010, Univision had total debt of
$10.4 billion, which consisted primarily of:

-- $6.6 billion senior secured term loan facility, $1.1 billion
    of which is due September 2014 and $5.5 billion which is due
    March 2017;

-- $577 million outstanding under the revolving credit facility,
    of which $54 million is due March 2014, $409 million is due
    March 2016, and $137 million was termed out to March 2017;

-- $514 million accreted value ($545 million face value) 12%
    senior secured notes due July 2014;

-- $750 million 7.875% senior secured notes due 2020;

-- $1.125 billion 1.5% subordinated convertible debentures issued
    to Grupo Televisa, due 2025;

-- $815 million 8.5% senior unsecured notes due 2021;

-- $180 million outstanding under the A/R securitization
    facility, due December 2013.

Fitch's existing ratings for Univision are as follows:

-- IDR 'B';
-- Senior secured 'B+/RR3';
-- Senior unsecured 'CCC/RR6'.


UNIVISON COMMUNICATIONS: Moody's Assigns 'Caa2' to $315MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Univision
Communications, Inc.'s proposed $315 million add-on to its
existing $500 million 8.5% senior unsecured notes due 2021.
Univision plans to utilize the net proceeds from the offering to
fund a redemption for any of the $1.29 billion 9.75% cash/10.5%
PIK senior toggle notes due March 2015 remaining outstanding
following completion of its tender offer announced on December 22,
2010, for $1,005 million of the 2015 Toggle Notes.  The
December 22 tender offer is being funded from the $1.2 billion
investment made in Univision by Grupo Televisa, S.A.B. in
December.  Univision's B3 Corporate Family Rating, B3 Probability
of Default Rating, SGL-3 speculative-grade liquidity rating and
stable rating outlook are not affected.  Loss given default
assessments and point estimates were updated to reflect the
proposed note offering and the expected retirement of the
remaining 2015 Toggle Notes.

LGD Updates:

Issuer: Univision Communications, Inc.

* Senior Secured Bank Credit Facility, Changed to LGD3 - 40% from
   LGD3 - 41% (no change to B2 rating)

* Senior Secured Notes, Changed to LGD3 - 40% from LGD3 - 41% (no
   change to B2 rating)

* Senior Unsecured Notes, Changed to LGD5 - 88% from LGD6 - 92%
   (no change to Caa2 rating)

The offering favorably extends the company's maturity profile and
reduces total interest expense.  The cash interest run rate will
initially increase as Univision has been electing to pay-in-kind
the interest on the 2015 Toggle Notes.  The increase in cash
interest was already factored into the ratings as Moody's
anticipated Univision would retire the 2015 Toggle Notes during
2011 or otherwise pay the interest in cash beginning in September
2011.  Moody's estimates Univision will have approximately
$1.66 billion of remaining 2014 maturities if all of the 2015
Toggle Notes are retired.

The terms of the proposed add-on are the same as the existing
$500 million tranche issued in November 2010.  The notes are
guaranteed by all of Univision's domestic operating subsidiaries
that guarantee its senior secured credit facility.  The Caa2
rating and LGD5-88% assessment on the proposed senior unsecured
notes reflect their effective subordination to the material amount
of secured debt.  The notes would likely absorb significant loss
in the event of a default, but are structurally senior to the
debentures issued by Broadcasting Media Partners, Inc. to
Televisa.  The rating on the 2015 Toggle Notes will be withdrawn
once the bonds are redeemed.

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the United States and good
intermediate-term growth prospects tempered by its very high
leverage, vulnerability to cyclical advertising and high
refinancing risk associated with 2014-2017 debt maturities,
although recent refinancing transactions have alleviated this
concern to some extent.  Growth prospects supported by Hispanic
demographic trends, as well as the market position and strong
operating margins support Univision's unlevered cash flow
generation.  The risk of a restructuring of its highly leveraged
balance sheet nevertheless remains elevated, particularly if
economic conditions were to weaken.

The stable rating outlook reflects Moody's expectation that
Univision will be able to meet its debt service while steadily de-
leveraging over the next two years.

A deterioration in liquidity including an inability to sustain
positive free cash flow, a decline in projected covenant cushion,
heightened concern that maturities cannot be refinanced, renewed
economic weakness, or heightened risk of a discounted debt
repurchase or other restructuring, could result in a downgrade.
The ratings will also be vulnerable to a downgrade as long as
debt-to-EBITDA is above 10x, although a downgrade may not occur
if the company has adequate liquidity given the potential for
meaningful de-levering during economic expansions.

Good operating execution or an equity offering that leads to
consistent free cash flow generation and debt reduction, debt-to-
EBITDA sustained below 8.5x and free cash flow exceeding 3% of
debt could position the company for an upgrade.  A good liquidity
position including a high degree of confidence that Univision can
refinance its maturities and maintain access to Televisa's
programming would be necessary for an upgrade.

The last rating action was on October 6, 2010, when Moody's
changed Univision's rating outlook to stable from negative.
On November 9, 2010, Moody's assigned a Caa2 to Univision's
$500 million 8.5% senior unsecured notes due 2021.

The principal methodologies used in this rating were Global
Broadcast Industry published in June 2008, Global Standard
Adjustments in the Analysis of Financial Statements for Non-
Financial Corporations - Part I, published in February 2006, and
Probability of Default Ratings and Loss Given Default Assessments
Methodology published in June 2009.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States. Revenue for the LTM
ended September 30, 2010 was approximately $2.2 billion.


USEC INC: Agrees to Swap 6.9MM Common Stock With $45MM Notes
------------------------------------------------------------
On January 10, 2011, USEC Inc. entered into an exchange agreement
with an existing holder of the Company's 3.0% Convertible Senior
Notes due 2014 whereby the Company agreed to issue 6,952,500
shares of the Company's common stock, par value $.10 per share,
and deliver cash for any accrued but unpaid interest on the Notes,
in exchange for a principal amount of $45 million held by the
holder of the Notes.  The transaction contemplated by the exchange
agreement is scheduled to close on January 14, 2011.

The issuance of Common Stock in connection with the exchange
agreement will be made pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended, contained in Section 3(a)(9) of the Securities Act, on
the basis that the exchange constitutes an exchange with an
existing holder exclusively where no commission or other
remuneration is paid or given directly or indirectly for
soliciting such exchange.  The Company may, from time to time,
conduct exchanges for additional Notes.

The Company clarifies that the current report on Form 8-K does not
constitute an offer to exchange the Notes or other securities of
the Company for Common Stock or other securities of the Company.

                       About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Sept. 30, 2010, showed
$3.70 billion in total assets, $1.20 billion in total current
liabilities, $558.7 million in total other long-term liabilities,
and stockholders' equity of $1.29 million.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VERSACOLD INT'L: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Vancouver-based Versacold International Corp. to
'BB-' from 'B'. The outlook is stable.

At the same time, Standard & Poor's withdrew its issue-level and
recovery ratings on the Company's senior secured debt, which
comprises a C$410 million first-lien bank debt (including a
C$50 million revolver) and a C$179 million second-lien bank debt,
given their repayment. Subsequently, S&P withdrew S&P's 'BB-'
long-term corporate credit rating on Versacold upon the Company's
request.

"The upgrade and corresponding rating actions follow Versacold's
sale of its non-Canadian assets and operations to U.S.-based
Americold Realty Trust on Dec. 15, 2010, following which the
Company has fully repaid its debt outstanding and meaningfully
improved its balance sheet and liquidity," said Standard & Poor's
credit analyst Madhav Hari.

Following the sale of the Company's non-Canadian assets and
operations, Versacold will emerge as Canada's largest public
refrigerated warehousing and logistics Company, with 41 sites
coast-to-coast, 120 million cubic feet of storage capacity, and a
comprehensive transportation network.  Although the smaller scale
and reduced geographical and customer diversity following the
asset sale modestly weakens our "fair" view of the Company's pro
forma business risk profile, Versacold's financial risk profile
has improved substantially, in our opinion.  On a pro forma basis,
we expect the Company to have only nominal pro forma adjusted debt
(composed primarily of operating and capital leases) in relation
to pro forma EBITDA and to have a meaningfully improved liquidity
position.  S&P believes Versacold's improved pro forma balance
sheet would allow it to invest in its operations and potentially
improve its market position.  Nevertheless, the ratings are
somewhat constrained by limited operational and financial
information for the remaining (Canadian) operations as well as
uncertainty regarding the Company's future strategy and financial
policies.


VERSO PAPER: Moody's Rates Proposed $360MM 2nd Lien Notes at 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Verso Paper
Holdings LLC's proposed $360 million of second-lien notes due
2019.  The rating outlook is stable.  The net proceeds from the
notes offering will be used to pay for the cash tender offer for
Verso's outstanding 9-1/8% second-lien notes due 2014.  The new
notes and related guarantees are secured by the same collateral as
Verso's existing second-lien notes.

Verso's B2 corporate family rating primarily reflects the
company's vertically integrated relatively low cost asset base and
its scale as the second largest producer of coated papers in North
America.  The rating also incorporates Moody's expectation that
recent pricing and demand improvements in the North American
coated paper industry, coupled with realizations under the
company's cost reduction programs, will allow Verso to generate
credit protection measures that are consistent with its B2 rating.
Key credit challenges include the company's significant debt load
and its narrow product and geographic focus.

The stable rating outlook reflects the expectation that improving
industry fundamentals will allow the company to improve its
operating and financial performance and generate credit protection
measures appropriate for its current rating.

Assignments:

Issuer: Verso Paper Holdings LLC

-- Senior Secured Regular Bond/Debenture, Assigned a range of 57
    - LGD4 to B2

Moody's last rating action was on April 14, 2010, when we revised
Verso's ratings outlook to stable from negative.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry rating methodology published in
September 2009.

Verso Paper Finance Holdings LLC is a holding company whose sole
asset is an indirect, wholly-owned interest in Verso Paper, a
Memphis, Tennessee-based integrated producer of coated and
supercalendered publication papers.  In turn, Verso Finance is a
wholly-owned subsidiary of Verso Paper Corporation, the publicly
traded entity.  Verso is the second largest coated paper producer
in North America and operates 11 paper machines at four mills with
total paper production capacity of approximately 1.8 million tons.


VITRO SAB: Bondholders Seek Talks After Judge's Ruling
------------------------------------------------------
Thomas Black at Bloomberg News reports that Thomas Lauria, who
represents holders of US$735 million in defaulted bonds, said
creditors of Vitro, S.A.B. de C.V., are urging the company to
renew talks after a judge rejected the company's bankruptcy.

As reported in the Troubled Company Reporter-Latin America on
January 12, 2011, Bloomberg News said that Vitro SAB 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.

"This ruling signals to Vitro and its controlling shareholders
that they need to promptly engage our group," Mr. Lauria, a Miami-
based partner at White & Case LLP, said in an e-mail obtained by
Bloomberg.  "This is something they had to this point resisted
doing in the hopes that they could use intercompany claims to cram
down a nonconsensual restructuring," he added.

Vitro SAB will file an appeal to the judge's decision within days,
Claudio del Valle, chief of Vitro's debt restructuring, told the
company in an interview.  The appeal may take one to three months,
he added.  "This ruling doesn't change our plan in any way,"
Bloomberg quoted Mr. Del Valle as saying.  "We're convinced that
our plan follows the law and the law will prevail at the end of
the day," he added.

Bloomberg notes that Mr. Lauria said creditors want to be paid
full face value of the bonds or receive equity to make up for a
writedown of debt.  "We think the company has sufficient income-
generating power to provide a full recovery to the notes,"
Bloomberg quoted Mr. Lauria as saying.

Vitro said it obtained support for its bankruptcy plan from third-
party creditors holding more than US$500 million of the defaulted
debt, Bloomberg discloses.  The report relates Mr. Del Valle said
that the four bondholders that filed the involuntary bankruptcy
hold about US$75 million of bonds.  The bondholders' group hasn't
proved its claim that it represents more than US$700 million of
bonds, he added.

                        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.


WARNER MUSIC: Cameron Strang Does Not Own Any Securities
--------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 10, 2011, Cameron Strang, CEO at Warner Chappell,
disclosed that he does not own any securities of Warner Music
Group Corp.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at June 30, 2010, showed $3.65 billion
in total assets, $3.82 billion in total liabilities, and
a stockholders' deficit of $174 million.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on $250MM Pref. Shares
------------------------------------------------------------------
Fitch Ratings has affirmed all Issuer Default Ratings, debt
and Insurer Financial Strength ratings for White Mountains
Insurance Group, Ltd., and its holding company subsidiaries and
property/casualty insurance subsidiaries, including OneBeacon
Insurance Group, Ltd.'s subsidiaries and White Mountains Re Group,
Ltd., and its subsidiaries.

Fitch's rating rationale for the affirmation of White Mountains'
ratings reflects the company's solid capitalization, reduced
financial leverage and disciplined underwriting approach.  The
ratings also reflect the company's sizable levels of run-off
reserves and asbestos and environmental (A&E) exposure and
strategy of continually evaluating the best use of its financial
resources and actively managing and deploying its capital with an
opportunistic approach.

White Mountains has maintained its capital position thus far
in 2010, with common shareholders' equity of $3.7 billion
at Sept. 30, 2010, up 0.3% from year-end 2009, following a
significant 26% increase in full year 2009.  This reduced
level of capital growth was driven by lower levels of earnings
as White Mountains posted only slight net income of $14 million
through the first nine months of 2010, compared with net income
of $370 million for the first nine months of 2009.  The earnings
decline is due to higher catastrophe losses in the first nine
months of 2010 and reduced levels of net realized and unrealized
investment gains included in earnings in the first nine months of
2010, following the recovery of credit and investment markets in
2009.

OneBeacon posted a combined ratio of 102% for the first nine
months of 2010, which included 3 points of favorable loss reserve
development and 4 points of catastrophe losses primarily from
Northeastern U.S. storms early in 2010, of which the majority
related to runoff nonspecialty commercial lines business and
personal lines business subsequently sold to Tower Group, Inc. on
July 1, 2010.  White Mountains Re also posted a 102% combined
ratio, which included 28 points of catastrophe losses, primarily
from the Chilean earthquake, and 4 points of favorable loss
reserve development.

White Mountains' debt-to-total-capital ratio of 16.1% at Sept. 30,
2010 is down from 19.5% at Dec. 31, 2009, driven by $232 million
in total debt reduction from repayments and repurchases of
outstanding debt, including approximately $187 million of
OneBeacon senior notes, partially offset by $178 million of common
share repurchases.

Key rating drivers that could lead to a downgrade include
significant adverse loss reserve development, future earnings that
are significantly below industry levels, sizable deterioration in
insurance subsidiary capitalization, failure to maintain
underwriting discipline in the competitive market rate
environment, debt-to-total capital maintained above 30% and
additional A&E losses for OneBeacon significantly above the
remaining $320 million available limit under the $2.5 billion
National Indemnity Company cover.

Key rating drivers that could lead to an upgrade include
improvement in operating results in line with higher rated peers,
overall flat to favorable loss reserve development, debt-to-total
capital maintained below 20% and improvement in insurance
subsidiary capitalization.

Fitch affirms these ratings with a Stable Rating Outlook:

White Mountains Insurance Group, Ltd.

-- Issuer Default Rating (IDR) at 'BBB+'.

OneBeacon U.S. Holdings, Inc.

-- IDR at 'BBB+';
-- $420 million 5.875% due May 15, 2013 at 'BBB'.

White Mountains Re Group, Ltd.

-- IDR at 'BBB+';
-- $400 million 6.375% due March 20, 2017 at 'BBB';
-- $250 million perpetual non-cumulative preference shares at
    'BB+'.


WINDSOR QUALITY: Moody's Rates Proposed $450MM Facility at 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Windsor
Quality Food Company LLC's proposed $450 million senior secured
credit facilities and affirmed all other existing ratings,
including the B1 corporate family rating.  The rating outlook is
positive reflecting Moody's expectation that Windsor will be
conservatively capitalized for the rating following its
acquisition of Discovery Foods Holding Corp. and that it should
benefit from increased scale and improved product and channel
diversification.

Proceeds from the proposed facilities are expected to fund
Windsor's acquisition of Discovery, refinance existing debt and
pay related transaction fees.

The following ratings have been assigned:

-- B1 (LGD3, 37%) to the $60 million senior secured revolving
    credit facility due 2015;

-- B1 (LGD3, 37%) to the $140 million senior secured term loan A
    due 2015; and

-- B1 (LGD3, 37%) to the $250 million senior secured term loan B
    due 2016.

The following ratings were affirmed:

-- B1 corporate family rating;

-- B2 probability of default rating;

-- B1 (LGD3, 37%) on the $100 million senior secured revolver due
    2011; and

-- B1 (LGD3, 37%) on the $127 million senior secured term loan
    due 2012.

The ratings on the proposed credit facilities have been assigned
subject to review of final documentation.  The ratings on the
existing credit facilities will be withdrawn upon completion of
the proposed refinancing.

The B1 rating reflects Windsor's modest post-acquisition leverage,
adequate liquidity profile and the heightened integration risk
following the completion of Windsor's acquisition of Discovery.
The acquisition of Discovery, a manufacturer of Asian-branded
frozen foods, is viewed positively as it is expected to expand
Windsor's exposure to the growing Asian frozen food category,
positively impact its customer diversity, and create cross selling
opportunities for both businesses.  However, Moody's believes that
the category is experiencing increased promotional spending due to
increasing competition, particularly in single serve entrees, and
that Windsor's ability to maintain its profitability is key to its
successful integration.

Further, the rating reflects Moody's view that free cash flow
could be pressured in a rising commodity environment given its
high term loan amortization requirements.  However, this concern
is largely tempered by Moody's expectation that Windsor will
maintain ample access to its revolving credit facility.

The B1 rating assigned to the senior secured revolver and term
loans reflect their first lien security interest in the assets of
Windsor and its subsidiaries, upstream and downstream guarantees
and their size in relation to Windsor's capital structure.  The
facilities are also expected to require compliance with a maximum
total leverage and minimum debt service coverage ratio.  Further,
the ratings reflect an expected family recovery rate of 65% and a
PDR of B2.

Upwards rating momentum could build following the successful
integration of Discovery, demonstration of the sustainability of
its operating margins, and improvement in cash flow generation.
Maintenance of leverage below 4.5x and FCF-to-Debt metrics above
5% would be supportive of an upgrade.  Ratings stabilization could
arise if margins were pressured by the ineffective integration of
the acquisition, increased promotional spending, or rising
commodity costs whereby EBITA margins fell below 8% and leverage
rose above 5.0x.

The last rating action on Windsor was the July 27, 2009 change in
outlook to positive from stable.

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.

Windsor, headquartered in Houston, Texas, is a manufacturer of
branded and private label frozen foods to the foodservice, retail
grocery and club, national account and industrial segments of the
food industry.  Net revenues for the twelve months ended
October 2, 2010, were $611 million.


WINDSTREAM CORP: Moody's Gives 'Ba3' to $700-Mil. Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Windstream
Corporation's proposed extension of $200 million to the existing
$500 million in senior unsecured notes due 2020.  The company
expects to use the net proceeds primarily to fund the tender of
the company's existing $400 million senior unsecured Valor
Telecommunications Enterprises notes due 2015.  In addition, the
Company will draw $200 million on its senior secured revolver to
tender the remaining $200 million Valor notes.  Moody's expects
Windstream to maintain its very good liquidity, driven by healthy
cash flow from operations.

Assignments:

Issuer: Windstream Corporation

* US$700M Senior Unsecured Regular Bond/Debenture, Assigned Ba3,
   LGD4 -- 69%

* Outlook -- Stable

Overall, the Company's liquidity rating continues to reflect the
strength and predictability of internal cash generation
capabilities, expectations of measured use of the revolving credit
facilities, and sufficient cushion with respect to financial
maintenance covenants associated with its credit facilities.
Although the company contributes a substantial portion of free
cash flow to dividends, the company has generated cash flow from
operations in excess of $1 billion for the past two years, well in
excess of working capital needs, and capital expenditures.
Moody's expects the company to maintain strong, albeit modestly
declining cash flow from operations for the next twelve months
ending September 30, 2011.  The company's debt maturities through
year-end 2011 are modest at about $150 million.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2007, and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Moody's most recent rating action for Windstream was on
November 23, 2010.  At that time, Moody's raised Windstream's
Speculative Grade Liquidity rating from SGL-2 to SGL-1.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 29 states and generated over
$4 billion in annual revenues pro forma for recent acquisitions.


WINDSTREAM CORP: S&P Maintains B+ Rating on $200MM Tack-On Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' issue-level
rating on Windstream Corp.'s senior notes due 2020 remain
unchanged after the company's proposed $200 million tack-on to be
issued under rule 144A with registration rights.  The recovery
rating on this debt remains at '5', which indicates S&P's
expectation for modest (10%-30%) recovery in the event of payment
default.

The company plans to use proceeds from the notes, coupled with
$200 million drawn from the revolving credit facility, to redeem
the $400 million outstanding principal amount of senior secured
notes at wholly owned subsidiaries Valor Telecommunications
Enterprises LLC and Valor Telecommunications Enterprises Finance
Corp. through a tender offer.  Windstream's pro forma leverage,
which includes recently announced acquisitions, will not change as
a result of this transaction since proceeds will be used for debt
repayment.  However, S&P expects the refinancing to modestly
improve its maturity profile.

The 'BB-' corporate credit rating on Little Rock, Ark.-based
telecommunications provider Windstream is unchanged.  The outlook
is stable.

The ratings reflect an aggressive shareholder-oriented financial
policy with a commitment to a substantial common dividend, which
limits potential debt reduction; an aggressive acquisition
strategy; competition from wireless substitution and cable
telephony, which has resulted in access-line losses and margin
pressure; and declining revenues from its mature local telephone
business.

Tempering factors include the company's favorable market position
as the leading provider of local and long-distance
telecommunications services in less competitive and geographically
diverse secondary and tertiary markets, growth from digital
subscriber line services, still-healthy EBITDA margins, and S&P's
expectation for solid free operating cash flow.

                           Ratings List

Windstream Corp.
Corporate Credit Rating         BB-/Stable/--
Senior notes due 2020           B+
   Recovery Rating               5


WORKFLOW MANAGEMENT: Disclosure Statement Hearing Today
-------------------------------------------------------
Michael Bathon at Bloomberg News reported last week that Workflow
Management Inc. filed a new plan to reorganize by selling its
assets to a company set up by one of its lenders.  Workflow
reached an agreement with Silver Point Finance LLC after a
bankruptcy judge in Norfolk, Virginia, preliminarily denied the
lender's request to terminate Workflow's control over the case.

According to the report, the Plan would allow Workflow to reduce
debt by more than $170 million.  Workflow would eliminate more
than $50 million in secured debt, more than $95 million in
unsecured holding company debt, and more than $76 million in non-
holding company unsecured debt.

Under the new Plan, Workflow would sell virtually all of its
assets to the newly formed company for new notes, plus cash to pay
administrative costs and fund a trust for unsecured creditors.
Second-priority lenders would get 58.5% of the equity.  Perseus
LLC, Workflow's current owner, would receive the remaining 41.5%
for a $12.5 million capital infusion.

Creditor recoveries would be;

   * Lenders with a first priority of repayment, owed about
     $141.5 million, would get $141.5 million in new notes with
     the same security on the buyer's assets.

   * Second-priority lenders owed about $196.5 million, which
     have Silver Point as agent, would be allowed a $170 million
     secured claim and a $26.5 million unsecured claim.  They
     would get $140 million in new notes with the same security
     they currently hold, as well as preferred-equity interests
     valued at about $30 million.

   * Unsecured creditors would share a $1 million fund.

U.S. Bankruptcy Judge Stephen C. St. John is scheduled to consider
approval of Workflow's disclosure statement at a Jan. 13 hearing.

                      About Workflow Management

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.


Z TRIM HOLDINGS: Directors Acquire Shares Under Incentive Plan
--------------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission on January 10, 2011, directors and officers at Z Trim
Holdings, Inc., disclosed that they acquired shares of common
stock of the company on January 6, 2011.  Each of Morris
Garfinkle, Brian S. Israel and Mark Hershhorn acquired 35,000
shares of common stock under the Company's Stock Equity Incentive
Plan.

Directors of the Company also disclosed that they beneficially own
derivative securities of the Company:

                         Date
Director             Exercisable  Title of Security     Amount
--------             -----------  -----------------     ------
Morris Garfinkle     04/21/2009   Convertible Debt      50,000
                      04/21/2009   Warrant               75,000
                      06/04/2010   Warrant               10,417
                      06/04/2010   Warrant                3,846
                      06/04/2010   Warrant               12,308
                      06/07/2010   Preferred Stock       30,000
                      06/07/2010   Warrant               45,000
                      01/07/2011   Preferred Stock       15,000
                      01/07/2011   Warrant               22,500

Brian Chaiken        01/19/2010   Stock Option         210,000
                      05/11/2010   Stock Option         315,000
                      01/07/2011   Stock Option         245,700

Brian S. Israel      04/21/2009   Convertible Debt      20,000
                      04/21/2009   Warrant               30,000
                      01/07/2011   Preferred Stock       15,000
                      01/07/2011   Warrant               22,500

Steve J. Cohen       01/19/2010   Stock Option         210,000
                      05/11/2010   Stock Option         315,000
                      01/07/2011   Stock Option         245,700

Mark Hershhorn       09/02/2008   Convertible Debt     100,000
                      09/02/2008   Warrants              24,615
                      09/02/2008   Warrants               7,692
                      04/21/2009   Warrants              20,833
                      04/21/2009   Convertible Debt      20,000
                      04/21/2009   Warrants              30,000
                      11/10/2010   Convertible Debt      20,000
                      11/10/2010   Warrants              30,000
                      01/07/2011   Preferred Stock       15,000
                      01/07/2011   Warrant               22,500

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.


ZURICH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Zurich Associates, Ltd.
        244-06 Jericho Tpk
        Floral Park, NY 11001

Bankruptcy Case No.: 11-40145

Chapter 11 Petition Date: January 10, 2011

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Harvey J. Cavayero, Esq.
                  HARVEY J CAVAYERO & ASSOCIATES
                  57 Old Country Road, 2nd Floor
                  Westbury, NY 11590
                  Tel: (516) 478-5818
                  E-mail: hcavayero@aol.com

Scheduled Assets: $5,455,574

Scheduled Debts: $10,487,021

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb11-40145.pdf

The petition was signed by Harry G. Terezakis, chief executive
officer.


* Public Company Filings Last Year Pale Against 2009's
------------------------------------------------------
The year 2010 had 106 bankruptcy filings by public companies,
approximately half the 211 filings in 2009, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, said, citing statistics
compiled by bankruptcydata.com, a service of New Generation
Research Inc.

Last year, 93 public companies filed to liquidate or reorganize in
Chapter 11 while another 13 filed for Chapter 7 liquidation.  In
terms of assets, three of the top 10 filings were Chapter 7
liquidations from the outset.  Nine of the 10 largest public-
company filings were in the financial sector.

According to Mr. Rochelle, listed assets by last year's bankrupt
public companies totaled $89 billion, only 15% of bankrupt assets
in 2009, New Generation said in its report yesterday.  A record
$1.16 trillion in assets were listed in 2008 by bankrupt public
companies.  None of last year's filings was among the 20 largest
of all time.  Last year's filings by assets ranked behind 2000
through 2003 and 1991.


* Chapter 9 Municipal Bankruptcies Fell in 2010
-----------------------------------------------
Chapter 9 municipal bankruptcies fell in 2010, to six from 10 the
previous year, Joe Mysak, Bloomberg News columnist, said in a
commentary.  The Chapter 9 filers include a couple of sanitary and
improvement districts in Nebraska, a hospital in Idaho, a Texas
municipal- utility district, a Missouri community-improvement
district and a toll road in South Carolina, according to James
Spiotto, a partner at Chapman & Cutler in Chicago.

Bloomberg News' Christopher Palmeri in Los Angeles and Andrew Frye
in New York said in a report that JPMorgan Chase & Co. Chief
Executive Officer Jamie Dimon said he expects more U.S.
municipalities to declare bankruptcy and urged caution when
investing in the $2.9 trillion public-debt market.

"There have been six or seven municipal bankruptcies already," Mr.
Dimon, 54, said Jan. 11 at his company's annual health-care
conference in San Francisco, according to Bloomberg.  "I think
unfortunately you will see more," Mr. Dimon said.

"If you are an investor in municipals you should be very, very
careful," Mr. Dimon also said at the conference.

Bloomberg notes cities including Detroit and Harrisburg,
Pennsylvania, have raised the prospect of bankruptcy.  Still, the
number of filings has declined.  Five municipal entities sought
protection in 2010 compared with 10 in 2009, according to data
compiled by James Spiotto, head of the bankruptcy practice at
Chapman & Cutler, a Chicago law firm. The biggest last year was a
South Carolina toll road with more than $300 million in debt, he
said.

The city of Vallejo, California, filed for bankruptcy in 2008
after failing to win union pay cuts.  Detroit Public Schools,
which considered bankruptcy protection last year, said this month
the district may try a restructuring to deal with a $327 million
deficit.

Bloomberg notes companies including Allstate Corp., the largest
publicly traded U.S. home and auto insurer, have been reducing
holdings of municipal debt.  Warren Buffett, whose Berkshire
Hathaway Inc. trimmed its investment in municipal debt, predicted
last year a "terrible problem" for the bonds.

Bloomberg relates Edmund "Ted" Kelly, CEO of Liberty Mutual
Holding Co., said Tuesday that his firm had reduced holdings of
municipal debt in Connecticut, California and Illinois.

Liberty Mutual had about $13.7 billion in municipal securities as
of Sept. 30, or about 20% of invested assets, compared with $15.5
billion and 23% at the end of 2009, according to company
statements.  The Sept. 30 total includes $372 million from the
state of Florida and $278 million from the state of California.

California and Illinois are rated A1 by Moody's Investors Service,
the lowest among the states and Liberty Mutual's sixth-highest
ranking.  Connecticut is rated Aa2, Moody's fourth-highest.

Meanwhile, Bloombrg says Gregory Whiteley, U.S. government
portfolio manager at Los Angeles-based investment firm DoubleLine
Capital LP, suggested in a report Tuesday that investors consider
municipal bonds because the risk of bankruptcy is low.  "The
financial stress of state and local governments has given rise to
an unusual investment opportunity," he wrote.


* Bankruptcy Filings Rise 7.8% Last Year Over 2009
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 1.56 million total bankruptcy filings in 2010
represented a 7.8% increase compared with 2009.  Last year's
filings amounted to a dramatic decline in the rate of increase.
The 1.45 million filings in 2008 were 32% more than 2008,
according to data compiled from court records by Epiq Systems Inc.

According to Mr. Rochelle, commercial and Chapter 11 filings in
2010 actually decreased from 2009.  The approximately 13,600
Chapter 11 cases in 2010, where companies or wealthy individual
reorganize or liquidate their assets, were 10.2% fewer than 2009.
Commercial bankruptcies under all chapters totaled some 85,000 in
2010, or 5% fewer than 2009.

Peter Kaufman, president of Gordian Group LLC, explained the
decline in business bankruptcies by saying that "cheap money has
enabled companies to delay solving real problems."  Mr. Kaufman
sees "another wave of bankruptcies" down the road since
"eventually companies will have to repay the new debt they raise."

The states with the most filings per capita were Nevada, Georgia,
Tennessee and Alabama.  Bankruptcies are increasing the most in
Hawaii, Utah, California and Arizona.


* Supreme Court Decides on First of Year's 2 Bankruptcy Cases
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court decided the first of this
year's two bankruptcy cases by coming down on the side of
creditors, with Justice Antonin Scalia the lone dissenter.

According to Mr. Rochelle, the majority opinion in Ransom v. MBNA,
by Justice Elena Kagan, answered the question of whether an
individual in Chapter 13 who owns a car free-and-clear is entitled
to take an auto ownership expense deduction.  If the deduction
could be taken in the absence of an auto loan, the individual
would have less disposable income and could thereby discharge debt
while paying less to unsecured creditors under a Chapter 13 debt-
repayment plan.  U.S. appeals courts split 3-1 on the answer.

Justice Kagan, Mr. Rochelle relates, came down on the side of the
U.S. Circuit Court in San Francisco, the only appeals court to
deny the deduction.  She said that the auto ownership expense
deduction isn't "applicable" to someone who doesn't have an auto
loan.

The case in the Supreme Court is Ransom v. MBNA, 09-907 (U.S.).
The decision in the 9th Circuit was Ransom v. MBNA America Bank NA
(In re Ransom), U.S. 9th Circuit Court of Appeals (San Francisco).
The 8th Circuit case is eCast Settlement Corp. v. Washburn (In re
Washburn), 08-2023, 8th U.S. Circuit Court of Appeals (St. Louis).
Prior circuit court cases allowing the deduction are Tate v. Bolen
(In re Tate), 08-60953, 5th Circuit (New Orleans), and Ross-Tousey
v. Neary (In re Ross-Tousey), 07-2503, 7th Circuit (Chicago).


* Monomoy Capital Raises $400MM for 2nd Restructuring Fund
----------------------------------------------------------
FINalternatives reports that New York-based private equity
specialist Monomoy Capital Partners has commitments of
$400 million for the final closing of its second restructuring
fund, Monomoy Capital Partners II.

According to the report, Monomoy topped its $350 million
fundraising target for the fund which was "significantly"
oversubscribed.

Founded in 2005, Monomoy makes control equity investments in
underperforming companies in the lower middle market.  According
to FINalternatives, Monomoy targets sound businesses with
$70 million to $400 million in annual revenues in the
manufacturing, services, distribution and consumer sectors facing
operational, financial or strategic stress.


* Goldman Sachs to Overhaul Disclosure Policies
-----------------------------------------------
American Bankruptcy Institute reports that Goldman Sachs, the
storied Wall Street firm that regulators accused last year of
defrauding clients, is set to announce Tuesday dozens of proposed
changes to how it interacts with customers and discloses financial
information.


* Odin, Feldman & Pittleman and Zell Law Merge
----------------------------------------------
Odin, Feldman & Pittleman, P.C. is pleased to announce that it has
merged with Zell Law effective January 1, 2011.  The merged law
firm will operate as Odin, Feldman & Pittleman, P.C.

Odin, Feldman & Pittleman is one of the Washington, D.C. area's
premier full service law firms. Established in 1972, Odin, Feldman
& Pittleman provides a wide range of legal services to
individuals, businesses, government agencies, authorities,
municipalities and non-profit organizations.

F. Douglas Ross, principal and member of the firm's Board of
Directors, welcomed the merger and characterized the union as, "a
progressive response to enhance our capabilities and expand our
legal services."

Zell Law was well known as an estate planning and business
planning boutique law firm dedicated to helping clients realize
their personal dreams of wealth and freedom.

Wayne M. Zell, founder and president of Zell Law, said, "The
merger is a win-win for both organizations.  We have been
searching for ways to satisfy the ever-increasing demands of our
clients for legal services beyond tax, estate planning and
business planning needs.  Not only does OFP provide these
services, the firm also offers a full range of litigation,
government contracting, real estate, bankruptcy, intellectual
property, corporate finance and other legal services our clients
demand.  Moreover, OFP shares our ideals and high professional
standards to meet the personal and business needs of our clients."

"As one of the most prominent estate and business planning firms
in the Metropolitan DC market, the addition of Wayne Zell and
Catherine Schott Murray, and paralegal, Dorie Weyant, brings Odin,
Feldman & Pittleman experienced and exceptionally talented legal
professionals," said principal, Jimmy Pittleman.

Wayne Zell will continue to host Blueprint for Wealth every
Saturday at 10:00am on 1500AM and 820AM and streamed live on
FederalNewsRadio.com.  Blueprint for Wealth is a fast-paced 1/2-
hour show featuring special guests and invaluable information that
is designed to educate and enlighten listeners on the latest
estate and business planning techniques and developments.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Colten Adult Care, LLC
   Bankr. D. Ariz. Case No. 11-00139
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/azb11-00139.pdf

In re Duc Ong
   Bankr. D. Ariz. Case No. 11-00137
      Chapter 11 Petition filed January 4, 2011

In Re Lowe Foundation Inc.
   Bankr. C.D. Calif. Case No. 11-10030
      Chapter 11 Petition filed January 4, 2011
         filed pro se

In re Nina Nguyen
   Bankr. C.D. Calif. Case No. 11-10119
      Chapter 11 Petition filed January 4, 2011

In re Pamela Anyadike
   Bankr. C.D. Calif. Case No. 11-10308
      Chapter 11 Petition filed January 4, 2011

In re Adolphus Ajawara
   Bankr. N.D. Calif. Case No. 11-50030
      Chapter 11 Petition filed January 4, 2011

In re Dale Herber
   Bankr. N.D. Calif. Case No. 11-30026
      Chapter 11 Petition filed January 4, 2011

In re Kiernan William
   Bankr. S.D. Calif. Case No. 11-00089
      Chapter 11 Petition filed January 4, 2011

In Re 1500 Wolcott, LLC
   Bankr. D. Conn. Case No. 11-30005
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/ctb11-30005.pdf

In Re JIC, LLC
        ta Jordans 8
   Bankr. D. D.C. Case No. 11-00006
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/dcb11-00006p.pdf
         See http://bankrupt.com/misc/dcb11-00006c.pdf

In Re Kaplan Cosmetics Surgery Inc.
   Bankr. M.D. Fla. Case No. 11-00055
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/flmb11-00055.pdf

In Re Kirkman Road Sports Restaurant
        J.B.'s Sports
   Bankr. M.D. Fla. Case No. 11-00058
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/flmb11-00058.pdf

In Re Tampa Skating, LLC
        dba Clearwater Ice Arena
   Bankr. M.D. Fla. Case No. 11-00085
      Chapter 11 Petition filed January 5, 2011
         See http://bankrupt.com/misc/flmb11-00085p.pdf
         See http://bankrupt.com/misc/flmb11-00085c.pdf

In re Gulbarg Basi
   Bankr. N.D. Ga. Case No. 11-50626
      Chapter 11 Petition filed January 4, 2011

In Re S&B Mart, Inc.
   Bankr. N.D. Ga. Case No. 11-50731
      Chapter 11 Petition filed January 4, 2011
         filed pro se

In re Jeffrey Facklis
   Bankr. N.D. Ill. Case No. 11-00139
      Chapter 11 Petition filed January 4, 2011

In re Lee Facklis
   Bankr. N.D. Ill. Case No. 11-00136
      Chapter 11 Petition filed January 4, 2011


In Re Wally's Auto Care And Tire Factory Inc.
   Bankr. D. Idaho Case No. 11-40007
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/idb11-40007.pdf

In Re International Steak & Seafood Company
        dba Taste Mediterranean Grille
   Bankr. D. Md. Case No. 11-10149
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/mdb11-10149.pdf

In re Walter Tischer
   Bankr. D. Minn. Case No. 11-60003
      Chapter 11 Petition filed January 4, 2011

In Re The Grind Coffee & Nosh, LLC
   Bankr. S.D. Miss. Case No. 11-50011
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/mssb11-50011.pdf

In Re Jobob Enterprises, Inc.
   Bankr. E.D.N.Y. Case No. 11-70026
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/nyeb11-70026.pdf

In Re Frank S. Miller/David T. Sekely Funeral Services, Inc.
        fdba Frank S. Miller Funeral Home, Inc.
   Bankr. E.D. Pa. Case No. 11-10080
      Chapter 11 Petition filed January 5, 2011
         See http://bankrupt.com/misc/paeb11-10080.pdf

In re Richard Stigliano
   Bankr. W.D. Pa. Case No. 11-10012
      Chapter 11 Petition filed January 4, 2011

In Re Respicare Professional Services CSP
   Bankr. D. Puerto Rico Case No. 11-00022
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/prb11-00022.pdf

In re Baldemar Rios
   Bankr. S.D. Texas Case No. 11-30287
      Chapter 11 Petition filed January 4, 2011

In re Cesar Rodriguez
   Bankr. S.D. Texas Case No. 11-30271
      Chapter 11 Petition filed January 4, 2011

In re Jose Valdez
   Bankr. S.D. Texas Case No. 11-50009
      Chapter 11 Petition filed January 4, 2011

In re Julio Chang
   Bankr. S.D. Texas Case No. 11-70024
      Chapter 11 Petition filed January 4, 2011

In re Lawrence Glaser
   Bankr. E.D. Va. Case No. 11-10048
      Chapter 11 Petition filed January 4, 2011

In Re Teaching Challenged Children, Inc.
   Bankr. E.D. Va. Case No. 11-10042
      Chapter 11 Petition filed January 4, 2011
         See http://bankrupt.com/misc/vaeb11-10042.pdf

In re Kenneth William Parker
   Bankr. D. Ariz. Case No. 11-00262
      Chapter 11 Petition filed January 5, 2011

In re Kevin Stafford
   Bankr. D. Ariz. Case No. 11-00283
      Chapter 11 Petition filed January 5, 2011

In re Julin Li
   Bankr. C.D. Calif. Case No. 11-10441
      Chapter 11 Petition filed January 5, 2011

In re Lawrence Griffiths
   Bankr. C.D. Calif. Case No. 11-10133
      Chapter 11 Petition filed January 5, 2011

In re Fran Rizzo
   Bankr. N.D. Calif. Case No. 11-10026
      Chapter 11 Petition filed January 5, 2011

In re Vincent Rizzo
   Bankr. N.D. Calif. Case No. 11-10025
      Chapter 11 Petition filed January 5, 2011

In Re Fran's Automotive LLC
   Bankr. D. Conn. Case No. 11-30026
      Chapter 11 Petition filed January 5, 2011
         See http://bankrupt.com/misc/ctb11-30026.pdf

In re Carl Bullard
   Bankr. S.D. Fla. Case No. 11-10224
      Chapter 11 Petition filed January 5, 2011

In re Steven Gelbard
   Bankr. S.D. Fla. Case No. 11-10169
      Chapter 11 Petition filed January 5, 2011

In re James Mahar
   Bankr. D. N.J. Case No. 11-10315
      Chapter 11 Petition filed January 5, 2011

In re William Perfect
   Bankr. S.D. Ohio Case No. 11-50052
      Chapter 11 Petition filed January 5, 2011

In Re Kamel Toe Bar & Grill LLC
   Bankr. W.D. Wash. Case No. 11-40047
      Chapter 11 Petition filed January 5, 2011
         See http://bankrupt.com/misc/wawb11-40047.pdf

In re Pepito Cadondon
   Bankr. W.D. Wash. Case No. 11-10103
      Chapter 11 Petition filed January 5, 2011

In Re J.S. Framing, Inc.
   Bankr. S.D. Ala. Case No. 11-00055
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/alsb11-00055.pdf

In re William Green
   Bankr. S.D. Ala. Case No. 11-00051
      Chapter 11 Petition filed January 6, 2011

In re Gerald Ebbett
   Bankr. D. Ariz. Case No. 11-00379
      Chapter 11 Petition filed January 6, 2011

In re Albert Chu
   Bankr. C.D. Calif. Case No. 11-10626
      Chapter 11 Petition filed January 6, 2011

In Re Hanour Corporation, a California Corporation
        aka Shark Club
   Bankr. C.D. Calif. Case No. 11-10213
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/cacb11-10213.pdf

In Re Atul Bal Asram Inc.
   Bankr. N.D. Calif. Case No. 11-30059
      Chapter 11 Petition filed January 6, 2011
         filed pro se

In re Vasant Ganatra
   Bankr. S.D. Calif. Case No. 11-00168
      Chapter 11 Petition filed January 6, 2011

In re Maria Lowrance
   Bankr. D. Colo. Case No. 11-10255
      Chapter 11 Petition filed January 6, 2011

In re Suzan Mara
   Bankr. D. Conn. Case No. 11-50018
      Chapter 11 Petition filed January 6, 2011

In Re Ironhorse Subdivision Homeowners Association, Inc.
   Bankr. D. Idaho Case No. 11-00035
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/idb11-00035.pdf

In re Mike Sackett
   Bankr. D. Idaho Case No. 11-20024
      Chapter 11 Petition filed January 6, 2011

In Re Day After Day Service, Inc.
   Bankr. W.D. Ky. Case No. 11-10019
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/kywb11-10019.pdf

In re Richard Kasper
   Bankr. D. Mass. Case No. 11-10125
      Chapter 11 Petition filed January 6, 2011

In Re 654 Myrtle Avenue Corp.
   Bankr. E.D.N.Y. Case No. 11-40072
      Chapter 11 Petition filed January 6, 2011
         filed pro se

In re Jack Pinnock
   Bankr. S.D.N.Y. Case No. 11-22011
      Chapter 11 Petition filed January 6, 2011

In re Jason Pinnock
   Bankr. S.D.N.Y. Case No. 11-22014
      Chapter 11 Petition filed January 6, 2011

In Re 2017 Malvern, Inc.
   Bankr. S.D. Ohio Case No. 11-30053
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/ohsb11-30053.pdf

In Re 3300 Wilmington, Inc.
   Bankr. S.D. Ohio Case No. 11-30051
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/ohsb11-30051.pdf

In Re 3840 Briar, Inc.
   Bankr. S.D. Ohio Case No. 11-30054
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/ohsb11-30054.pdf

In Re Sushma, Inc.
   Bankr. S.D. Ohio Case No. 11-30052
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/ohsb11-30052.pdf

In Re B. Furniture Outlet, Inc.
        dba Byberry Furniture Outlet
   Bankr. E.D. Pa. Case No. 11-10120
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/paeb11-10120.pdf

In re Carol Adams
   Bankr. M.D. Tenn. Case No. 11-00106
      Chapter 11 Petition filed January 6, 2011

In re Jack Burrows
   Bankr. E.D. Va. Case No. 11-70056
      Chapter 11 Petition filed January 6, 2011

In re Tanton Thorp
   Bankr. W.D. Wash. Case No. 11-40069
      Chapter 11 Petition filed January 6, 2011

In Re Roma's ET Inc.
   Bankr. E.D. Wis. Case No. 11-20163
      Chapter 11 Petition filed January 6, 2011
         See http://bankrupt.com/misc/wieb11-20163.pdf

In re Azalan Levine
   Bankr. D. Ariz. Case No. 11-00481
      Chapter 11 Petition filed January 7, 2011

In re Curtis Kraushaar
   Bankr. D. Ariz. Case No. 11-00488
      Chapter 11 Petition filed January 7, 2011

In re James Corrigan
   Bankr. D. Ariz. Case No. 11-00498
      Chapter 11 Petition filed January 7, 2011

In re Jesse Flores
   Bankr. D. Ariz. Case No. 11-00418
      Chapter 11 Petition filed January 7, 2011

In re Christopher Marino
   Bankr. C.D. Calif. Case No. 11-10277
      Chapter 11 Petition filed January 7, 2011

In re Mary McClendon
   Bankr. M.D. Fla. Case No. 11-00235
      Chapter 11 Petition filed January 7, 2011

In re Van Yerrell
   Bankr. D. Md. Case No. 11-10445
      Chapter 11 Petition filed January 7, 2011

In Re James E. Dietz Transportation Inc.
   Bankr. D. Minn. Case No. 11-30092
      Chapter 11 Petition filed January 7, 2011
         See http://bankrupt.com/misc/mnb11-30092.pdf

In Re Dependable Corp.
   Bankr. D. Nev. Case No. 11-10215
      Chapter 11 Petition filed January 7, 2011
         filed pro se

In re Robert Fredericks
   Bankr. D. Nev. Case No. 11-50055
      Chapter 11 Petition filed January 7, 2011

In re George Roberts
   Bankr. D. N.M. Case No. 11-10058
      Chapter 11 Petition filed January 7, 2011

In Re The Toy Box, LLC
   Bankr. D. N.M. Case No. 11-10057
      Chapter 11 Petition filed January 7, 2011
         See http://bankrupt.com/misc/nmb11-10057.pdf

In re Fred Van Horn
   Bankr. D. Ore. Case No. 11-30150
      Chapter 11 Petition filed January 7, 2011

In Re Quayco, LLC
        dba The Vault
   Bankr. W.D. Pa. Case No. 11-20122
      Chapter 11 Petition filed January 7, 2011
         See http://bankrupt.com/misc/pawb11-20122.pdf

In re Thomas Boyd
   Bankr. W.D. Pa. Case No. 11-20124
      Chapter 11 Petition filed January 7, 2011

In re Timothy Benham
   Bankr. N.D. Texas Case No. 11-50012
      Chapter 11 Petition filed January 7, 2011

In re Minette Kim
      Yung Kim
   Bankr. W.D. Texas Case No. 11-30039
      Chapter 11 Petition filed January 7, 2011

In re Anthony Glavin
   Bankr. W.D. Wash. Case No. 11-40131
      Chapter 11 Petition filed January 7, 2011

In re Nicholas Wampach
   Bankr. W.D. Wash. Case No. 11-40126
      Chapter 11 Petition filed January 7, 2011

In re Richard Sullivan
   Bankr. W.D. Wash. Case No. 11-10188
      Chapter 11 Petition filed January 7, 2011

In re Jose Barron
   Bankr. C.D. Calif. Case No. 11-10110
      Chapter 11 Petition filed January 8, 2011

In re Juan Alvarez
   Bankr. N.D. Calif. Case No. 11-10051
      Chapter 11 Petition filed January 8, 2011

In re Alexander Anolik
   Bankr. N.D. Calif. Case No. 11-30094
      Chapter 11 Petition filed January 9, 2011

In Re Kaos Worldwide, LLC
   Bankr. S.D. Texas Case No. 11-30403
      Chapter 11 Petition filed January 9, 2011
         See http://bankrupt.com/misc/txsb11-30403.pdf

In re Howard Talbitzer
   Bankr. W.D. Wash. Case No. 11- 40146
      Chapter 11 Petition filed January 9, 2011

In re David Calvin
   Bankr. D. Ariz. Case No. 11-00590
      Chapter 11 Petition filed January 10, 2011

In re Jose Perez
   Bankr. C.D. Calif. Case No. 11-11239
      Chapter 11 Petition filed January 10, 2011

In Re Recovery Management Services, Inc.
   Bankr. N.D. Calif. Case No. 11-40257
      Chapter 11 Petition filed January 10, 2011
         filed pro se

In re Stacey Shaw
   Bankr. C.D. Calif. Case No. 11-10770
      Chapter 11 Petition filed January 10, 2011

In re Judy Davis
   Bankr. D. Colo. Case No. 11-10394
      Chapter 11 Petition filed January 10, 2011

In Re Beacon Funding Corp.
   Bankr. D. Conn. Case No. 11-30043
      Chapter 11 Petition filed January 10, 2011
         filed pro se

In Re Cue Cafe, Inc.
        dba Xando Cafe
   Bankr. N.D. Ill. Case No. 11-00797
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/ilnb11-00797.pdf

In Re KB Development & Remodeling, Inc.
   Bankr. N.D. Ill. Case No. 11-00824
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/ilnb11-00824.pdf

In re Jaime Linares
   Bankr. N.D. Ill. Case No. 11-00791
      Chapter 11 Petition filed January 10, 2011

In Re Felix Investments, Inc.
   Bankr. S.D. Ind. Case No. 11-00178
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/insb11-00178.pdf

In re Morgan Lloyd
   Bankr. D. Minn. Case No. 11-30144
      Chapter 11 Petition filed January 10, 2011

In re Barbara Autenzio
   Bankr. D. Mass. Case No. 11-10206
      Chapter 11 Petition filed January 10, 2011

In Re Brewhouse Tavern, LLC
   Bankr. D. Nev. Case No. 11-50075
      Chapter 11 Petition filed January 10, 2011
         filed pro se

In re Eugene Harris
   Bankr. D. Nev. Case No. 11-10346
      Chapter 11 Petition filed January 10, 2011

In re Syed Ali
   Bankr. D. Nev. Case No. 11-10351
      Chapter 11 Petition filed January 10, 2011

In Re 2831 Long Beach Road LLC
   Bankr. E.D.N.Y. Case No. 11-40146
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/nyeb11-40146.pdf

In Re Sackett St. Holding Corp.
        aka Sackett St. Garage Corp.
   Bankr. E.D.N.Y. Case No. 11-40127
      Chapter 11 Petition filed January 10, 2011
         filed pro se

In Re E-Z 2 Park Management Inc.
        dba E-Z 2 Park Management Inc.
        dba E-Z Going East Inc.
   Bankr. S.D.N.Y. Case No. 11-10070
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/nysb11-10070.pdf

In re Richard Hoodenpyle
   Bankr. W.D. N.C. Case No. 11-10018
      Chapter 11 Petition filed January 10, 2011

In re Stephen Munson
   Bankr. D. Ore. Case No. 11-30188
      Chapter 11 Petition filed January 10, 2011

In Re West Philadelphia Cultural Alliance
        aka The Paul Robeson House.
   Bankr. E.D. Pa. Case No. 11-10175
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/paeb11-10175.pdf

In Re Lagoni Erection Company
        aka Lagoni Erection, Inc.
   Bankr. W.D. Pa. Case No. 11-20131
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/pawb11-20131p.pdf
         See http://bankrupt.com/misc/pawb11-20131c.pdf

In re Alfredo Chabrier-Rosado
   Bankr. D. Puerto Rico Case No. 11-00068
     Chapter 11 Petition filed January 10, 2011

In re Jose Perez-Portales
   Bankr. D. Puerto Rico Case No. 11-00070
     Chapter 11 Petition filed January 10, 2011

In re Mildred Escudero
   Bankr. D. Puerto Rico Case No. 11-00065
      Chapter 11 Petition filed January 10, 2011

In Re Millennium Contractors & Operations, LP
   Bankr. S.D. Texas Case No. 11-30422
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/txsb11-30422.pdf

In Re Ricardo's International Cuisine, LLC
        fka Ricardo's Bar & Grill
        aka Ricardo's .
   Bankr. S.D. Texas Case No. 11-10011
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/txsb11-10011.pdf

In Re J & T Investments, Inc.
        dba Hairy Situations
   Bankr. W.D. Texas Case No. 11-10083
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/txwb11-10083.pdf

In re Elliott Diamond
   Bankr. E.D. Va. Case No. 11-10163
     Chapter 11 Petition filed January 10, 2011

In Re Manchester Oaks Homeowners Association, Inc.
   Bankr. E.D. Va. Case No. 11-10179
      Chapter 11 Petition filed January 10, 2011
         See http://bankrupt.com/misc/vaeb11-10179.pdf

In re Abel Sanchez
   Bankr. W.D. Wash. Case No. 11-10243
     Chapter 11 Petition filed January 10, 2011

In re Stephen Wallace
   Bankr. D. Wyo. Case No. 11-20013
     Chapter 11 Petition filed January 10, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***