TCR_Public/110114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 14, 2011, Vol. 15, No. 13

                            Headlines

3525 NORTH: Case Summary & Largest Unsecured Creditor
ABITIBIBOWATER INC: Fibrek Will Receive 236,226 New Shares
AIR MEDICAL: S&P Assigns 'B' Corporate Credit Rating
AMR CORP: FMR LLC Discloses 2.956% Equity Stake
AMERICAN INT'L: Fairholme Capital Has 31.6% Equity Stake

ANCHOR BLUE: Taps Epiq as Claims, Noticing & Balloting Agent
ANGIOTECH PHARMACEUTICALS: Shares Trading to transfer to OTCQB
AS AMERICA: Moody's Assigns 'B3' Corporate Family Rating
ASAP EXPRESS: Disclosure Statement Revisions Due Today
BELTWAY 8: Gets Court's Interim Nod to Use FST's Cash Collateral

BELTWAY 8: Gets Interim OK to Hire Steffes as Bankr. Counsel
BERNARD L MADOFF: Judge Approves $7.2 Billion Picower Accord
BERNARD L MADOFF: SEC Withdraws Suit v Chais Estate
BIOLIFE SOLUTIONS: CEO Reports $575,000 Record Revenue in Q4
B.R. SUMMERLIN: Section 341(a) Meeting Scheduled for Feb. 10

BROOKE CORP: Judge Lets Ch. 7 Trustee Settle $4-Mil. in Claims
BRUNSCHWIG & FILS: Files for Ch. 11 to Sell Assets to Kravet
BRUNSCHWIG & FILS: Voluntary Chapter 11 Case Summary
CARGO TRANSPORTATION: Files for Ch. 11 After Dispute with Lender
CARGO TRANSPORTATION: Voluntary Chapter 11 Case Summary

CARIAN MANAGEMENT: To Present Plan for Confirmation on March 9
CATHOLIC CHURCH: Milwaukee Proposes KCC as Noticing Agent
CATHOLIC CHURCH: Milwaukee Proposes O'Neil as Special Counsel
CATHOLIC CHURCH: PETA Offers Milwaukee Cash in Exchange of Statue
CATHOLIC CHURCH: St. Dennis Plea to Use Insurance Denied

CEDAR FAIR: Moody's to Keep 'Ba3' Rating Amid Q Funding Proposal
CENTRALIA OUTLETS: Final Hearing on Cash Collateral Use Set Feb. 3
CENTRALIA OUTLETS: Files Schedules of Assets and Liabilities
CENTRIX FINANCIAL: Suit vs. Insurers Stays in Bankruptcy Court
CHINA VILLAGE: Court Sets February 18 Disclosure Statement Hearing

CIELO APARTMENTS: Courts Grants Debtor's Motion to Dismiss Case
COLUMBUS MCKINNON: S&P Affirms 'BB-' Corporate Credit Ratings
COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corporate Rating
COMSTOCK MINING: Deloitte Hired to Audit Financial Statements
CONSOLIDATED PROPERTIES: Case Summary & 6 Largest Unsec Creditors

CONSTAR INT'L: Taps Greenhill & Co. as Financial Advisor
CONSTAR INT'L: Proposes $55MM of Financing from Black Diamond
CONSTAR INT'L: Presents $60MM Exit Financing Deal with Wells Fargo
CORRYL NADEEN PARR: Court Wants Plan Docs Revised by Jan. 18
CPJFK LLC: Chapter 11 Trustee Files Emergency Motion to Use Cash

CROWN MEDIA: Michelle Vicary Does Not Own Any Securities
CUSTOM CABLE: Selects Tom Ward as New President
DB CAPITAL: Files Schedules of Assets and Liabilities
DBSI SHERIDAN: Files for Chapter 11 in Fort Lauderdale
DBSI SHERIDAN: Voluntary Chapter 11 Case Summary

DENNY'S CORP: Names Former Taco Bueno Head J. Miller as New CEO
DILLARD'S INC: S&P Raises Corporate Rating to 'BB-'
DOMICILE LAND: Case Summary & 4 Largest Unsecured Creditors
ELITE PHARMACEUTICALS: Inks Supply Pact with Hi-Tech
EMIVEST AEROSPACE: Wants May 18 Plan Filing Exclusivity Extension

EVERGREEN ENERGY: Ilyas Khan Owns 1.2MM Derivative Securities
FAIRPOINT COMMS: Verizon Fights to Bring Claims Over $2-Bil. Deal
FORTY ACRE: Voluntary Chapter 11 Case Summary
GRAY STAR: Voluntary Chapter 11 Case Summary
GRAY TELEVISION: Capital World Equity Stake Down to 0%

GREAT ATLANTIC & PACIFIC: Wins Final Nod of $800MM Financing
GREAT ATLANTIC & PACIFIC: Wins OK for Access to Cash Collateral
GREAT ATLANTIC & PACIFIC: To Waive Preferences vs. Key Vendors
GURU PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
HARRISBURG, PA: Hires Consultants to Draft Financial Recovery Plan

HEADGEAR, INC: Case Summary & 20 Largest Unsecured Creditors
INN OF THE MOUNTAIN: Recurring Losses Cue Going Concern Doubt
INNKEEPERS USA: Working With Five Mile, Lehman on Plan Funding
KANSAS CITY SOUTHERN: Fitch Puts 'BB' Rating on $185MM Sr. Notes
KENTUCKY DATA: Moody's Confirms 'B1' Corporate Family Rating

KH FUNDING: U.S. Trustee Gets More Time to Challenge Gray Hiring
LEVEL 3 COMMS: S&P Assigns 'CCC' to Proposed $300MM Unsec. Notes
LEWIS BLOOM: Seeks Court OK to Retain Special Counsel
LIONS GATE: MHR Fund Management Holds 29.4% Equity Stake
LIONS GATE VENTURES: Section 341(a) Meeting Scheduled for Feb. 15

LOUIS JONES ENTERPRISES: ERISA Problems Give Employee Priority
MAGIC BRANDS: Luby's Sues Fuddruckers Licensee for Contempt
MCGRATH'S PUBLICK: Employee Class Claim Loses Priority Status
MEDICAL WIND: IRS' Erroneous Tax Refund Claim Survives Dismissal
MGM RESORTS: CityCenter Proposes to Offer $1.1-Bil. Notes

MICHAEL ARANDA: Checking Account 1 Not TBE Property
MOBILE TEAM: Hirschler Fleischer Not Subject to Disgorgement
MOLECULAR INSIGHT: Bondholders Want Investment Agreement Trashed
MORTGAGES LTD: Radical Bunny Managers Want SEC Fraud Case Nixed
MS GRAND: Chapter 11 Case Transferred to Alexandria

MYSPACE INC: News Corp. Considering Spinoff or Sale
NIELSEN CO: S&P Puts 'B+' Corp. Rating on CreditWatch Positive
NPS PHARMACEUTICALS: Ends Phase 3 Registration Study of GATTEX
NPS PHARMACEUTICALS: Wins Favorable Verdict Against Teva & Barr
OTTER TAIL: Proposes Green Plains-Led Auction for Ethanol Plant

OVERSEAS SHIPHOLDING: S&P Lowers Corporate Rating to 'B'
PERRY ELLIS: Rafaella Buyout Cues Moody's to Hold 'B2' Ratings
PRECISION OPTICS: Marxe and Greenhouse Hold 69.5% Equity Stake
PRECISION PARTS: Gibraltar Settles $3-Mil. Preference for $2,000
QWEST COMMUNICATIONS: BlackRock Holds 11.39% Equity Stake

RECKSON OPERATING: Moody's Raises Senior Debt Ratings to 'Ba1'
RIPTIDE HOTEL: Voluntary Chapter 11 Case Summary
ROBERT MIELL: Bid to Dismiss Ch. 7 Trustee Proceed to Trial
RYLAND GROUP: BlackRock Discloses 10.17% Equity Stake
SBARRO INC: Ares Management Aiming to Take 'Out' Owner, KDP Says

SEQUENOM INC: Court Grants Motion to Strike in "Hawran" Suit
SOUTHWEST RESTAURANT: Voluntary Chapter 11 Case Summary
SYNTERRA 3020: Files for Ch. 11 Due to Debt Woes
SYNTERRA 3020: Case Summary & 19 Largest Unsecured Creditors
TAPATIO SPRINGS DEV'T: Secured Creditors Want Case Dismissed

THORNBURG MORTGAGE: Judge Cuts Executives' Bid for Defense Costs
TJ'S TREES: Case Summary & 20 Largest Unsecured Creditors
UNIGENE LABORATORIES: Provides 2011 Business Outlook
UNISYS CORP: Joseph Harrosh Discloses 6.6% Equity Stake
UNITED FOOTBALL: Faces Suit for Nonpayment of $5 Million Loan

URS CORPORATION: Moody's Cuts Rating on Bank Facility to 'Ba1'
UTSTARCOM INC: To Change Place of Incorporation to Cayman Islands
VERSO PAPER: S&P Puts 'B' Rating on $360-Mil. 2nd Lien Notes
VITRO SAB: Mexican Reorganization Faulted on Insider Vote
WINDSOR LAKE: Organizational Meeting Moved to Jan. 14

WINDSOR QUALITY: S&P Holds 'B+' Credit Rating; Outlook Stable
WN TRUCK STOP: Bankr. Court Says Plan Not Feasible
WORKFLOW MANAGEMENT: Unsecured Creditors Not on Board With Plan
W.R. GRACE: Court Conditionally Approves CNA Settlement
W.R. GRACE: Proposes to Amend 2010 L/C Facility Agreement

W.R. GRACE: Proposes to Extend ART Credit Agreement
W.R. GRACE: Wins Nod of Swiss Reinsurance Settlement
ZURICH ASSOCIATES: Brooklyn Property in Chapter 11

* Healthcare Costs "Will Bankrupt" New Jersey, Governor Says
* PIMCO's Gross Expects Municipal Bankruptcies to Decrease

* Wilbur Ross's IAC Acquires Indian Auto-Interior Parts Biz.

* Brown Rudnick Among Law360's Bankruptcy Group of the Year
* Venable LLP Elects Brent W. Procida, Esq., as New Partner

* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers


                            *********

3525 NORTH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: 3525 North Reta, Inc.
        6115 N. Karolv
        Chicago, IL 60646

Bankruptcy Case No.: 11-00997

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Patience R. Clark, Esq.
                  LAW OFFICE OF PATIENCE R. CLARK P.C.
                  30 N. LaSalle Street, Suite 3400
                  Chicago, IL 60602
                  Tel: (312) 332-0133
                  Fax: (312) 332-0144
                  E-mail: prc@clarklawchicago.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
------                   ---------------        ------------
InBank                    6 Unit Bldg.           $2,100,000
c/o Dykema Gossett, PLLC  at 3525 N.
10 S. Wacker Drive,       Reta Ave.
Suite 2300                Chicago, IL
Chicago, IL 60606

The petition was signed by Ihor Ralko, president.


ABITIBIBOWATER INC: Fibrek Will Receive 236,226 New Shares
----------------------------------------------------------
Fibrek Inc. disclosed that Fibrek General Partnership, its wholly-
owned subsidiary, will receive 236,226 common shares of
AbitibiBowater Inc. in connection with the initial distribution of
ABH Shares pursuant to the procedures undertaken by Abitibi under
the Companies' Creditors Arrangement Act.

As an unsecured creditor of Abitibi-Consolidated Company of
Canada, a subsidiary of Abitibi, Fibrek GP filed a claim in the
amount of $45 million as compensation for the repudiation by ACCC,
on May 21, 2009, of the woodchip supply contract then in effect
between ACCC and Fibrek GP.  Pursuant to the plan of
reorganization and compromise of Abitibi, a total of 20,498,391
ABH Shares will be issued to ACCC's unsecured creditors, of which
18,165,317 have been issued in connection with the initial
distribution and 2,333,074 have been reserved for the benefit of
holders of disputed claims and could be distributed subsequently
to unsecured creditors in accordance with the terms of the plan of
reorganization.

The distribution of ABH Shares to Fibrek GP will be treated as a
non-recurring item in the consolidated statements of earnings of
Fibrek Inc.

                           About Fibrek

Fibrek is a leading producer and marketer of high-quality virgin
and recycled kraft pulp.  The Company has approximately 500
employees and operates three mills located in Saint-Felicien,
Quebec, Fairmont, West Virginia, and in Menominee, Michigan with a
combined annual production capacity of approximately 760,000
tonnes.  The Saint-Felicien mill provides northern bleached
softwood kraft pulp (product known as NBSK pulp) to various
sectors of the paper industry in Canada, the United States and
Europe, for use in the production of specialized products. The
Fairmont and Menominee mills manufacture air-dried recycled
bleached kraft pulp (product known as RBK pulp) and primarily
supply manufacturers of fine uncoated paper, household paper for
commercial and industrial uses, and coated paper in the United
States.

                   About AbitibiBowater Inc.

AbitibiBowater Inc. produces newsprint, commercial printing
papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on November 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on December 9, 2010.


AIR MEDICAL: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Lewisville, Texas-based Air Medical Group
Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to Air Medical's $545 million senior secured
notes.  The 'B' issue rating is the same as the corporate credit
rating.  The recovery rating of '4' indicates the expectation of
average (30%-50%) recovery in the event of default.  The Company
used the proceeds from the $545 million issuance and sponsor
common equity to fund the Bain LBO from the existing financial
sponsors.

Air Medical, a provider of emergency air medical transportation
mostly to rural communities, is being purchased by Bain Capital in
a highly leveraged transaction.

"We expect the Company's operating performance will be stable to
improving in the near term because third-party reimbursement rates
are likely to be stable to positive over the next year," said
Standard & Poor's credit analyst Rivka Gertzulin.  Air Medical's
rating reflects its aggressive financial risk profile
characterized by its high debt leverage and limited historical
cash flow generation.  The Company's business risk profile is
weak, in S&P's opinion.  It has a narrow operating focus in a
fragmented and competitive market that is exposed to reimbursement
and regulatory risk.


AMR CORP: FMR LLC Discloses 2.956% Equity Stake
-----------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, each of FMR LLC and Edward C.
Johnson 3d disclosed that it beneficially owns 9,906,469 shares of
common stock of AMR Corporation, representing 2.956% of the shares
outstanding.  As of July 14, 2010, there were 333,050,087 shares
of common stock of the Company outstanding.

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
9,903,322 shares or 2.955% of the Common Stock outstanding of AMR
Corporation as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940.  The number of shares of Common Stock of AMR
Corporation owned by the investment companies at December 31, 2010
included 1,817,172 shares of Common Stock resulting from the
assumed conversion of $17,990,000 principal amount of AMR CORP
CONV 6.25%.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 9,903,322
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, chairman of FMR LLC, 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.

Strategic Advisers, Inc., a wholly-owned subsidiary of FMR LLC and
an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment advisory
services to individuals.  As such, FMR LLC's beneficial ownership
includes 300 shares, or 0.000%, of the Common Stock outstanding of
AMR Corporation, beneficially owned through Strategic Advisers,
Inc.

Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, is the beneficial owner of
2,847 shares or 0.001% of the outstanding Common Stock of the AMR
Corporation 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 2,847 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 AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Sept. 30, 2010, showed
$25.36 billion in total assets, $8.94 billion in total
liabilities, $9.01 in billion of long-term debts, $503.0 million
in obligations under capital lease, $7.41 billion pension and
post-retirement benefits, $3.14 billion in other liabilities, and
a stockholders' deficit of $3.64 billion.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMERICAN INT'L: Fairholme Capital Has 31.6% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, Fairholme Capital Management, LLC
disclosed that it beneficially owns 44,285,985 shares of common
stock of American International Group, Inc., representing 31.6% of
the shares outstanding.  Bruce R. Berkowitz owns 44,285,985 shares
while Fairholme Funds, Inc., owns 40,432,939 or 28.9%.  The
Company has 140,029,615 Shares outstanding as reported on
December 10, 2011.

Fairholme has the sole power to vote or direct the vote of 0
Shares, the Fund has the sole power to vote or direct the vote of
0 Shares and Bruce R. Berkowitz has the sole power to vote or
direct the vote of 0 Shares.   Fairholme has the shared power to
vote or direct the vote of 42,232,265 Shares, the Fund has the
shared power to vote or direct the vote of 40,432,939 Shares and
Bruce R. Berkowitz has the shared power to vote or direct the vote
of 42,232,265 Shares.

Fairholme has the sole power to dispose or direct the disposition
of 0 Shares, the Fund has the sole power to dispose or direct the
disposition of 0 Shares and Bruce R. Berkowitz has the sole power
to dispose or direct the disposition of 0 Shares.  Fairholme has
the shared power to dispose or direct the disposition of
44,285,985 Shares, the Fund has the shared power to dispose or
direct the disposition of 40,432,939 Shares and Bruce R. Berkowitz
has the shared power to dispose or direct the disposition of
44,285,985 Shares.

                             About AIG

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

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

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


ANCHOR BLUE: Taps Epiq as Claims, Noticing & Balloting Agent
------------------------------------------------------------
Anchor Blue Holding Corp., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as claims, noticing and balloting agent
as of the Petition Date.

Epiq will, among other things:

     a. notify all potential creditors of the filing of the
        Chapter 11 petitions and of the setting of the first
        meeting of creditors;

     b. file affidavits of service for all mailings, including a
        copy of each notice, a list of persons to whom such notice
        was mailed, and the date mailed;

     c. assist the Debtors with administrative tasks in the
        preparation of their bankruptcy Schedules and Statements;
        and

     d. maintain an official copy of the Debtors' schedules,
        listing creditors and amounts owed.

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

        Clerk                            $36 to $54
        Case Manager (Level 1)          $112 to $157
        IT Programming Consultant       $126 to $171
        Case Manager (Level 2)          $166 to $198
        Senior Case Manager             $202 to $247
        Senior Consultant                  $265

A copy of Epiq's service agreement with the Debtors is available
for free at:

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

Edward J. Kosmowski, Vice President and Senior Consultant with
Epiq, assures the Court that the firm is a "disinterested person"
as that term defined in Section 101(14) of the Bankruptcy Code.

                         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.

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.


ANGIOTECH PHARMACEUTICALS: Shares Trading to transfer to OTCQB
--------------------------------------------------------------
Angiotech Pharmaceuticals, Inc. disclosed that trading of shares
of the Company's common stock will be transferred from the Nasdaq
Stock Market to the OTCQB(TM) Marketplace effective January 13,
2011.  As previously disclosed on January 5, 2011, Angiotech
received a notice from Nasdaq stating Angiotech has not regained
compliance with Nasdaq's Listing Rule 5450(a)(1) within the 180
calendar day grace period ending January 3, 2011.  Nasdaq's notice
indicated Angiotech's common shares will be delisted on January
13, 2011.

The Company has been advised by Pink OTC Markets, Inc., which
operates an electronic quotation service for securities traded
over-the-counter, that its securities are immediately eligible for
quotation on the OTCQB.  The OTCQB is a market tier for OTC-traded
companies that are registered and reporting with the Securities
and Exchange Commission.  The Company has also been advised that
its shares will trade under the symbol ANPI. Investors will be
able to view real-time stock quotes for ANPI at
http://www.otcmarkets.com/

Angiotech's common shares will still be tradable on the Toronto
Stock Exchange under the trading symbol "ANP".

               About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) --
http://www.angiotech.com/-- is a global specialty pharmaceutical
and medical device company.  Angiotech discovers, develops and
markets innovative treatment solutions for diseases or
complications associated with medical device implants, surgical
interventions and acute injury.

The Company's balance sheet at Sept. 30, 2010, showed $
326.80 million in total assets, $60.30 million in total
liabilities, and a stockholders' deficit of $622.16 million.

In early December 2010, Angiotech said it has reached an agreement
with the holders of 76% of its 7.75% Senior Subordinated Notes to
extend certain deadlines outlined in their Recapitalization
Support Agreement dated October 29, 2010.  Seventy-three%
of the holders of the Subordinated Notes executed the Initial
Support Agreement and presently, 85% of the holders of the
Subordinated Notes have consented to the Initial Support
Agreement. On November 29, 2010, Angiotech and the Trustee, at the
direction of a majority of the holders of its Subordinated Notes,
extended the grace period applicable to interest payments due on
the Subordinated Notes before an event of default occurs, with
such grace period applicable to the $9.7 million semi-annual
interest payment that was due on the Subordinated Notes on
October 1, 2010 extended until December 30, 2010.

In November 2010, Moody's Investors Service downgraded the
probability of default rating of Angiotech to Ca/LD from Ca and
affirmed the Corporate Family Rating at Ca.  The company's other
existing debt ratings were affirmed.  The outlook is developing.

The assignment of the Ca/LD is the conclusion of the 30-day grace
period in which the company missed the original interest payment
of $9.7 million on its 7.75%, $250 million senior subordinated
notes due Oct. 1, 2010.  Moody's treats the failure to meet the
original contractual terms as a limited default.


AS AMERICA: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investor Service assigned a first time B3 Corporate Family
Rating and B3 Probability of Default Rating to AS America, Inc.
In a related action, Moody's assigned a B3 rating to the proposed
Senior Secured Notes due 2016 of AS America, Inc.  ASD Americas
Holding Corp., AS America, Inc.'s indirect parent holding company,
and its material domestic subsidiaries are guarantors.  The rating
outlook is stable.

The following ratings were assigned:

-- Corporate Family Rating assigned B3;
-- Probability of Default Rating assigned B3; and,
-- 1st Lien Senior Secured Notes due 2016 rated B3 (LGD3, 48%).

American Standard's B3 Corporate Family Rating considers the
company's exposure to cyclical end markets including new home
construction, the repair and remodeling sector, and the commercial
construction industry.  The company is also susceptible to revenue
and operating margin volatility.  The rating also reflects
significant distribution channel concentration, with the big box
retailers representing a large percentage of sales.  Intense
competition with other manufacturers of chinaware, faucets, and
kitchen and bath products -- American Standard's primary products
-- will drive the urgency for new product introduction and
pressure product pricing.  American Standard is also exposed to
volatility in raw material prices and may be unable to immediately
pass through higher costs for commodities such as linerboard,
steel, copper and natural gas and oil, which would have a negative
impact operating margins.

Nonetheless, American Standard's portfolio of well-established
brand names especially, in chinaware, baths and plumbing fixtures,
is a credit strength.  Moody's anticipates American Standard's
operating performance will improve over the next year as it
benefits from cost reduction actions and improved operating
efficiencies.  Once American Standard completes its capital
restructuring, it will have manageable debt leverage with no near-
term maturities.  Revolver availability supports the company's
liquidity as well.

The B3 rating assigned to the proposed $175 million senior secured
notes due 2016 is at the same level as the corporate family
rating, reflecting the preponderance of secured debt in American
Standard's capital structure.  These notes will have a first
priority lien on substantially all of American Standard's non-
current assets and a second priority interest in the proposes
revolving credit facility's security.

The stable outlook reflects Moody's expectations that American
Standard's operating margins and leverage metrics will improve,
and that sufficient revolver availability will help it contend
with ongoing economic uncertainties and the resulting impact on
the residential and commercial end markets.

Although Moody's anticipates improving operating margins, an
improvement in the ratings will depend on the company's ability to
generate meaningful levels of free cash flow.  Furthermore, over
the intermediate term, an improved liquidity profile and operating
performance that results in debt-to-EBITDA sustained below 4.0
times and EBITA-to-interest expense trending towards 2.5 times
could result in a positive rating action.

Factors which might pressure the ratings include a decline in the
company's financial performance, debt financed acquisitions, any
dividends to shareholders or a deteriorating liquidity profile.
Debt-to-EBITDA remaining above 5.5 times or EBITA-to-interest
expense remaining below 1.5 times for an extended period of time
would likely result in rating pressures.

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

AS America, Inc., headquartered in Piscataway, NJ, is a North
American manufacturer and distributor of bath and kitchen products
for use primarily in the repair and remodeling sector, new home
construction and commercial construction industries.  The U.S
represents the majority of sales. Sun Capital Partners, Inc.,
through affiliated funds, is the primary owner of American
Standard. Bain Capital, through its affiliated funds, is a
minority owner.


ASAP EXPRESS: Disclosure Statement Revisions Due Today
------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directs A.S.A.P. Express &
Logistics, Inc., to amend the disclosure statement explaining the
bankruptcy-exit plan it filed on December 30, 2010.  Judge
Tucker's January 10, 2011 order enumerates problems in the Plan
document that the Debtor must correct.  A copy of the Court's
order is available at http://is.gd/0CglLNfrom Leagle.com.

Judge Tucker directs the Debtor to file an amended combined plan
and disclosure statement, which corrects the problems, no later
than January 14, 2011.  The Debtor also must provide to Judge's
chambers a redlined version of the amended combined plan and
disclosure statement.

Based in Romulus, Michigan, A.S.A.P. Express & Logistics, Inc.,
fka A.S.A.P. Express Inc., and fdba ASAP Logistics, Inc., filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-67609) on
September 1, 2010.  Samuel Firebaugh, Esq. --
FirebaughAndrews@comcast.net -- Firebaugh & Andrews, P.L.L.C., in
Westland, Michigan, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $100,001 to $500,000 in assets and
$1 million to $10 million in debts.


BELTWAY 8: Gets Court's Interim Nod to Use FST's Cash Collateral
----------------------------------------------------------------
Beltway 8 Associates, Limited Partnership, sought and obtained
interim authorization from the Hon. Douglas D. Dodd of the U.S.
Bankruptcy Court for the Middle District of Louisiana to use the
cash collateral of FST Watermarke, LLC.

In August 2008, the Debtor obtained a loan from Compass Bank in
the principal amount of $21,250,000 for the refinance and
refurbishment of Watermarke.  The Loan was secured by real
property as well as the Debtor's cash, accounts receivable, and
rents, which may be cash collateral.  Recently the Loan was
acquired by FST Watermarke, LLC, from Compass.  Upon information
and belief, the outstanding balance on the Loan is $21,250,000.

Patrick S. Garrity, Esq., Steffes, Vingiello & McKenzie, LLC,
explained that the Debtor needs access to cash collateral to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the collateral pursuant to a budget, a copy of which is
available for free at http://bankrupt.com/misc/BELTWAY8_budget.pdf

In exchange for using the cash collateral, the Debtor will grant
FST replacement security interests in and liens upon all post-
petition personal property of the Debtor and its estate and all
proceeds and products of that personal property, and postpetition
accounts and cash to the extent that the FST prepetition possessed
a valid and perfected security interest and lien in any such
accounts and cash.  FST will also be granted a claim in the amount
of any postpetition diminution in the value of the FST's security
interest in the assets of the Debtor.

Each Tuesday the Debtor will provide to FST's counsel a written
accounting of all expenses (on a cash basis) for the previous
Saturday through Friday (for example on January 14, 2011, the
Debtor will provide an accounting for the week of January 5-11,
2011).  The Debtor will deliver to FST's counsel on or before the
twentieth day following the end of each calendar month, a
reconciliation of all budgeted amounts and copies of all reports
provided by the Debtor's third-party property management company
to the Debtor and its counsel.  If the Debtor fails to comply with
reporting obligations without the prior written consent of the
FST, the Debtor will have three business days to cure any default
regarding the reporting requirements.  If the Debtor fails to cure
the default, the Debtor's right to use Cash Collateral will
terminate two business days following receipt by Debtor's counsel
of a written notice of the default from FST's counsel.
Thereafter, the Debtor will have the right to seek court authority
to use Cash Collateral on an expedited basis.

The Court has set a hearing for January 28, 2011, at 11:00 a.m. on
the Debtor's request to use cash collateral.

                           About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It 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.


BELTWAY 8: Gets Interim OK to Hire Steffes as Bankr. Counsel
------------------------------------------------------------
Beltway 8 Associates, Limited Partnership, sought and obtained
interim authorization from the Hon. Douglas D. Dodd of the U.S.
Bankruptcy Court for the Middle District of Louisiana to employ
the law firm of Steffes, Vingiello & McKenzie, LLC, as bankruptcy
counsel.

SVM will, among other things:

     a. advise the Debtor of its duty to file monthly reports
        required by applicable law, rule or regulation, and shall
        specifically advise the debtor of the potential
        consequences of non-compliance;

     b. promptly inform the Debtor that it may not pay any debt or
        obligation owed by the debtor on the date of the filing of
        the petition;

     c. advise the Debtor of the prohibition against the sale of
        any of its assets outside the ordinary course of business
        without leave of court; and

     d. advise the Debtor of its obligation to comply with the
        Internal Revenue Code and Internal Revenue Service
        regulations, including in particular the depository
        receipt requirements, and applicable state and local
        taxation law.

The Debtor and SVM didn't disclose how SVM will be compensated for
its services.

William E. Steffes, Esq., a member at SVM, assured the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

The Court has set a final hearing for January 28, 2011, at
11:00 a.m. on the Debtor's request for authorization to hire SVM
as bankruptcy counsel.

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection on January 3, 2011 (Bankr. M.D. La. Case No. 11-10001).
The Debtor estimated its assets and debts at $10 million to
$50 million.


BERNARD L MADOFF: Judge Approves $7.2 Billion Picower Accord
------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that U.S.
Bankruptcy Judge Burton R. Lifland's chambers confirmed Thursday
that the Court has signed off on a settlement wherein Barbara
Picower, the widow of Jeffry Picower, will return $7.2 billion to
the victims of Mr. Madoff's fraud.

The Associated Press says Judge Lifland approved the deal at the
urging of Mr. Picard.

According to Mr. Bray, the Picower settlement brings to nearly
$10 billion the amount that Irving Picard, the court-appointed
trustee for Mr. Madoff's firm, has recovered for Madoff victims.
The recovery represents half of Mr. Picard estimates investors
lost in the scheme.

Mr. Picower, who befriended Mr. Madoff almost three decades ago,
died in October 2009 at 67 years old.  He was found at the bottom
of his swimming pool in Palm Beach, Fla.  He had drowned because
of a heart attack, according to an autopsy at the time.

Mr. Bray notes a group of Madoff investors had objected to the
settlement, arguing in part that it shielded the Picower estate
from additional lawsuits.  He also notes that at the time of the
settlement, Mrs. Picower said in a statement that she was
"absolutely confident" that her husband was in no way complicit in
Mr. Madoff's fraud.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: SEC Withdraws Suit v Chais Estate
---------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that the U.S.
Securities and Exchange Commission has dropped its lawsuit against
Stanley Chais, a Los Angeles money manager who died in September
2010 and allegedly served as one of the biggest feeders of
investor funds to Bernard Madoff.

Mr. Bray relates the voluntary dismissal order was filed in
federal court in Manhattan without prejudice, opening the door for
the regulator to pursue action against his estate at a later date
if it deems additional litigation is necessary.  Mr. Chais, who
had been suffering from a blood disease, died at age 84 in
September.

Mr. Bray says the order notes that Irving Picard, the court-
appointed trustee for Mr. Madoff's firm, is separately pursuing a
lawsuit seeking to recover $1.1 billion from Mr. Chais, his family
or entities he controlled.  Mr. Chais had denied wrongdoing before
his death.

According to Dow Jones, Mr. Chais and his wife reached an
agreement with Mr. Picard to freeze their assets after the lawsuit
was filed in 2009.  The agreement limited their spending to
$45,000 a month in living expenses.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BIOLIFE SOLUTIONS: CEO Reports $575,000 Record Revenue in Q4
------------------------------------------------------------
BioLife Solutions, Inc., issued a corporate update, by its
Chairman and Chief Executive Officer, Mike Rice, to summarize the
continued progress the Company made in 2010 on a number of
strategic growth initiatives.

     I am pleased to report preliminary record revenue of $575,000
     for the fourth quarter of 2010, an increase of 10% over the
     third quarter of 2010, and 20% over the same quarter in 2009.
     Preliminary revenue for the full year of 2010 was $2,081,391,
     an increase of 32% over 2009.  In 2010, we shipped 1,000
     product revenue orders to 250 customers in 30 countries.
     Awareness of the value of our proprietary GMP grade
     biopreservation media products continues to grow throughout
     the worldwide life sciences and clinical communities, as our
     products continue to displace competing "home-brew"
     formulations and commercial preservation media products.

        Regenerative Medicine Market - Continued Product Adoption

      * The worldwide regenerative medicine market is comprised of
        nearly 1,000 commercial companies and hospitals, which are
        developing cell and tissue-based products and therapies to
        treat cancer, heart disease, diabetes, neurologic
        disorders, movement disorders, and many other afflictions.

      * In 2010, our biopreservation media products were
        incorporated into the manufacturing and delivery processes
        of several new developmental stage regenerative medicine
        products.  We estimate that our products are incorporated
        into 40 - 50 regenerative medicine products currently in
        the pre-clinical or clinical trial stage of development.

      * 2010 revenue from this segment grew 34% from 2009, and
        accounted for about 31% of total 2010 revenue.

      * Many regenerative medicine customers have the potential to
        generate in excess of $1 million of annual revenue for
        BioLife if regulatory approvals are obtained and the
        products are successfully commercialized.

        Contract Manufacturing Services - A New Business and
        Revenue Stream

      * Preliminary contract manufacturing revenue for 2010 was
        about 10% of total revenue.  This was a new customer type
        for the Company in 2010 as we began offering additional
        services that leverage our expertise and the capacity
        created by our investment in internal manufacturing.

      * In the fourth quarter we secured a long-term contract
        manufacturing relationship with a leading life sciences
        tools company, in which we will manufacture a private
        labeled cord blood stem cell freeze media product for our
        partner.  We estimate our partner has approximately 10% of
        the market for cord blood stem cell freeze media products.

      * We estimate that nearly all 2010 contract-manufactured
        products are intended for distribution to cord blood banks
        in the biobanking segment, and we expect continued growth
        in this segment in 2011.

        Distributor Sales - Growth in Our Indirect Sales Channel

      * Revenue from our indirect distribution channel doubled
        from 2009 as our partners increased their order volume
        significantly in the fourth quarter and full year 2010.
        Revenue from this channel was about 10% of total revenue.

     In summary, 2010 was pivotal year in the Company's history
     and growth as we continued to build a recurring revenue base
     that can transform BioLife into a valuable enterprise and an
     attractive investment opportunity.  We remain focused on our
     financial priorities for the next 24 to 36 months, which
     include achieving positive cash flow and reducing our debt
     levels.  In 2011, we look to acquire additional customers in
     our strategic market segments including regenerative m
     medicine, biobanking, and drug discovery, and also execute
     new contract manufacturing and distribution agreements.

     On behalf of BioLife Solutions, our team members and Board of
     Directors, I thank you for your continued confidence and
     support, and look forward to reporting on our progress in
     2011.

     Sincerely,

     Mike Rice

     Chairman & Chief Executive Officer

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company's balance sheet at Sept. 30, 2010, showed
$1.29 million in total assets, $10.51 million in total
liabilities, and a stockholders' deficit of $9.22 million.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Peterson Sullivan LLP, in Seattle, Washington, in its March 30,
2010 report, said BioLife Solutions, Inc. has been unable to
generate sufficient income from operations to meet its operating
needs.  Additionally, the Company used $2.4 million in cash for
operating activities during the year ended December 31, 2009, and
has an accumulated deficit of $50 million at December 31, 2009.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the independent auditors
said.


B.R. SUMMERLIN: Section 341(a) Meeting Scheduled for Feb. 10
------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of B.R.
Summerlin Property, LLC's creditors on February 10, 2011, at 1:00
p.m.  The meeting will be held at 300 Las Vegas Boulevard, South,
Room 1500, Las Vegas, NV 89101.

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.

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection on January 5, 2011
(Bankr. D. Nev. Case No. 11-10148).  Gabrielle A. Hamm, Esq., at
Gordon Silver, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
November 29, 2010.


BROOKE CORP: Judge Lets Ch. 7 Trustee Settle $4-Mil. in Claims
--------------------------------------------------------------
A bankruptcy judge Wednesday granted a request by Brooke Corp.'s
trustee to settle a $4 million chunk of claims in the insurance
agency's Chapter 7 proceedings independently, Bankruptcy Law360
reports.

                     About Brooke Corp.

Albert Riederer was appointed special master of Brooke Corporation
in prepetition federal court proceedings.  Shortly after Brooke
Corporation filed for Chapter 11 bankruptcy protection (Bankr. D.
Kansas Lead Case No. 08-22786) on October 28, 2008, Mr. Riederer
was appointed Chapter 11 Trustee.  When the case was converted to
Chapter 7 on June 29, 2009, Mr. Riederer was appointed Chapter 7
Trustee.  On October 29, 2008, the Court granted a motion to
jointly administer the bankruptcies of Brooke Corporation, Brooke
Capital Corporation, and Brooke Investment, Inc., with the Brooke
Corporation bankruptcy case being the lead case.


BRUNSCHWIG & FILS: Files for Ch. 11 to Sell Assets to Kravet
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brunschwig & Fils Inc. filed a Chapter 11 petition to
learn if anyone will top the $6.5 million offer for the business
from competitor Kravet Inc.  Brunschwig wants other offers by
March 3, with an auction not more than two days later.

The report relates that Kravet's offer is $6.5 million cash plus
the cost of curing defaults on leases and contracts, less whatever
is outstanding on the $4 million credit to finance the Chapter 11
case.  Kravet is providing the loan.

Mr. Rochelle relates that Brunschwig & Fils blamed the bankruptcy
on the decrease in consumer spending which caused sales to decline
by 35% in 2009 and 30% in 2010.

Brunschwig & Fils is a century-old distributor of wall coverings
and upholstery fabrics.  Brunschwig has 17 showrooms in the U.S.
and three abroad.  It offers 17,000 fabrics and 1,200 wall
coverings. Company showrooms are open to the trade only.

Brunschwig & Fils filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 11-22036) in White Plains, New York on Jan. 12, 2011.
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP, in New
York, represents the Debtor in its chapter 11 effort.  The Debtor
estimated assets and debts of $1 million to $10 million in its
Chapter 11 petition.


BRUNSCHWIG & FILS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Brunschwig & Fils, Inc.
        75 Virginia Road
        North White Plains, NY 10603

Bankruptcy Case No.: 11-22036

Chapter 11 Petition Date: January 12, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Alan D. Halperin, Esq.
                  HALPERIN BATTAGLIA RAICHT LLP
                  555 Madison Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964
                  E-mail: ahalperin@halperinlaw.net

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

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

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

The petition was signed by T. Olivier Peardon, president.


CARGO TRANSPORTATION: Files for Ch. 11 After Dispute with Lender
----------------------------------------------------------------
Sunrise, Florida-based Cargo Transportation Services, Inc., filed
for Chapter 11 protection on Jan. 12, 2011 (Bankr. M.D. Fla. Case
No. 11-00432), estimating assets of $50 million to $100 million
and debts of $10 million to $50 million.

No customary "first day" motions were filed by the Debtor other
than an emergency motion for access to cash collateral.

The Debtor is a Florida corporation that provides comprehensive
transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  The Debtor employs approximately 140 employees and
averages $100,000,000 in gross revenue per year.

The Debtor says it has 200 trucks delivering more than 1,100
shipments to customers.  "Unfortunately, the drivers currently do
not have money to buy fuel because Comerica Bank, relying on
technical non-monetary defaults that the Debtor disputes, has
refused to allow the Debtor to use its cash.  Accordingly, the
Debtor had no choice but to file this bankruptcy petition," said
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, counsel to the Debtor.

The Debtor is requesting that the Bankruptcy Court order Comerica
Bank to allow the Debtor to use cash collateral to avoid immediate
and irreparable harm.

                       $7.9 Million Debt

Pursuant to a Master Revolving Note dated May 17, 2010, the Debtor
has a $10.5 million line of credit with Comerica Bank secured by
the Debtor's accounts receivable.

Relying on technical nonmonetary defaults that are disputed by the
Debtor, on January 10, 2011, Comerica unilaterally seized the
Debtor's monies in its bank accounts and has since been collecting
100% of the Debtor's accounts receivable, Mr. Peterson relates.
He said that the amount collected by the Lender to date is
$1.7 million.  The current balance due to the Lender is $7.9
million.  The total outstanding receivables are in excess of
$9.5 million.

In the event that the Lender asserts a lien on Cash Collateral, in
exchange for the Debtor's ability to use Cash Collateral in the
operation of its business, the Debtor proposes to grant, as
adequate protection, to the petitioning Lender a replacement lien
equal in extent, validity, and priority to the lien held by the
Lender as of the Petition Date.  The Debtor asserts that any
interests of Lender will be adequately protected by replacement
liens.

"If allowed to use Cash Collateral, the Debtor believes that it
can stabilize its business operations and maintain going concern
value.  Otherwise, the Debtor's business operations will cease and
its assets will have only liquidation value," Mr. Peterson
relates.


CARGO TRANSPORTATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Cargo Transportation Services, Inc.
        1300 Sawgrass Corporate Parkway, Suite 110
        Sunrise, FL 33323

Bankruptcy Case No.: 11-00432

About the Company: The Debtor is a Florida corporation that
                   provides comprehensive transportation services
                   to clients nationwide, including customized
                   consolidation, distribution, logistics and
                   warehousing services.  The Debtor has 140
                   employees and averages $100,000,000 in gross
                   revenue per year.

Chapter 11 Petition Date: January 12, 2011

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

Judge: Michael G. Williamson

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  E-mail: epeterson@srbp.com

Estimated Assets: $50,000,001 to $100,000,000

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 David Bell, president.


CARIAN MANAGEMENT: To Present Plan for Confirmation on March 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico entered
on December 3, 2010, its order approving the disclosure statement
explaining Carian Management, Inc.'s proposed Plan of
Reorganization.

With the approval of the disclosure statement, the Debtor may now
commence the solicitation of acceptances of its Plan of
Reorganization.

The hearing to consider the confirmation of the Plan will be held
on March 9, 2011, at 9:00 a.m. at the U.S. Post Office and
Courthouse Building, Courtroom 3, 300 Del Recinto Street, Old San
Juan, Puerto Rico.

Any objection to confirmation of the Plan will be filed on or
before seven days prior to the date of the hearing on confirmation
of the Plan.

Within seven working days before the hearing on confirmation, the
Debtor will file with the Court its statement setting forth
compliance with each of the requirements of Section 1129 of the
Bankruptcy Code, the acceptances and rejections, and the
computation of the same.

As reported in the Troubled Company Reporter on November 1, 2010,
the Plan will be substantially supported by the Debtor's
operations and the possible sale or surrender of assets in payment
to the Debtor's creditor Banco Popular de Puerto Rico if
necessary to ensure the Debtor's operation.

With respect to the secured claim of Banco Popular, the two
outstanding term loans (with a total outstanding balance of
$11,963,632), that are secured by the Debtor's real property, will
be combined into a single term loan up to the value of the
collateral with an amortization period of 30 years and an interest
rate of the prime rate plus 1%.  The obligation is secured up to
an amount of $11,892,000.  The remaining portion of the obligation
will be treated as unsecured.

The secured claim of CRIM ($166,369) will be paid over the course
of 72 monthly payments plus interest at the prime rate.

With respect to general unsecured claims aggregating $5,965,721,
AAA Imports, Inc., will take on the $4,855,504 revolving loan to
Westernbank.  Carian will accept responsibility for AAA Imports'
obligation as an unsecured debt but will not make any payments on
the obligation unless AAA Imports defaults.  With respect to the
remaining claims, the Debtor will distribute a dividend of 10% on
all claims paid over the course of 72 months from the effective
date.

                   About Carian Management, Inc.

Dorado, Puerto Rico-based Carian Management, Inc.'s prime business
is the ownership, maintenance and development of the real property
that it leases to its sister company, AAA Imports and other
customers.  The Company filed for Chapter 11 protection on May 13,
2010 (Bankr. D. P.R. Case No. 10-04052).  Carmen D. Torres, Esq.,
at the Law Offices of C. Conde, assists the Debtor in its
restructuring effort.  The Company estimated assets and debts at
$10 million to $50 million as of the petition date.

The Company's affiliate, AAA Imports, Inc., filed a separate
Chapter 11 petition on May 12, 2010.


CATHOLIC CHURCH: Milwaukee Proposes KCC as Noticing Agent
---------------------------------------------------------
The Archdiocese of Milwaukee seeks permission from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Kurtzman Carson Consultants LLC as its notice, plan
solicitation, and balloting agent, subject to that certain
agreement for services, dated as of December 23, 2010, between the
parties.

As noticing agent, KCC will:

  (a) prepare and serve required notices in the Chapter 11 case,
      including notice of the commencement of the case and the
      claims bar date;

  (b) maintain an up-to-date mailing list of all creditors and
      all entities, who have filed requests for notices in the
      case and provide the list to the Court or any interested
      party upon request;

  (c) comply with applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

  (d) promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe; and

  (e) assist with, among other things, maintaining and updating
      the master mailing lists of creditors, gathering data in
      conjunction with the preparation of the Archdiocese's
      schedules of assets and liabilities, and statements of
      financial affairs.

KCC will be paid for its services, expenses and supplies at the
rates or prices it sets and in effect as of the date of the
Services Agreement in accordance with the KCC Fee Structure.  The
Archdiocese will also reimburse KCC for its reasonable out of
pocket expenses incurred in connection with the retention.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, assures Judge Kelley that KCC neither holds nor
represents any interest materially adverse to the estate in
connection with any matter on which it would be employed, and that
it is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                         *     *     *

The Court authorized the Archdiocese to employ KCC as notice, plan
solicitation and balloting agent.  The terms of the Services
Agreement are also approved subject to these modifications:

  -- KCC is not authorized to establish accounts with financial
     institutions in the name of, and as agent for, the
     Archdiocese;

  -- KCC is not authorized to assist the Archdiocese in
     preparation of the schedules of assets and liabilities, and
     statements of financial affairs;

  -- KCC is authorized to provide other noticing, solicitation
     and administrative services that the Archdiocese may
     request from time to time; and

  -- KCC is authorized to provide noticing services in the
     bankruptcy case to the U.S. Trustee.

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Milwaukee Proposes O'Neil as Special Counsel
-------------------------------------------------------------
The Archdiocese of Milwaukee seeks permission from the United
States Bankruptcy Court for the Eastern District Wisconsin to
employ O'Neil, Cannon, Hollman, DeJong & Laing S.C. as its special
counsel under a general retainer in connection with certain real
estate matters, which O'Neil Cannon historically handles for the
Archdiocese.

The Archdiocese's proposed lead counsel, Whyte Hirschboeck Dudek
S.C., will determine and assign discrete matters to O'Neil Cannon
in a manner that will avoid duplication of legal services, John J.
Marek, treasurer and chief financial officer of the Archdiocese,
tells the Court.  He adds that to the extent any matter will
necessarily involve both O'Neil Cannon and Whyte Hirschboeck, the
services that O'Neil Cannon will provide will be complementary to
rather than duplicative of the services to be performed by Whyte
Hirschboeck.

The O'Neil Cannon professionals, who will be handling the
Archdiocese's case and their current standard hourly rates, are:

                                 Hourly
    Professional               Rate/Range
    ------------               ----------
    John G. Gehringer             $325
    Seth E. Dizard                $295
    William A. Wiseman            $320
    J. Miles Goodwin              $295
    Robert J. Tess                $240
    John R. Schreiber             $240
    Madonna L. Ravet              $135
    Shareholders              $230 - $380
    Senior Attorney           $295 - $320
    Associates                $165 - $260
    Paralegals                       $135

O'Neil Cannon will also be reimbursed for its necessary expenses
incurred in connection with the retention.  The firm received a
$25,000 prepetition advance, which remains to be applied to its
services for the Archdiocese, discloses Mr. Marek.  The estimated
fee for the services to be provided by O'Neil Cannon to the
Archdiocese will be $100,000, barring currently unforeseen
circumstances, he adds.

John G. Gehringer, Esq., a shareholder at O'Neil Cannon, assures
Judge Kelley that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: PETA Offers Milwaukee Cash in Exchange of Statue
-----------------------------------------------------------------
PETA sent a letter to The Most Rev. Jerome E. Listecki, archbishop
of Milwaukee, with an offer that could help the archdiocese not
only ease its financial woes somewhat but also rebuild its image
as a force for positive change: display a statue -- furnished by
PETA -- that depicts Jesus holding a lamb and bears the
inscription "Blessed Are the Merciful -- Go Vegan," and PETA will
pay the church hard cash.  PETA's offer comes on the heels of
reports that the archdiocese has filed for Chapter 11 bankruptcy
as a result of extensive litigation surrounding sex scandals.  In
the letter, PETA points out that Jesus would be appalled to
witness today's treatment of God's animals who are raised and
killed for food.

"Factory farms and slaughterhouses are hell for animals," says
PETA Vice President Bruce Friedrich, a Roman Catholic.  "We're
asking the archbishop to do the Christian thing and encourage
members of the archdiocese to live a healthier, more humane life
and show the ultimate mercy to God's creations by going vegan."

    PETA's letter to Archbishop Listecki:

    January 6, 2011

    The Most Reverend Jerome E. Listecki
    Archbishop of Milwaukee

    Your Excellency,

    I am writing on behalf of People for the Ethical Treatment
    of Animals (PETA) and our more than 2 million members and
    supporters to express our condolences regarding your recent
    bankruptcy announcement and to suggest a partnership into
    the future that would put your diocese in the news for
    something laudable and forward-thinking.

    One thing I love about being Catholic is the Church's focus
    on service, especially to the meekest among us.  That is why
    PETA would like to offer to erect a statue on the grounds of
    the Archdiocese's headquarters depicting Jesus holding a
    lamb, with an inscription reading, "Blessed Are the
    Merciful.  Go Vegan."  Please see the attached artwork for a
    better idea of what we are suggesting.  We hope that you
    like it and see its inherent value for the Church, but we
    would also be happy to pay a reasonable sum, which will help
    a bit as the diocese restructures its finances.

    The routine treatment of animals in today's meat, dairy, and
    egg industries goes against everything that Holy Mother
    Church stands for: Chickens and turkeys routinely have their
    throats cut while they are still conscious, piglets have
    their tails and testicles removed without any painkillers,
    fish are suffocated or cut open while still alive on the
    decks of fishing boats, and terrified calves are torn away
    from their bellowing mothers just hours after birth.  When
    Pope Benedict XVI (then Cardinal Ratzinger) was asked about
    the rights of animals in a 2002 interview, he denounced the
    institutionalized cruelty of factory farming, saying:

    Animals, too, are God's creatures . . . .  Certainly, a sort
    of industrial use of creatures, so that geese are fed in
    such a way as to produce as large a liver as possible, or
    hens live so packed together that they become just
    caricatures of birds, this degrading of living creatures to
    a commodity seems to me in fact to contradict the
    relationship of mutuality that comes across in the Bible.

    Our statue would honor Christ's message of service and
    compassion and help demonstrate that the church is a force
    for positive change.  I would be honored to hear from you if
    you would like to discuss our offer further.  Thank you for
    your consideration.

    In Christ's light,

    Bruce Friedrich
    Vice President

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: St. Dennis Plea to Use Insurance Denied
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied,
without prejudice, the request for relief from the automatic stay
filed by St. Dennis' Roman Catholic Church, for the reasons stated
on the record at the hearing on the request held on January 3 and
continued on January 4, 2011.

St. Dennis' Roman Catholic Church asked the U.S. Bankruptcy Court
for the District of Delaware for relief from the automatic stay to
allow the use of proceeds from insurance policies, under which the
Catholic Diocese of Wilmington, Inc., is named as a co-insured, to
fund any settlement reached between St. Dennis and Joseph Curry in
the case filed in the Superior Court for the State of Delaware in
and for New Castle County and styled Joseph Curry v. Catholic
Diocese of Wilmington, Inc. and St. Dennis' Roman Catholic Church
(C.A. No. 08C-07-239 (CLS)).

The filing of the Diocese's bankruptcy petition stayed the State
Court Action with respect to the Diocese, relates William D.
Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in Wilmington,
Delaware.  He adds that on February 4, 2010, the Bankruptcy Court
entered an order extending the automatic stay to certain other
non-debtor entities, including the Parish.

                  About the Diocese of Wilmington

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

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

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

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CEDAR FAIR: Moody's to Keep 'Ba3' Rating Amid Q Funding Proposal
----------------------------------------------------------------
Moody's Investors Service said Cedar Fair, L.P.'s Ba3 Corporate
Family Rating and stable rating outlook are not affected by unit
holder approval of Q Funding's proposal to adopt a change to the
Partnership Agreement to separate the roles of Chairman and CEO
and potential approval of a second proposal to prioritize
distributions to unit holders.

The last rating action was on May 20, 2010, when Moody's changed
Cedar Fair's rating outlook to stable from negative, upgraded the
speculative-grade liquidity rating to SGL-2 from SGL-3, and
assigned a Ba2 senior secured credit facility rating, and B2
senior unsecured note rating in conjunction with a proposed
refinancing of the capital structure.  Moody's commented on
July 15, 2010, that Cedar Fair's revised financing structure did
not affect the company's ratings and indicated on October 15,
2010, that Q Funding's proxy filing did not affect Cedar Fair's
ratings.

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

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership (MLP) formed in 1987 that owns
and operates 11 amusement parks, seven water parks (six outdoor
and one indoor) and hotels in North America.  Properties are
located in the U.S. and Canada and include Cedar Point, King's
Island, Knott's Berry Farm, and Canada's Wonderland.  In June
2006, Cedar Fair, L.P., completed the acquisition of Paramount
Parks, Inc., from a subsidiary of CBS Corporation for a purchase
price of $1.24 billion.  Cedar Fair's revenue for the LTM ended
September 26, 2010, was approximately $953 million.


CENTRALIA OUTLETS: Final Hearing on Cash Collateral Use Set Feb. 3
------------------------------------------------------------------
As reported in the Troubled Company Reporter on December 14, 2010,
the U.S. Bankruptcy Court for the Western District of Washington
granted interim approval of (i) Centralia Outlets, LLC's use of
cash collateral, through February 7, 2011, and (ii) adequate
protection in favor of Sterling Savings Bank, in the form of
monthly interest payments and a lien against postpetition leases
and the rents and other income therefrom.

On January 4, 2011, the Court gave notice that a final hearing on
the cash collateral motion of Centralia Outlets, LLC, will be held
on February 3, 2011.

Oppositors to the Debtor's motion for authority to use cash
collateral have until January 27, 2011, to file their written
response with the court clerk, serve two copies on the Judge's
chambers and deliver copies to Bush Strout & Kornfel, counsel for
the Debtor.

The Debtor's counsel may be reached at:

     James L. Day, Esq.
     BUSH STROUT & KORNFEL LLP
     5000 Two Union Square
     601 Union Street
     Seattle, WA 98101-2373
     Tel: (206) 292-2110
     Fax: (206) 292-2104

As of December 2, 2010, the Debtor owed the Bank $24,268,584.

Tacoma, Washington-based Centralia Outlets LLC is the owner of the
Centralia Factory Outlets mall in Centralia, Washington.  The
Debtor filed for Chapter 11 protection on Dec. 3, 2010 (Bankr.
W.D. Wash. Case No. 10-24529), after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  The
Debtor estimated assets and debts of $10 million to $50 million.


CENTRALIA OUTLETS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Centralia Outlets LLC filed with the U.S. Bankruptcy Court for the
Western District of Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $28,825,000
  B. Personal Property               $381,999
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,985,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $14,507
                                  -----------     -----------
        TOTAL                     $29,206,999     $23,999,507

A full-text copy of the Schedules of Assets and Liabilities is
available for free at:

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

Tacoma, Washington-based Centralia Outlets LLC is the owner of the
Centralia Factory Outlets mall in Centralia, Washington.  The
Debtor filed for Chapter 11 protection on Dec. 3, 2010 (Bankr.
W.D. Wash. Case No. 10-24529), after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  The
Debtor estimated assets and debts of $10 million to $50 million.


CENTRIX FINANCIAL: Suit vs. Insurers Stays in Bankruptcy Court
--------------------------------------------------------------
District Judge Philip A. Brimmer denied the insurer defendants'
demand for jury trial and motion for withdrawal of the reference
to the bankruptcy court of the action, Centrix Financial, LLC, et
al., Centrix Financial Liquidating Trust, and Jeffrey A. Weinman
in his capacity as Trustee for the Centrix Financial Liquidating
Trust, v. National Union Fire Insurance Company of Pittsburgh,
Pa., and AIG Domestic Claims, Inc., Case No. 09-cv-01542 (D.
Colo.).  Judge Brimmer held that the Adversary Proceeding appears
to be in its initial stages and the Bankruptcy Court is in a
better position to oversee the discovery process.  Judge Brimmer
noted that the plaintiffs' claim for insurance will largely
overlap with the facts underlying a case against Centrix employees
and officers.

In September 2008, plaintiffs sued Robert E. Sutton and numerous
other defendants, alleging that Mr. Sutton engaged in a series of
fraudulent schemes that ultimately bankrupted the Debtors.
Certain of the Sutton Proceeding defendants filed a motion to
withdraw the reference, which the District Court granted in part
and denied in part on June 8, 2009, declining to immediately
withdraw the reference.  In re Centrix Financial, LLC, No.
09-cv-0088-PAB, 2009 WL 1605826 (D. Colo. June 8, 2009).

Prior to the Sutton Proceeding, the insurer defendants filed a
proof of claim in the bankruptcy court on June 18, 2007.  Part of
that claim related to an insurance policy -- Fidelity Bond --
issued by the defendants to Centrix, covering losses resulting
from wrongful acts by Centrix employees and officers.  Plaintiffs
did call upon the defendants to pay on the Fidelity Bond.  The
defendants did not pay the insurance claim.

A copy of the District Court's January 7, 2011 Order is available
at http://is.gd/Byf4HFfrom Leagle.com.

                       About Centrix Financial

Based in Reno, Nevada, Centrix Financial LLC was a subprime
auto lender.

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, filed an
involuntary chapter 11 petition against the Debtors (Bankr.
D. Colo. Case No. 06-16403) on Sept. 15, 2006, alleging more
than $4.6 million owed.  Lee M. Kutner, Esq., at Kutner Miller,
P.C., and David von Gunten, Esq., at Von Gunten Law LLC,
represented the petitioners.

Centrix and some affiliates filed voluntary Chapter 11
petitions (Bankr. D. Nev. Case No. 06-50631) on Sept. 19,
2006.  CMGN LLC, another affiliate, filed its Chapter 11
petition (Bankr. D. Nev. Case No. 06-50631) on Sept. 4, 2006.

The Debtors' cases were consolidated and transferred (Bankr.
D. Colo. Case No. 06-16403) on Sept. 27, 2006.  Craig D.
Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork, Esq.,
at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors.  The Official Committee of Unsecured
Creditors was represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP.  Kurtzman Carson Consultants LLC was
the Debtors' claims agent.  In it Schedules filed with the
Court, Centrix Financial disclosed total assets of $23,928,171
and total debts of $109,189,359.

On February 6, 2007, the Bankruptcy Court authorized the sale of
substantially all of the Debtors' assets.  In late 2007, the
Debtors proposed a liquidating chapter 11 plan, and the Honorable
Elizabeth E. Brown confirmed that plan in early 2008.  The Centrix
Liquidating Trust was created under that chapter 11 plan and
Jeffrey A. Weinman was appointed the liquidating trustee.


CHINA VILLAGE: Court Sets February 18 Disclosure Statement Hearing
------------------------------------------------------------------
China Village, LLC, filed on January 2, 2011, its Chapter 11 Plan
of Reorganization and explanatory disclosure statement with the
U.S. Bankruptcy Court for the Northern District of California.

The Bankruptcy Court set a hearing for February 18, 2011, at
2:00 p.m. to consider the approval of the adequacy of the
Disclosure Statement.  Objections to the Disclosure Statement must
be filed and served no later than seven days prior to the hearing.

Upon approval of the Disclosure Statement, the Debtor may commence
solicitation of votes for acceptance of the Plan.

The Plan contemplates the sale of the Property at anytime during
the term of the Plan, which is three years.  At the conclusion of
the three year term, if Debtor is current in its interest payments
on the C-2 Claim of Cathay Bank, and is otherwise in compliance
with the terms of this Plan, Debtor will have the option to
automatically extend the Term of the Plan for an additional two
year period.  To the extent that such payments are to be funded by
Redwood Mortgage, the consent of Redwood Mortgage to any extension
will be required.

                       Redwood Plan Funding

One of the key components of the Plan involves funding by Redwood
Mortgage, which holds a second position deed of trust in the
Debtor's Property in the amount of $13,500,000.  The funding will
be used to pay specified claims in the bankruptcy case.

Pursuant to the terms and conditions of the Redwood Plan Funding,
Redwood Mortgage will advance to the Reorganized Debtor up to the
sum of $1,000,000 over 36 months from the Effective Date of the
Plan, subject to the Debtor obtaining not less than 50% lease
occupancy within 18 months of the Effective Date and 75% lease
occupancy as of 36 months after the Effective Date.

The Advance Funds can only be used for (i) monthly interest only
payments to Cathay Bank pursuant to the treatment of the claim of
Cathay Bank as set forth in the Plan; (ii) daily and ordinary
repairs to the Property, subject to approval by Redwood Mortgage;
and (iii) third party leasing commissions, also subject to
approval by Redwood Mortgage.

In consideration for the Redwood Plan Funding, Redwood Mortgage
will be paid the following amounts from the sale of the Property.
After payment of any outstanding property taxes, the secured
claims of Cathay Bank and Redwood Mortgage, out of the remaining
proceeds, Redwood will be paid the following percentage of the
Proceeds: 25% of the Proceeds if the Property is sold within one
year from the Effective Date of the Plan; 50% of the Proceeds if
the Property is sold at any time between one year and one day
after the Effective Date through and including the end of year
three; and 75% of the Proceeds should a sale occur in years four
and five after the Effective Date.  In the event of a refinance,
then Redwood Mortgage will be paid a sum calculated in accord with
the foregoing, based on a hypothetical sale of the Property at its
then appraised value.

Administrative Claims under Class A, Priority Claims under Class
B, Real Property Tax Claims under Class C-1 and Claims of Members
under Class E are unimpaired.  Class A claims will be paid in
full, in cash, on the Effective Date of the Plan.  Class B claims
will be paid be paid in full, in cash, on or prior to the due date
for payment of such claims.  The Class C-1 property taxes are
current.  Future property taxes will be paid on a current basis as
they become due from rental income from the Property.  In the
event that all claims are paid in full, Class E members, currently
comprised of three members of Debtor, will retain their interests
without impairment.

The secured claim of Cathay Bank under Class C-2, owed in the
principal amount of $22,300,000 in addition to any unpaid and
accrued interest and other costs claimed, will receive monthly
interest-only payments for a period of 3 years from the Redwood
Plan Funding.  The balance of the Class C-2 Claim will be due and
payable three years after the Effective Date of the Plan, with
such payment to be made from the sale or refinance of the
Property, or from contributions from a member or new member.

The secured claim of Redwood Mortgage under Class C-3, including
amounts funded by Redwood Mortgage pursuant to the Plan, will be
treated pursuant to the terms of the Redwood Plan Funding.  The
Class C-3 Claim, including the principal balance, accrued costs,
interest, and amounts funded pursuant to the Redwood Plan Funding,
will be due and payable three years after the Effective Date of
the Plan, with such payment to be made from the sale or refinance
of the Property, or from contributions from a member or new
member.

The secured claim of Sarabjit Hundal under Class C-4, owed in the
principal amount of $1,000,000, and the secured claim of Gurdip
Sekhon under Class C-5, owed in the principal amount of
$1,000,000, will be due and payable three years after the
Effective Date of the Plan.

Unsecured Claims under Class D will be paid three years from the
Effective date of the Plan from proceeds from the sale or
refinance of the Property, or from contributions from a member or
new member.  If Class D Allowed Claims are paid in full, claims
within this category will be entitled to interest.  However, if
the means for providing payment to Class D Claims are not
sufficient for a 100% dividend, then Class D claims will not
receive interest and the payment to Class D Claimants will be made
on a pro-rata basis from available assets.  If Class D Allowed
Claims are not paid in full, the portion of the unpaid balance of
each Class D Allowed Claim will be discharged.

Classes C-2, C-3, C-4, C-5, and D are all impaired under the Plan,
and are entitled to vote.

A copy of the disclosure statement in support of the Chapter 11
Plan of Reorganization, dated December 30, 2010, is available at
no charge at:

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

                     About China Village, LLC

Milpitas, California-based China Village, LLC, is a limited
liability company that company that was created on May 10, 2005.
The members of Debtor are Thomas Nguyen, the Responsible
Individual in this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le
(83%).  The Debtor is in the business of purchasing, leasing,
renovating and selling commercial real property.  The Debtor
currently owns a significant commercial property in Fremont,
California, that has 370,019 square feet of rentable space on
25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Calif. Case No. 10-60373).  Lawrence
A. Jacobson, Esq., Sean M. Jocobson, Esq., at Cohen And Jacobson,
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.


CIELO APARTMENTS: Courts Grants Debtor's Motion to Dismiss Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, approved on January 10, 2011, the motion of Cielo
Apartments, LLC, for the dismissal of its Chapter 11 case.

Pursuant to an agreement between the Debtor and Bank of America,
N.A., the Court granted BOA relief from the automatic stay in an
order entered December 22, 2010.  In addition, BOA has or will pay
certain funds to the Debtor under the terms of the parties'
agreement and the Stay Relief Order.

As substantially all prepetition assets of the Debtor's bankruptcy
estate will be liquidated in accordance with the Stay Relief
Order, the Court finds that the Debtor's remaining assets,
including the Settlement Funds, will just be eroded by further
administration of the bankruptcy case, and that continuation of
the case under these circumstances will necessarily burden the
estate with additional costs and expenses to the detriment of the
Debtor's remaining creditors.

                   About Cielo Apartments, LLC

Charlotte, North Carolina-based Cielo Apartments, LLC, owns,
leases and operates an apartment building located at 4943 Park
Road, Charlotte, North Carolina.  Cielo Apartments filed for
Chapter 11 bankruptcy protection on December 3, 2010 (Bankr. W.D.
N.C. Case No. 10-33570).  Glenn C. Thompson, Esq., at Hamilton
Moon Stephens Steele & Martin, serves as the Debtor's counsel. The
Debtor estimated its assets and debts at $10 million to
$50 million.


COLUMBUS MCKINNON: S&P Affirms 'BB-' Corporate Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on Amherst, N.Y.-based Columbus McKinnon Corp.  At
the same time, S&P assigned its 'B+' issue-level rating to the
Company's proposed $150 million new senior subordinated notes due
2019.  The recovery rating on this debt is '5', indicating S&P's
expectation for modest recovery (10-30%) in the event of a
payment default.  The outlook remains stable.

"The ratings on Columbus McKinnon reflect our expectation that the
Company's credit measures will improve from currently weaker-than-
expected levels for the rating and return to levels more
commensurate with our expectations by the end of fiscal 2012,
including adjusted debt to EBITDA of 4x or less," said Standard &
Poor's credit analyst Peter Kelly.  "In particular, we expect that
improvements in the Company's operations and end markets will
benefit profitability.  We assume that adjusted operating margins
will strengthen to the low teens, up from about 7% at the end of
second-quarter 2011.  Although free operating cash flow could be
limited in fiscal 2011, the Company's $57 million cash balance as
of Sept. 30, 2010, and our expectation for adequate covenant
headroom under its revolver following a recent amendment support
the Company's liquidity."

The outlook is stable.  While S&P expects credit measures to
remain somewhat weak for S&P's expectations, with adjusted
financial leverage likely to remain around 5x debt to EBITDA at
fiscal year-end 2011, S&P believes credit measures will improve in
fiscal 2012.  S&P's rating assumes that end-market demand and
operational efficiencies will support the recovery of adjusted
operating margins towards the low teens, up from about 7% at the
end of second-quarter 2011.  This would translate into credit
measures more in line with S&P's expectations, including adjusted
debt to EBITDA of 4x or less and FFO to total debt of more than
15%.

"We could lower the ratings if flattish revenue performance or
manufacturing inefficiencies delay the expected recovery in
operating profitability, or lead to subpar free cash flow
generation," Mr. Kelly continued.  "This could happen for instance
if operating margins become likely to remain below 10% for an
extended period, since this could cause adjusted FFO to total debt
to remain below 15%.  S&P consider an upgrade in the next year or
two as unlikely, because of the Company's weak business risk
profile and its currently subpar credit protection measures."


COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corporate Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Compass
Diversified Holding's $325 million senior secured revolving credit
facility and a B1 rating to the $200 million senior secured term
loan.  At the same time, Moody's affirmed the Ba3 corporate family
rating, B1 probability of default rating and SGL 2 speculative
grade liquidity rating.  The rating outlook remains stable.
Ratings on the existing term loan and revolver will be withdrawn
upon closing of the transaction.

The proceeds are expected to be used to repay amounts outstanding
under the existing senior secured credit facility and to fund
future acquisitions.  "Compass has historically financed its
acquisitions through revolver draw downs that were later repaid
with operating cash flow," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.  "We expect this practice
to continue after the company deploys the $95 million of proceeds
from the offering," he added.  Based on September 2010
information, proforma for the refinancing and $70 million equity
offering in November 2010, the company would have no revolver
borrowings, $200 million of funded debt outstanding and almost
$115 million of cash.

The Ba3 corporate family rating reflects the company's strong
industry diversification, low financial leverage and good interest
coverage.  The rating also benefits from the company's size with
revenue around $1.6 billion, strong geographic diversification
throughout the US and strong operating and financial controls over
its subsidiaries.  In addition to distributing the majority of its
operating cash flow to shareholders, the rating is constrained by
the uncertain economy, the extreme earnings volatility in its
staffing business and by fluctuating operating margins in most of
its other businesses.

The Ba1 rating for the revolver and the B1 term loan rating
reflect both the overall probability of default of the company, to
which Moody's assigns a PDR of B1, and a loss given default of LGD
2, 13%, for the revolver and LGD 4, 56%, for the term loan.  The
term loan contains a "last out" provision whereby any payments,
including in liquidation, are required to be applied to the
revolver before the term loan.  The term loan and revolver are
issued by Compass Diversified Holdings and are not guaranteed by
its operating subsidiaries, but are secured on a first lien basis
by Compass' assets, including intercompany loans, which are
secured on a first lien basis by each subsidiary's assets.
Because of the "last out" provision, the revolver is ranked ahead
of the term loan in Moody's LGD notching template.

The stable outlook reflects Moody's expectation that despite the
weak job market and continuing uncertainty in discretionary
consumer spending, Compass will continue generating free cash flow
in the fourth quarter of 2010 as it did in the third quarter and
that it will maintain financial leverage between 2x and 3x and
interest coverage around 4x.  Moody's expectation that the company
will continue to distribute a substantial portion of its free cash
flow, but will not increase leverage to fund a distribution is
reflected in the outlook.  Reducing leverage after an acquisition
with operating cash flow is critical to the outlook.

There is minimal near term upward rating momentum due to the
continuing weak economy and mounting raw material price pressure.
A positive outlook could be considered over the longer term if
Compass continues to demonstrate good execution of its business
strategy, increases its international diversification, does not
become concentrated in any one industry through additional
acquisitions, and is able to improve its operating performance
beyond previous levels.  In addition to these factors, a
significant increase in revenue and moderation of shareholder
payouts would be necessary for an upgrade.  Key credit metrics
driving potential upward ratings pressure would be improving
operating margins to the low double digits and consistent
generation of free cash flow with FCF/adjusted debt of at least
20%.

While not likely, downward rating pressure could arise if the
company revises its business strategy and targets acquisitions
that do not have stable cash flow or if Compass increases its
concentration in any one industry.  A large debt funded dividend
or share repurchase would also pressure the ratings.  Key credit
metrics driving potential downward ratings pressure would be
adjusted leverage approaching 4x for a sustained period, and
interest coverage below 3.  Failure to improve operating margins
or a return to the consumption of cash could also result in
negative rating actions.

The following ratings were assigned:

-- $325 million revolving credit facility maturing in January
    2016 at Ba1 (LGD 2, 13%);

-- $200 million term loan maturing in January 2017 at B1 (LGD 4,
    56%);

The following ratings were affirmed:

-- Corporate Family Rating at Ba3;
-- Probability of Default Rating at B1;
-- Speculative grade liquidity rating at SGL 2

Moody's subscribers can find further details in the Compass Credit
Opinion published on Moodys.com

The last rating action was on September 25, 2009, where Moody's
downgraded the speculative grade liquidity rating to SGL 2 from
SGL 1.

The principal methodology used in rating Compass was Moody's
Special Comment, "Analytical Considerations in Assessing
Conglomerates" published in September 2007, the Global Consumer
Durables rating methodology published in October 2010 and Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.  Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.

Compass' business strategy is to acquire and manage businesses
that operate in industries with long-term macroeconomic growth
opportunities, have positive and stable cash flows, face minimal
threats of technological or competitive obsolescence and have
strong management teams largely in place.  The company holds
majority ownership interests in eight distinct unrelated operating
subsidiaries: Advanced Circuits, American Furniture Manufacturing,
Anodyne Medical Devices, Fox Factory, Halo Branded Solutions,
Staffmark, Liberty Safe and ERGObaby.  Its strategy is to acquire
and manage businesses that operate in industries with long term
macroeconomic growth opportunities and have positive and stable
cash flows.  The company reported revenue of approximately
$1.6 billion for the twelve months ended September 30, 2010.


COMSTOCK MINING: Deloitte Hired to Audit Financial Statements
-------------------------------------------------------------
On January 4, 2011, the Audit and Finance Committee of the Board
of Directors of Comstock Mining Inc., upon completion of a formal
selection process, approved the selection of Deloitte & Touche LLP
as its independent, registered public accounting firm to audit the
consolidated financial statements of the Company for the fiscal
year ended December 31, 2010.  On January 4, 2011, the Company
dismissed Jewett, Schwartz, Wolfe & Associates as its independent
registered public accounting firm.

The reports of JSWA on the consolidated financial statements of
the Company as of and for the fiscal years ended December 31, 2009
and 2008 did not contain any adverse opinion or disclaimer of
opinion.  These reports were not qualified or modified as to
uncertainty, audit scope or accounting principles.  During the
fiscal years ended December 31, 2009 and 2008 and during the
period between December 31, 2009 and January 4, 2011, there were
no disagreements between JSWA and the Company on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of JSWA, would have caused
JSWA to make reference to the subject matter of the disagreements
in connection with their reports.  Furthermore, during the fiscal
years ended December 31, 2009 and 2008 and during the period
between December 31, 2009 and January 4, 2011, there were no
reportable events.

During the fiscal years ended December 31, 2009 and 2008 and
during the period between December 31, 2009 and January 4, 2011,
neither the Company nor anyone on its behalf consulted Deloitte
regarding (i) either: the application of accounting principles to
a specified transaction; or the type of audit opinion that might
be rendered on the Company's consolidated financial statements,
and either a written report was provided to the Company or oral
advice was provided that Deloitte concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or (ii) any
matter that was either the subject of a disagreement or a
reportable event.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company's balance sheet at September 30, 2010, showed
$5.6 million in total assets, $46.6 million in total liabilities,
and a stockholders' deficit of $41.0 million.

As reported in the Troubled Company Reporter on April 15, 2010,
Jewett, Schwartz, Wolfe & Associates expressed substantial doubt
about Goldspring, Inc.'s ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has operating and liquidity concerns and
has incurred historical net losses approximating $55.0 million as
of December 31, 2009.  The Company also used cash in operating
activities of $3.6 million in 2009.


CONSOLIDATED PROPERTIES: Case Summary & 6 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Consolidated Properties, Inc.
          fka Consolidated Chemical & Refining, Inc.
         fdba Consolidated Chemical & Refining
         fdba The Grand Chapel
        701 E. 2nd Street
        Wichita, KS 67202

Bankruptcy Case No.: 11-20066

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: David P. Eron, Esq.
                  ERON LAW OFFICE, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: (316) 262-5500
                  Fax: (316) 262-5559
                  E-mail: david@eronlaw.net

Scheduled Assets: $2,599,000

Scheduled Debts: $1,341,201

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb11-20066.pdf

The petition was signed by Allen Wilkie, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Allen Wilkie                           09-12579   08/12/2009


CONSTAR INT'L: Taps Greenhill & Co. as Financial Advisor
--------------------------------------------------------
Constar International Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Greenhill & Co., LLC, s financial advisor and investment banker,
nunc pro tunc to the Petition Date.

Greenhill will, among other things:

  (a) evaluate the Debtors' debt capacity in light of its
      projected cash flows;

  (b) assist in the determination of an appropriate capital
      structure for the Debtors;

  (c) determine a range of values for the Debtors on a going
      concern basis; and

  (d) provide financial advice and assistance to the Debtors in
      developing and seeking approval of a restructuring plan.

The Debtors have agreed to pay the firm:

  (a) a monthly financial advisory fee of $140,000;

  (b) if during the term of the Greenhill Engagement or within the
      12 full months following the termination of the Greenhill
      Engagement, a restructuring is consummated, Greenhill will
      be entitled to receive a transaction fee, contingent upon
      the consummation of such a restructuring and payable at the
      closing thereof, equal to 1.50% of the principal amount of
      the debt that is restructured.  For purposes of payment, if
      a restructuring is consummated as a Plan under the U.S.
      Bankruptcy Code, then the closing will be the effective date
      of the Plan;

  (c) if during the Fee Period, a Sale is consummated Greenhill
      will be entitled to receive a transaction fee, contingent
      upon the consummation of the Sale and payable at the
      closing thereof, which will be equal to 1.50% of the
      Aggregate Consideration; and

  (d) no Restructuring Transaction Fee and no Sale Transaction Fee
      will be payable for any Restructuring or Sale occurring
      after the first to be consummated of any restructuring or
      Sale.

Bradley A. Robins, Managing Director in Greenhill, 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.  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: Proposes $55MM of Financing from Black Diamond
-------------------------------------------------------------
Constar International Inc. and its units seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from a syndicate of lenders led by
Black Diamond Commercial Finance, L.L.C., as administrative agent.

The DIP lenders have committed to provide a $55 million delayed
draw term loan facility. The first disbursements will be in the
aggregate principal amount of up to $38 million.  In addition, the
proposed DIP Facility will allow the Debtors to pay off their
existing revolver and roll-over up to $15 million into post-
emergence exit financing.

Jamie L. Edmonson, Esq., at Bayard, P.A., explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature on (i) 45 days after entry of an
interim order approving the DIP financing, if the final court
order hasn't yet been entered by that date; (ii) the date that is
the lesser of (x) 206 and (y) nine months, less one day following
the closing date; (iii) the substantial consummation of a plan of
reorganization of the Debtors, which has been confirmed by court
order; (iv) conversion into a case under Chapter 7 of the U.S.
Bankruptcy Code liquidation proceeding,
(v) the sale of all or substantially all of the assets of the
Debtors and (vi) the acceleration of the obligations under or the
termination of the DIP Note Purchase Agreement.

The DIP facility will incur interest at LIBOR plus 8% (LIBOR floor
of 1%) paid in cash monthly in arrears.  Upon an event of default,
the Rate will be increased by 2%.

All obligations of the DIP Obligors to the DIP Facility Providers
and the DIP Agent under the DIP Facility will be: (X) entitled to
superpriority administrative expense claim status in each case;
and (Y) secured by a security interest in and lien on all now
owned or hereafter acquired assets and property of the Debtors,
real and personal, tangible or intangible, but excluding
(i) certain foreign stock, the pledge of which may lead to
material tax consequences, (ii) assets owned by foreign
subsidiaries, the pledge of which may lead to material tax
consequences, and (iii) other exceptions set forth in the DIP note
purchase agreement.  The security interests in and liens on the
DIP Collateral will be perfected first priority, not subject to
subordination other than to permitted liens acceptable to the DIP
Agent, but will be subject to the carve out.  The DIP lien is
subject to a carve out for U.S. Trustee and Clerk of Court fees;
fees payable to professional employed in the Debtors' case; and
fees of the committee in pursuing actions challenging the DIP
lenders' lien.

The interim and the final court order will provide that the first
priority liens granted in favor of the DIP Agent, for the benefit
of the DIP Facility Providers, will "prime" the existing liens.

The Debtors are required to pay these fees to the Agent: (i) 1% of
the total DIP Facility due and paid to the DIP Agent upon closing
as an arrangement fee; (ii) 2% of the total DIP Facility due and
paid to the Purchasers upon closing; (iii) 2% per annum unused
commitment fee, payable monthly and in arrears; (iv) $50,000 per
annum administration fee due and payable to the DIP Agent in
advance and upon closing; and (v) a pre-payment fee of 4% of the
portion prepaid if any portion of the DIP Facility is repaid prior
to the Maturity Date; provided, however, that the prepayment fee
is waived if the DIP Facility is repaid with the Facility Roll-
Over Amount or otherwise in cash in connection with the Plan.

                          Cash Collateral

The Debtors also ask the Court's permission to use cash collateral
until April 2011.  Issuers will be authorized to use cash
collateral, unless an Event of Default has occurred and the DIP
Agent has directed that cash collateral may not be used.

On February 11, 2010, Constar entered into the Prepetition Credit
Agreement, a revolving credit facility with General Electric
Capital Corporation and terminated its then existing credit
agreement with Citicorp N.A.  The Prepetition Credit Agreement was
amended on August 12, 2010.  As amended, the Prepetition Credit
Agreement provides for up to $75 million of available credit, with
a sublimit of up to $20 million for the issuance of letters of
credit.  As of November 30, Constar's borrowing base under the
Prepetition Credit Agreement was approximately $46.5 million and
its available credit was approximately $15.6 million.

As adequate protection for any diminution in the value of the FRN
Collateral from and after the Petition Date, (a) the FRN Holders
will receive second priority liens on all existing and future
tangible and intangible assets of the Debtors subject only to the
carve out and the security interests and liens securing the
Interim Facility and the DIP Facility and (b) reimbursement of the
reasonable fees and expenses of the consenting noteholders and the
Indenture Trustee under the senior secured floating rate notes due
2012.  To the extent the replacement liens are insufficient to
provide adequate protection, the FRN Holders will have adequate
protection claims, which claims will be junior to the DIP Facility
claims and will be payable from and have recourse to all assets
and property of the DIP obligors.

As adequate protection for the adequate protection obligations,
the Prepetition Secured Lender is granted adequate protection
liens and an adequate protection priority claims.  As additional
adequate protection, the Prepetition Secured Lender will be
entitled to (x) the current cash payment of postpetition interest,
letter of credit fees, and all other fees as and when due and
payable under the Prepetition Credit Documents, and (y) the
current payment of all postpetition fees and expenses, including
the reasonable postpetition fees and expenses of legal counsel and
other professionals retained by the Prepetition Secured Lender, as
and when due and payable under the Prepetition Credit Documents.
All cash payments to the Prepetition Secured Lender will be made
on a provisional basis and will be subject to the final allowance
of the Prepetition Obligations.

The Prepetition Secured Lender is granted (a) valid, enforceable,
unavoidable and fully perfected replacement security interests in
and liens upon (i) all of the Prepetition Collateral, and (ii) all
assets of the Debtors of the same type as the Prepetition
Collateral that are not presently encumbered by any liens,
security interests, or mortgages.  The Adequate Protection Liens
will be junior in priority to any valid, properly perfected,
enforceable and non-avoidable liens on assets of the Debtors other
than the Prepetition Secured Lender Liens, but only to the extent
such liens are senior in priority to the Prepetition Secured
Lender Liens; provided that the Adequate Protection Obligations
will not be secured by the FRN Collateral or any assets secured by
the FRN Adequate Protection Liens.  The Prepetition Secured Lender
is also granted a superpriority administrative expense claim.

As adequate protection for the FRN Adequate Protection
Obligations, the consenting noteholders are granted the FRN
Adequate Protection Liens, the FRN Adequate Protection Priority
Claim, and the reimbursement of fees and expenses.

The Debtors' authority to use Prepetition Cash Collateral will
terminate on: (a) 5:00 p.m. (Eastern Time) on one day following
the Final Hearing, which Final Hearing will occur within 35 days
following the entry of the Cash Collateral Order; and (b) the
occurrence and continuation of an Event of Default under the
Cash Collateral Order and a determination by the Prepetition
Secured Lender, after one business day's prior by written notice
delivered by e-mail to counsel for the Debtors by the Prepetition
Secured Lender, to terminate (i) the Debtors' use of Prepetition
Cash Collateral pursuant to the terms of the Cash Collateral
Order and (ii) the obligation of the Prepetition Secured Lender to
make disbursements thereof to the Debtors from the Cash Collateral
Account in accordance with the terms of the Cash Collateral Order.

                     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.  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: Presents $60MM Exit Financing Deal with Wells Fargo
------------------------------------------------------------------
Constar International Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to enter into
an exit financing commitment letter with Wells Fargo Capital
Finance, LLC.

A copy of the Financing Commitment Letter is available for free
at http://bankrupt.com/misc/CONSTAR_financingcommitmentletter.pdf

The Debtor's entry into an agreement for exit financing is a
condition precedent to consummation of the Debtor's proposed Plan.
The Debtors say that the Commitment Letter assures the Debtors and
the consenting noteholders that Debtors will be able to satisfy
this condition.

In the Commitment Letter, Wells Fargo provides its firm commitment
to provide the Debtors, upon confirmation of a plan of
reorganization acceptable to Wells Fargo, with a secured revolving
loan and letter of credit facility in the amount of $60 million.
The Credit Facility has a term of four years from the Closing
Date.

The Credit Facility may, to the extent that Lender and Debtors may
agree, be structured with a separate revolving loan facility to be
provided in Euros and Sterling to the UK Borrower of up to the
equivalent of $10 million in each case as the Lender and the
Debtors may agree and subject to the additional or other terms and
conditions as Agent and the Debtors may agree.  The Debtors will
have the option to increase the Maximum Credit by up to an
aggregate of $ 20 million, subject to the terms set forth in the
Commitment Letter.

The proceeds of the Credit Facility will be used to repay the
outstanding allowed administrative expenses and allowed claims all
in accordance with the Plan, including all obligations under the
DIP credit facility and other debt to be specified, or costs,
expenses and fees in connection with the Credit Facility in
accordance with the Plan and for working capital of the Debtors
and other proper corporate purposes.

The Debtors may elect that Revolving Loans bear interest at a rate
per annum equal to (a) the Base Rate plus the Applicable Margin or
(b) the Eurodollar Rate plus the Applicable Margin.  Swingline
Loans will bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin.

After Event of Default, interest rate for letters of credit may be
increased by 2% per annum above the highest pre-default rates.
The increased rate will also be applicable to Revolving Loans and
LC's outstanding in excess of the Borrowing Base.  The events of
default will include any failure by The Debtors or guarantors to
observe or perform any of the material terms or conditions of any
material order, stipulation, or other arrangement entered by or
with the Bankruptcy Court in the Chapter 11 cases or otherwise
under or in connection with the Plan; any material provision of
the confirmation order will be vacated, reversed or stayed or
modified or amended, without the consent of the Lender.

Pursuant to the Commitment Letter, the Debtors agree to pay "all
reasonable and documented out-of-pocket fees, costs, and
Expenses . . . incurred by or on behalf of Wells Fargo . . . in
connection with (i) legal and business due diligence, (ii) the
preparation, negotiation, execution, and delivery of this
Commitment Letter and any and all documentation for the Credit
Facility, and (iii) the enforcement of any of Wells Fargo's rights
and remedies under this Commitment Letter."

To fund the expense reimbursement obligation, the Debtors agreed
in the Commitment Letter to pay Wells Fargo a deposit of $150,000
(which they did prepetition).  The Debtors further agree that --
upon entry of the order approving the Debtors' entry into the
Commitment Letter -- they will pay Wells the first tranche of the
applicable underwriting fee for the Credit Facility that is set
forth in the Fee Letter, to wit, an amount that is .50% of the
aggregate amount of the Credit Facility ($300,000).

The Debtors will pay the Lender:

     (A) Unused Line Fee: Calculated at 0.50% per annum if average
         outstanding Revolving Loans and LCs in any month are less
         than 50% of Maximum Credit, and 0.375% per annum if
         average outstanding Revolving Loans and LCs are equal to
         or greater than 50% of Maximum Credit, payable monthly in
         arrears.  Swingline Loans not considered in the
         calculation of the unused line fee.

     (B) Letter of Credit Fees: The Debtors will pay to (a) the
         Lender, for the account of Lenders on the daily
         outstanding balance of LCs, a letter of credit fee
         calculated at a rate per annum based on the then
         Applicable Margin for Revolving Loans using the
         Eurodollar Rate and (b) to Issuing Bank, the fees as are
         agreed, in each case under clauses (a) and (b), payable
         monthly in arrears.  In addition, The Debtors will pay
         customary issuance, arranging and other fees of the
         Issuing Bank.

     (C) Audit, Appraisal and Examination Fees: The Debtors will
         pay (a) a fee of $1,000 per day, per auditor, plus
         reasonable out-of-pocket expenses for each field
         examination of the Loan Parties performed by personnel
         employed by the Lender, (b) if implemented, a fee of
         $1,000 per day, per applicable individual, plus
         reasonable out-of-pocket expenses for the establishment
         of electronic collateral reporting, and (c) the actual
         charges paid or incurred by the Lender if it elects to
         employ the services of one or more third persons to
         perform field examinations or quality of earnings
         analyses of Loan Parties, to establish electronic
         collateral reporting systems, to appraise the Collateral,
         or any portion thereof, or to assess the Loan Parties'
         business valuation.

                     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.  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.


CORRYL NADEEN PARR: Court Wants Plan Docs Revised by Jan. 18
------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directs Corryl Nadeen Parr to
amend the disclosure statement explaining the bankruptcy plan she
filed on December 21, 2010.  Judge Tucker's January 8, 2011 order
enumerates problems in the Plan document that the Debtor must
correct.  A copy of the Court's order is available at
http://is.gd/oGNHq0from Leagle.com.

The Court directs the Debtor to file file an amended combined plan
and disclosure statement, correcting those problems no later than
January 18, 2011.  The Debtor also must provide to Judge's
chambers a redlined version of the amended combined plan and
disclosure statement.

Based in Birmingham, Michigan, Corryl Nadeen Parr, dba Production
Design Group Ltd., and Bluephire LLC, filed for Chapter 11
bankruptcy (Bankr. E.D. Mich. Case No. 10-53782) on April 26,
2010.  Keith A. Schofner, Esq. -- kaschofner@lambertleser.com --
at Lambert, Leser, Isackson, Cook & Giunta, P.C., in Bay City,
Michigan, serves as the Debtor's counsel.  In the petition, the
Debtor estimated under $50,000 in assets and $1 million to
$10 million in debts.


CPJFK LLC: Chapter 11 Trustee Files Emergency Motion to Use Cash
----------------------------------------------------------------
Alan Nisselson, the trustee for the Chapter 11 estate of CPJFK,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
New York for permission, on a second interim basis, to use cash
collateral in which Neshgold, LP, asserts an interest, until
January 31, 2011, pending a final hearing on his cash collateral
motion.

Income from Hotel operations, cash and other amounts on deposit in
the Debtor's bank accounts constitute the Lender's cash collateral
within the meaning of Section 363(a) of the Bankruptcy Code.

The Debtor has immediate need for cash collateral to meet the
Debtor's operating needs until January 31, 2011, including cash
needed to fund payments to necessary vendors and suppliers, to
make payroll and pay its tax obligations.  Neshgold has consented
to the Chapter 11 trustee's use of cash collateral during the
interim period (until January 31, 2011) to pay those expenses
pursuant to a Budget.

The Chapter 11 trustee discloses that the Hotel will need the
aggregate sum of $1,223,469 to maintain its operations through
March 31, 2011.

Neshgold asserts that as of the Petition Date, the aggregate
outstanding indebtedness of the Debtor including interest, fees,
costs and expenses totaled the sum of $15,346,781.  The loans are
secured by security interests in virtually all of the Debtor's
assets including its ground lease, cash, accounts receivable,
inventory, equipment, and general intangibles and other collateral
as set forth in the Loan Documents.

As adequate protection against any diminution in the value of the
Neshgold's interests in the Prepetition Collateral, the Chapter 11
trustee has agreed to provide Neshgold superpriority
administrative claims against the estate and replacement security
interests and liens (the "Adequate Protection Liens") in and upon
all prepetition and postpetition assets and properties of the
Debtor.

                         About CPJFK, LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr.
N.D. Ga. Case No. 10-89928).

On October 19, 2010, the U.S. Trustee for Region 21 filed a motion
to transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On November 9, 2010, the Debtor's
case was transferred to this Court and Debtor's case was assigned
Case No. 10-50566.

On November 12, 2010, Neshgold, LP, filed a motion pursuant to
Bankruptcy Code Section 1104(a) to appoint a Chapter 11 trustee to
operate the Debtor's business and administer the Debtor's estate.
On November 19, 2010, the Court entered an Order directing the
appointment of a Chapter 11 trustee.

On November 23, 2010, the U.S. Trustee for Region 2 filed a Notice
appointing Alan Nisselson as chapter 11 Trustee.

On November 24, 2010, the Court approved the appointment of Alan
Nisselson as trustee for the Debtor's Chapter 11 estate.  No
official committee of unsecured creditors has been appointed in
this case.  Alan Nisselson selected Choice Consultants LLC as his
managing agent, nunc pro tunc to November 29, 2010.  Windels Marx
Lane & Mittendorf, LLP, is the Chapter 11 trustee's proposed
counsel.


CROWN MEDIA: Michelle Vicary Does Not Own Any Securities
--------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 10, 2011, Michelle Vicary, EVP, programming at Crown Media
Holdings Inc., disclosed that she does not own any securities of
the Company.

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet as of September 30, 2010, showed
$697.3 million in total assets, $676.6 million in total
liabilities, $191.9 million in redeemable preferred stock, and a
stockholders' deficit of $171.1 million.

KPMG LLP, in Denver, expressed substantial doubt about Crown Media
Holdings, Inc.'s ability to continue as a going concern, following
its 2009 results.  The independent auditors noted of the Company's
significant short-term debt obligations.


CUSTOM CABLE: Selects Tom Ward as New President
-----------------------------------------------
Custom Cable Industries has selected Thomas P. Ward as its new
president.

The Company said it was recently reorganized following its
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code to
reorganize and implement a balance sheet restructuring.

"The resultant asset purchase has set the stage for Custom Cable's
future growth and Tom is the right person to lead that," says
Gregg Stewart, who served as general manager and chief
restructuring officer in the predecessor company.  "I am pleased
to hand the reins to Tom and am confident that his track record of
global strategic growth in the technology and telecommunications
industries is the perfect match for Custom Cable's market
potential."

With relevant experience in domestic and international divisions
of Fortune 100/1000 companies and proven success in sales,
marketing, business operations, finance, manufacturing and supply
chain, Ward has driven growth and delivered stakeholder value at
global organizations including AT&T, Lucent and CommScope.

Ward graduated from Central Michigan University with a bachelor's
degree in Industrial Technology and Journalism and earned an MBA
specializing in Finance and Enterprise Globalization from Florida
Atlantic University.  As a volunteer, he has co-chaired the
finance committee of the Miami-Dade Broadband Coalition, a not-
for-profit organization that provides broadband access and digital
literacy to underserved communities in South Florida.

"I am extremely pleased to be joining Custom Cable at this point
in the company's growth," says Ward.  "We are grateful to the
customers, employees and suppliers who have supported the company
during the past year and look forward to exceeding expectations as
we articulate and execute on our vision."

                        About Custom Cable

Custom Cable filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-18478) on July 30, 2010.  Michael P. Horan,
Esq., and Stephanie C. Lieb, Esq., at Trenam Kemker Scharf Barkin
Frye, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in the Chapter 11 petition.


DB CAPITAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
DB Capital Holdings, LLC, filed with the U.S. Bankruptcy for the
District of Colorado its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property                Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $53,900,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,556,046
                                  -----------     -----------
        TOTAL                         Unknown     $57,456,046

A copy of the Schedules of Assets & Liabilities is available for
free at:

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

DB Capital Holdings, LLC, is a manager-operated Colorado limited
liability company created to develop and sell a luxury condominium
project in Aspen, Colorado, known as Dancing Bear Residences -
Aspen.  The Debtor has one Class A member, Aspen HH Ventures,
LLC, and one Class B member, Dancing Bear Development, LP.  The
general partner of DB Development is Dancing Bear Management, LLC,
which has no membership or other interest in the Debtor, and is
solely owned by Tom DiVenere.  The Debtor is managed, pursuant to
its Operating Agreement, by DB Management.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings.  The petition was made
on June 24, 2010.  Judge Elizabeth E. Brown presides over the
case.  Jeffrey S. Brinen, Esq., represents the filers.

According to the TCR on December 2, 2010, The Aspen Times said the
Bankruptcy Judge ruled that the involuntary Chapter 11 met the
criteria to reorganize the Company's debts.  The Aspen Times noted
that the ruling came after Aspen HH sought dismissal of the
involuntary bankruptcy, arguing that the involuntary case was
actually engineered by Mr. DiVenere.


DBSI SHERIDAN: Files for Chapter 11 in Fort Lauderdale
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DBSI Sheridan LLC, the owner of the Sheridan Office
Plaza I & II in Hollywood, Florida, filed for Chapter 11
protection on Jan. 7 in Fort Lauderdale, Florida (Bankr. S.D.
Fla. Case No. 11-10384).

DBSI was facing foreclosure by Bank of America NA.

The bank, owed $9.7 million on its mortgage, has an appraisal
saying the property is worth $5.7 million.  The property consists
of two, three-story office buildings on seven acres.  The
buildings have 110,000 square feet.  The mortgage has been in
payment default since February 2009.


DBSI SHERIDAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: DBSI Sheridan, LLC
        1501 5 Ave #100
        San Diego, CA 92101

Bankruptcy Case No.: 11-10384

Chapter 11 Petition Date: January 7, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Scott A. Underwood, Esq.
                  Thomas M. Messana, Esq.
                  MESSANA STERN, P.A
                  401 E Las Olas Blvd # 1400
                  Fort Lauderdale, FL 33301
                  Fort Lauderdale, FL 33301
                  Tel: (954) 712-7400
                  Fax: (954) 712-7401
                  E-mail: sunderwood@mws-law.com
                          tmessana@mws-law.com

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

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

A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at:

         http://bankrupt.com/misc/flsb11-10384.pdf

The petition was signed by Todd Mikles, authorized officer.


DENNY'S CORP: Names Former Taco Bueno Head J. Miller as New CEO
---------------------------------------------------------------
Denny's Corporation announced the appointment of John C. Miller to
the position of President and Chief Executive Officer, effective
February 1, 2011.  Mr. Miller succeeds Debra Smithart-Oglesby who
has filled the position on an interim basis since June 2010.  Ms.
Smithart-Oglesby will continue to serve as board chair for
Denny's.

"John is a proven leader in the restaurant industry who has the
talent and experience to build upon our current momentum and
accelerate the resurgence of the Denny's business and brand,"
commented Louis P. Neeb, head of the board's CEO search committee.
"We conducted an extensive international search including dozens
of highly-qualified candidates and believe that John has the right
combination of skills and experience to further our growth and
create additional value.  He brings a passion for understanding
and building brands, extensive operating skills at all levels of
the business, a talent for leading management teams and working
with franchisees, along with a proven ability to deliver growth
and financial performance."

Mr. Neeb also commented, "Debra has done an outstanding job as
interim CEO over the past six months in leading a turnaround at
Denny's and creating considerable forward momentum.  The Company
is indebted to her and looks forward to her continued guidance and
leadership as board chair."

Mr. Miller joins Denny's management team with more than 30 years
of restaurant industry experience.  Since 2005, he has served as
Chief Executive Officer and President at Taco Bueno Restaurants,
Inc., an operator and franchisor of quick service Mexican eateries
with 190 units.  Prior to Taco Bueno, Mr. Miller spent 17 years at
Brinker International where he held numerous management positions.
From 1997 to 2004, he served as President at Romano's Macaroni
Grill where he helped reverse three years of declining sales and
growth, generating 15 consecutive quarters of sales and profit
increases, and more than doubling the company's size.  Mr. Miller
also served as President of Brinker's Mexican Concepts,
responsible for overseeing On the Border and Cozymel's, two of the
Company's high growth concepts.  Early in his career, Mr. Miller
held various operations and restaurant management positions at
Unigate Restaurant/Casa Bonita in Dallas, Texas.

Debra Smithart-Oglesby, Denny's board chair, added: "I know John
well from my time at Brinker and he will be an outstanding leader
for Denny's.  Together with Mark Wolfinger, our CAO and CFO, and
Frances Allen and Robert Rodriguez, who recently joined as CMO and
COO, respectively, we have built a first-class leadership team at
Denny's.  I am very proud of the progress we have made during the
second half of last year and I look forward to working closely
with John, the rest of our executive team and my fellow board
members to build upon this momentum and enhance value for our
investors, franchisees, partners and employees going forward."

The Compensation and Incentives Committee of Denny's Board of
Directors approved the following incentive awards to Mr. Miller as
an inducement to his employment: (i) 200,000 performance-based
restricted stock units, and (ii) a non-qualified stock option to
purchase up to 200,000 shares of common stock.

The performance-based restricted stock units represent the right
to earn up to 200,000 shares of Denny's common stock, based on the
closing price of the common stock exceeding specific price hurdles
for 20 consecutive trading days, and subject to Mr. Miller's
continued employment with Denny's.

The stock options will have an exercise price per share equal to
the fair market value of the underlying shares as of the grant
date.  The options will vest in equal annual installments on each
of the first three anniversaries of the grant date, subject to Mr.
Miller's continued employment with Denny's.  The stock options
have a maximum term of ten years.

The awards were negotiated and approved as an inducement to Mr.
Miller's entering into employment with Denny's in accordance with
NASDAQ Listing Rule 5635(c)(4).

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Sept. 29, 2010, showed
$312.67 million in total assets, $415.10 million in total
liabilities, and a stockholders' deficit of $102.42 million.

Denny's carries "B2" corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DILLARD'S INC: S&P Raises Corporate Rating to 'BB-'
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Little Rock, Ark.-based Dillard's Inc. to 'BB-' from
'B+'.  At the same time, S&P raised the rating on the Company's
unsecured debt to 'BB-' from 'B+' and the rating on the
subordinated debentures to 'B-' from 'CCC+'.  The '4' recovery
rating on the Company's unsecured debt remains unchanged.

"The upgrade reflects the significant margin gains by the Company
over the past year, which has strengthened its credit protection
profile considerably," said Standard & Poor's credit analyst David
Kuntz.  Additionally, the upgrade incorporates S&P's belief that
the Company would perform well during the seasonally important
fourth quarter and that positive trends are likely to continue
over the near term.  The outlook is stable.

The ratings on Dillard's reflect Standard & Poor's expectation
that performance is likely to improve modestly over the near term
despite the uneven economic recovery.  The Company's credit
profile has improved significantly over the past year, and S&P
expect it to maintain its above-average credit protection metrics
over the near term.  However, in S&P's view, the anticipated gains
in credit protection measures during 2011 will be subdued.

"Dillard's weak business profile reflects the challenges of
operating in a highly competitive retailing sector, its relatively
small position in the moderate department store industry, and
productivity measures that are below average for its peer group,"
said Mr. Kuntz.


DOMICILE LAND: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Domicile Land and Development, LLC
          fdba Aquarian Development, LLC
        820 N. County Highway 393
        Santa Rosa Beach, FL 32459

Bankruptcy Case No.: 11-30037

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN PA
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

Scheduled Assets: $1,075,000

Scheduled Debts: $618,300

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb11-30037.pdf

The petition was signed by James C. Springer, managing member.


ELITE PHARMACEUTICALS: Inks Supply Pact with Hi-Tech
----------------------------------------------------
Elite Pharmaceuticals, Inc. and Hi-Tech Pharmacal Co., Inc.
announced that they have entered into an agreement for Elite to
develop for Hi-Tech an intermediate for a generic version of a
prescription product for which the branded product had sales in
2010 of over $100 million.

Under the terms of the agreement, Elite will undertake a
developmental program for an intermediate product that Hi-Tech
shall then incorporate into a final product.  Hi-Tech, or its
designees, shall be responsible for the filing of the Abbreviated
New Drug Application for the finished product and the ANDA will be
filed under the Hi-Tech name.  Upon approval of the ANDA, Elite
will manufacture the intermediate product.  Hi-Tech will
manufacture the final product and will be responsible for the
marketing and sales of the final product.  Hi-Tech will pay Elite
milestone payments for the development work. Upon
commercialization, Elite will receive payment for the
manufacturing of the intermediate product and a percentage of the
profits generated from the sale of the product.

                 About Hi-Tech Pharmacal Co., Inc.

Hi-Tech is a specialty pharmaceutical company developing,
manufacturing and marketing generic and branded prescription and
OTC products.  The Company specializes in difficult to manufacture
liquid and semi-solid dosage forms and produces a range of sterile
ophthalmic, otic and inhalation products.  The Company's Health
Care Products Division is a leading developer and marketer of
branded prescription and OTC products for the diabetes
marketplace.  Hi-Tech's ECR Pharmaceuticals subsidiary markets
branded prescription products.

                     About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.

The Company's balance sheet at Sept. 30, 2010, showed
$10.86 million in total assets, $23.67 million in total
liabilities, and a stockholders' deficit of $12.81 million.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the year ended March 31, 2010, compared with a net
loss of $6.6 million on $2.3 million of revenue for the year ended
March 31, 2009.


EMIVEST AEROSPACE: Wants May 18 Plan Filing Exclusivity Extension
-----------------------------------------------------------------
Dow Jones' Small Cap reports that Emivest Aerospace Corp. is
seeking an extra three months to keep control of its bankruptcy as
it works to find a buyer for its business manufacturing high-speed
corporate jets.  The report relates that in court papers filed
Tuesday, Emivest urged a bankruptcy judge to extend to May 18 the
time in which it has the exclusive right to file the Chapter 11
plan describing how it will pay its creditors.   The Debtor is
also seeking to extend to July 17 the time it has to work to bring
its creditors on board with that plan.

Absent an extension, Emivest faces a Feb. 17 deadline to file its
plan and an April 18 deadline to solicit its creditors' support
for that plan, according to the report.

Emivest said its employees, lawyers and financial advisers are
currently focusing their full attention on finding a buyer for the
company, as well as such other time-critical matters as
stabilizing the business, the report adds.

                      About Emivest Aerospace

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

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

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.


EVERGREEN ENERGY: Ilyas Khan Owns 1.2MM Derivative Securities
-------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 10, 2011, Ilyas Khan, a director at Evergreen Energy Inc.,
said that he does not own any non-derivative securities of
Evergreen.

Mr. Khan disclosed that he has warrants to buy an aggregate of
1,238,150 derivative securities of Evergreen Energy Inc.  The
derivative securities were exercisable on December 31, 2010 and
will expire on December 31, 2015.

                       About Evergreen Energy

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

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

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


FAIRPOINT COMMS: Verizon Fights to Bring Claims Over $2-Bil. Deal
-----------------------------------------------------------------
Bankruptcy Law360 reports that Verizon Communications Inc. is
continuing to attack elements in FairPoint Communications Inc.'s
Chapter 11 plan that would prevent the telecommunications firm
from asserting claims against Capgemini US LLC related to a
ruinous $2.3 billion landline deal.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection on
Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335).  Rothschild Inc.
is acting as financial advisor for the Company; AlixPartners, LLP
as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.


FORTY ACRE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Forty Acre Corporation
        5320 Shrimpers Row
        Houma, LA 70363

Bankruptcy Case No.: 11-10074

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Randall M. Alfred, Esq.
                  106 Ramey Road
                  Houma, LA 70360
                  Tel: (985) 876-4292
                  Fax: (985) 868-3674
                  E-mail: rmaaplc@bellsouth.net

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

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 Mike LeBlanc, president


GRAY STAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Gray Star Investments, Inc.
        dba Holiday Inn Express
        8797 20th Street
        Vero Beach, FL 32966

Bankruptcy Case No.: 11-00347

Chapter 11 Petition Date: January 11, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Estimated Assets: $0 to $50,000

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 Ramesh Patel, president.


GRAY TELEVISION: Capital World Equity Stake Down to 0%
------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2010, Capital World Investors disclosed
that it does not own any shares of Gray Television, Inc. common
stock.

In July 2010, Capital World Investors, a division of Capital
Research and Management Company, disclosed that it is deemed to be
the beneficial owner of 5,261,981 shares or 10.2% of the
51,381,084 shares of Gray Television, Inc. Common Stock believed
to be outstanding as a result of CRMC acting as investment adviser
to various investment companies registered under Section 8 of the
Investment Company Act of 1940.  Class A Common Stock and Common
Stock vote together as a singled class of shares.  Class A Common
Stock has 10 votes per shares.

                       About Gray Television

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

Gray Television carries 'CCC' issuer credit ratings from Standard
& Poor's and 'Caa1' corporate family rating from Moody's.

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


GREAT ATLANTIC & PACIFIC: Wins Final Nod of $800MM Financing
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained final approval from the U.S. Bankruptcy Court
for the Southern District of New York to enter into a debtor-in-
possession credit agreement with JPMorgan Chase Bank, N.A.

The final order authorized the Debtors to borrow money and obtain
letters of credit pursuant to the DIP Credit Agreement up to an
aggregate principal or face amount of $800 million.

In a 58-page order dated January 11, 2011, Judge Robert Drain
held that the Debtors need to obtain the DIP financing to
continue their business operations, make capital expenditures and
satisfy other working capital and operational needs.

"The Debtors are unable to obtain financing on more favorable
terms from sources other than the DIP lenders," Judge Drain said.

Judge Drain approved the loan after changes that set aside as
much as $175,000 per month in legal fees for Wilmington Trust, as
trustee to certain notes, Bloomberg News reports.  A group of
secured noteholders owning the notes said the new loan would put
them further in line to be repaid, in violation of an
intercreditor
agreement.

"I think that's a fair resolution" Bloomberg quoted Judge Drain
as saying.  "It doesn't resolve issues about the intercreditor
agreement.  Any issues under that are for another day," he said.

The Final DIP Order holds that if any of the $175,000 is not used
in a particular month, the unused amount may not be used in any
subsequent month, the sole exception being that a total of
$612,500 can be applied to any reasonable fees and expenses
accrued from December 12, 2010, through and including March 31,
2011.  Counsel to the Ad Hoc Consortium of Certain Holders of A&P
113/8% Senior Secured Notes will be entitled to Fee and Expense
Adequate Protection only if it is retained as counsel, including
nunc pro tunc to December 12, 2010, to Wilmington Trust.

A&P resolved the objection filed by the Official Committee of
Unsecured Creditors Sunday night, A&P's lawyer Paul Basta, Esq.,
at Kirkland & Ellis LLP, in New York, told Judge Drain at the
hearing, Bloomberg relates.

All other objections to the final approval of the DIP financing
were overruled.

"Nobody contests that this is the best and only DIP.  Nobody has
a better solution than this DIP," The Star-Ledger-NJ.com quoted
Mr. Basta as saying.

Prior to the Final DIP hearing, counsel to the Secured Noteholder
Consortium has made a request to Yucaipa Cos.' counsel -- Latham
& Watkins LLP -- to disclose the amount of Yucaipa's holdings of
other Debtor debt issuances, including any Secured Notes, but as
of January 4, 2010, Yucaipa has not provided the requested
information.  The Secured Noteholder Consortium told the Court
that Yucaipa should disclose the amount of its debt holdings,
including holdings of Secured Notes.

"[W]e think they're all over the capital structure; we've been
asking to know what Yucaipa is holding," Edward Weisfelner, Esq.,
at Brown Rudnick LLP, in New York, told Drain at the hearing.

The Debtors have indicated that Ron Burkle's Yucaipa hold a
majority of their preferred stock, and control 2 board seats as a
result, and have recently acquired certain debt of the Debtors,
including Secured Notes, according to papers filed in Court.
According to Bloomberg News, Yucaipa is widely rumored in the
market to also own large part of second lien bonds, and have a
large stake in the DIP loan.

                      Other Provisions

The Final DIP Order also authorized the Debtors to incur
overdrafts and related liabilities arising from treasury,
depository and cash management services.  The final order,
however, does not require JPMorgan or any other party to incur
overdrafts or provide those services and functions to the
Debtors.

In return for the financing, the Debtors' obligations under the
DIP Credit Agreement will constitute allowed claims against them
with priority over all administrative expenses and other claims.

All liens and claims granted pursuant to the final order will be
subject to the so-called "carve out."  Carve out refers to all
fees required to be paid to the Clerk of the Bankruptcy Court and
to the Office of the U.S. Trustee, and fees and expenses incurred
by a trustee under Section 726(b) of the Bankruptcy Code, in an
amount not exceeding $15,000,000.

As further security for the DIP obligations, JPMorgan will be
granted first lien on the Debtors' cash balances and unencumbered
property.

JPMorgan will also be granted "first priority senior priming
security interest and lien" on all property of the Debtors that
is subject to the existing liens presently held by the
prepetition secured lenders and Wilmington Trust.  Those security
interests and liens will be senior to the interests in such
property of the prepetition secured lenders and Wilmington Trust.

A full-text copy of the final DIP order is available for free
at http://bankrupt.com/misc/A&P_FinalDIPorder.pdf

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: Wins OK for Access to Cash Collateral
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors obtained final court approval to use the cash
collateral of their prepetition secured lenders and prepetition
secured noteholders.

"The access of the Debtors to sufficient working capital and
liquidity through the use of cash collateral, incurrence of
new indebtedness for borrowed money and other financial
accommodations is vital to the preservation and maintenance
of the going concern values of the Debtors and to a successful
reorganization of the Debtors," Judge Robert Drain said in an
order dated January 11, 2011.

The final order authorized the Debtors to use the cash collateral
other than the $2.04 million deposit with Bank of America N.A. as
well as the $5 million deposit of which $1.1 million is still
held in escrow by the bank.  The $2.04 deposit secures all
obligations due to BofA, administrative agent for the prepetition
secured lenders, on account of bank products and cash management
services provided to the Debtors.

The prepetition secured noteholders, prepetition secured lenders
and their trustee, Wilmington Trust Company, were ordered to turn
over to the Debtors all cash collateral received or held by them,
provided that they are granted adequate protection for the cash
collateral.

Pursuant to the final order, the prepetition secured lenders will
be entitled to "adequate protection" of their interest in the
prepetition collateral including the cash collateral until the
repayment of the pre-bankruptcy loans they made to the Debtors.
They will be granted, among other things, "adequate protection
liens" and a "superpriority claim" provided for in Section 507(b)
of the Bankruptcy Code, which is junior to the claims held by
JPMorgan Chase Bank N.A. and the DIP lenders.

Meanwhile, the prepetition secured noteholders will be granted
"junior security interests and liens" in all property of the
Debtors that is subject to the security interests and liens
granted to JPMorgan and the prepetition secured lenders.

                            About A&P

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

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

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

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

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

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


GREAT ATLANTIC & PACIFIC: To Waive Preferences vs. Key Vendors
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek court approval to waive or release any preference
claims or actions they may have against so-called "critical
vendors" as part of their critical vendor program.

"The Debtors believe that the authority to give preference
waivers to certain critical vendors is essential to have
sufficient flexibility to secure trade agreements with some of
the remaining critical vendors with whom no such agreement has
yet been reached," says the Debtors' lawyer, Paul Basta, Esq., at
Kirkland & Ellis LLP, in New York.

The Debtors' critical vendor program has been largely successful
to date but the Debtors are still negotiating with some of their
critical vendors.  Certain vendors have already represented that
they will not sign a trade agreement unless they receive a
preference waiver, according to Mr. Basta.

The Debtors previously obtained interim court approval to earmark
as much as $62 million to pay the pre-bankruptcy claims of so-
called critical vendors, and another $5 million to pay claims that
are entitled to priority.  The critical vendors include
merchandisers which directly supply products to the Debtors' store
locations via direct-store-delivery or similar supply processes;
brokerage firms and other suppliers which provide the Debtors
"private label" needs; advertisers and printers and other service
providers.

As of December 12, 2010, the Debtors owe these vendors around
$62 million, including claims totaling about $55 million that may
be entitled to priority.  The $62 million is about 29% of the
Debtors' accrued payables of approximately $212 million.

                            About A&P

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

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

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

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

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

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


GURU PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Guru Properties LLC
        3400 Parkwood Boulevard
        Frisco, TX 75034

Bankruptcy Case No.: 11-10101

Chapter 11 Petition Date: January 12, 2011

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Robert J. Haupt, Esq.
                  PHILLIPS MURRAH P.C.
                  Corporate Tower, 13th Floor
                  101 N. Robinson
                  Oklahoma City, OK 73102
                  Tel: (405) 235-4100
                  Fax: (405) 235-4133
                  E-mail: rjhaupt@phillipsmurrah.com

Scheduled Assets: $2,129,347

Scheduled Debts: $5,125,624

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb11-10101.pdf

The petition was signed by Jagmohan S. Dhillon, attorney in fact.


HARRISBURG, PA: Hires Consultants to Draft Financial Recovery Plan
------------------------------------------------------------------
Dow Jones' Small Cap reports that Pennsylvania officials tapped a
team of consultants to create and implement a recovery plan for
the distressed capital city Harrisburg under the state's oversight
program known as Act 47.

Novak Consulting Group of Cincinnati will lead a team of
professionals including Bob O'Donnell, of O'Donnell Associates,
who in November was appointed as a fiscal consultant to Harrisburg
by Pennsylvania's Department of Community and Economic
Development, according to the report.

The report notes that other members are from the Pennsylvania
Economy League and the law firm of Stevens and Lee.  "Each member
brings their own area of expertise to address Harrisburg's complex
and unique financial issues and, together, their knowledge of
municipal financial expertise will be a great asset to the city,"
said Austin Burke, secretary of the state's Department of
Community and Economic Development, in a statement obtained by the
news agency.

                   About Harrisburg, Pennsylvania

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28, 2010, to seek professional advice on bankruptcy or
state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HEADGEAR, INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Headgear, Inc.
        3409 Chandler Creek Road
        Virginia Beach, VA 23453-2885

Bankruptcy Case No.: 11-70127

Chapter 11 Petition Date: January 12, 2011

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

Judge: Frank J. Santoro

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, & RYAN, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.com

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

Estimated Debts: $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/vaeb11-70127.pdf

The petition was signed by Guy L. Stello, chief financial officer.


INN OF THE MOUNTAIN: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino filed on January 10,
2011, its annual report on Form 10-K for the fiscal year ended
September 30, 2010.

BDO USA, LLP, in Las Vegas, Nevada, expressed substantial doubt
about Inn of the Mountain Gods Resort and Casino's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses, negative cash flows,
has negative working capital, accumulated deficits, and negative
equity.

On September 3, 2009, the Management Board of IMG Resort and
Casino resolved by unanimous consent to change the Company's
fiscal year, formerly ending April 30, to a fiscal year ending
September 30, effective September 30, 2009.  This change in fiscal
year end makes the Company's year end coincide with the Mescalero
Apache Tribe's fiscal year end.

The Company reported a net loss of $4.7 million on $115.2 million
of net revenue for the fiscal year ended September 30, 2010.

The Company reported net income of $2.3 million on $51.3 million
of net revenue for the five months ended September 30, 2009.

The Company reported a net loss of $856,904 on $114.3 million of
net revenue for the twelve months ended April 30, 2009, compared
with a net loss of $6.2 million on $122.1 million of net revenue
for the twelve months ended April 30, 2008.

The Company's balance sheet at September 30, 2010, showed
$204.5 million in total assets, $261.8 million in total
liabilities, and a stockholders' deficit of $57.3 million.

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

               http://researcharchives.com/t/s?7208

Mescalero, N.M.-based Inn of the Mountain Gods Resort and Casino
is a wholly-owned enterprise of the Mescalero Apache Tribe with
the exclusive power to conduct gaming activities on the Tribe's
reservation.  The Company operates New Mexico's only all-season
gaming destination resort on the Tribe's 725 square mile
reservation in south-central New Mexico.

As of September 30, 2010, the Mescalero Apache Tribe had
approximately 4,681 members.


INNKEEPERS USA: Working With Five Mile, Lehman on Plan Funding
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust said in its motion for an
extension of its exclusive plan proposal period that it's working
with Five Mile Capital Partners LLC and a subsidiary of secured
lender Lehman Brothers Holdings Inc. on an agreement to fund a
reorganization plan.  The proposal includes an auction to test
whether anyone will top the offer from Five Mile and the Lehman
subsidiary, Lehman ALI Inc.

According to Mr. Rochelle, Innkeepers is asking for a four-month
extension of the exclusive right to propose a Chapter 11 plan.  If
granted at a Jan. 26 hearing, the new deadline would be May 30.

           Preferred Shareholders' Proposal In the Works

Mr. Rochelle relates that holders of Innkeepers' preferred stock
are working on a proposal where they would retain an equity
interest in five hotels that aren't subject to the $238 million in
floating-rate mortgages held by Lehman on 20 properties and the 45
hotels where Midland Loan Services Inc. was acting as servicer for
$825 million in mortgage debt.

According to the Bloomberg report, the preferred shareholders'
proposal entails using Innkeepers' available cash and proceeds
from a rights offering to raise $15 million while reinstating
$160 million in mortgages on the five hotels.  The shareholders'
proposal was laid out in a letter obtained by Bloomberg News from
someone involved in the discussions who couldn't be identified
because the talks are private.

The preferred shareholders, Mr. Rochelle relates, would end up
with 40% of the stock plus the right to participate in the rights
offering for another 40%.  Preferred shareholders providing a
backstop for the offering would be given 20% of the stock.

The preferred shareholders are urging the holders of mortgages on
the other 65 properties not to propose a plan making it impossible
for them to retain what they believe is an equity in the five
properties.

Mr. Rochelle recounts that early in the case, the bankruptcy judge
refused to approve a proposal where equity in reorganized
Innkeepers would have been shared by Lehman and Apollo Investment
Corp., the current owner.  The original plan was opposed by
Midland.

                   About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, DC, serve as counsel to the Debtors.  AlixPartners is
the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.  The
petition estimated assets and debts of more than $1 billion as of
the bankruptcy filing.

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


KANSAS CITY SOUTHERN: Fitch Puts 'BB' Rating on $185MM Sr. Notes
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB' to Kansas City Southern de
Mexico, S.A. de C.V.'s recently issued US$185 million senior notes
due in 2020.  Proceeds from the offering were used to complete two
tender offers, purchasing US$143 million of US$175 million 7.625%
senior notes due 2013 and US$32 million of US$130 million 12.500%
senior notes due 2016.

Fitch currently rates KCSM:

-- Foreign currency Issuer Default Rating (IDR) 'BB';
-- Local currency IDR 'BB';
-- US$32 million 7.625% senior notes due 2013 'BB';
-- US$165 million 7.375% senior notes due 2014 'BB';
-- US$98 million 12.500% senior notes due 2016 'BB';
-- US$300 million 8.000% senior notes due 2018 'BB';
-- US$185 million 6.625% senior notes due 2020 (the new issuance)
    'BB'.

The Rating Outlook is Stable.

The ratings reflect KCSM's business recovery and solid operational
performance during the last 12 month (LTM) period ended Sept. 30,
2010.  The ratings also reflect the company's improved leverage
profile following stronger cash flow generation, along with its
solid business position and diversified revenue base as a leading
provider of railway transportation services in Mexico.  Also
incorporated into the ratings is the strong business and credit
relationship between KCSM and its fully controlling company,
Kansas City Southern.

KCSM is well positioned to benefit from the improvement in the
Mexican economy and cross-border trade with the United States,
as the majority of the company's revenues are derived from
international freight.  After contracting -2.6 and -6.5% during
2009, the U.S. and Mexican economies are expected to grow 2.7% and
2.5% during 2010, and 4.4% and 3.6% during 2011, respectively.

Positive Business Momentum, Recovery Expected to Continue:
KCSM's business operations recovered strongly in conjunction with
its controlling shareholder, KCS, during the first nine months of
2010.  In this period, KCSM's revenues were US$582.4 million, a
33% increase over similar period of 2009.  The increase in the
company's revenue reflects a 26% increase in total carload units
and a 6% increase in revenue per carload unit, with all the
businesses achieving positive revenue growth rates.  At the
consolidated level, KCS also achieved a similar trend.  During the
first nine months of 2010, KCS's revenues were US$1.3 billion, a
25% increase over similar period of 2009.  The increase in KCS's
revenue reflects a 16% increase in total carload units and an 8.8%
increase in revenue per carload unit.

The sectors driving the revenue recovery were chemical &
petroleum, industrial & consumer products, and agriculture &
mineral, which represented approximately 23%, 24%, and 27%,
respectively, of KCSM's total revenue during the first nine months
of 2010.  Fitch projects that KCSM will generate approximately
US$792 million and US$884 million in revenues during fiscal year
2010 and FY2011, respectively.


KENTUCKY DATA: Moody's Confirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has confirmed the B1 Corporate Family
Rating of Kentucky Data Link, Inc., and the B1 ratings for its
senior first lien secured credit facilities.  The rating action
follows completion of the acquisition of Q-Comm, KDL's direct
holding company, by Windstream Corporation, following which KDL's
outstanding credit facilities were repaid in full and terminated.
The action concludes the review of KDL's ratings which was
initiated on October 18, 2010, following the announcement of KDL's
proposed acquisition by Windstream Corporation.  Moody's will
withdraw KDL's ratings subsequent to today's rating actions.

Moody's has confirmed the following rating actions:

Kentucky Data Link, Inc.

-- Corporate Family Rating, B1
-- Probability of Default Rating, B2
-- Senior Secured Bank Credit Facility, B1 LGD3 (32%)
-- Outlook, Changed To Stable from Rating Under Review

All ratings will be withdrawn.

The last rating action affecting KDL occurred on August 18, 2010,
when KDL's ratings were placed under review for upgrade.

The principal methodology used in rating KDL was Moody's rating
methodology for Global Telecommunications Industry published in
December 2007 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Kentucky Data Link, Inc., a wholly owned subsidiary of Q-Comm
Corporation, is headquartered in Evansville, IN, and provides
wholesale long-haul transport telecommunications services in the
Midwest and Southeast US.


KH FUNDING: U.S. Trustee Gets More Time to Challenge Gray Hiring
----------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on KH Funding
Company's stipulation with the United States Trustee for Region 4,
extending until January 14, 2011, the time upon which the U.S.
Trustee can file his comments or objections to the Debtor's
request to employ Gray & Associates, LLC, as Asset Disposition
Consultant.  A copy of the Stipulation, dated January 10, 2011, is
available at http://is.gd/dKV65cfrom Leagle.com.

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on December 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com
-- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


LEVEL 3 COMMS: S&P Assigns 'CCC' to Proposed $300MM Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating and '6' recovery rating to Broomfield, Colo.-based Level 3
Communications Inc.'s (Level 3) proposed $300 million of senior
unsecured notes due 2019.

The Company intends to use the proceeds from the new notes for the
redemption of its 5.25% convertible senior notes due 2011 and for
general corporate purposes.  Pro forma for the transaction, this
facilities-based provider of communications services and transport
will have about $6.6 billion of consolidated debt.

Other ratings, including the 'B-' corporate credit rating and the
stable outlook, remain unchanged.

                             Ratings List

Level 3 Communications Inc.
Corporate Credit Rating          B-/Stable/--

New Rating

Level 3 Communications Inc.
Senior Unsecured $300 Mil Notes  CCC
  Recovery Rating                 6


LEWIS BLOOM: Seeks Court OK to Retain Special Counsel
-----------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation between
Lewis Bloom and the United States Trustee for Region 4, extending
the time upon which the U.S. Trustee can file his comments or
objections to the Debtor's application to employ special counsel.
The objection was extended until January 12, 2011.

A copy of the Stipulation dated January 10, 2011, is available at
http://is.gd/kOzwL5from Leagle.com.

Bethesda, Maryland-based Lewis Bloom filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 10-30604) on September 7, 2010.
Alan S. Kerxton, Esq. -- akerxton@steinsperling.com -- at Stein,
Sperling, Bennett, De Jong, Driscoll & Greenfeig, PC, serve as the
Debtor's counsel.  In his petition, the Debtor listed under
$50,000 in assets and $1 million to $10 million in debts.


LIONS GATE: MHR Fund Management Holds 29.4% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 10, 2011, MHR Fund Management LLC disclosed
that it beneficially owns 40,221,406 shares of common stock of
Lions Gate Entertainment Corp. representing 29.4% of the shares
outstanding.  As of November 1, 2010, there were 136,604,460
shares of the Company's common stock outstanding.

Other affiliates of MHR Fund Management also disclosed beneficial
ownership of common stock:

                                             Shares       Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
MHR Institutional Advisors II LLC          8,278,176     6.1%
MHR Institutional Partners III LP         29,256,557    21.4%
MHR Institutional Advisors III LLC        29,256,557    21.4%
Mark H. Rachesky, M.D.                    40,243,247    29.4%

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate Entertainment Corp. is an independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.

Lions Gate's balance sheet at June 30, 2010, showed assets of
$1,592,874,000, liabilities of $1,594,454,000, and a shareholders'
deficiency of $1,580,000.

Lions Gate carries 'B-' issuer credit ratings from Standard &
Poor's.


LIONS GATE VENTURES: Section 341(a) Meeting Scheduled for Feb. 15
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Lions
Gate Ventures, Inc.'s creditors on February 15, 2011, at 2:30 p.m.
The meeting will be held at STE 300, 3685 Main Street, Riverside,
CA 92501-2804.

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.

Corona, California-based Lions Gate Ventures, Inc., dba Lions Gate
Ventures, filed for Chapter 11 bankruptcy protection on January 5,
2011 (Bankr. C.D. Calif. Case No. 11-10409).  Terrell Proctor,
Esq., who has an office in Woodland Hills, California, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.


LOUIS JONES ENTERPRISES: ERISA Problems Give Employee Priority
--------------------------------------------------------------
WestLaw reports that a chapter 11 debtor-employer's failure to
segregate wages withheld from its employee's paycheck for
application toward premiums owing on a group health insurance
policy, with the result that funds were seized by a creditor and
not available to pay premiums, gave the employee a fifth-level
priority claim for wages withheld and not applied less than 180
days before the petition date, as being in nature of a claim for
contribution to an "employee benefit plan arising from services
rendered within 180 days before the [filing] date."  The employee
also had an administrative expense claim for wages withheld and
not applied postpetition.  Finally, the employee had a claim for
unreimbursed medical expenses that he incurred due to the
cancellation of the policy, expenses that would have been covered
under the policy had the debtor not been careless in carrying out
its fiduciary duties under ERISA with respect to these
withholdings.  In re Louis Jones Enterprises, Inc., --- B.R. ----,
2010 WL 5263357 (Bankr. N.D. Ill.)(Schmetterer, J.).

Louis Jones Enterprises, Inc., sought chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-11375) on Mar. 16, 2010.  A copy of
the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/ilnb10-11375.pdfat no charge.  The
Debtor filed a chapter 11 plan of liquidating on Dec. 17, 2010, a
modified plan on Jan. 10, 2011, and a disclosure statement, but
provides no estimate of any distribution to unsecured creditors.
A status hearing is scheduled for Feb. 24, 2011, at 10:30 a.m. in
Chicago.


MAGIC BRANDS: Luby's Sues Fuddruckers Licensee for Contempt
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that restaurant operator Luby's Inc., the purchaser of the
Fuddruckers chain, wants the bankruptcy court in Delaware to hold
a former franchisee in contempt for continuing to operate five
stores under the Fuddruckers brand.  The dispute is scheduled for
hearing in bankruptcy court on Jan. 26.

Luby's bought the Fuddruckers business from Magic Brands LLC for
$63.45 million in a sale approved by the bankruptcy court in June.
Mr. Rochelle recounts that businesses owned by Ralph Flannery
operated five stores under franchise agreements.  Luby's didn't
buy the licenses with Flannery.  After the sale to Luby's, Magic
Brands terminated the Flannery licenses with permission from the
bankruptcy court.

According to Mr. Rochelle, Luby's wants Mr. Flannery held in
contempt and directed by the bankruptcy court to stop using the
Fuddruckers intellectual property.

Mr. Rochelle notes that Mr. Flannery may argue he has the right to
continue using the intellectual property under Section 365(n) of
the U.S. Bankruptcy Code, which provides protections when licenses
for intellectual property are rejected in bankruptcy.  He adds
that Mr. Flannery may be required to pay royalties if he succeeds
in being allowed to continue using the marks.  Flannery already
raised the issue at the hearing for approval of the sale.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

In July 2010, Magic Brands closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.  The Debtor changed its name to Deel, LLC
following the completion of the sale.


MCGRATH'S PUBLICK: Employee Class Claim Loses Priority Status
-------------------------------------------------------------
A class of former employees of McGrath's Publick Fish House, Inc.,
certified in a California state court proceeding, filed a claim
for $185,496.  The claimants assert that the entire claim is
entitled to priority under 11 U.S.C. Sec. 507(a)(4).  The
Reorganized Debtor objected to the claim to the extent it asserts
any priority.

Chief Bankruptcy Judge Frank R. Alley, III, sustained the Debtor's
objection.  The claim will be allowed as a general unsecured claim
for $185,496.  Although the claim was filed by the claimant's
attorney, payment should be made to CPT Group, Inc., the claims
administrator designated by the Superior Court.

                About McGrath's Publick Fish House

Salem, Oregon-based McGrath's Publick Fish House, Inc., fdba
McGrath's Properties LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 10-60500) on February 3, 2010.
The Company estimated assets and debts at $10 million to
$50 million as of the petition date.  The Debtor was represented
by Leon Simson, Esq., Timothy J. Conway, Esq., and Haley B. Bjerk,
Esq., at Tonkon Torp LLP, in Portland, Oregon, as counsel.
McGrath's Plan of Reorganization was confirmed on November 15,
2010.


MEDICAL WIND: IRS' Erroneous Tax Refund Claim Survives Dismissal
----------------------------------------------------------------
Magistrate Judge Mary Pat Thynge denied a defendant's request to
dismiss the suit, United States of America, v. Bacara Partners,
LLC; Larry Manth; Michael Rosenblum; Victoria Tan; Spinneret
Financial Solutions, LLC; Alfred Hahnfeldt; and Joseph Gagliardi,
C.A. No. 10-354 (D. Del.), as to Counts I and III, and granted the
defendant's motion to dismissal as to Count II.

On April 28, 2010, the United States sued Bacara and the other
defendants to recover an erroneous refund of federal taxes and
interest paid to Medical Wind Down Holdings I, Inc.  Counts I-III
of the complaint allege that: (1) the 1120X form is invalid
pursuant to 26 U.S.C. Sec. 7405; (2) the assignment of "claims"
contravened the Anti-Assignment Act pursuant to 31 U.S.C. Sec.
3727, and; (3) the refund included unsubstantiated "specified
liability losses" pursuant to 26 U.S.C. Sec. 172(b)(1).  Bacara
sought dismissal of Counts I-III.

Judge Thynge held that neither the statute of limitations under
26 U.S.C. Sec. 6532(b) nor res judicata and collateral estoppel
bar the government's claims.  Hence, Counts I and III should not
be dismissed.  Judge Thynge said Count II should be dismissed
because the Anti-Assignment Act is precluded by operation of the
bankruptcy court order approving the sale of MWDH I's remaining
assets to Bacara, which included potential tax refund claims
against the government.

A copy of the Magistrate Judge's January 10, 2011 Report and
Recommendation is available at http://is.gd/sgcpV4from
Leagle.com.

In a separate order, the Court denied defendant Joseph Gagliardi's
motion to dismiss count IV of the complaint for failure to state a
claim pursuant to Rule 12(b)(6).  Count IV of the complaint
specifically raises common law fraud, the sole claim against Mr.
Gagliardi.  The Court held that the facts, as pled in the
complaint, support an inference that Mr. Gagliardi owed a duty of
open, honest and straightforward disclosure to the IRS.

A copy of the Judge's January 10, 2011 Report and Recommendation
as to the Gagliardi matter is available at http://is.gd/x7xl9T
from Leagle.com.

Medical Wind Down Holdings, formerly known as Maxxim Medical Group
Inc., were suppliers of custom-procedure trays, nonlatex
examination gloves and other single-use products. The Debtor filed
for chapter 11 protection (Bankr. D. Del. Case No. 03-10438) on
February 11, 2003.  Attorneys at Young, Conaway, Stargatt &
Taylor, and Willkie Farr & Gallagher, represented the Debtor in
its restructuring efforts.

On November 10, 2003, through a court-approved sale, substantially
all assets of the bankrupt estates were sold, and MWDH I ceased
conducting business.


MGM RESORTS: CityCenter Proposes to Offer $1.1-Bil. Notes
---------------------------------------------------------
MGM Resorts International announced that CityCenter Holdings, LLC,
a joint venture which is 50% owned by a wholly-owned subsidiary of
the Company and 50% owned by Infinity World Development Corp.,
proposes to offer $1.1 billion in aggregate principal amount of
first and second lien notes in a private placement.  CityCenter
plans to use the net proceeds from the offering to reduce its
obligations under its existing credit facility in connection with
amending and restating the credit facility to, among other things,
extend the maturity of the remaining loans for four years.

The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The notes will be offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.

                         About MGM Resorts

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

                           *     *     *

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

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

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


MICHAEL ARANDA: Checking Account 1 Not TBE Property
---------------------------------------------------
Bankruptcy Judge Paul G. Hyman held that Michael Aranda's first
checking account with United Bank cannot be a "Tenancy by the
Entireties" property.  Judge Hyman denied Mr. Aranda's claim of
exemption in Account 1.

Judge Hyman, however, gave Mr. Aranda a chance to prove that his
second checking account is a TBE property.  Judge Hyman said the
Account 2 signature card is not dispositive regarding Mr. Aranda's
intended form of ownership in that account. The Arandas may
present evidence at trial that United Bank expressly prohibited
them from selecting TBE as a form of ownership, and that the
Arandas intended for Account 2 to be a TBE account.

On May 23, 2008, Seacoast National Bank obtained a judgment
against the Debtor in state court.  Seacoast filed a judgment lien
certificate against the Debtor on May 27, 2008, and served United
with a writ of garnishment on September 2, 2008.  The Debtor filed
a chapter 11 bankruptcy petition on October 28, 2008.  In his
Amended Schedule C filed in the Chapter 11 case, Mr. Aranda
claimed his two accounts at United Bank as exempt TBE property.

The Debtor filed a complaint to avoid Seacoast's judgment and
garnishment liens.  The Debtor asserted that the Accounts were
exempt TBE property.  The Chapter 7 Trustee intervened in the
adversary proceeding after the Debtor's case was converted.  The
Chapter 7 Trustee also objected to the Debtor's claim of exemption
in the Accounts.  The Chapter 7 Trustee seeks summary judgment
against the Debtor with respect to the Objection and Count I of
the Complaint.

The case is Michael F. Aranda, Plaintiff, v. Seacoast National
Bank, as Administrative and Collateral Agent, Defendant; and
Michael R. Bakst, Trustee, Third-Party Plaintiff, v. Tonya Aranda
Third-Party Defendant, Adv. Pro. No. 08-01768 (Bankr. S.D. Fla.).

A copy of the Court's January 10, 2011 Memorandum Order is
available at http://is.gd/C7cqyvfrom Leagle.com.

Michael F. Aranda filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 08-26059) on October 28, 2008.  Paul J. Battista,
Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida,
served as bankruptcy counsel.  In his petition, the Debtor
estimated $1 million to $10 million in assets, and $10 million to
$50 million in debts.  The case was later converted to a case
under Chapter 7.


MOBILE TEAM: Hirschler Fleischer Not Subject to Disgorgement
------------------------------------------------------------
Chief Bankruptcy Judge Douglas O. Tice, Jr. denied the request of
Harry Shaia Jr., chapter 7 trustee for the estate of The Mobile
Team, LLC, to require the Debtor's counsel, Hirschler Fleischer,
P.C., to disgorge the retainer paid prior to the filing of
Debtor's Chapter 11 petition.  Hirschler Fleischer opposed the
motion and requested the Court to allow it to draw on the balance
of its prepetition retainer.  Judge Tice held that Hirschler
Fleischer holds a security interest in the balance of the retainer
and that the firm is not subject to disgorgement of the retainer.
The firm must must give an accurate accounting for the retainer,
including all amounts previously drawn.

A copy of the Court's January 10, 2011 Memorandum Opinion and
Order is available at http://is.gd/XNnckRfrom Leagle.com.

Glen Allen, Virginia-based The Mobile Team, LLC, dba Team Mobile
and dba WPB Communications, filed for Chapter 11 bankruptcy
(Bankr. E.D. Va. Case No. 10-31771) on March 15, 2010.  David K.
Spiro, Esq. -- dspiro@hf-law.com -- at Hirschler Fleischer in
Richmond, served as te Debtor's counsel.  The Company had assets
of $1,250,000 and total debts of $5,098,108, according to the
schedules filed together with the petition.

An order was entered on September 9, 2010, converting the Debtor's
case to Chapter 7.  Harry Shaia Jr. was appointed Chapter 7
trustee.  Kaufman & Canoles P.C., who had served as counsel to the
Official Committee of Unsecured Creditors in the Chapter 11 case,
was approved to serve as counsel to the Chapter 7 trustee.

The Chapter 7 Trustee is represented in the case by:

          Terry Catherine Frank, Esq.
          KAUFMAN & CANOLES, P.C.
          Three James Center, 12th Floor
          1051 E. Cary Street
          Richmond, VA 23219
          Telephone: (804) 771-5745
          Facsimile: (804) 771-5777
          E-mail: tcfrank@kaufcan.com

The Official Committee of Unsecured Creditors is represented by:

          Dennis T. Lewandowski, Esq.
          KAUFMAN & CANOLES, P.C.
          150 W. Main Street, Suite 2100
          Norfolk, VA 23510
          Telephone: (757) 624-3252
          Facsimile: (757) 624-3169
          E-mail: dtlewandowski@kaufcan.com


MOLECULAR INSIGHT: Bondholders Want Investment Agreement Trashed
----------------------------------------------------------------
The Hon. Judge Frank J. Bailey of the U.S. Bankruptcy Court for
the District of Massachusetts will convene a hearing today,
January 14, 2011, at 9:30 a.m., to consider Molecular Insight
Pharmaceuticals, Inc.'s assumption of an investment agreement with
an equity investor.

Dow Jones' Small Cap previously reported that Molecular Insight
has sought approval to enter into a deal that would pave the way
for a $45 million equity capital infusion while also opening up
the Company to competing financial proposals.  Under Molecular
Insight's proposal, Savitr Capital LLC -- an existing shareholder
of the company -- would essentially serve as the stalking horse in
a process that would allow bondholders and other stakeholders to
put forth competing financial proposals or attempt to negotiate
more favorable treatment from Savitr under a possible consensual
plan.

                        Bondholders Object

The Informal Bondholder Group objects to the Debtor's proposed
assumption of Investment Agreement saying that it is 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 prepetition debt obligations,
together with a significant cash infusion.

The Bondholders are certain holders of those senior secured
floating rate bonds due November 2012 issued pursuant to that
certain Indenture dated as of November 16, 2007, by and between
the Debtor, as issuer, and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), as trustee and collateral agent Assumption of
Investment Agreement.

As of the Petition Date, the Debtor was liable in respect of Bonds
in an aggregate amount of not less than $199,998,573 (including
any prepetition accrued interest thereon.

The Investment Agreement contemplates a transaction that is
tantamount to a complete restructuring and recapitalization of the
Debtor's business, all outside of a plan context and all without
the support of the Bondholders which hold virtually all of the
debt in the Company.

According to Bondholders, the Equity Investor Proposal is
dependent upon, among other things:

   a) the emergence of the Debtor from bankruptcy by March 31,
      2011;

   b) the Debtor's adherence to a cash collateral budget;

   c) satisfactory resolution of various issues related to
      OnaltaTM, a drug candidate; and

   d) entry of an order by the Court incorporating, among other
      things, (i) a confirmation order related to a chapter 11
      plan and (ii) the Court's approval of a breakup fee and
      expense reimbursement for the benefit of the equity
      investor, Savitr Capital LLC; the $1,500,000 break-up fee
      and expense reimbursement is sought in addition to the
      $450,000 already paid by the Debtor to the Equity Investor
      even though there is no formal sale or auction process and
      despite the fact that a competitive bidding environment
      already exists.

If one were to add the $450,000 received by the Equity Investor
prior to the Petition Date, the true price of the entry into the
Investment Agreement could approach almost $2,000,000.

The Bondholders relate that their proposal can be accomplished
quickly and efficiently.  By contract, the Equity Investor
Proposal is a highly speculative scheme predicated upon higher
levels of debt and lower levels of liquidity.  Moreover,
consummation of the Equity Investor Proposal would require a
successful cram down of the secured claims of the Bondholders, all
at great risk to the Debtor which is without the financial
wherewithal or the tolerance to sustain such a battle.

                      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.


MORTGAGES LTD: Radical Bunny Managers Want SEC Fraud Case Nixed
---------------------------------------------------------------
Bankruptcy Law360 reports that four managing members of Radical
Bunny LLC accused of fraudulently funneling more than $189 million
to Mortgages Ltd. have asked a judge to throw out the U.S.
government's case, saying the notes they issued were not
securities.

                        About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


MS GRAND: Chapter 11 Case Transferred to Alexandria
---------------------------------------------------
Lanham, Maryland-based MS Grand Inc. received an order
transferring its Chapter 11 bankruptcy case to Alexandria,
Virginia (Bankr. E.D. Va. Case No. 11-10200) on Jan. 11, 2011.

MS Grand Inc. originally filed a Chapter 11 petition in Greenbelt,
Maryland (Bankr. D. Md. Case No. 10-33911) on Oct. 19, 2010.

The docket indicates that Sam Wang Produce, Inc., T.M. Kovacevich
Philadelphia, Inc., Four Season Produce, Inc., Ryeco, LLC, Eagle
Fruit Traders, LLC, William Manis Company, C&E Farms, Inc., Amazon
Produce Network, LLC, Tony Vitrano Company, Inc., Leone Produce,
LLC, Earth Source Trading, Inc., I Love Produce, LLC, G. Cefalu &
Bro., Inc. have commenced a lawsuit against MS Grand, Adv. Pro.
No. 11-01027 (Bankr. E.D. Va.).

Linda D. Regenhardt, Esq., at Baileygary PC, in Vienna, Virginia,
represents the Debtor in the case.

The Debtor disclosed $6,902,283 in assets and $8,510,034 in
liabilities in its Schedules of Assets and Liabilities.


MYSPACE INC: News Corp. Considering Spinoff or Sale
---------------------------------------------------
Andy Fixmer and Sarah Rabil at Bloomberg News report that News
Corp. is considering a possible spin-off or sale of MySpace, a day
after cutting almost half of the social-networking Web site's
workforce.

"News Corp. is assessing a number of possibilities including a
sale, a merger and a spinout," Rosabel Tao, a spokeswoman for
MySpace said in an interview with Bloomberg News.  "The process
has just started."

Bloomberg relates that the announcement signals News Corp.'s
unwillingness to bear the unit's continuing losses, which amounted
to less than $100 million in the year ended in June, an official
for the site told Bloomberg in October.

As reported in the January 12 edition of the Troubled Company
Reporter, MySpace has unveiled plans cutting nearly half of its
staff worldwide, or about 500 employees, after an extensive revamp
in October 2010 overhauled its look and allowed it to be run with
fewer workers.  Myspace reduced its staff by nearly 30% in the
summer 2010, or about 420 jobs.

Myspace is a social networking Web site headquartered in Beverly
Hills, California.


NIELSEN CO: S&P Puts 'B+' Corp. Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for New York City-based The Nielsen Co. B.V., along
with all related issue-level ratings on the Company's debt, on
CreditWatch with positive implications.  S&P rates the Company on
a consolidated basis with subsidiaries Nielsen Finance LLC and
Nielsen Finance Co.

The positive CreditWatch listing is based on Nielsen's intention
to launch an IPO of $1.75 billion, of which $1.5 billion will be
in the form of common equity and $250 million will be in the form
of a mandatorily convertible note.  Proceeds of the offerings will
be used to repay the Company's 12.5% discount note in its
entirety; repay portions of the 11.125% notes due 2016, 11.5%
notes due 2016, and 11.625% notes due 2014; and to terminate an
advisory agreement with its sponsors.

For the 12 months ended Sept. 30, 2010, adjusted leverage was
high, at 7.1x, but modestly loS&Pr than at Dec. 31, 2009, when it
was 7.5x.  Adjusted leverage, pro forma for the $1.4 billion debt
repayment following the contemplated IPO and giving full equity
credit to the mandatorily convertible note, was roughly 6x for the
last 12 months ended Sept. 30, 2010.

For the third quarter ended Sept. 30, 2010, revenue increased
5.1%, or 6.8% on a constant currency basis, from the same period
last year.  Nielsen's "What Consumers Watch" segment revenue grew
3% on a constant currency basis and the "What Consumers Buy"
segment grew 8.8% on a constant currency basis.  Revenue growth in
the "What Consumers Buy" segment was driven by strong growth in
developing markets.  Revenue growth also benefited from solid
performance in the more discretionary business, Insights Services,
which provides the Company's consumer products clients advanced
analytics and consulting services.  EBITDA was essentially flat
year over year.  S&P expect that revenue will increase at a mid-
single-digit percentage rate and EBITDA will increase at a mid- to
high-single-digit rate in 2011.

"The positive CreditWatch listing reflects that S&P could raise
the rating by one notch, depending on the ultimate size of the IPO
and the amount of debt that the Company repays," said Standard &
Poor's credit analyst Tulip Lim.


NPS PHARMACEUTICALS: Ends Phase 3 Registration Study of GATTEX
--------------------------------------------------------------
On January 10, 2011, NPS Pharmaceuticals, Inc. announced the
completion of the 24-week treatment phase of the company's Phase 3
registration study of GATTEX(R) (teduglutide).  The double-blind,
placebo-controlled safety and efficacy study known as STEPS
randomized 86 patients with parenteral nutrition (PN) dependent
short bowel syndrome (SBS) to receive drug or placebo over a 24-
week treatment period.

"With the last patient's final clinical visit, we remain on track
with our development timelines for GATTEX in short bowel
syndrome," said Francois Nader, MD, president and chief executive
officer of NPS Pharmaceuticals.  "We look forward to reporting top
line results later this quarter and to filing for marketing
authorization with the U.S. Food and Drug Administration if the
results are positive."

NPS is also advancing STEPS 2, an open-label continuation study in
which all participants will receive up to an additional 24 months
of GATTEX therapy.  Ninety-seven percent of eligible patients who
completed STEPS elected to enroll in STEPS 2.

SBS is a rare disorder characterized by inadequate absorption of
fluids and nutrients in people who have had a significant portion
of their small intestine removed.  Some SBS patients require the
use of chronic PN or intravenous feeding to supplement and
stabilize their nutritional needs.  GATTEX is NPS' proprietary
analog of human glucagon-like peptide 2 (GLP-2), a naturally-
occurring peptide involved in the repair and maintenance of normal
structure and function of the intestine.  The goal of treatment
with GATTEX is to restore the structural and functional integrity
of the remaining intestine to reduce PN dependence.

                      About the STEPS Studies

STEPS is an international, double-blind, placebo-controlled Phase
3 registration study to confirm that GATTEX is well tolerated and
reduces PN dependence in adults with SBS.  The company believes
positive results from STEPS will enable it to seek U.S. marketing
approval for GATTEX.

Eighty-six PN-dependent SBS patients were randomized in the STEPS
study at approximately 30 sites in North America and Europe.  The
trial included an initial three- to eight-week optimization and
stabilization period, after which patients were randomized 1:1 to
compare daily subcutaneous dosing of 0.05 mg/kg of GATTEX to
placebo over a 24-week treatment period.

The primary efficacy endpoint is the percentage of patients who
achieve a 20 percent or greater reduction in weekly PN volume at
week 20 and maintain that response at week 24, when compared to
baseline.  The study's secondary endpoints will evaluate efficacy
variables based on reductions in PN volume or the direct effects
of improved intestinal absorption of fluid.

NPS expects to report top-line results from STEPS in the first
quarter of 2011 and if positive, subsequently seek U.S. marketing
approval for GATTEX in SBS.

Patients who participated in STEPS had the option to enroll in
STEPS 2, an open-label continuation study in which all
participants will receive up to 24 months of GATTEX therapy.

NPS is advancing STEPS and STEPS 2 with the support of its partner
Nycomed and the two companies are sharing the external clinical
costs for the studies.

                     About Short Bowel Syndrome

Short bowel syndrome, or SBS, is a highly disabling condition that
can impair a patient's quality-of-life and lead to serious life-
threatening complications. SBS typically arises after extensive
resection of the bowel due to Crohn's disease, ischemia or other
conditions. SBS patients often suffer from malnutrition, severe
diarrhea, dehydration, fatigue, osteopenia, and weight loss due to
the reduced intestinal capacity to absorb nutrients, water, and
electrolytes. The usual treatment for short bowel syndrome is
nutritional support, including parenteral nutrition (PN) or
intravenous feeding to supplement and stabilize nutritional needs.

Although PN can provide nutritional support for short bowel
syndrome patients, it does not improve the body's own ability to
absorb nutrients. PN is also associated with serious
complications, such as infections, blood clots or liver damage,
and the risks increase the longer patients are on PN. Patients on
PN often experience a poor quality-of-life with difficulty
sleeping, frequent urination and loss of independence.

There are an estimated 10,000 to 15,000 SBS patients in North
America who are dependent on PN, the direct cost of which can
exceed $100,000 annually per patient.

                   About GATTEX(R) (teduglutide)

GATTEX (teduglutide) is a novel, recombinant analog of human
glucagon-like peptide 2, a protein involved in the rehabilitation
of the intestinal lining. GATTEX is in Phase 3 development to
reduce dependence on parenteral nutrition (PN) in patients with
short bowel syndrome (SBS). NPS has reported findings from
completed studies in which GATTEX demonstrated a favorable safety
profile and reductions in mean PN volume from pretreatment
baseline were observed. NPS is also advancing preclinical studies
to evaluate teduglutide in additional intestinal failure related
conditions.

Teduglutide has received orphan drug designation for the treatment
of SBS from the U.S. Food and Drug Administration and the European
Medicines Agency.

In 2007, NPS granted Nycomed the rights to develop and
commercialize teduglutide outside the United States, Canada and
Mexico. NPS retains all rights to teduglutide in North America.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.

The Company's balance sheet at Sept. 30, 2010, showed
$228.82 million in total assets, $378.65 million in total
liabilities, and a stockholders' deficit of $149.82 million.


NPS PHARMACEUTICALS: Wins Favorable Verdict Against Teva & Barr
---------------------------------------------------------------
On January 7, 2011, the United States District Court, District of
Delaware ruled in favor of NPS Pharmaceuticals, Inc., Amgen, Inc.
and The Brigham and Women's Hospital in their lawsuit against Teva
Pharmaceuticals USA, Inc., Teva Pharmaceutical Industries Ltd.
and Barr Laboratories, Inc.  The Plaintiffs' lawsuit was based on
Abbreviated New Drug Applications, or ANDAs, filed by Teva and
Barr which seek approval to market generic versions of
Sensipar(R).  The court's order enjoined Teva and Barr from the
commercial manufacture, use, import, offer for sale, or sale of
their generic cinacalcet hydrochloride until the expiration of
U.S. Patent Nos. 6,011,068; 6,031,003 and 6,211,244. U.S. Patent
No. 6,011,068 is the last of these patents to expire, which, by
virtue of patent term extension, will be on March 8, 2018.

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.

The Company's balance sheet at Sept. 30, 2010, showed
$228.82 million in total assets, $378.65 million in total
liabilities, and a stockholders' deficit of $149.82 million.


OTTER TAIL: Proposes Green Plains-Led Auction for Ethanol Plant
---------------------------------------------------------------
Green Plains Renewable Energy, Inc., has signed an asset purchase
agreement with Otter Tail Ag Enterprises, LLC to acquire Otter
Tail's 55 million gallon per year capacity dry-mill ethanol plant
near Fergus Falls, Minn.  The proposed transaction is anticipated
to progress through a court-approved bankruptcy proceeding
initiated by Otter Tail Ag Enterprises, LLC.  If confirmed by the
Bankruptcy Court, Green Plains' bid would then be considered the
stalking horse in an asset auction to be held in the next 60 days.

Otter Tail is asking the U.S. Bankruptcy Court for the District of
Minnesota to authorize the sale of all of its assets in an auction
led by OTAV LLC.

The assets to be sold consist of the real property, buildings,
process equipment, including the Solid Waste Facility, and other
fixed assets of the Debtor's ethanol manufacturing plant located
in Fergus Falls, Minnesota.  The purchased assets will also
include input, product, and parts inventories.

The Debtor entered into an asset purchase agreement with OTAV LLC,
which provides for a purchase price of a) a base price of
$55,000,000 comprised of assumed indebtedness and a cash payment;
b) payment for prepaid expenses at closing; and c) payment for
inventories.  The estimated total purchase price is $62,544,486.
A partial source of of the buyer's funds will be from financing
from Agstar Financial Services, PCA, the Debtor's largest secured
creditor, and a portion of the purchase price will include the
assumption of the MMCDC New Markets Fund II, LLC indebtedness.

The APA also includes an expense reimbursement up to $100,000.

The Debtor also asks that the Court permit the assignment of
related unexpired leases and executory contracts to the highest
and best bidder.

In the event of any competing bids for the assets, resulting in
OTAV not being the successful Buyer, it will receive a breakup fee
of $1,000,000 to be paid at the time of the closing of the sale
with such third party buyer.

OTAV may terminate the APA if it is the successful bidder at the
auction and the closing does not occur on or before April 15.

Carl Marks Advisory Group, LLC, assisted the Debtor in marketing
its assets.

The Debtor further requests that these sale related dates be
approved:

   Sale Procedures Hearing     January 27, 2011, at 11:30 a.m.

   Objections Deadline         January 21

   Auction                     February 16, at 10:00 CDT at the
                               Offices of Mackall, Crounse &
                               Moore, PLC, Suite 1400, 901
                               Marquette Avenue, Minneapolis,
                               Minnesota.

   Sale Approval Hearing       February 17 at 1:30 p.m.

   Objections Deadline         February 11

   Bid Deadline                February 11, at 3:00 p.m. CST

A hearing to consider approval of the sale rules is scheduled for
January 27, 2011.

                      Green Plains Expansion

"We remain focused on our growth strategy of acquiring operating
assets that expand our ethanol platform and contribute immediately
to our financial results," stated Todd Becker, President and CEO
of Green Plains Renewable Energy, in a statement.  "If we are
successful in the auction process, we believe our proven
management capabilities will add value for all stakeholders."

If completed, the acquisition would increase Green Plains' ethanol
production capacity by approximately 8% to an annual capacity of
712 million gallons.  Green Plains plans to finance the
transaction through a mix of available cash on hand and debt
financing from existing lenders.

Bloomberg News notes that Green Plains has used a series of
acquisitions to almost double its output since May 2009.  The
Company bought Global Ethanol LLC and acquired its plants in
Lakota, Iowa, and Riga, Michigan, for $169.2 million in October.
Those two mills have total capacity to produce 157 million gallons
of the fuel.  In 2009, it bought plants in Central City and Ord,
Nebraska, for $123.5 million from AgStar Financial Services, which
had acquired the distilleries from bankrupt producer VeraSun
Energy Corp.

                        About Green Plains

Green Plains Renewable Energy, Inc. (Nasdaq:GPRE) is North
America's fourth largest ethanol producer, operating a total of
eight ethanol plants in Indiana, Iowa, Michigan, Nebraska and
Tennessee with annual expected operating capacity totaling
approximately 657 million gallons.  Green Plains owns 51% of
Blendstar, LLC, a biofuel terminal operator which operates nine
blending or terminaling facilities in seven states in the south
central United States.

                        About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  The Debtor disclosed assets of $66.4 million
against $86 million in debt, nearly all secured, in its schedules.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


OVERSEAS SHIPHOLDING: S&P Lowers Corporate Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Overseas Shipholding Group Inc. (OSG) to 'B' from 'BB-'.
At the same time, S&P lowered S&P's ratings on the Company's
senior unsecured debt to 'B' from 'BB-', the same as the new
corporate credit rating.  The '4' recovery rating remains
unchanged, indicating S&P's expectation that lenders will receive
an average (30%-50%) recovery in a payment default scenario.  S&P
is removing all ratings from CreditWatch, where it placed them
with negative implications on Dec. 13, 2010.  The outlook is
stable.

"The downgrade reflects OSG's weakened financial profile, caused
by prolonged revenue and earnings declines and a significant debt
burden that we expect to increase somewhat over the next year, as
the Company funds $374.1 million in remaining capital commitments
under its vessel new build program," said Standard & Poor's credit
analyst Funmi Afonja.

As of Sept. 30, 2010, OSG had $3.2 billion in lease adjusted debt.
OSG's revenues and earnings are vulnerable to volatile spot market
rates, with 82.2% of the Company's revenue days from the
international crude oil business for the quarter ended Sept. 30,
2010, in the spot market, the highest in three years.  Very large
crude carriers (VLCCs) that generate a significant portion
of OSG's total revenues tend to have the most volatile rates,
relative to smaller tankers.  For example, average spot market
time charter equivalent (TCE) rates on VLCCs, though up 46% during
the third quarter of 2010, compared with the prior year period,
were down by 86% compared with the strong third quarter of 2008.
As a result of the significant decline in tanker rates, revenues
are down 15% for the 12 months ended Sept. 30, 2010, compared with
the previous period, and down 34% compared with Sept. 30, 2008.
Lower revenues, combined with higher operating expenses from
managing a larger fleet, caused operating margins (after
depreciation and amortization) to decline to 8.1% in the quarter
ended Sept. 30, 2010, compared with 15.8% in the previous year
period and 34.8% in September 2008.

The ratings on OSG reflect the Company's highly leveraged
financial profile, the competitive nature of the shipping
industry, and the Company's historically aggressive financial
policy, with substantial share repurchases during 2007 and 2008.
Positive credit factors include adequate liquidity, a relative
strong point in the Company's financial profile, and a well-
established market position in the ocean transportation of crude
oil and petroleum products.  S&P characterize OSG's business
profile as weak and its financial risk profile as highly
leveraged.

The outlook is stable and reflects S&P's expectations that the
Company will continue to have sufficient liquidity to work through
the weak operating environment and that the Company will
eventually benefit from a recovery in tanker rates over the next
several years.  "We could lower the ratings further if continued
weakness in tanker rates or incremental debt to finance new
vessels caused funds flow from operations to debt to fall below 5%
or EBITDA interest coverage to fall below 1x on a sustained
basis," Ms. Afonja added.  "We believe that an upgrade is unlikely
over the next year, given the steep deterioration in the Company's
financial profile and current market conditions."


PERRY ELLIS: Rafaella Buyout Cues Moody's to Hold 'B2' Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the positive outlook and the B2
corporate family and probability of default ratings of Perry Ellis
International, Inc., as well as the B3 rating on its subordinated
bonds.  The action follows its announced plans to acquire Rafaella
Apparel Group, Inc.  The debt-funded transaction modestly
increases leverage, but Perry's strongly positioned B2 CFR can
tolerate the slight weakening of credit metrics.  Furthermore, the
acquisition enhances product diversity, and the greater scale of
the combined entity could help it to become a more meaningful
supplier to Perry's large retail customers.

Moody's estimates the approximately $70 million acquisition, to be
funded through borrowings under Perry Ellis's revolving credit
facility and balance sheet cash, will increase leverage to
approximately 3.3 times debt-to-EBITDA from 3 times for the
trailing twelve months ended October 30, 2010.

Rafaella ratings will be addressed upon completion of the
transaction.  If substantially all of Rafaella's bonds are repaid
in conjunction with the transaction, Moody's would likely withdraw
all Rafaella ratings, including the Caa3 Probability of Default
Rating, the Caa3 Corporate Family Rating, and the Ca rating on its
senior secured bonds.

A summary of the actions follows.

Perry Ellis International, Inc.

-- Affirmed B2 Corporate Family Rating
-- Affirmed B2 Probability of Default Rating
-- Senior Subordinated Bonds, Affirmed B3, LGD adjusted to LGD5,
    77% from LGD5, 76%

Outlook, Positive

Perry's B2 CFR incorporates its narrow product focus, as well as
high customer concentration and EBITA margins that lag most rated
apparel peers.  Credit metrics are fairly strong relative to the
B2 corporate family rating, and Moody's anticipates improvement
over next year.  Nevertheless, at over 3 times debt-to-EBITDA, the
leverage poses challenge for operating in an industry sensitive to
both consumer spending and fashion trends.  The company's well-
known brand portfolio and good liquidity, including expectations
for continued positive free cash flow, support the rating.

The positive outlook reflects the potential for an upgrade with
evidence of smooth integration of the Rafaella business and
commitment to reducing debt and maintaining a conservative credit
profile, as well as continued strong operating performance.
Specific metrics necessary for Perry to achieve a B1 corporate
family rating include expectations for sustained leverage around
3.25 times debt-to-EBITDA, continued positive free cash flow, and
EBITA-to-interest greater than 3 times.  An upgrade would also
require good liquidity.

Moody's would likely revise the outlook to stable based on lack of
progress in reducing leverage, deterioration of the liquidity
profile, or sales or EBITDA declines.

Perry Ellis International designs, distributes and licenses
apparel and accessories for men and women.  The company, through
its wholly owned subsidiaries, owns or licenses a portfolio of
brands that includes Perry Ellis, Jantzen, Laundry by Shelli
Segal, C&C California, Original Penguin by Munsingwear, Callaway,
Cubavera, Savane, Farah, Gotcha, and Nike Swim.  Its revenue for
the trailing twelve months ended October 30, 2010, was
approximately $780 million.

The most recent rating action for Perry Ellis occurred on June 24,
2010.  At that time, Moody's affirmed the B2 corporate family
rating and changed the outlook to positive from negative.

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


PRECISION OPTICS: Marxe and Greenhouse Hold 69.5% 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 1,538,099
shares of common stock of Precision Optics, Corp. representing
69.5% of the shares outstanding.  The number of shares outstanding
of the Company's common stock, par value $0.01 per share, at
November 12, 2010 was 1,018,411 shares.

Marxe and Greenhouse share sole voting and investment power over
1,098 shares of Common Stock owned by Special Situations Cayman
Fund, L.P., 0 shares of Common Stock owned by Special Situations
Fund III, L.P., 160,301 shares of Common Stock, 7,630,000
Warrants to purchase 377,200 Common Shares and $275,000 Debenture
convertible into 220,000 Common Shares owned by Special Situations
Fund III QP, L.P., 160,000 shares of Common Stock, 7,630,000
Warrants to purchase 377,200 Common Shares and $275,000 Debenture
convertible into 220,000 Common Shares owned by Special Situations
Private Equity Fund, L.P., and 22,300 shares of common stock owned
by Special Situations Technology Fund II, L.P.

Austin W. Marxe and David M. Greenhouse, who are the controlling
principals of AWM Investment Company, Inc., the general partner of
and investment adviser to Special Situations Cayman Fund, L.P.
AWM also serves as the general partner of MGP Advisers Limited
Partnership, the general partner of and investment adviser to
Special Situations Fund III, L.P. and general partner of Special
Situations Fund III QP, L.P. (SSFQP).  Marxe and Greenhouse are
also members of MG Advisers L.L.C., the general partner of Special
Situations Private Equity Fund, L.P., and members of SST Advisers,
L.L.C. (?SSTA?), the general partner of Special Situations
Technology Fund II, L.P.  AWM serves as the investment adviser
to SSFQP, SSPE, and Tech II.

Cayman owns 1,098 shares of Common Stock or 0.1% of the shares
outstanding, SSF3 owns 0 shares of Common Stock or 0.0% of the
shares outstanding, SSFQP owns 160,301 shares of Common Stock,
7,630,000 Warrants to purchase 377,200 Common Shares and $275,000
Debenture convertible into 220,000 Common Shares or 46.9% of the
shares outstanding, SSPE owns 160,000 shares of Common Stock,
7,630,000 Warrants to purchase 377,200 Common Shares and $275,000
Debenture convertible into 220,000 Common Shares or 46.9% of the
shares outstanding, and Tech II owns 22,300 shares of common stock
or 2.2% of the outstanding shares.  Messrs. Marxe and Greenhouse
share the power to vote and direct the disposition of all shares
of Common Stock owned by each of the Funds.  Messrs. Marxe and
Greenhouse are deemed to beneficially own a total of 343,699
shares of Common Stock, 15,260,000 Warrants to purchase 754,400
Common Shares and $550,000 Debentures convertible into 440,000
Common Shares or 69.5% of the outstanding shares.

                       About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

The Company's balance sheet at Sept. 30, 2010, showed
$1.72 million in total assets, $2.03 million in total liabilities,
and a stockholders' deficit of $318,919.

                       Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


PRECISION PARTS: Gibraltar Settles $3-Mil. Preference for $2,000
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Gibraltar Industries Inc., a creditor of Precision Parts
International Services Corp., escaped from liability for a
$3.23 million preference by paying only $2,000.  The settlement
was approved last week by the U.S. Bankruptcy Court in Delaware.
Gibraltar was able to avoid paying more by using the new value
defense.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.


QWEST COMMUNICATIONS: BlackRock Holds 11.39% Equity Stake
---------------------------------------------------------
On January 10, 2011, BlackRock, Inc., disclosed in an amended
Schedule 13G with the Securities and Exchange Commission that it
beneficially owns 198,470,658 shares of common stock of Qwest
Communications International common stock representing 11.39% of
the shares outstanding.  As of October 28, 2010, there were
1,742,716,118 shares of common stock outstanding of the Company.

                            About Qwest

Based in Denver, Colorado, Qwest Communications (NYSE: Q) --
http://www.qwest.com/-- offers residential customers a new
generation of fiber-optic Internet service, high-speed Internet
solutions, as well as digital home phone, wireless service
available through Verizon Wireless and DIRECTV services.  Qwest is
also the choice of 95% of Fortune 500 companies, offering a
full suite of network, data and voice services for small
businesses, large businesses, government agencies and wholesale
customers.  Additionally, Qwest participates in Networx, the
largest communications services contract in the world, and is
recognized as a leader in the network services market by leading
technology industry analyst firms.

Qwest carries a 'Ba1' corporate family and probability of default
ratings from Moody's and has 'BB' issuer credit ratings from
Standard & Poor's.

"Our high debt levels pose risks to our viability and may make us
more vulnerable to adverse economic and competitive conditions, as
well as other adverse developments," the Company said in its Form
10-K for the year ended Dec. 31, 2009.  At Dec. 31, the Company's
consolidated debt was approximately $14.2 billion.  Approximately
$5.8 billion of its debt obligations come due over the next three
years.  This amount includes $1.265 billion of our 3.50%
Convertible Senior Notes due 2025, which it may elect to redeem at
any time on or after November 20, 2010 and holders may require the
Company to repurchase for cash on November 15, 2010.

The Company's balance sheet at June 30, 2010, showed
$18.95 billion in total assets, $20.20 billion in total
liabilities, and a stockholders' deficit of $1.24 billion.

Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.


RECKSON OPERATING: Moody's Raises Senior Debt Ratings to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the senior debt ratings of
Reckson Operating Partnership, L.P., to Ba1 from Ba2.  Reckson
Operating Partnership is an indirect subsidiary of SL Green Realty
Corporation.  The outlook is stable.

The rating upgrade follows an on-going review of SLG's
organizational structure and business strategy, specifically as it
relates to the assets and financial profile of ROP.  Moody's
expects ROP's asset composition and financial profile to remain
largely unchanged over the near-term.  The Ba1 ratings reflect the
support provided to ROP's 2020 and 2025 bonds by SLG and SL Green
Operating Partnership , as well as the guaranties that ROP
provides to both SLG 2007 bank facility and SLG's 2017 convertible
notes.  Another key factor supporting the upgrade is that the
unencumbered assets of ROP cover all direct and guaranteed debt
obligations by 1.8X.

The stable outlook reflects Moody's expectation that the financial
leverage of SL Green, which was reduced over the last two years,
will remain stable as the REIT grows and office market
fundamentals improve.

Moody's noted that ROP's effective leverage is similar to SLG's
when taking into account the guaranties that ROP provides to
select SLG debt obligations.  However, ROP has little secured debt
and a large pool of unencumbered assets.  Fixed charge coverage
was strong at 3Q10.  Moody's expects ROP's and SLG's operating
performance to improve over the near-term as the New York office
market recovery advances.

A key rating concern for ROP is its significant asset
concentration in midtown Manhattan.  ROP's four largest properties
are located in midtown Manhattan and account for approximately 69%
of its annualized rent, and one property alone accounts for 27% of
its annualized rent.  In addition, SLG has geographic
concentration in midtown Manhattan, tenant concentration and
industry concentration.  SLG's top five tenants account for 29% of
its annualized base rent and the financial services sector
represents 40% of annualized base rent at 3Q10.

Moody's indicated that upward rating momentum could result should
ROP's parent, SL Green, continue to make improvements to its
financial profile as evidenced by lower leverage levels, lower
secured debt levels and a larger pool of unencumbered assets to
offset its portfolio concentrations and large use of joint
ventures.  In addition, a more balanced asset liability funding
strategy as evidenced by lower variable rate debt levels would
also be a positive.  Ratings would most likely come under downward
pressure should ROP's financial profile, namely leverage and
unencumbered asset base, deteriorate over the intermediate term,
reducing protection to the senior unsecured bondholders.  In
addition, a rating downgrade could result should SLG reverse its
course of deleveraging its balance sheet.

The following ratings were upgraded:

* Reckson Operating Partnership, L.P. -- Senior unsecured debt to
   Ba1 from Ba2

* Moody's last rating action with respect to Reckson Operating
   Partnership, L.P., was on January 13, 2010 -- when Moody's
   affirmed the senior debt ratings of ROP at Ba2 and revised its
   outlook to stable.

The principal methodology used in this rating was Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

SL Green Realty Corporation is a real estate investment trust
primarily focused on owning and operating office buildings in
Manhattan.  As of September 30, 2010, the REIT owned interests in
61 office properties totaling 29 million square feet in the New
York Metro area.  At September 30, 2010, the REIT reported
$10.6 billion in book assets and $5.3 billion in book equity.


RIPTIDE HOTEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Riptide Hotel, LLC
        2300 N. Surf Rd
        Hollywood Beach, FL 33019

Bankruptcy Case No.: 11-10625

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Paul DeCailly, Esq.
                  DECAILLY, P.A.
                  3111 W Dr Martin Luther King Jr. Blvd., #100
                  Tampa, FL 33607
                  Tel: (813) 286-2909
                  Fax: (866) 906-5977
                  E-mail: ecf@pdlaw.net

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Scott Thomson, managing member.


ROBERT MIELL: Bid to Dismiss Ch. 7 Trustee Proceed to Trial
-----------------------------------------------------------
Bankruptcy Judge Paul J. Kilburg denied the U.S. Trustee's request
to dismiss Robert K. Miell's motion to remove the Chapter 7
trustee overseeing his bankruptcy case and request for stay for
lack of prosecution.

The Debtor asserts there is cause to remove Renee Hanrahan as
Trustee.  He argues she is not a disinterested person.  The Debtor
also asserts the Trustee has mismanaged the estate and acted
without authority.  The U.S. Trustee and the Chapter 7 Trustee
objected, asserting the Debtor cannot meet the burden to show
cause to remove the Chapter 7 Trustee. Guaranty Bank & Trust,
State Farm Bank, Luana Savings Bank, and University of Iowa
Community Credit Union have filed joinders in the objections to
the Motion to Remove Trustee.

The Court will proceed with trial scheduled for February 1, 2011.
Judge Kilburg said the trial will, however, be bifurcated so that
it is limited to te Debtor's presentation only.  The Court will
review his offers of evidence for admissibility and determine
whether he has met his burden of proof under 11 U.S.C. Sec. 324(a)
for removal of the Chapter 7 Trustee.  If necessary, the Court
will then set a time for the U.S. Trustee and Chapter 7 Trustee to
make their presentations.

A copy of the Court's Jan. 11, 2011 Order is available at
http://is.gd/b1iWPRfrom Leagle.com.

Robert E. Miell is incarcerated in the County Jail in Marengo,
Iowa, awaiting transfer to a federal facility.  He has been in
jail since early in his bankruptcy case.  Mr. Miell, represented
by attorneys, filed a voluntary Chapter 11 petition (Bankr. N.D.
Iowa Case No. 09-01500), without schedules and statements, on
May 28, 2009.  The Debtor filed his Schedules and Statements on
June 29, 2009, and amended them on July 13, 2009.  The Court
converted the case to Chapter 7 and appointed a Chapter 7 Trustee
on October 9, 2009.  The attorney who represented Debtor most
recently withdrew on September 20, 2010.  He is currently
proceeding without counsel.


RYLAND GROUP: BlackRock Discloses 10.17% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, BlackRock, Inc., disclosed that it
beneficially owns 4,487,126 shares of common stock of The Rland
Group Inc. representing 10.17% of the shares outstanding.  The
number of shares of common stock of The Ryland Group, Inc.,
outstanding on November 4, 2010, was 44,120,622.

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

For the third quarter ended September 30, 2010, the Company
reported a consolidated net loss of $29.9 million compared to a
consolidated net loss of $52.5 million for the same period in
2009.  The Company reported total revenues of $212.74 million for
the three months ended Sept. 30, 2010, compared with
$327.83 million in the third quarter of 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$1.70 billion in total assets, $1.11 billion in total liabilities,
and stockholders' equity of $585.75 million.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SBARRO INC: Ares Management Aiming to Take 'Out' Owner, KDP Says
----------------------------------------------------------------
Ares Management LLC, the Los Angeles investment firm, is trying to
gain influence over a possible restructuring of MidOcean Partners-
owned Sbarro Inc., Christine Idzelis at Bloomberg News reported,
citing KDP Investment Advisors Inc.

"We think the group is looking to take MidOcean out of the
equation or at least use the litigation to attempt to extract
more value in a restructuring," KDP analyst Barbara Cappaert
said in a Jan. 6 report.  The second-lien loan was used to reduce
first-lien debt.  Sbarro is in danger of missing an interest
payment on its notes after violating a financial covenant under
its bank debt, according to the report.

"While we think the company may be able to negotiate an extension
of the bank forbearance, given the higher interest rates to be
paid on the $173 million of outstanding bank debt and letter-of-
credits, we doubt the company will make the February 1, 2011
interest payment on the 10.375% senior notes," Ms. Cappaert wrote
in the report.

                  Restructuring Professionals

According to reports, Sbarro has hired Kirkland & Ellis to examine
restructuring options including a potential bankruptcy filing.
Sbarro has stated in a regulatory filing that it has engaged
Rothschild Inc. as its financial advisor to explore strategic
alternatives addressing its current capital structure.

                       Forbearance Agreement

As reported by the TCR on January 10, 2011, Sbarro, together with
its parent, Sbarro Holdings, LLC, effective January 3, entered
into a Forbearance Agreement with its lenders under its First Lien
Credit Agreement and Bank of America, N.A., as Administrative
Agent under the First Lien Credit Agreement, anticipating that it
would not be in compliance with one of the financial covenants in
its First Lien Credit Agreement as of January 2, 2011.

On January 3, the Company provided a notice of default to the
First Lien Holders regarding this anticipated failure to meet
a financial covenant in the First Lien Credit Agreement.

Pursuant to the Forbearance Agreement, the First Lien Holders have
agreed to temporarily forbear from exercising certain rights and
remedies under the First Lien Credit Agreement solely by reason of
the First Lien Default or the delivery of the Indenture Notice.
Specifically, until the Forbearance Agreement terminates, the
First Lien Holders have agreed not to terminate the commitments,
accelerate the loans, require cash collateral for the letter of
credit obligations, enforce liens granted under the collateral
documents or exercise any other rights or remedies that may be
available under the loan documents in respect of the First Lien
Default or the delivery of the Indenture Notice.

The Company has acknowledged that as a result of the First Lien
Default (i) the Company's consent right in respect of certain
assignments is no longer in effect, (ii) all outstanding loans
bear interest at the default rate (contract rate + 2%), which will
result in incremental interest of approximately $860,000 for the
first quarter of fiscal year 2011, and (iii) the Company is not
entitled to convert eurodollar loans to, or continue any
eurodollar loans for additional interest periods as, eurodollar
loans having an interest period in excess of one month.  The
Company has also agreed to pay a fee to each lender that consents
to the Forbearance Agreement of 15 basis points on the principal
amount of loans held by such lender under the First Lien Credit
Agreement.  As of January 3, 2011, the Company has paid consenting
lenders a forbearance fee of $246,063 in aggregate.

The Forbearance Agreement terminates on the earliest of (i)
January 31, 2011, (ii) the date on which any event of default
under the First Lien Credit Agreement other than the First Lien
Default shall occur, (iii) the date of any breach by Holdings or
the Company of the Forbearance Agreement, and (iv) the date on
which any holder of the Company's senior notes or any of the
Company's second lien lenders (A) accelerates any of the Company's
obligations under the Indenture or the second lien credit facility
or (B) enforces any rights to collect payment under their
respective agreements with the Company.  Approximately 95% of the
Company's outstanding second lien debt is held by an affiliate of
MidOcean Partners.  MidOcean Partners, through various investment
funds that it manages, is the indirect, majority stockholder of
the Company.

The Company received a "Notice of Default", dated December 28,
2010, from AFII US BD Holdings, L.P., a holder of a majority of
the Company's senior notes, contending that the Company's
incurrence of its second lien credit facility in March 2009
violated certain provisions of the Senior Notes Indenture, dated
as of January 31, 2007, among the Company, the guarantors named
therein and The Bank of New York, as Trustee, pursuant to which
the Company's senior notes were issued in January 2007.  The
Indenture Notice states that it is not a notice of acceleration.
The Company continues to believe that its entry into the second
lien credit facility in March 2009, the proceeds of which were
used to pay down outstanding indebtedness under the First Lien
Credit Agreement, was permitted by the Indenture.

                         About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at Sept. 30, 2010, showed
$455.55 million in total assets, $29.98 million in total current
liabilities, $7.47 million in deferred rent, $70.64 million in
deferred tax liabilities, $13.26 million in due to former
shareholders and other liabilities, $341.80 million in long-term
debt, and stockholder's equity of $16.17 million.

                           *     *     *

Standard & Poor's Ratings Services in January 2011 lowered its
corporate credit rating on Sbarro to 'CC' from 'CCC-'.  The
outlook is negative.

"The ratings on Sbarro reflect S&P's belief that the company's
current capital structure is unsustainable and that it is unable
to service its existing debt," said Standard & Poor's credit
analyst Mariola Borysiak.  Sbarro has engaged Rothschild Inc. as
its financial advisor to explore strategic alternatives addressing
its current capital structure.


SEQUENOM INC: Court Grants Motion to Strike in "Hawran" Suit
------------------------------------------------------------
In the lawsuit filed by Paul Hawran in the Superior Court of
California for the County of San Diego, Hawran v. Hixson et al,
case no. 37-2010-00058632-CU-DF-NC, on January 5, 2011, Sequenom,
Inc. received the Court's order granting in part the Company's and
the individual defendants' motion to strike the complaint under
California Code of Civil Procedure Section 425.16.  The Court
removed from the lawsuit Mr. Hawran's claims of negligent and
intentional misrepresentation and negligent and intentional
interference with prospective economic advantage as to the Company
and the individual defendants and Mr. Hawran's claim of breach of
contract as to the individual defendants.  Mr. Hawran's claim of
breach of contract as to the Company and his claims for
defamation, invasion of privacy and unfair business practices
under California Business and Professions Code Section 17200 as to
the Company and the individual defendants remain in the lawsuit.
The Court also denied the Company's and the individual defendants'
demurrer.  The Company and the individual defendants intend to
vigorously defend ourselves against the remaining claims.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.

The Company's balance sheet at Sept. 30, 2010, showed $96.97
million in total assets, $64.67 million in total current
liabilities, $360,000 in deferred revenue, $2.86 million in other
long-term liabilities, $1.12 million in long-term portion of debt
and obligations, and stockholders' equity of $27.96 million.

                          *     *     *

In its March 15, 2010 audit report, Ernst & Young LLP of San
Diego, California, expressed substantial doubt against Sequenom's
ability as a going concern.  The auditor noted that the Company
has incurred recurring operating losses and does not have
sufficient working capital to fund operations through 2010.


SOUTHWEST RESTAURANT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Southwest Restaurant Systems, Inc.
        10426 E Jomax Rd.
        Scottsdale, AZ 85262

Bankruptcy Case No.: 11-00775

Chapter 11 Petition Date: January 11, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Irena Juras, Esq.
                  JURAS LAW FIRM, PLC
                  7150 E Camelback Rd., Suite 444
                  Scottsdale, AZ 85251
                  Tel: (480) 425-2009
                  Fax: (480) 452-1640
                  E-mail: irena@juraslaw.com

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

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 Harvey R. McElhanon, president.


SYNTERRA 3020: Files for Ch. 11 Due to Debt Woes
------------------------------------------------
Synterra 3020 Market, L.P., filed for Chapter 11 protection
(Bankr. E.D. Pa. Case No. 11-10205) in Philadelphia, Pennsylvania,
on Jan. 12, 2011.

According to the corporate resolution authorizing the filing for
the Chapter 11 petition, "Synterra 3020, a Pennsylvania limited
partnership, is unable to pay its debts as they mature, and it is
necessary for the Partnership to reorganize and that it is
advisable to proceed under the acts of Congress relating to
bankruptcy."

The Debtor has not filed customary "first day" motions.

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

Albert A. Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., in Philadelphia, represent the
Debtor.

William L. Wilson, manager of Synterra 3020 Market LLC, the sole
general partner of the Debtor, signed the petition.


SYNTERRA 3020: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Synterra 3020 Market, L.P.
        3020 Market Street
        Phladelphia, PA 19104

Bankruptcy Case No.: 11-10205

Chapter 11 Petition Date: January 12, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Thomas Daniel Bielli, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com
                          tbielli@ciardilaw.com

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

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

The petition was signed by William L. Wilson, manager.

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PECO                               --                      $40,520
P.O. Box 37632
Payment Processing
Philadelphia, PA 19101

Veolia STEAM                       --                      $20,784
P.O. Box 681032
WI 53368-1032

CB Richard Ellis                   --                      $16,313
Dept. 8844
Los Angeles, CA 90084-8844

Hunt's Janitorial Services         --                      $12,036

Securitas                          --                      $11,600

Water Revenue Bureau               --                       $3,451

Site Stuff AR Inc.                 --                       $3,446

Majek Fire Protection              --                       $1,650

Klenzoid                           --                       $1,115

Brother Mike's                     --                       $1,025

Allied Waste Services              --                         $638

Verizon                            --                         $374

National Elevator Inspection       --                         $300
Services

Abstract Overhead Door Co. Inc.    --                         $188

J.C. Ehrlich Co., Inc.             --                         $104

Battery Solutions                  --                          $54

Deer Park                          --                          $54

Verizon Wireless                   --                          $29

West Philadelphia Locksmith        --                          $16


TAPATIO SPRINGS DEV'T: Secured Creditors Want Case Dismissed
------------------------------------------------------------
Clyde B. Smith and Peggy Smith, secured creditors in Tapatio
Springs Development Company, Inc., have asked the U.S. Bankruptcy
Court for the Western District of Texas to dismiss the Debtor's
Chapter 11 bankruptcy cases.

The Smiths say that the Debtor has little or no ability to provide
adequate protection, that there is little to no equity in the
Collateral and that the Collateral is not necessary for an
effective reorganization.

The Debtor is indebted to the Smiths under a Deed of Trust dated
March 1, 1993, securing a Real Estate Lien Note in the original
amount of $5,204,494.28 payable to Tapatio Springs, Inc., by
Tapatio Springs Development Company, Inc.  Subsequently, Tapatio
Springs, Inc., dissolved and its assets, including the Note and
the liens securing it, were distributed to Clyde B. Smith. The
Note was extended on August 1, 2005, and modified, in part, adding
Peggy Smith as a Lender and setting the interest rate at 6% per
annum. The Note was again modified and extended on February 22,
2008, and further extended on June 17, 2009 to September 1, 2009,
when the unpaid principal and interest totaled $3,226,637.55.  No
payments have been made against the Note, as amended and extended,
since March 2010.  The note has matured and due and payable in
full.  As of January 3, 2011, the accrued principal and interest
due on the Note is $3,404,855.31 (accrued interest is $146,923.57;
annual interest is $193,598.25; monthly interest is approximately
$16,133.19; per diem interest is $530.41).

The Smiths say that they have performed all obligations required
of them.  The Debtor has defaulted in its obligations to the
Smiths and the Note is in default.  The Debtor's debt to the
Smiths is entirely secured in the Collateral.

On January 4, 2011, the Smiths were prepared to foreclose on the
Collateral through non-judicial foreclosure in Kendall County,
Texas.  The foreclosure was prevented by Debtor's filing for
bankruptcy.

Contemporaneously with this case, a companion case, Case No. 11-
50054 RBK, In re: Tapatio Springs Real Estate Holdings, LP., was
filed, which purports to be an affiliated company.  The Debtor and
Holding Company filed essentially mirror image schedules and
statement of financial affairs, including listing the subject
property as an asset of the second bankruptcy estate; however,
neither the Note nor Deed of Trust reflect any obligation or
interest of the Holding Company.  Since the property was also
listed as an asset of Holding Company, and to avoid further delay,
the Smiths re seeking relief in both causes.

In both proceedings, the Debtor has indicated that the sole
purpose for filing for bankruptcy protection was to stay the
Smiths' foreclosure action scheduled for January 4, 2011.
According to the Smiths, these proceedings were filed solely to
hinder of delay the foreclosure and there is no reasonable
likelihood of a reorganization of this non-income generating
single piece of real estate.

The Smiths want to foreclose on the Collateral and, in the
alternative, declare that this case represents a single asset real
estate petition and require the Debtor file a Plan within 30 days
upon penalty of the stay being lifted to allow the Smiths to
foreclose at that time.

The Smiths are represented by Thomas W. McKenzie --
tmckenzie@tsslawyers.com -- at Davis, Cedillo & Mendoza, Inc.

                 About Tapatio Springs Development

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.


THORNBURG MORTGAGE: Judge Cuts Executives' Bid for Defense Costs
----------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has trimmed two
former TMST Inc. executives' bid to recover defense costs for
Patton Boggs LLP's work defending them in an adversary case,
slashing the amount they can receive from the company's insurer by
$48,000.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg listed total assets of
$24.4 billion and total debts of $24.7 billion, as of January 31,
2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TJ'S TREES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TJ's Trees & More Ltd., LLP
        P.O. Box 822933
        NRH, TX 76182-933

Bankruptcy Case No.: 11-40302

Chapter 11 Petition Date: January 12, 2011

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

Judge: D. Michael Lynn

Debtor's Counsel: Richard G. Grant, Esq.
                  RICHARD G. GRANT, PC
                  1304 John McCain Road
                  Colleyville, TX 76034
                  Tel: (214) 210-2929
                  Fax: (214) 224-0198
                  E-mail: rgrant@rgglaw.com

Estimated Assets: $50,001 to $100,000

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/txnb11-40302.pdf


UNIGENE LABORATORIES: Provides 2011 Business Outlook
----------------------------------------------------
Unigene Laboratories, Inc. provided a business outlook for 2011,
highlighting multiple opportunities within its highly focused
business units, Unigene Biotechnologies and Unigene Therapeutics,
and reiterated its commitment to executing upon its strategic
intent:

    * Increase cash runway in the near-term by prudent cash
      conservancy and incremental revenue generation;

    * As resources permit, retire debt and selectively invest in\
      advancement of existing core development programs and
      technologies; and

    * Maximize shareholder value by exploiting the full potential
      of the Company's PeptelligenceTM platform.

Ashleigh Palmer, CEO, Unigene Laboratories, Inc., stated "2010 was
a year of transition for Unigene.  We have entered 2011 with a
compelling new strategy that will enable multiple shots on goal,
and we now have a world class management team prepared to deliver
results."  Palmer continued, "We believe 2011 will be a
transformational year for the new Unigene.  Our mission remains
nothing less than for Unigene to be recognized as a peptide
powerhouse and the partner of choice for the co-development of
therapeutic peptides.  We are poised to realize multiple near-term
initiatives to extend our cash runway, establish a viable
portfolio of longer-term opportunities and strengthen our
strategic and financial position to ensure corporate success."

                  Unigene Biotechnologies Outlook

The Company is expanding and exploiting its industry-leading
Peptelligence(TM) platform of peptide oral drug delivery and
manufacturing assets, expertise and capabilities to establish a
robust high-value portfolio of partnered opportunities.  A solid
execution of the Company's planned awareness campaign and focused
business development activity should generate near-term revenue
from feasibility studies and service fees and establish a solid
foundation for potential high-value milestone payments and
royalties to ensure long-term success and maximize shareholder
value.

Unigene has already received strong validation of its recombinant
manufacturing technology by way of the Company's out-licensing of
a process to manufacture the active pharmaceutical ingredient in
Novartis' development-stage oral calcitonin product currently in
Phase 3 clinical trials for osteoarthritis and osteoporosis.

Palmer, commented, "I am convinced that Unigene has the potential
to be at the forefront of creating tailored solutions for current
and future partners.  Our goal is to become a "technology venture
capitalist."  We will invest our Peptelligence platform, which
represents a distinctive set of capabilities, know-how and
proprietary technologies, into as many therapeutic peptide
programs as possible and help our partners co-develop those
peptides through advanced clinical testing and commercialization."

                   Unigene Therapeutics Outlook

Unigene will continue to advance its own pipeline of novel,
proprietary peptide development programs focused on metabolic
disease and inflammation.  The Company also expects to report
several important milestones with its late-stage development
programs throughout 2011.

As previously reported, in 2009, Unigene licensed its late-stage
oral calcitonin formulation to Tarsa Therapeutics, a venture
financed company founded exclusively to conduct Phase 3 clinical
testing and prepare Unigene's proprietary oral calcitonin
formulation for commercialization.  Unigene owns a 25% stake in
Tarsa.  During the third quarter of 2010, Tarsa announced it had
completed patient enrollment for its multinational, randomized,
double-blind, placebo-controlled Phase 3 ORACAL trial in
postmenopausal women with osteoporosis and that an independent
Data Monitoring Committee had conducted two separate safety
reviews of patient data and recommended the trial proceed as
planned.

The Company along with Tarsa expects to announce the completion of
the Phase 3 study top-line results in the second quarter of 2011
and registration filings with the U.S. Food and Drug
Administration (FDA) and European Medicines Agency (EMA) in the
second half of 2011.

In December 2010, the Company entered into an amended and restated
exclusive worldwide license agreement with GSK to develop and
commercialize an oral formulation of a recombinantly produced
parathyroid hormone (PTH) analog for the treatment of osteoporosis
in postmenopausal women.

Under the terms of the amended and restated agreement, Unigene
will conduct the Phase 2 study and will be eligible to receive the
remaining milestone payments of up to $142M including an upfront
payment of $4M, an additional $4M milestone payment upon
completion of Phase 2 patient enrollment and further payments
based upon the achievement of regulatory and commercialization
milestones.  In addition, Unigene is eligible to receive tiered
low double-digit royalties on global sales.  Once the Phase 2
study has been completed, and based on a review of the data, GSK
may elect to assume responsibility for all future development and
commercialization of the product.

The GSK agreement provides a clear path forward for the PTH
program. Unigene is on track to initiate the Phase 2 oral PTH
study and commence patient enrollment in the first quarter of
2011.  This multicenter, double blind, randomized, repeat dose
placebo controlled study will include an open label comparator arm
and will evaluate approximately 90 postmenopausal osteoporotic
women for a period of 24 weeks.  The primary endpoint will be an
increase in bone mineral density in subjects at 24 weeks compared
to baseline.  Patient enrollment for this study is expected to be
completed in the first half of 2011 with top-line results expected
by year end.

Unigene's satiety program remains a priority and continues in
advanced pre-clinical development.  The Company is exploring
multiple partnering opportunities for its satiety analogs both for
companion animal obesity and human clinical development along with
its preclinical anti-inflammatory peptides.

Palmer continued, "Unigene's platform technologies have earned,
and are now beginning to enjoy the benefits and rewards of,
extensive clinical and partner validation.  The Company's
Peptelligence platform encapsulates medically important and
commercially relevant competitive advantages including our
superior oral drug delivery technology, our commercial scale
recombinant peptide manufacturing technology, our FDA approved API
production facility, our proprietary formulation know-how, and our
clinical development and regulatory expertise and proven track
record.   We anticipate meaningful news flow relating to our
established partners' late-stage programs during the course of
2011, which should not only further validate our Peptelligence
platform but contribute potential additional milestone payments to
the bottom line.  With our 2011 goals accomplished, we should be
in a position to begin retiring debt and strengthen our financial
position."  Palmer concluded, "Today, we reiterate our commitment
to our strategy and believe we are well positioned to deliver
results over the course of the year to ensure that 2011 is truly
transformational for Unigene."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNISYS CORP: Joseph Harrosh Discloses 6.6% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 10, 2011, Joseph L. Harrosh discloses that
he beneficially owns 2,826,112 shares of common stock of Unisys
Corporation representing 6.6302% of the shares outstanding.  As of
September 30, 2010, there were 42,624,836 shares of the Company
common stock outstanding.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet for Sept. 30, 2010, showed
$2.840 billion in total assets; total current liabilities of
$1.256 billion, long-term debt of $836.7 million, long-term
postretirement liabilities of $1.498 billion, long-term deferred
revenue of $143.5 million, and other long-term liabilities of
$139.2 million; and a stockholders' deficit of $1.0345 billion.


UNITED FOOTBALL: Faces Suit for Nonpayment of $5 Million Loan
-------------------------------------------------------------
The Associated Press reports that Mark Cuban, the owner of the
Dallas Mavericks basketball team in the National Basketball
Association, filed a lawsuit in federal court on Monday against
the United Football League claiming the league has failed to repay
$5 million he loaned it last year.  The suit says the UFL missed
the initial deadline for repayment in October and another on
December 1.

According to the AP, the suit names as defendants league
co-founder William Hambrecht and his revocable trust, which
guaranteed the loan.

Calls to the league's legal and public relations offices by The
Associated Press Thursday weren't immediately returned.

Mr. Cuban declined additional comment when contacted by the AP.

The AP notes the five-team league completed its second season in
November.


URS CORPORATION: Moody's Cuts Rating on Bank Facility to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service lowered URS Corporation's bank facility
rating to Ba1 from Baa3 to reflect the release of asset security
from the collateral package, which effectively renders the
facility as unsecured.  URS' Ba1 corporate family, Ba1 probability
of default, and SGL-1 speculative grade liquidity ratings were
affirmed and the company's ratings outlook remains positive.  This
concludes the review for possible downgrade on the bank facility
rating initiated December 9, 2010.

URS' Ba1 corporate family rating considers its strong market
position as one of the largest, fully integrated providers of
engineering, procurement and construction services to an
assortment of end markets, mainly within the United States.  While
some of these end markets are highly cyclical, about 50% of URS'
revenue is derived from the Federal Government Sector for services
such as managing, operating and maintaining various facilities and
projects, and this revenue source tends to be relatively stable.
Near term results should benefit from URS' significant backlog
level, improving economic conditions, and project execution that
has been favorable.  Key credit metrics, including Debt/ EBITDA of
2.5x and FFO/ Debt of 34% are at levels of strength for its
rating, although some of this capacity may be absorbed by future
acquisition activity.  Margin pressure could also develop, in
Moody's opinion, driven by greater levels of competition arising
through the recent downturn or performance issues related to the
industry trend towards increasing percentage of fixed-price
contracts.  Longer term, Government budget constraints could also
weigh on URS' results.

For its rating to be moved higher, Moody's needs to gain further
confidence that URS will maintain a disciplined approach to
financing any future growth initiatives, including acquisitions,
such that it could quickly restore its adjusted Debt/ EBITDA below
2.75x and Funds from Operations ("FFO")/ Debt above 30%, should
its ratios stretch beyond these boundaries.  While not currently
expected, negative rating pressure could develop in the event of
significant margin compression from project performance issues or
if URS were to pursue a large debt-financed acquisition.  Metrics
associated with downward rating action would include sustained
Debt/ EBITDA above 3.25x and FFO/ Debt below 20%.

Moody's last rating action on URS was on December 9, 2010, when
Moody's affirmed the Ba1 corporate family and probability of
default ratings, changed the ratings outlook to positive from
stable, and placed the bank facility rating under review for
possible downgrade.

The principal methodology used in this rating was Moody's Global
Construction Industry rating methodology published in November
2010.

URS Corporation, headquartered in San Francisco, California, is a
leading engineering and construction firm and a major federal
government contractor that provides a range of professional
planning, design, engineering, construction, operations and
maintenance, and decommissioning and closure services.
Consolidated revenues for the trailing twelve months to
October 1, 2010, were approximately $8.9 billion.


UTSTARCOM INC: To Change Place of Incorporation to Cayman Islands
-----------------------------------------------------------------
UTStarcom, Inc. announced a proposed reorganization to change its
place of incorporation from Delaware to the Cayman Islands.

The reorganization is expected to involve the Company's merger
with a newly formed subsidiary, as a result of which the Company
will become a wholly owned subsidiary of a Cayman Islands holding
company.  It is expected that each outstanding share of common
stock of the Company will be converted into the right to receive
one ordinary share of UTStarcom Cayman, which will be issued by
UTStarcom Cayman in connection with the merger pursuant to a
registered offering.  Following the merger, UTStarcom Cayman,
together with its subsidiaries, is expected to own and continue to
conduct UTStarcom's business in substantially the same manner as
is currently being conducted by UTStarcom and its subsidiaries.
While UTStarcom Cayman will be taxed as a United States
corporation, it is expected to qualify as a foreign private issuer
for purposes of its reporting obligations with the SEC, which the
Company expects will reduce its compliance operating costs.  The
shares of UTStarcom Cayman are expected to be listed on the NASDAQ
Stock Market.

The merger requires the affirmative vote of a majority of the
Company's outstanding common stock.  Notice of the special meeting
and a proxy statement/prospectus describing the reorganization
will be mailed to UTStarcom's stockholders of record on the record
date selected by the Board of Directors.  The record date and
special meeting are expected to occur during the first half of
2011.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company's balance sheet at Sept. 30, 2010, showed
$810.98 million in total assets, $557.68 million in total
liabilities, and stockholders' equity of $253.31 million.

                           *     *     *

In its Form 10-K, the Company noted that it has recorded operating
losses in 19 of the 20 consecutive quarters in the period ended
December 31, 2009.  At December 31, 2009, the Company had an
accumulated deficit of $1.067 billion.  While operating results
are expected to improve in 2010 compared with prior years,
management expects the Company to continue to incur losses in
2010.


VERSO PAPER: S&P Puts 'B' Rating on $360-Mil. 2nd Lien Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Memphis, Tenn.-based Verso Paper Holdings
LLC's proposed $360 million second priority senior secured notes
due 2019.  The issue rating on the notes is 'B' (the same as the
corporate credit rating).  The recovery rating is '3', which
indicates S&P's expectation for meaningful (50% to 70%) recovery
of principal in the event of payment default.  The notes are
expected to be sold pursuant to Rule 144A under the Securities Act
of 1933.

The Company intends to use net proceeds from the proposed new
second priority senior secured notes to pay the consideration for
its announced cash tender offer for its existing $337 million
9.125% second priority senior secured fixed rate notes due 2014,
to redeem any remaining second-lien notes, following the
expiration of the cash tender offer, and to pay for certain
related transaction costs and expenses.

The 'B' corporate credit rating on Verso Paper Holdings LLC
reflects Standard & Poor's Ratings Services' view of the
combination of the Company's highly leveraged financial risk
profile and weak business risk profile.  Specifically, S&P's
ratings incorporate the Company's limited product diversity,
substitution risks due to changing customer preferences for
greater electronic content, and vulnerability to fluctuations in
input costs and selling prices.  In addition, S&P expects the
Company will maintain adequate liquidity despite adjusted
leverage likely exceeding 6x throughout 2011, which S&P thinks is
attributed to its relatively good cash position and lack of
meaningful debt maturities until 2013.

Verso's core business is as a producer of coated freesheet, coated
groundwood, and uncoated supercalendered papers serving customers
in the catalog, magazine, inserts, and commercial-print markets. A
substantial proportion of its sales are to catalogs and magazines
end users, which S&P believe are susceptible to substitution risks
due to changing customer preferences for greater electronic
content.

                            Ratings List
Verso Paper Holdings LLC
Corporate credit rating                         B/Stable/--

New Rating
$360 mil 2nd priority Sr Secd. Nts due 2019     B
   Recovery rating                               3


VITRO SAB: Mexican Reorganization Faulted on Insider Vote
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that Vitro SAB had its Mexican reorganization proceedings
dismissed because the Company was relying on the use of
$1.9 billion of intercompany debt to vote in favor of the
restructuring.  A judge in Mexico said the use of intercompany
debt to obtain a creditor majority "would result completely
contrary" to the intent of Mexico's bankruptcy law, according
to a Federal Judicial Counsel statement.

Leaders among the holders of $1.2 billion in defaulted bonds are
willing to negotiate now with Vitro, Bloomberg News' Thomas Black
reported.  Bondholders claim Vitro is worth enough to pay them in
full.  Bondholders have been opposing the reorganization because
it depended on voting $1.9 billion of intercompany claims in favor
of the plan. Vitro previously said noteholders would recover as
much as 73% by exchanging existing debt for cash, new debt and
convertible bonds.

                         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.


WINDSOR LAKE: Organizational Meeting Moved to Jan. 14
-----------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on January 14, 2011, at 2:00 p.m.
in the bankruptcy case of Windsor Lake Estate, LLC.  The meeting
will be held at the United States Trustee's Office, One Newark
Center, 21st Floor, Room 2106, Newark, NJ 07102.

As reported by the Troubled Company Reporter on January 7, 2011,
the meeting was initially set for January 12, 2011, at 1:00 p.m.
The U.S. Trustee adjourned the meeting due to a pending snow
storm.

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

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

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

Sparta, New Jersey-based Windsor Lake Estates, L.L.C. -- aka
Ashdown Forest Estates, LLC; Fox Chase at Sparta, L.L.C.; and The
Estates at Fox Hollow Lake -- filed for Chapter 11 bankruptcy
protection on December 21, 2010 (Bankr. D. N.J. Case No. 10-
49341).  Richard D. Trenk, Esq., at Trenk, Dipasquale, Webster, Et
Al, serves as the Debtor's bankruptcy counsel.  According to its
schedules, the Debtor disclosed $93,116 in total assets and
$4,918,129 in total debts as of the Petition Date.


WINDSOR QUALITY: S&P Holds 'B+' Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Houston, Tex.-based Windsor Quality Food Co. Ltd.
The rating outlook is stable.

"At the same time, S&P assigned a 'BB-' issue-level rating (one
notch higher than the corporate credit rating) to Windsor Quality
Food's proposed $450 million senior secured credit facilities,"
said Standard & Poor's credit analyst Rick Joy.  The recovery
rating is '2', indicating S&P's expectation for substantial (70%
to 90%) recovery in the event of a payment default.

The Company intends to use debt proceeds to fund the acquisition
of Discovery Foods, pay fees and expenses and refinance existing
indebtedness.  Issue-level ratings are based upon preliminary
documentation and are subject to review upon final documentation.
S&P will withdraw S&P's 'B+' issue-level rating on the Company's
existing $119 million term loan upon completion of the
transaction, and repayment of this existing loan.


WN TRUCK STOP: Bankr. Court Says Plan Not Feasible
--------------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale denied confirmation of the
Modified First Amended Plan of Reorganization filed by WN Truck
Stop, LLC, on September 24, 2010, finding that the pre- and post-
petition operations and projections indicate that the Plan is not
feasible.

Judge Hale held that the Debtor's "operations alone do not support
repayment of the Debtor's obligations.  The Debtor simply could
not overcome the hard facts of the present economy."

Judge Hale also held that the proposed interest rate in the
Debtor's Plan does not provide SBL Capital Funding, LLC, with the
present value of its secured claim.

SBL is a private direct lender sometimes called a "hard money
lender" that specializes in short term real estate bridge loans to
borrowers who are unable to access conventional financing due to
creditworthiness and other high risk factors.  SBL does not make
long term conventional real estate loans.  In fact, the terms of
the loans that SBL makes are never more than 15 months in length.

The SBL Note is due and payable in full, for a total amount
outstanding on the Petition Date of $5,889,041.60, with interest
continuing to accrue postpetition at a per diem of $2,750.  As of
December 10, 2010, the total amount of accrued postpetition
interest that would be payable at the default contract rate is
$524,875.00.

The Debtor proposes a rate of interest under its Plan for SBL's
Allowed Secured Claim of 6%.  That rate, according to the Court's
ruling, does not provide SBL with the present value of its Allowed
Secured Claim as required by 11 U.S.C. Section 1129(b)(2)(A)(i).

Because the Debtor has not and cannot propose a confirmable Plan
in the case, SBL is entitled to relief from the stay as requested
in SBL's Motion to Lift Stay, which was heard concurrently with
confirmation of the Plan.

A copy of the Court's January 10, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/taTxmYfrom
Leagle.com.

                        About WN Truck Stop

Dallas, Texas-based WN Truck Stop, LLC, dba Willie's Place, filed
for Chapter 11 bankruptcy (Bakr. N.D. Tex. Case No. 10-33156) on
May 3, 2010.  Robert A. Simon, Esq., at Barlow Garsek & Simon,
LLP, in Fort Worth, Texas, represents the Debtor as counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and debts.


WORKFLOW MANAGEMENT: Unsecured Creditors Not on Board With Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Workflow Management Inc. resolved some although not all
objections when it filed a revised reorganization plan at the end
of December.

A hearing to consider approval of the disclosure statement
explaining the revised plan was scheduled for Jan. 13.

According to Mr. Rochelle, the official committee representing
unsecured creditors is against the plan.  It said it unfairly
discriminates against unsecured creditors and can't be confirmed.

Mr. Rochelle adds that Credit Suisse AG, Cayman Islands Branch, as
agent for the first lien lenders, filed an objection, saying that
not enough first-lien lenders are officially on board to assure
that the plan will command an affirmative vote of the top-tier
secured class.  Credit Suisse explained how holders of 36% of the
first-lien debt recently reached an agreement in principle on the
basic economic terms of the revised plan.  Still, the minority
hadn't agreed on all details of the plan, including issues about
post-emergence interest.  The agent says that the minority, if
they all vote against the plan, could require Workflow to use the
so-called cramdown process for confirmation.

The Pension Benefit Guaranty Corp., according to Mr. Rochelle,
also objected to the Disclosure Statement, saying it didn't tell
creditors about the PBGC's $55.5 million claim. Workflow listed a
$32 million claim for termination of the existing pension plans.

                         The Revised Plan

Michael Bathon at Bloomberg News reported that at the end of 2010,
Workflow Management 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.

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.

                      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.


W.R. GRACE: Court Conditionally Approves CNA Settlement
-------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald has provisionally endorsed the
settlement between W.R. Grace & Co. and CNA Financial Corp. and
its affiliates during the Jan. 10 omnibus hearing, according to
Peg Brickley of The Wall Street Journal.

Judge Fitzgerald gave her approval of the settlement, which puts a
stop to decades of litigation between the parties over a series of
insurance policies, after Grace agreed to adjust the pact to
reflect that it will not conflict with the Plan of Reorganization
currently pending in its bankruptcy case, the report said.

"I think that the settlement is in the best interests of the
parties and this estate," Judge Fitzgerald said at the Jan. 10
hearing, the Journal noted.

The settlement, before being presented in court for approval, met
opposition from BNSF Railway Company and a group of claimants
asserting claims arising from asbestos-related personal injury
caused by Grace's former vermiculite mining operations in Libby,
Montana.

BNSF complained that the settlement improperly eliminates its
rights as a Named Insured to policy proceeds to which the Debtors
and their estates have no rights.  BNSF also complained that the
settlement seeks to extend the channeling injunction to the CNA
Companies without meeting the requirements of Section 524(g) of
the Bankruptcy Code.  Moreover, BNSF noted that rights of
contribution and apportionment of fault among co-defendants
accorded by state law are threatened by the settlement.  BNSF
asserted that the settlement improperly eliminates its rights
under the vendor endorsements contained in the Grace insurance
policies.

The Debtors, in response, argued that several of BNSF's objections
address issues that the Debtors worked hard to resolve with BNSF
during the confirmation process, and those resolutions, according
to the Debtors, are embodied in Plan modifications already filed
with the Court.  The rest of BNSF's objections raise phantom
issues that simply do not exist under the language of the
settlement or applicable state law, the Debtors told the Court.

The Libby Claimants complained that the settlement purports to
take away from them insurance coverage in which they have vested
rights under non-bankruptcy law and as to which they do not
compete with any other creditors of the Debtors' estate.  The
Libby Claimants also asserted that any order approving the
settlement must repair the deliberate ambiguity in the terms of
the Section 524(g) injunction that the CNA Companies are entitled
to receive under the settlement.

The Debtors countered that the Libby Claimants' objection confuses
two wholly distinct matters: (1) Plan confirmation and (2) the
approval of the insurance settlement with the CNA Companies as
reasonable.  The Debtors told the Court that the confirmability of
the Plan and satisfaction of Section 524(g) have been more than
thoroughly briefed and presented to the Court, and the record is
closed.  The Debtors warned the Court not to be distracted by the
Libby Claimants' belated attempt to use a settlement approval
motion to re-argue positions that the Section 524(g) injunction is
improper for settling insurers.

The Debtors and the CNA Companies maintained that the settlement
should be approved because it is a fair and reasonable compromise,
reached after extensive negotiations well over a year between the
parties, with active participation of the Court-appointed future
claims representative and the Official Committee of Asbestos-
related Personal Injury Claimants.

David T. Austern, the Court-appointed legal representative for
future asbestos personal injury claimants, and the PI Committee
joined in and supported the Debtors' request for approval of the
settlement.

Judge Fitzgerald, according to the Journal, said Grace is entitled
to settle with its insurers.  However, the judge noted, nothing in
the Chapter 11 plan will shield companies that are not linked
directly to Grace from liability, the Journal related.

Prior to filing their objection, the Debtors and the CNA Companies
sought and obtained separate orders from the Court granting them
leave to file replies and exceed the page limit for replies in
order to adequately respond to the 53-page objection of the Libby
Claimants and BNSF.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Amend 2010 L/C Facility Agreement
---------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to amend their 2010 postpetition letter of
credit facility to extend the facility's stated termination date
from March 1, 2011, to March 1, 2012.

The Court, in February last year, authorized the Debtors to enter
into the Facility Agreement, which provides for a letter of credit
facility in the amount of $100 million.  The L/C Facility,
according to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, enables the Debtors to provide letters of credit to
counterparties on an as-needed basis during the ordinary course of
their business operations.  The Debtors intend to maintain the L/C
Facility until they emerge from Chapter 11, Mr. Paul says.

The Debtors say they do not anticipate emerging from their Chapter
11 cases and entering into exit financing prior to March 1, 2011.
They have, therefore, negotiated and agreed upon with Bank of
America, N.A., an extension of the Stated Termination Date
until March 1, 2012.  The L/C Facility Amendment contemplates
the Debtors paying an amendment fee of $250,000, which the Debtors
believe is a fair and reasonable fee under the circumstances of
their Chapter 11 cases, for extending the L/C Facility's term for
another year.

The L/C Facility Amendment also gives the Debtors the option to
increase at any time prior to the Stated Termination Date the
total facility from $100 million to $120 million in exchange for a
total facility increase fee of 25 basis points times the entire
$20 million increase.  The option to increase the Total Facility
will allow the Debtors greater flexibility in managing their
business operations as efficiently and effectively as possible,
says Mr. Paul.  The collateral arrangements of the Facility
Agreement will cover any increase in the Total Facility.  All
other terms and conditions of the Facility Agreement remain
unchanged, including but not limited to the secured financing
arrangements.

However, the Agent and the L/C Issuers will extend the Stated
Termination Date and grant the Debtors an option to increase the
Total Facility from $100 million to $120 million only if the cash
collateral security arrangements documented in the L/C Facility
Order and the Facility Agreement continue to secure obligations
under the Total Facility, and the Debtors pay the Amendment Fee
and, if applicable, the Total Facility Increase Fee.

The Debtors assure the Court that they have negotiated the L/C
Facility Amendment with the Agent at arm's-length and in good
faith.  Entering into the L/C Facility Amendment is in the best
interest of the Debtors' estates, because the Debtors need a
letter of credit facility to conduct their daily business
operations efficiently and effectively, Mr. Paul asserts.  There
are no commercially practical alternatives to having an L/C
Facility, and were the Debtors to allow the L/C Facility to expire
without it being renewed or replaced, their business operations
could face considerable -- and entirely unnecessary -- disruption,
he adds.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes to Extend ART Credit Agreement
---------------------------------------------------
W.R. Grace & Co. and its debtor affiliates seek the Bankruptcy
Court's authority to amend the credit agreement between W.R. Grace
& Co.-Conn. and Advanced Refining Technologies LLC to further
extend the agreement's termination date to February 28, 2012.

Since 2001, Grace and Chevron Products Company, a division of
Chevron U.S.A. Inc., have held ART as a joint venture, with each
party holding a 50% equity interest in the venture.

Grace and Chevron Capital Corporation, an affiliate of Chevron
USA, have entered into separate, substantially identical credit
agreements with ART under which they each provide ART with a
separate $15 million revolving line of credit.  The Grace ART
Credit Agreement expires on February 28, 2011.

The ART Credit Agreements provide financing to ART for working
capital requirements so that excess cash from ART's business
operations can be used to pay dividends to Grace and Chevron and
to fund ART growth without that cash having to be tied up to fund
periodic working capital "spikes."  In 2011 and thereafter, ART
expects to continue experiencing those spikes in working capital
requirements, and it therefore will continue to require the
existing lines of credit, particularly if excess cash has been
either distributed in dividends or used to further invest in the
ART joint venture.  For these reasons, Grace and Chevron Capital
have determined that they should extend the ART Credit Agreements'
expiration dates to February 28, 2012.

In view of the nature of ART's business operations and working
capital requirements, Grace and Chevron Capital have concluded
that it is more cost-effective to continue the existing lines of
credit than it would be for ART to hold excess cash in order to
meet fluctuations in working capital requirements if and when they
occur.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Nod of Swiss Reinsurance Settlement
----------------------------------------------------
W.R. Grace & Co. and its debtor affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware of a
settlement agreement and mutual release they entered into with
Swiss Reinsurance Company Limited and European Reinsurance Company
of Zurich Limited, formerly known as European General Reinsurance
Company of Zurich Limited.

Swiss Re issued six policies of excess liability insurance that
provide, or are alleged to provide, insurance coverage to Grace.
The Subject Policies provide coverage of $11 million in the
aggregate for products or completed operations.

Grace has incurred and may incur in the future certain
liabilities, expenses and losses arising out of asbestos-related
claims, for which Grace seeks coverage under the Subject Policies.
Disputes have arisen between Grace and Swiss Re regarding their
rights and obligations under the Subject Policies with respect to
coverage for asbestos-related claims.

To resolve the disputes, the Debtors and Swiss Re entered into the
Agreement.  According to the Debtors, the Agreement confers these
benefits to their estates:

  (a) The payment of Swiss Re to the Asbestos Personal Injury
      Trust of $6,750,000 within 30 days of the "trigger date"
      as defined in the Agreement.

  (b) The payment of the amount by Swiss Re without the need for
      litigation to enforce the assignment by Grace to the Trust
      of rights under the Subject Policies.

  (c) A compromise of defenses that Swiss Re might have with
      respect to coverage for any individual Asbestos PI Claim.

The Agreement also includes a complete, mutual release of all
claims under the Subject Policies and is structured as a sale of
property pursuant to Section 363 of the Bankruptcy Code.

The Agreement provides that if the Debtors' Plan of Reorganization
is confirmed, the Trust, at its own expense, will enforce the
Asbestos PI Channeling Injunction with respect to Asbestos PI
Claims subject to the Asbestos PI Channeling Injunction that are
asserted against Swiss Re under the Subject Policies, provided
that the Trust's obligation in this respect is limited to
expending a sum not to exceed the amount received by the Trust in
settlement.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


ZURICH ASSOCIATES: Brooklyn Property in Chapter 11
--------------------------------------------------
Floral Park, New York-based Zurich Associates, Ltd., filed for
Chapter 11 protection on Jan. 10, 2011 (Bankr. E.D.N.Y. Case No.
11-40145), disclosing $5,455,574 in assets and $10,487,021 in
debts.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Zurich Associates is the owner of 17 parcels of real
property mostly in Brooklyn, New York.  Zurich has secured debt
totaling $5.7 million owed to several lenders.

Harvey J. Cavayero, Esq., in Westbury, New York, represents the
Debtor.


* Healthcare Costs "Will Bankrupt" New Jersey, Governor Says
------------------------------------------------------------
Bloomberg News reports that the New Jersey Economic Development
Authority slashed its tax-exempt school-related bond offering by
more than half to $712.3 million about 20 minutes after New Jersey
Gov. Chris Christie told a town-hall meeting in Paramus, on
Tuesday that health care costs "will bankrupt" the state.

Bloomberg says the authority also cut its taxable offering 51% to
$119.9 million, with four-year bonds priced to yield 125 basis
points, or 1.25% points, above a U.S. Treasury due in December
2015.  The issue included $211.3 million in floating-rate notes.

According to Bloomberg, Gov. Christie said health care spending
"will bankrupt" the state unless it requires workers to pay more
for medical coverage.  Mr. Christie, 48, a first-term Republican,
also said the state will spend $4.3 billion on health insurance
this year, and that cost will rise 40% within four years.

"It doesn't help to try and sell a $1 billion deal on the same day
the governor is talking about the state going bankrupt due to
health care costs," said Mike Pietronico, who oversees $360
million as chief executive officer of Miller Tabak Asset
Management in New York, according to Bloomberg.

"Mr. Christie made a rookie mistake," Mr. Pietronico said. "The
market is very sensitive to the word `bankrupt.'"


* PIMCO's Gross Expects Municipal Bankruptcies to Decrease
----------------------------------------------------------
Darrell Preston and Margaret Brennan at Bloomberg News, report
that Bill Gross, who manages the world's biggest bond fund at
Pacific Investment Management Co., clashed with Meredith Whitney,
the banking analyst, when he said he doubted there would be many
local-government bankruptcies.  "Ultimately, municipal
bankruptcies will be at a lower level," Mr. Gross said January 12
on Bloomberg Television's "InBusiness" program.  "I don't
subscribe to the theory that there will be lots of them."

According to the report, Ms. Whitney, who correctly predicted
Citigroup Inc.'s dividend cut in 2008, said on CNBC on January 12
that she expected accelerated "outflows" from the municipal-bond
market as state finances deteriorate in the next six months.  Last
month she forecast 50 to 100 "significant" municipal-bond defaults
this year totaling "hundreds of billions" of dollars.

Bloomberg adds that JPMorgan Chase & Co. Chief Executive Officer
Jamie Dimon, speaking Jan. 11 at his company's annual health-care
conference in San Francisco, also said he expects more U.S.
municipalities to declare bankruptcy and urged caution when
investing in the public-debt market.  "There have been six or
seven municipal bankruptcies already," Mr. Dimon said.
"Unfortunately you will see more."

Bloomberg News notes that cities including Detroit and Harrisburg,
Pennsylvania, have raised the prospect of bankruptcy. Still, the
number of filings has declined.  Six entities sought Chapter 9
protection under the bankruptcy code 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.


* Wilbur Ross's IAC Acquires Indian Auto-Interior Parts Biz.
------------------------------------------------------------
Mark Clothier at Bloomberg News reports that International
Automotive Components Group, the auto-parts maker owned by
billionaire Wilbur Ross, acquired the automotive assets of
Multivac India Private Ltd., a supplier of interior parts, to add
the largest automaker in India as a customer.  Terms weren't
disclosed.

Bloomberg relates that IAC, which runs its North American and
Asian operations from Dearborn, Michigan, took over assets of
12 insolvent suppliers in 2009, adding more than $100 million in
sales.  IAC said 2009 sales were about $3.2 billion.


* Brown Rudnick Among Law360's Bankruptcy Group of the Year
-----------------------------------------------------------
A landmark ruling in favor of tort claimants finding that Pfizer
Inc. engineered subsidiary Quigley Co. Inc.'s bankruptcy to limit
asbestos liability and a $450 million settlement for unsecured
creditors in the LyondellBasell Industries NV case are among the
victories that have earned Brown Rudnick LLP a spot among Law360's
Bankruptcy Groups of 2010.


* Venable LLP Elects Brent W. Procida, Esq., as New Partner
-----------------------------------------------------------
Venable LLP announced that Brent W. Procida, Esq., has been
elected partner.  Mr. Procida is a member of Venable's Bankruptcy
and Creditors' Rights practice group in its Baltimore office,
focusing on bankruptcy, creditors' rights, and general litigation.
Mr. Procida represents secured lenders, servicers, businesses and
individuals in a wide variety of litigation at all levels of state
and federal court.  Mr. Procida's practice has focused on complex
workouts and litigation on behalf of securitized mortgage trusts.
Mr. Procida's diverse background practicing in both New York and
Maryland allows him to draw on a wide range of experience in
seeking to address the needs of each client.  Mr. Procida is a
frequent volunteer with the Maryland Volunteer Lawyers Service. He
received his J.D. from Hofstra University School of Law in 1995,
and his B.A. in Economics from the University of Notre Dame in
1992.

An American Lawyer top 100 law firm, Venable LLP has attorneys
practicing in all areas of corporate and business law, complex
litigation, intellectual property and government affairs. Venable
serves corporate, institutional, governmental, nonprofit and
individual clients throughout the U.S. and around the world from
its headquarters in Washington, D.C. and offices in California,
Maryland, New York and Virginia.


* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers
---------------------------------------------------------------
Author: Kenneth M. Davidson
Publisher: Beard Books
Hardcover: 427 pages
Listprice: $34.95
Review by Henry Berry

Megamergers are nothing new to the business world. One of the
first occurred in 1901, when Carnegie Steel merged with several
rival steel corporations, resulting in the billion-dollar United
States Steel. Since then, megamergers have been a part of American
business.  However, the author notes that megamergers have
historically "occurred sporadically and been understandable" on
face value.  By contrast, in recent decades there has been a
"current wave of large mergers [that] is unprecedented."

In Megamergers - Corporate America's Billion-Dollar Takeovers,
Davidson looks at the unprecedented number of megamergers
occurring today and considers whether this signals a change in
the thinking of U.S. business leaders.  Legislators, corporate
executives, mergers specialists, and anyone else involved in,
or affected by, megamergers will find this book enlightening.
An announcement of a merger is usually accompanied with the
pronouncements that it will result in greater synergies,
operational efficiencies, and improved servicing of markets.
Mr. Davidson questions whether this has, in fact, been the case.
He analyzes the subsequent financial performance of the corporate
behemoths produced by these megamergers and concludes that the
majority of them were not justifiable nor, ultimately, productive.
Mr. Davidson is an admitted skeptic about the value of mergers to
the overall economy and to employees, stockholders, and consumers.
He is critical of the overly optimistic rationales prevalent in
today's business climate that lead many businesspersons into
mergers.  For the most part, though, he keeps his biases in check.
He rejects many of the common criticisms of mergers.  For example,
he finds unpersuasive the argument that mergers should be rejected
on the ground that they undermine market competitiveness.  Nor,
does he say, is it worthwhile to revisit the ongoing debate over
whether "'risk arbitrageurs are good guys or bad guys."

The author states that his "first intention [is] to paint a
picture of what is happening [to] clarify the issues involved and
areas of dispute."  He offers a balanced examination of the
megamerger phenomenon, particularly as it pertains to the energy
and financial services industries.  He goes beyond seeing
megamergers only as phenomena of contemporary corporate culture,
and his analyses go beyond mere statistics.  Megamergers have
their roots not only in business ambitions and current trends, but
also in human nature.  Recognizing this, the author also addresses
the psychology underlying megamergers.  As noted in the section
"The Acquisition Imperative," mergers present a temptation to the
decision-making executives of successful companies "look[ing]
beyond their product and consider[ing] the disposal of excess
profits."  Mr. Davidson explains why a merger appears to many
executives to be a better option than distributing profits to
shareholders, starting new businesses, or investing in securities.
The informed perspective Mr. Davidson offers in this book, first
published in 2003, is just as relevant today.  It is a book that
brings new wisdom to old ways of thinking about megamergers.

An attorney for the U. S. Federal Trade Commission for 25 years,
Kenneth M. Davidson has also been a corporate attorney and a
visiting law professor.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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