TCR_Public/110124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 24, 2011, Vol. 15, No. 23

                            Headlines

2500 WASHINGTON: Case Summary & 6 Largest Unsecured Creditors
ABC LEARNING: Court Denies RCS Bid Against Ch. 15 Protection
AMERICAN COMMERCE: Posts $120,430 Net Loss in November 30 Quarter
AMERICAN HOME: Indemnification Pact Creates Bankr. Jurisdiction
AMERICAN NATURAL: Goodman & Company Holds 9.76% Equity Stake

AMR CORP: Reports Fourth Quarter Net Loss of $97 Million
AMR CORP: Offering $657-Mil. of Pass Through Certificates
AMR CORP: Files Corrected Consent of Ernst & Young
ARVINMERITOR INC: Board OKs Issuance of 4.9MM Shares Under LTIP
AURASOUND INC: Amends Form 10 for September 30 Quarter

AURA SYSTEMS: Posts $2.25 Million Net Loss in November 30 Quarter
AVANTAIR INC: Hound Partners Discloses 13.62% Equity Stake
AVANTAIR INC: 2-Mil. Shares Added for Long-Term Incentive Plan
BALL FOUR: Files Reorganization Plan & Disclosure Statement
BANK OF ASHEVILLE: Closed; First Bank Assumes All Deposits

BEDMINSTER MEDICAL: Files for Chapter 11 After Receiver Appointed
BEST ENERGY: Special Advance Amount of PNC Loan Hiked to $1.8MM
BION ENVIRONMENTAL: Starts Waste Flow at Manheim Facility
BLB MANAGEMENT: Moody's Gives 'B2' Corporate on High Leverage
BLOCKBUSTER INC: Bankr. Ct. Denies Video Renters' Class Claim

BLYN II: Crimson Yachts Suit Transferred to S.D. Tex. Court
BOSQUE POWER: Has Access to Cash Collateral Until March 31
BUCKTOWN STATION: Voluntary Chapter 11 Case Summary
CABI NEW RIVER: Has Until January 26 to File Schedules
CABI SMA TOWER: Has Until January 26 to File Schedules

CAPRI I LLC: Court to Hear Case Dismissal Plea Wednesday
CAPITOL BANCORP: Common Stock to Trade on OTCQB
CARGO TRANSPORTATION: Files List of 20 Largest Unsecured Creditors
CARGO TRANSPORTATION: Taps Stichter Riedel as Bankruptcy Counsel
CATALYST HOLDING: Moody Assigns 'B2' CFR on High Debt Leverage

CB HOLDING: Villa Raises Bid for Charlie Brown's The Office
CB HOLDING: Aims to Keep Bankruptcy Control as Sales Continue
CHAMPION ENTERPRISES: Wants Plan Exclusivity Until June 7
CINCINNATI BELL: Wells Fargo Has 6.61% Equity Stake
CLIFFBREAKERS RIVERSIDE: Emerges from Chapter 11 Protection

CLOVERLEAF ENT: To Auction Rosecroft Raceway on January 28
COMMUNITYSOUTH BANK: Closed; CertusBank Assumes All Deposits
CONNECTOR 2000: Set for Plan Confirmation Hearing
CORBIN PARK: Mortgage Debt Has Priority of Mechanic's Liens
CRS MANAGEMENT: Completes Reorganization of Biz, Wants Case Closed

DAIS ANALYTIC: David Longacre Has Option to Buy 100,000 Shares
DAMON PURSELL: Seeks Nod to Further Use Cash Collateral
DEBUT BROADCASTING: Renews Employment Pacts with 3 Executives
DILLARD INC: Fitch to Keep 'BB-' After REIT Formation
EAT PIZZA: Case Summary & 16 Largest Unsecured Creditors

EDUCATION MANAGEMENT: Moody's Puts 'B1' Rating on $759MM Loan
EMPIRE ONE: Authorized to Sell Business to Media 3
EMPIRE TODAY: S&P Assigns Preliminary 'B' Corporate Credit Rating
ENCOMPASS DIGITAL: S&P Assigns Preliminary 'B' Corporate Rating
ENTERPRISE BANKING: Closed; FDIC Creates DINB for Depositors

EXTERRA ENERGY: Incurs $726,800 Net Loss in November Quarter
FAIRPOINT COMMUNICATIONS: Verizon Appealing Plan Approval
FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 29% Off
FANNIE MAE: Gov't to Delay Recommendations Report
FKF MADISON: Developer Seeks to Hand Over Park to Trustee

FLORIDA EAST: S&P Lowers Rating on Upsized $475MM Notes to 'B'
FREDDIE MAC: Gov't to Delay Recommendations Report
FRITZ BLAU: Blames Recession for Chapter 11 Bankruptcy Filing
GENERAL GROWTH: Seeks Disallowance of Eurohypo's $85-Mil. Claim
GENERAL GROWTH: Objects to NY Comptroller's $12MM Cure Claim

GENERAL GROWTH: Brookfield Buys Fairholme's GGP Stake for $1.7BB
GENERAL MOTORS: Treasury Optimistic on Rise of New GM Stock
GENERAL MOTORS: Antonov Return as SAAB Shareholder Okayed
GENERAL MOTORS: Hopes to Achieve Profitability in Europe
GENERAL MOTORS: New GM Delivers $2-Bil. in Stock to Pension Plan

GOLDEN ELEPHANT: Posts $1.2 Million Net Loss in March 31 Quarter
GRAHAM PACKAGING: Entities Swap LP Units with Common Stock
GREAT ATLANTIC & PACIFIC: Wins OK for Kirkland as Bankr. Counsel
GREAT ATLANTIC & PACIFIC: Wins OK for Huron as Fin'l Advisor
GREAT ATLANTIC & PACIFIC: Wins OK for Lazard as Investment Banker

GREAT ATLANTIC & PACIFIC: Gourmet Business GM Leaves Post
GREYSTONE LOGISTICS: Incurs $428,693 Net Loss in Nov. 30 Qtr.
GUITAR CENTER: Bank Debt Trades at 5% Off in Secondary Market
HARRY & DAVID: Weak Liquidity Position Cues S&P's 'CC' Rating
HERCULES OFFSHORE: Bank Debt Trades at 3% Off in Secondary Market

HIGHLANDS OF LOS GATOS: Disclosure Statement Hearing on Feb. 18
HILEX POLY: S&P Assigns 'B' Corporate Rating, Outlook Negative
HURRICANE TECH: Court Grants Pay to Former Restructuring Advisor
IMEDICOR INC: Issues 28 Shares of Preferred Stock to Sonoran
INN OF THE MOUNTAIN: Extends Exchange Offer for Defaulted Notes

INSIGHT HEALTH: Noteholders Query Plan Votes, Stock Terms
INTELSAT SA: Jackson Unit Enters Into $3.75-Bil. Credit Facility
INTERTAPE POLYMER: Wells Fargo Discloses 19.94% Equity Stake
JACOBS FINANCIAL: Incurs $379,000 Net Loss in November Quarter
JEFFERSON COUNTY: Sewer Receiver Proposes New Agency for System

KLEEN AIR: Wins Approval to Use Cash Collateral
KURRANT MOBILE: Reports $2.76 Million Net Loss in Nov. 30 Qtr.
LAX ROYAL: Office Building Valued at $16 Million
LEVEL 3 COMMUNICATIONS: Regains Compliance with Nasdaq Bid Price
LNI CUSTOM: Case Summary & 20 Largest Unsecured Creditors

LODGENET INTERACTIVE: Responds to Craig-Hallum Report
LOVELL PLACE: PNC Bank Agrees to Buy All Assets for $5 Million
M & K FARMS: Voluntary Chapter 11 Case Summary
MALONE REAL ESTATE: Case Summary & 12 Largest Unsecured Creditors
MALONEY'S INC: Case Summary & 4 Largest Unsecured Creditors

MARKETING WORLDWIDE: Recurring Losses Prompt Going Concern Doubt
MBS MANAGEMENT: Homeland's Bid to End Katrina Coverage Suit Junked
MCDONAGH CHRYSLER: New Jersey Auto Dealer in Chapter 11
MEDFORD CROSSINGS: Court Rejects Plan, Says Releases Impermissible
MENNO LTD: Case Summary & 19 Largest Unsecured Creditors

METRO-GOLDWYN-MAYER: Debt Trades at 56% Off in Secondary Market
MIDTOWN DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
MIDWEST OIL: Case Summary & 8 Largest Unsecured Creditors
MORTGAGE LENDERS: DOJ Asks Court to Reject Bid to Trash Loan Docs.
NATIONAL MENTOR: Moody's Assigns 'Caa2' on Proposed $275MM Notes

NEWPAGE CORP: Extends Termination of Revolving Agreement to 2012
NEWPAGE CORP: J. Markby and R. Wechsler Elected as Board Members
NEXSTAR BROADCASTING: Commences Exchange Offer to 8.875% Notes
NOVADEL PHARMA: Plans to Issue 50 Million Shares Plus Warrants
OXIGENE INC: Enters Into Warrant Exchange Agreements

PALM HARBOR: Committee Wins OK for Pachulski Stang as Counsel
PARK HYATT: $186.5-Mil. Loan on Resort Extended for 5 Years
PARMALAT S.P.A.: Second Circuit Revives Suits vs. Grant Thornton
PARMALAT S.P.A.: Prosecutor Seeks EUR120MM from Citigroup, et al.
PARMALAT S.P.A.: Settles Issues vs. GE Capital for EUR7.3MM

PEARL COS: Creditors Dump Rival Reorganization Plan
PETROFLOW ENERGY: Agrees to Terminate Farmout Deal With Equal
PH CENTER: Case Summary & 20 Largest Unsecured Creditors
PHIBRO ANIMAL: Moody's Affirms 'B3' Rating on $300 Million Notes
PHIBRO ANIMAL: Declining Covenant Cushions Cues S&P's B- Rating

PHILADELPHIA RITTENHOUSE: Section 341 Meeting Set for February 16
PRM SMITH: Voluntary Chapter 11 Case Summary
PROWEST MEDIA: Court Confirms Colt Studio Chapter 11 Plan
QUANTUM CORP: Linda Breard Owns 191,561 Shares of Common Stock
QUEPASA CORP: Amends Prospectus for 1.9MM Shares Offering

REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
REGAL ENTERTAINMENT: Approves $2.61MM Annual Bonus to Officers
RIOCAN REAL: S&P Assigns 'BB+' on C$225MM Unsecured Debentures
RITE AID: Bank Debt Trades at 5% Off in Secondary Market
ROCK & REPUBLIC: Wins Approval of $2.3-Mil. Break-Up Fee

RW LOUISVILLE: Gets Final OK to Use Wells Fargo's Cash Collateral
SEMGROUP LP: CVR Asserts Claims vs. Goldman Unit
SEXY HAIR: Creditors Urge Judge to Slow Pace of Restructuring
SMART & FINAL: S&P Affirms 'B-' Corporate Rating, Outlook Stable
SMURFIT-STONE: To Be Acquired by RockTenn for $3.5 Billion

SOLOMON DWEK: Trustee Gets $170,000 Judgment v. Sutton, et al.
SOUTH EDGE: Asks Court to Dismiss Involuntary Chapter 11 Case
SPEEDWAY MOTORSPORTS: Moody's Puts 'Ba2' Rating on Proposed Notes
SPRING ER: Voluntary Chapter 11 Case Summary
SUMMIT BRANTLEY: Payments to Former Employees Delayed

SUMMIT ENTERTAINMENT: S&P Places 'B' on $800MM Credit Facility
TAYLOR & BISHOP: Bridgeview Wants Bankruptcy Case Dismissed
TAYLOR BEAN: Plan Confirmation Hearing Now Set for March 4
TAYLOR BEAN: Ex-Chairman Chases Docs from Troutman Sanders
TETRAGENEX PHARMACEUTICALS: Prepackaged Plan Declared Effective

TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
TURKPOWER CORP: Posts $468,600 Net Loss in November 30 Quarter
TURNBERRY/CENTRA: Feb. 1 Auction for Town Square Las Vegas
UNITED CONTINENTAL: To Webcast Q4 and 2010 Results on Wednesday
UNITED WESTERN BANK: Closed; First-Citizens Bank Assumes Deposits

UNIVERSAL BIOENERGY: Incurs $541,300 Net Loss in Sept. 30 Qtr.
VANGUARD HEALTH: Moody's Assigns B3 on Proposed Unsecured Notes
VILLAGE LIGHT: Case Summary & Largest Unsecured Creditor
VITESSE SEMICONDUCTOR: Prepays $8 Million to Whitebox VSC
WASHINGTON MUTUAL: Judge Limits Issues in Plan Retrial

WASHINGTON MUTUAL: To File Revised Plan by End of Month
WENDY'S/ARBY's: Moody's Affirms 'B3' Rating on $565 Million Notes
WHITTENBURG PROPERTIES: Case Summary & Creditors List
WL HOMES: Judge Denies Proposed Arbitration Program
YUCCA GROUP: Court Grants PEI Asset Relief From Automatic Stay

* Regulators Shut 4 Banks Friday; Year's Failures Now 7
* Creditors Face New FDIC Claims Resolution Rules

* California Hotel Foreclosures Rose in Fourth Quarter
* S&P: European Gaming Co. Becomes 1st Corp. Default in 2011

* Study Debunks Hype Around Municipal Defaults, Bankruptcies
* Republicans Push for State Bankruptcy Law
* Gov. Says Massachusetts 'Doesn't Need' State Bankruptcy

* George Paine to Retire From Nashville Bankruptcy Bench
* Weil Gotshal Earns Spot in Law360's Bankruptcy Group Of The Year

* BOND PRICING -- For the Week From Jan. 17 to 21, 2011

                            *********

2500 WASHINGTON: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 2500 Washington, LLC
        2500 Washington Ave.
        Las Vegas, NV 89106

Bankruptcy Case No.: 11-10746

Chapter 11 Petition Date: January 19, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Randy M. Creighton, Esq.
                  BLACK & LOBELLO
                  10777 W. Twain Ave., 3rd Floor
                  Las Vegas, NV 89135
                  Tel: (702) 869-8801
                  Fax: (702) 869-2669
                  E-mail: rcreighton@blacklobellolaw.com

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

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-10746.pdf

The petition was signed by Michael Mahban, manager.


ABC LEARNING: Court Denies RCS Bid Against Ch. 15 Protection
------------------------------------------------------------
Bankruptcy Law360 reports that RCS Capital Development LLC has
failed to persuade a bankruptcy court to reconsider its decision
to protect the assets of Australian child care provider ABC
Developmental Learning Centres Ltd.

RCS Capital, the holder of a $47 million jury verdict against ABC
Learning, had objected to the Chapter 15 petition, saying the
proceedings in Australia aren't sufficiently controlled by a court
to qualify for U.S. protection.

                        About ABC Learning

Based in Australia, ABC Learning Centers Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  The Company's
subsidiaries include A.B.C. Developmental Learning Centers Pty
Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier
Early Learning Centers Pty Ltd., A.B.C. Developmental Learning
Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings
(NZ) Limited and Child Care Centers Australia Ltd.  On January 26,
2007, it acquired La Petite Holdings Inc.  On February 2, 2007, it
acquired Forward Steps Holdings Ltd. On March 23, 2007, it
acquired Children's Gardens LLP.  In September 2007, the Company
purchased the Nursery division (Leapfrog Nurseries) from Nord
Anglia Education PLC.  In June 2008, the Company completed the
sale of a 60% stake in its United States business to Morgan
Stanley Private Equity.

In November 2008, ABC Learning Centers Limited appointed Peter
Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.
Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.

The Company filed its Chapter 15 petition in Wilmington Delaware,
(Bankr. D. Del. Case No. 10-11711) on May 26, 2010.  Joel A.
Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the
Debtor in the Chapter 15 case.  ABC estimated debts and assets of
US$100 million to US$500 million.

An affiliate, A.B.C. USA Holdings Pty Ltd., filed a separate
Chapter 15 petition, also listing assets and debts of at least
US$100 million.


AMERICAN COMMERCE: Posts $120,430 Net Loss in November 30 Quarter
-----------------------------------------------------------------
American Commerce Solutions, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $120,430 on $480,511 of revenue
for the three months ended November 30, 2010, compared with a net
loss of $112,303 on $644,256 of revenue for the same period the
year before.

The Company's balance sheet at November 30, 2010, showed
$5.06 million in total assets, $4.52 million in total liabilities,
and stockholders' equity of $538,767.

The Company has defaulted on a total of $1,084,261 of notes
payable.  The amount of principal payments in arrears was
$699,722, with an additional amount of $384,539 of interest due at
November 30, 2010.  These defaults are the result of a failure to
pay in accordance with the terms agreed.

As reported in the Troubled Company Reporter on June 4, 2010,
Peter Messineo, CPA, of Palm Harbor, Florida, expressed
substantial doubt about American Commerce's ability to continue as
a going concern, following the Company's results for the fiscal
year ended February 28, 2010.  The independent auditor noted that
the Company has incurred recurring losses from continuing
operations, has negative working capital and has used significant
cash in support of its operating activities.

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

               http://researcharchives.com/t/s?7258

                     About American Commerce

Bartow, Fla.-based American Commerce Solutions, Inc., is primarily
a holding company with two wholly owned subsidiaries;
International Machine and Welding, Inc., is engaged in the
machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment; Chariot
Manufacturing Company, which was acquired on October 11, 2003,
from a related party, manufactures motorcycle trailers with
fiberglass bodies and other fiberglass parts by contract with
affiliate owned, Tampa Fiberglass, Inc.  Effective June 1, 2009,
Chariot was sold and is classified as a discontinued operation.



AMERICAN HOME: Indemnification Pact Creates Bankr. Jurisdiction
---------------------------------------------------------------
Under the "close nexus" test, WestLaw reports, a removed state-
court action brought by the purchaser of residential mortgage-
backed securities against sellers that had removed the action
based on the Chapter 11 case of a non-party, namely, an entity
against which the sellers had claims for indemnification arising
from claims made in the instant lawsuit for the repurchase of
mortgage loans underlying one of the RMBS offerings at issue here,
was "related to" the non-party debtor's bankruptcy case.
Accordingly, there was federal jurisdiction over the action, and
its removal was proper.  Under the seller's indemnification
agreement with the debtor, the debtor was, at a minimum, bound to
indemnify the seller for its costs incurred in defending the
instant lawsuit.  Therefore, this action would necessarily affect
the interpretation, implementation, consummation, execution, or
administration of the debtor's confirmed plan.  Even though the
effective date of the plan had passed, the plan trustee retained
responsibility for administering the indemnification claim.
Stichting Pensioenfonds ABP v. Countrywide Financial Corp., ---
B.R. ----, 2010 WL 5559973 (C.D. Cal.).

The Honorable Mariana entered her Order in Case No. 10-cv-07275
(C.D. Calif) denying Stichting Pensioenfonds ABP's motion to
remand is lawsuit to the California state court on Dec. 29, 2010,
saying that there is federal jurisdiction over the action because
it is "related to" In re American Home Mortgage Holdings, Inc.
(Bankr. D. Del. Case No. 07-11047).  Finding removal proper, the
Court then considered whether it should nevertheless grant an
equitable remand, concluding that the equitable factors weigh
against it.

This underlying lawsuit, filed in the Los Angeles Superior Court
on Aug. 18, 2010, alleges that the misstated the quality of the
mortgage loans underlying fourteen RMBS offerings totalling more
than $1 billion.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008, and amended that plan on Nov. 25, 2008.  The
former home mortgage lender's liquidating Chapter 11 plan was
confirmed on February 23, 2009, and took effect on Nov. 30,
2010.


AMERICAN NATURAL: Goodman & Company Holds 9.76% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 19, 2011, Goodman & Company and Investment
Counsel Ltd., disclosed that they beneficially own 1,310,578
shares of common stock of American Natural Energy Corporation
representing 9.76% of the shares outstanding.  As of November 15,
2010, 13,430,608 shares of the Company's Common Stock, $0.001 par
value, were outstanding.

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company's balance sheet at Sept. 30, 2010, showed
$17.74 million in total assets, $9.42 million in total
liabilities, and stockholders' equity of $8.32 million.

                           *     *     *

MaloneBailey, LLP, in Houston, after auditing the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has substantial cash used for operating
activities during 2009, has a working capital deficiency and an
accumulated deficit at December 31, 2009.


AMR CORP: Reports Fourth Quarter Net Loss of $97 Million
--------------------------------------------------------
AMR Corporation reported a net loss of $97 million, or $0.29 per
share, for the fourth quarter of 2010.  The fourth quarter 2010
results include the impact of approximately $28 million in a non-
cash impairment charge to write down certain route authorities in
Colombia as a result of a recent open skies agreement.  Excluding
this special item, the Company lost $69 million, or $0.21 per
share.  Results include a $35 million tax benefit primarily
related to The Tax Relief, Unemployment Insurance Reauthorization,
and Job Creation Act of 2010 passed in late December.

The results for the fourth quarter of 2010 compare to a loss of
$344 million, or $1.03 per share, for the fourth quarter of 2009.
The fourth quarter 2009 results include the positive net impact of
$71 million in non-cash special items and a non-cash tax item.
Excluding these special items and the non-cash tax item, the
Company lost $415 million, or $1.25 per share, in the fourth
quarter of 2009.

For all of 2010, AMR recorded a net loss of $471 million, or $1.41
per share, compared to a loss of $1.5 billion, or $4.99 per share,
for 2009.  Excluding special items and non-cash tax items, the
Company lost $389 million, or $1.17 per share, in 2010, compared
to a loss of $1.4 billion, or $4.63 per share, in 2009.

"2010 has been a year of significant improvement for American
Airlines, and I want to thank all of our people for their hard
work and dedication," said Gerard Arpey, AMR's Chief Executive
Officer.  "It was a year of major progress, as we have implemented
both our domestic cornerstone strategy and our joint trans-
Atlantic business with British Airways and Iberia - and we look
forward to launching a similar joint business with Japan Airlines
across the Pacific in April of this year."

Arpey added, "We have set the stage for success - and our efforts
are starting to produce meaningful results.  In 2011, American
will continue to enhance its own network and expand its
relationship with quality carriers in the markets that are
important to our customers.  American is well positioned to
capitalize on the opportunities unfolding in the marketplace.
While the road forward is not without challenges, as we begin
2011, we are enthusiastic about the possibilities we see ahead."

A full-text copy of the press release issued by the Company to
report its fourth quarter 2010 results is available for free at
http://ResearchArchives.com/t/s?725a

                       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.


AMR CORP: Offering $657-Mil. of Pass Through Certificates
---------------------------------------------------------
American Airlines, Inc., said in a free writing prospectus filed
with the Securities and Exchange Commission on January 20, 2011,
that it is offering $657,032,000 of Pass Through Certificates,
Series 2011-1 in two classes:

   -- Class A: $503,206,000
   -- Class B: $153,826,000

The Certificates will have the benefit of a security interest in
30 aircraft that are owned and operated by American:

   -- Three currently unencumbered B737-800 aircraft, originally
      delivered to American in 2001

   -- 27 aircraft, originally delivered to American from 1999 to
      2001, currently being encumbered in the 2001-1 and 2001-2
      EETCs and certain private mortgages

The Joint Structuring Agents and Bookrunners are Goldman Sachs,
Deutsche Bank and Morgan Stanley.

A full-text copy of American Airlines' 2011-1 EETC Investor
Presentation is available for free at:

              http://ResearchArchives.com/t/s?7266

                       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.


AMR CORP: Files Corrected Consent of Ernst & Young
--------------------------------------------------
On January 20, 2011, AMR Corporation filed with the Securities and
Exchange Commission a corrected consent of Ernst & Young LLP
(originally filed as Exhibit 23 to AMR Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 2009) into the
Registration Statements:

   -- Form S-8 No. 2-68366;
   -- Form S-8 No. 333-19325;
   -- Form S-8 No. 33-27866;
   -- Form S-8 No. 33-60725;
   -- Form S-8 No. 333-13751;
   -- Form S-8 No. 33-60727;
   -- Form S-8 No. 333-56947;
   -- Form S-8 No. 333-70239;
   -- Form S-8 No. 333-104611;
   -- Form S-8 No. 333-160666;
   -- Form S-3 No. 33-46325;
   -- Form S-3 No. 33-52121;
   -- Form S-3 No. 333-68211;
   -- Form S-3 No. 333-84292-01;
   -- Form S-3 No. 333-110760; and
   -- Form S-3 No. 333-160646.

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

              http://ResearchArchives.com/t/s?7267

                       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.


ARVINMERITOR INC: Board OKs Issuance of 4.9MM Shares Under LTIP
---------------------------------------------------------------
On January 20, 2011, the shareowners of ArvinMeritor, Inc., at the
2011 Annual Meeting of Shareowners, approved the adoption by the
Board of Directors of the amended and restated 2010 Long-Term
Incentive Plan to increase the maximum shares authorized to be
issued thereunder by 3.7 million shares for a total of 4.9 million
shares authorized to be issued under the Amended LTIP.  The
Amended LTIP is an incentive plan that is intended to link the
compensation of officers and key employees to achievement of
performance objectives, and to assist in recruitment, retention
and motivation of key employees whose long-term employment is
considered essential to the company's success.  The Amended LTIP
provides for grants in the form of stock options, stock
appreciation rights, other stock or stock-based awards and cash
awards.  No more than 4.9 million shares may be issued under the
Amended LTIP, subject to other limitations on certain types of
awards.  The Amended LTIP is administered by the Compensation and
Management Development Committee of the Board of Directors with
respect to awards to employees and by the Corporate Governance and
Nominating Committee with respect to awards to directors.

In addition, the Shareowners:

   * elected to the Board of Directors, with terms expiring at the
     annual meeting of shareholders in 2014, these individuals:

       (a) Joseph B. Anderson, Jr.
       (b) Rhonda L. Brooks
       (c) Steven G. Rothmeier

   * approved the selection of Deloitte & Touche LLP as the
     Company's auditors.

   * approved the amended and restated 2010 Long-Term Incentive
     Plan to increase the maximum shares authorized to be issued
     thereunder by 3.7 million shares.

   * approved an amendment to the ArvinMeritor's Restated Articles
     of Incorporation to change the name of ArvinMeritor to
     "Meritor, Inc."

                         About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc.  --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The Company
celebrated its centennial anniversary in 2009.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.

ArvinMeritor has 'B3' corporate family and probability of default
ratings from Moody's Investors Service.  In July 2010, when
Moody's raised the ratings to 'B3' from 'Caa1', it noted that
about 52% of the company's fiscal 2010 revenues to date are from
North America, where demand is expected to strengthen in the
second half of the year.  But with 21% of the Company's revenue
from Europe, a slower pace of economic recovery is expected to
constrain overall growth.  Tight credit markets also may limit
near-term growth in commercial vehicle purchases, Moody's said.

The balance sheet at September 30, 2010, showed $2.879 billion in
assets, $3.902 billion in liabilities and a $1.023 billion
shareholders' deficiency.  Stockholders' deficit was
$909.0 million at June 30, 2010.


AURASOUND INC: Amends Form 10 for September 30 Quarter
------------------------------------------------------
On January 18, 2011, AuraSound, Inc. amended its quarterly report
on Form 10-Q, as initially filed with the Securities and Exchange
Commission on December 6, 2010.  The purpose of the Amendment is
to amend certain information regarding the effectiveness of the
Company's disclosure controls and procedures as of the end of the
period covered by the report.

The Amendment does not reflect events occurring after the filing
of the Original Report or modify or update those disclosures
affected by subsequent events.

Under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, the Company evaluated the effectiveness of its
disclosure controls and procedures as required by Exchange Act
Rule 13a-15(b) as of the end of the period covered by the report.
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2010.

There were no changes in the Company's internal control over
financial reporting during the quarter ended September 30, 2010
that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.

For the three months ended September 30, 2010, the Company
reported net income of $413,234 on $10.72 million of revenue,
compared with a net loss of $532,160 on $1.27 million of revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$32.91 million in total assets, $32.59 million in liabilities, all
current, and $326,294 stockholders' equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?70a6

                      About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc. ("AuraSound"), a California
corporation, develops, manufactures and markets premium audio
products.  Specifically, AuraSound has developed and is currently
marketing undersized speakers that will deliver sound quality to
devices such as laptops, flat-panel televisions and displays that
the Company believes to be superior to the sound quality currently
found in these devices.  During the year ended June 30, 2010, the
Company's operations in China were conducted through Well-Tech
International Co., a Hong Kong company owned by Susanne Lee who is
the Company's office administrator in Hong Kong.  The Company's
operations in Taiwan are conducted by AuraSound as a foreign
corporation doing business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that during the year ended June 30,
2010, the Company incurred net losses of $2.2 million, and had
negative cash flow from operating activities of $202,383.


AURA SYSTEMS: Posts $2.25 Million Net Loss in November 30 Quarter
-----------------------------------------------------------------
Aura Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.25 million on $1.25 million of revenue
for the three months ended November 30, 2010, compared with a net
loss of $2.17 million on $1.16 million of revenue for the same
period a year ago.

The Company's balance sheet at November 30, 2010, showed
$4.83 million in total assets, $14.84 million in total
liabilities, and a stockholders' deficit of $10.01 million.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended February 28, 2010.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations, and the Company may not have sufficient working
capital or outside financing available to meet its planned
operating activities over the next 12 months.

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

               http://researcharchives.com/t/s?7260

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses the engine of a vehicle to generate power.


AVANTAIR INC: Hound Partners Discloses 13.62% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 19, 2011, Hound Partners, LLC disclosed that
it beneficially owns 3,977,714 shares of common stock of Avantair,
Inc., representing 13.62% of the shares outstanding.  As of
November 10, 2010, there were 26,397,143 shares of the Company's
common stock, $.0001 par value per share, outstanding.

Other affiliates of Hound Partners also disclosed beneficial
ownership of shares:

                                             Shares       Equity
                                      Beneficially Owned   Stake
                                      ------------------  ------
Hound Performance, LLC                    3,574,147      12.36%
Jonathan Auerbach                         3,977,714      13.62%
Hound Partners, LP                                0          0%
Hound Partners Offshore Fund, LP          3,574,147      12.36%

                        About Avantair Inc.

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

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

The Company's balance sheet at Sept. 30, 2010, showed
$124.21 million in total assets, $146.82 million in total
liabilities, $14.64 million in Series A convertible preferred
stock, and a stockholders' deficit of $37.25 million.

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


AVANTAIR INC: 2-Mil. Shares Added for Long-Term Incentive Plan
--------------------------------------------------------------
At the Annual Meeting of Stockholders of Avantair, Inc., held on
January 19, 2011, the Company's stockholders approved an amendment
to the Company's 2006 Long-Term Incentive Plan to increase the
shares available for awards granted thereunder by 2.0 million
shares.  In addition, the Company has made certain other
amendments to the Plan that did not require the approval of the
Company's stockholders.  Accordingly, effective January 19, 2011,
the Plan was amended as follows:

   (i) to increase the shares available for awards granted
       thereunder by 2.0 million shares to 3.5 million shares;

  (ii) to provide that the committee of the Board established to
       administer the Plan may not, without the approval of the
       Company's stockholders, (a) amend or modify any award
       granted under the Plan to reduce the exercise price of any
       stock option or stock appreciation right, (b) cancel any
       outstanding stock option or stock appreciation right and
       replace it with a new stock option or stock appreciation
       right, another award or cash or (c) take any other action
       that is considered a "repricing" for purposes of the
       stockholder approval rules of the applicable securities
       exchange or inter-dealer quotation system on which the
       shares of the Company's common stock are listed or quoted;

(iii) to provide that, in the case of performance units and other
       performance-based awards, the performance period with
       respect to which the achievement of performance goals shall
       be measured shall be no less than one year; and

  (iv) to provide that, unless otherwise provided in an award
       agreement, stock options, stock appreciation rights and
       restricted share or restricted stock unit awards will vest
       over a three-year period following the date of grant.

In addition, the Company has made certain other immaterial and
administrative amendments.

At the Annual Meeting, management Proposals 1, 2, 3 and 4 were
approved.

Proposal 1: The individuals listed below were elected at the
            Annual Meeting to serve a one-year term on the Board
            The individuals were elected by the vote of a
            plurality of the votes cast at the meeting.  Any
            shares not voted were not counted as votes casted and
            had no effect on the vote, although the votes were
            counted for purposes of determining whether there was
            a quorum.

               * Barry J. Gordon
               * Arthur H. Goldberg
               * Steven Santo
               * Stephanie A. Cuskley
               * Allen A. Clinton
               * Robert Lepofsky
               * Richard B. DeWolfe
               * Weil Lorne

Proposal 2: The management proposal to ratify the appointment of
            J.H. Cohn LLP as the Company's independent registered
            public accounting firm for fiscal year 2011, as
            described in the proxy materials.  This proposal to
            ratify the selection of J.H. Cohn LLP was approved by
            receiving the affirmative vote of a majority of shares
            present, in person or by proxy, and entitled to vote
            on the matter.  Any shares present but not voted
            had the same effect as a vote "Against" the proposal.
            This proposal was approved with approximately 86.5% of
            the shares present or represented and voting at the
            Annual Meeting voting for the proposal and
            approximately 0.6% of the shares voting against the
            proposal.

Proposal 3: The proposal to amend the Company's 2006 Long-Term
            Incentive Plan to increase the shares available for
            awards granted thereunder by 2.0 million shares,
            as described in the proxy materials.  This proposal to
            amend the Company's 2006 Long-Term Incentive Plan was
            approved as it received the affirmative vote of a
            majority of shares present, in person or by proxy, and
            entitled to vote on the matter.  Any shares present
            but not voted had the same effect as a vote "Against"
            the proposal.  This proposal was approved with
            approximately 54.1% of the shares present or
            represented and voting at the Annual Meeting voting
            for the proposal and approximately 2.6% of the shares
            voting against the proposal.

Proposal 4: The proposal to approve an amendment to the Company's
            Amended and Restated Certificate of Incorporation, as
            described in the proxy materials, to authorize the
            Board of Directors, at its discretion to, until the
            next Annual Meeting of Stockholders, (a) effect a
            reverse stock split of the Company's common stock at a
            reverse split ratio of between 1-for-2 and 1-for-5,
            which ratio will be selected at the discretion of the
            Board of Directors, and (b) decrease the number of
            authorized shares of the Company's common stock on a
            basis proportional to the reverse split ratio approved
            by the Board of Directors.  This proposal to approve
            an amendment to the Company's Amended and Restated
            Certificate of Incorporation was approved as it
            received the affirmative vote of a majority of shares
            entitled to vote on the matter.  Any shares not voted
            had the same effect as a vote "Against" the proposal.
            This proposal was approved with approximately 81.9% of
            the shares present or represented and voting at the
            Annual Meeting voting for the proposal and
            approximately 5.5% of the shares voting against the
            proposal.

                        About Avantair Inc.

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

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

The Company's balance sheet at Sept. 30, 2010, showed
$124.21 million in total assets, $146.82 million in total
liabilities, $14.64 million in Series A convertible preferred
stock, and a stockholders' deficit of $37.25 million.

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


BALL FOUR: Files Reorganization Plan & Disclosure Statement
-----------------------------------------------------------
Ball Four, Inc., has filed a Plan of Reorganization and an
explanatory Disclosure Statement with the U.S. Bankruptcy Court
for the District of Colorado.

The Debtor will remain in possession of its assets and will
administer its confirmed Chapter 11 Plan to repay creditors
pursuant to the terms of the Plan.  The Debtor will utilize its
cash to pay allowed creditor claims and allowed Chapter 11
Administrative Claims pursuant to the terms of its Plan.

Under the Plan, Larry R. Gentry will retain his shareholder
interest in the Reorganized Debtor and will remain as president of
the Debtor.  Mr. Gentry will continue to receive a monthly salary
of $5,500 plus benefits following confirmation of the Plan.  Susan
Gentry will retain her shareholder interest in the Reorganized
Debtor and will remain as Secretary of the Debtor.  Ms. Gentry
will continue to receive a monthly salary of $5,500 plus benefits
following confirmation of the Plan. These salaries may increase if
circumstances warrant it.

The hearing to consider the adequacy of, and to approve, the
Disclosure Statement will be held at 1:30 p.m., on April 18, 2011.

The Debtor estimates that the Effective Date of its Plan will be
July 1, 2011.

Copies of the Plan and the Disclosure Statement are available for
free at:

            http://bankrupt.com/misc/BALL_FOUR_plan.pdf
            http://bankrupt.com/misc/BallFour_DS.pdf

                         Treatment of Claims

Under the Plan, the administrative claims will be paid the allowed
amount of their Chapter 11 administrative expenses on the
effective date of the Plan provided the Court has entered final,
non-appealable orders allowing the Administrative Expenses or as
may be otherwise agreed to by the administrative claimants and the
Debtor.

Any unpaid postpetition taxes owing by the Debtor's bankruptcy
estate will be paid in full on or before the Effective Date of the
Plan.

The allowed unsecured priority claim of the IRS in the approximate
amount of $3,600 will be paid in full in monthly payments of
principal and interest at 5% per annum amortized over 48 months
with the first payment of principal and interest due on the
Effective Date and continuing monthly thereafter until paid in
full.  Each monthly payment will be approximately $83.

With respect to classified claims:

   Classification                          Treatment
   --------------                          ---------
Class 1 - Secured Claim of     -- impaired and can vote on the
Adams County, Colorado            Plan; holder will be repaid in
Treasurer's Office                monthly payments of principal
                                  and interest at the rate of 12%
                                  per annum amortized over 60
                                  months with the first payment of
                                  principal and interest due on
                                  the Effective Date and
                                  continuing monthly thereafter
                                  until paid in full.  Each
                                  monthly payment will be in the
                                  approximate amount of $650; upon
                                  payment in full, the lien
                                  securing the claim will be
                                  deemed released and the Debtor
                                  will own its Assets free and
                                  clear of the lien(s) of the
                                  creditor.

Class 2 - Secured Claim of     -- impaired and can vote on the
Colorado Department of Revenue    Plan; the claim will be repaid
                                  in monthly payments of principal
                                  and interest at the rate of 12%
                                  per annum amortized over 60
                                  months with the first payment of
                                  principal and interest due on
                                  the Effective Date and
                                  continuing monthly thereafter
                                  until paid in full; each monthly
                                  payment will be in the
                                  approximate amount of $120; upon
                                  payment in full, the lien
                                  securing the Class 2 creditor's
                                  claim will be deemed released
                                  and the Debtor will own its
                                  Assets free and clear of the
                                  lien(s) of the Class 2 creditor.

Class 3 - Disputed Secured     -- impaired and can vote on the
Claim of FirsTier Bank            Plan; will be paid in monthly
                                  payments of principal equal to
                                  the allowed amount of its claim
                                  plus interest at 6% per annum
                                  amortized over 25 years with a
                                  five-year balloon; the first
                                  payment will be made on the
                                  later of the Effective Date or
                                  30 days after the Court enters a
                                  Final, Non-Appealable Order
                                  Allowing the secured claim of
                                  the Class 3 creditor and will
                                  continue monthly thereafter
                                  until the balloon payment is
                                  due; assuming the claim would be
                                  allowed at $3.6 million, each
                                  monthly payment of principal and
                                  interest would be approximately
                                  $23,200; the monthly payment may
                                  be less than $23,000 should the
                                  Court determine that the claim
                                  of the Class 3 creditor is less
                                  than $3.6 million.

Class 4 - Unsecured Creditor   -- impaired and can vote on the
Claims                            Plan; holders will be paid of
                                  allowed unsecured claims in full
                                  with interest at the Federal
                                  Judgment Interest Rate; the
                                  Debtor will make sufficient
                                  quarterly payments of $50,000
                                  each starting on the Effective
                                  Date, which will be distributed
                                  to unsecured creditors on a Pro
                                  Rata basis until allowed
                                  unsecured claims are paid in
                                  full with interest; the Debtor
                                  estimates that total allowed
                                  unsecured claims are
                                  approximately $200,000, and that
                                  the Debtor will make four to
                                  five quarterly distributions of
                                  $50,000 each in order to pay
                                  allowed unsecured claims in full
                                  with interest.

Class 5 - Holders of           -- not impaired and can't vote on
Shareholder Interests             the Plan; current shareholders
                                  of the Debtor, Larry and Susan
                                  Gentry, will retain their
                                  shareholder interests in the
                                  Debtor to the same extent as
                                  their pre-petition shareholder
                                  interests in the Debtor subject
                                  to the provisions of the
                                  approved Plan; Larry and Susan
                                  Gentry will receive no payments
                                  under the Debtor's Plan on
                                  account of their shareholder
                                  interests in the Reorganized
                                  Debtor.

                            About Ball Four

Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11
bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case
No. 10-33952).  William A. Richey, Esq., at Weinman & Associates,
P.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.


BANK OF ASHEVILLE: Closed; First Bank Assumes All Deposits
----------------------------------------------------------
The Bank of Asheville of Asheville, N.C., was closed on
January 21, 2011, by the North Carolina Office of Commissioner
of Banks, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with First Bank
of Troy, N.C., to assume all of the deposits of The Bank of
Asheville.

The five branches of The Bank of Asheville will reopen during
normal banking hours as branches of First Bank.  Depositors of The
Bank of Asheville will automatically become depositors of First
Bank. Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of The Bank of Asheville should continue to use
their existing branch until they receive notice from First Bank
that it has completed systems changes to allow other First Bank
branches to process their accounts as well.

As of September 30, 2010, The Bank of Asheville had around
$195.1 million in total assets and $188.3 million in total
deposits.  First Bank did not pay the FDIC a premium for the
deposits of The Bank of Asheville.  In addition to assuming all
of the deposits of the failed bank, First Bank agreed to purchase
essentially all of the assets.

The FDIC and First Bank entered into a loss-share transaction on
$166.3 million of The Bank of Asheville's assets.  First Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-234-9027.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/bankofasheville.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $56.2 million.  Compared to other alternatives, First
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  The Bank of Asheville is the sixth FDIC-insured institution
to fail in the nation this year, and the first in North Carolina.
The last FDIC-insured institution closed in the state was
Cooperative Bank, Wilmington, on June 19, 2009.


BEDMINSTER MEDICAL: Files for Chapter 11 After Receiver Appointed
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bedminster Medical Plaza LLC, the owner of a medical
office building in Bedminster, New Jersey, filed for Chapter 11
bankruptcy 15 days after a New Jersey state court appointed a
receiver to collect rent.  Although the $8.48 million mortgage is
in default, the owner of the building claims the property is worth
more than the debt.  Monthly income from the office building is
$97,000 while operating expenses are $27,000, the owner said.  To
regain control of the property, the owner wants to supplant the
receiver while paying the lender excess cash after operating
expenses.

Bedminster Medical Plaza, LLC, filed for Chapter 11 protection
(Bankr. D. N.J Case No. 11-11395) on Jan. 18, 2011, in Newark, New
Jersey.  David A. Ast, Esq., at David Alan Ast, P.C., in
Morristown, New Jersey, serves as counsel to the Debtor.  The
Debtor estimated assets of $1 million to $10 million and debts of
$10 million to $50 million in its Chapter 11 petition.


BEST ENERGY: Special Advance Amount of PNC Loan Hiked to $1.8MM
---------------------------------------------------------------
On December 23, 2010, Best Energy Services, Inc. entered into
Amendment No. 15 to its Revolving Credit, Term Loan and Security
Agreement with PNC Bank, National Association.  The amendment
increases the "Special Advance Amount" available to the Company
from $1,750,000 to $1,875,000 between December 21, 2010 and
January 14, 2011, for the express and limited purpose of moving
rigs to the Eagle Ford in South Texas.  In connection with
amendment, the Company issued PNC a warrant to purchase 250,000
shares of common stock for a period of 5 years at an exercise
price of $0.10.

                         About Best Energy

Headquartered in Houston, Texas, Best Energy Services, Inc.
(OTC BB: BEYS) -- http://www.BEYSinc.com/-- is a well
service/workover provider in the Hugoton Basin.

The Company's balance sheet at September 30, 2010, showed
$20.72 million in total assets, $30.58 million in total
liabilities, and a stockholders' deficit of $9.86 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about Best Energy's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company's established source of revenues is not
sufficient to cover its operating costs.


BION ENVIRONMENTAL: Starts Waste Flow at Manheim Facility
---------------------------------------------------------
Bion Environmental Technologies, Inc., said that it has initiated
the flow of waste into the Bioreactor at its livestock waste
treatment facility currently under construction at the Kreider
Dairy Farm in Manheim, Pennsylvania.

This milestone represents activation of the first major treatment
step, with the remaining portions of the treatment system to be
operational during the second quarter of this year.  Initiating
the Bioreactor allows time to build biological mass in the
nutrient treatment vessel, shortening the time necessary to reach
operational efficiency once the entire project is constructed and
operating.

Bion anticipates construction completion during the Spring of 2011
followed by an "operational shakedown" period.

As previously announced January 5, 2011, Bion received its initial
reimbursement/draw request of approximately $1.739 million from
the Pennsylvania Infrastructure Investment Authority on Bion's
previously announced $7.6 million loan from Pennvest for the
initial stage of Kreider Dairy Farms waste treatment project.
Bion has made further reimbursement/draw requests and will
continue to do so over the next several months as construction
proceeds and is completed and operations commence on the initial
Kreider system.

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) has provided environmental treatment solutions to
the agriculture and livestock industry since 1990.  Bion's
patented next-generation technology provides a unique
comprehensive treatment of livestock waste that achieves
substantial reductions in nitrogen and phosphorus, ammonia,
greenhouse and other gases, as well as pathogens, hormones,
herbicides and pesticides.

The Company's balance sheet at Sept. 30, 2010, showed
$1.93 million in total assets, $1.14 million in total liabilities,
$2.52 million of Series B Redeemable Convertible Preferred stock,
and a stockholders' deficit of $1.72 million.

GHP Horwath, P.C., in Denver, Colo., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenue and has suffered recurring losses from operations.

The Company has not generated revenues and has incurred net losses
of approximately $2,976,000 and $1,318,000 during the years ended
June 30, 2010 and 2009, respectively.


BLB MANAGEMENT: Moody's Gives 'B2' Corporate on High Leverage
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B3 Probability of Default Rating to BLB Management Services,
Inc.  Moody's also assigned a B2 to the company's $300 million
senior secured term loan that matures in 2015.  The rating outlook
is stable.  This is a first time rating on this issuer.

Ratings assigned:

  * Corporate Family Rating at B2
  * Probability of Default Rating at B3
  * $300 million senior secured term loan due 2015 at B2 (LGD 3,
    35%)

The B2 CFR reflects BLB's small size, single property
concentration risk, and high leverage -- with debt/EBITDA of
approximately 4.5 times.  The rating also reflects the possibility
of additional competition in BLB's primary market area if gaming
is ultimately introduced in Massachusetts.  Positive consideration
is given to BLB's stable revenue generation during the economic
downturn and its good liquidity.

BLB's B3 PDR, reflects the utilization of a family recovery rate
of 65%.  The higher than average family recovery rate reflects
BLB's all bank capital structure, which in Moody's view gives
lenders a better ability to take prompt action if BLB's credit
profile deteriorates, thereby providing greater-than-average
recovery values.

The stable rating outlook reflects Moody's view that gaming demand
in BLB's primary market area will improve modestly and that BLB
will continue to generate positive free cash flow and maintain
debt/EBITDA below 5 times.  However improvement is unlikely to be
so material as to warrant an upgrade near term.  Ratings could
ultimately be considered for an upgrade if BLB's operating
performance improves and EBIT/interest expense exceeds 2.5 times
and debt/EBITDA drops below 3.5 times.  However, the company's
small scale and limited diversification, and the possibility that
gaming could be approved in Massachusetts, would likely limit any
ratings improvement to one notch.  Ratings could be downgraded if
operating performance or liquidity were to deteriorate for any
reason.  Specifically, if debt/EBITDA is not maintained below 5.25
times by the end of fiscal 2011 there could be negative pressure
on the ratings or rating outlook.

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

BLB Management Services, Inc.'s restricted operating subsidiary,
UTGR, Inc., owns and operates the Twin River casino located near
Providence, Rhode Island.  The Twin River casino currently has
approximately 4,752 video lottery terminals.  BLB and UTGR exited
from Chapter 11 in November 2010.  The company is private and does
not disclose public financials.


BLOCKBUSTER INC: Bankr. Ct. Denies Video Renters' Class Claim
-------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland denied the motion of certain
self-described "class representatives," Marc Cohen, Marc Perper
and Uwe Stueckrad, on behalf of themselves, plaintiffs and
putative class members in the action titled Cohen, et al v.
BlockbusterEntertainment Inc., Case No. 99-CH-2561, Circuit Court
of Cook County Illinois, Chancery Court, all others similarly
situated, and the general public, for an order applying Federal
Rule of Civil Procedure 23 to their proof of claim and certifying
their proposed classes.

Judge Lifland said the Rule 23 Motion seeks what is essentially
the same relief previously sought and denied in the plaintiffs'
State Court Action over the course of their unsuccessful 11-year
litigation attempts.  The plaintiffs have alleged in the State
Court Action and in the Rule 23 Motion that they are part of two
certifiable classes of customers of the Debtors who were
unlawfully charged penalties when they breached oral rental
agreements by retaining rented videos beyond their return due
dates or failing to return the video inventory at all.  On
March 14, 2008, the Illinois Circuit Court rendered a decision in
the State Court Action decertifying the plaintiffs' classes.   On
March 30, 2010, two years after the decertification, the
plaintiffs filed an identical request before the Illinois Court,
which was pending as of the commencement of the Debtors' chapter
11 cases.

The plaintiffs filed their proposed class claim as a general
unsecured claim of "at least $2,000,000."  They additionally filed
individual proofs of claim for "at least $150.00," "at least
$340.00," and "at least $5.00" (Claim Nos. 1753, 1755, and 1756,
respectively).  The Debtors' schedules list the plaintiffs' claims
as contingent, unliquidated, disputed and of an undetermined
amount.  Objections to the Motion were filed by the Debtors and
the Creditors' Committee, who assert that the plaintiffs have
failed to meet the requirements for certification.

A copy of Judge Lifland's January 20, 2011 Bench Memorandum and
Decision is available at http://is.gd/sr3wwcfrom Leagle.com.

Cohen et al. is represented by:

          Heather D. McArn, Esq.
          JENNER & BLOCK LLP
          919 Third Avenue
          New York, NY 10022-3908
          Telephone: (212) 891-1613
          Facsimile: (212) 909-0870
          E-mail: hmcarn@jenner.com

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLYN II: Crimson Yachts Suit Transferred to S.D. Tex. Court
-----------------------------------------------------------
Chief District Judge William H. Steele transfers the case, Crimson
Yachts, etc., v. M/Y Betty Lyn II, etc., et al., Civil Action No.
08-0334 (S.D. Ala.), to the Southern District of Texas.

The plaintiff filed the action against BLyn II Holding, LLC, in
June 2008 to recover for necessaries provided under a vessel
repair contract.  Crimson also arrested the vessel, which remains
in Crimson's shipyard.  BLyn filed counterclaims against Crimson
and third-party claims against two of Crimson's representatives,
corresponding to those made in its April 2008 lawsuit filed
against Crimson and its representatives in Texas state court.  The
case was stayed after BLyn filed a Chapter 11 bankruptcy petition
in the Southern District of Texas.  The Bankruptcy Court later
lifted the automatic stay so as to allow the suit to proceed to
trial.  Crimson had removed BLyn's Texas state action to the
Bankruptcy Court.

A copy of the District Court's January 19, 2011 Order is available
at http://is.gd/vri6znfrom Leagle.com.

Based in Aransas Pass, Texas, BLyn II Holding, LLC, filed for
Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 10-20642) on
August 19, 2010.  Judge Richard S. Schmidt presides over the case.
Shelby A. Jordan, Esq., at Jordan Hyden Womble and Culbreth, PC,
in Corpus Christi, Texas, serves as the Debtor's counsel.  In its
petition, the Debtor estimated assets and debts of $1 million to
$10 million.


BOSQUE POWER: Has Access to Cash Collateral Until March 31
----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas entered another order allowing Bosque
Power Company, LLC, et al., to use cash collateral.

The latest order grants the Debtors access to cash collateral
until March 31, 2011.

Jeff J. Marwil, Esq., at Proskauer Rose LLP, attorney for the
Debtors, explained that the Debtors need to use cash collateral to
fund their Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

                        About Bosque Power

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000. Bosque
sells its energy and ancillary services in the Texas power market.
Bosque Power Partners owns 100% of the membership interest in
Bosque Power.

Bosque Power filed for Chapter 11 protection in Waco, Texas
(Bankr. W.D. Tex. Case No. 10-60348).  Affiliate BosPower
Development, BosPower Development Blocker I, BosPower Development
Blocker II, BosPower Partners and Fulcrum Marketing and Trade also
sought bankruptcy protection.

Jeff J. Marwil, Esq., Peter J. Young, Esq., and Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago, Illinois, serve as the
Debtors' counsel.  Henry J. Kaim, Esq., at King & Spalding LLP,
serves as bankruptcy co-counsel to the Debtors.  The Debtors also
tapped Morgan, Lewis & Bockius LLP as special corporate counsel;
Greenhill & Co. LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.

In October 2010, Judge Ronald B. King gave final approval to a
reorganization plan put forth by Bosque Power's senior lenders.


BUCKTOWN STATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bucktown Station, LLC.
        2731 North Lincoln Avenue
        Chicago, IL 60614

Bankruptcy Case No.: 11-02004

Chapter 11 Petition Date: January 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Karen J. Porter, Esq.
                  PORTER LAW FIRM
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Bruce A. Fogelson, managing member.


CABI NEW RIVER: Has Until January 26 to File Schedules
------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida extended until January 26, 2011, Cabi
New River, LLC's time to file its schedules and statements of
financial affairs.

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

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

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


CABI SMA TOWER: Has Until January 26 to File Schedules
------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida extended until January 26, 2011,
Cabi SMA Tower I, LLLP's time to file its schedules and statements
of financial affairs.

Miami, Florida-based Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail
1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2,
LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA
Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP
-- owns multiple vacant parcels around South Miami Avenue and S.W.
14th Street in Miami, Florida.  It filed for Chapter 11 bankruptcy
protection on December 28, 2010 (Bankr. S.D. Fla. Case No. 10-
49009).  Mindy A. Mora, Esq., at Bilzin Sumberg, Attorneys At Law,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CAPRI I LLC: Court to Hear Case Dismissal Plea Wednesday
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will hol at
hearing on January 26, 2011, at 9:30 a.m., to consider the motion
of Capri I, LLC, for the dismissal of its Chapter 11 case.

On September 27, 2010, Jenberly, LLC, the lone secured creditor of
the Debtor, filed a motion to dismiss, or, in the alternative to
terminate the automatic stay.  On November 12, 2010, a memorandum
decision to lift the automatic stay was entered by the Court.  The
Court, however, concluded that dismissal or conversion under
Section 1112(b) is not warranted in the Debtor's case.  Jenberly
has a claim of $22,785,245 secured by the Debtor's property.

The Debtor tells the Court that Jenberly is proceeding with
foreclosure on the Debtor's Property consisting of two parcels of
vacant land in the County of Maricopa, in Arizona, which also
comprised essentially all of the Debtor's assets.

Capri I discloses that with the granting of Jenberly's motion,
there will be essentially no assets for the Debtor to administer.

                        About Capri I, LLC

Las Vegas, Nevada-based Capri I, LLC's sole business activity was
the possible development an ultimate sale of two parcels of vacant
land in the County of Maricopa, State of Arizona, which also
comprised essentially all of its assets.  The Debtor filed for
Chapter 11 bankruptcy protection on June 30, 2010 (Bankr. D. Nev.
Case No. 10-22206).  David A. Colvin, Esq., at Marquis & Aurbach,
assists the Debtor in its restructuring effort.  The Company
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million in its Chapter 11 petition.


CAPITOL BANCORP: Common Stock to Trade on OTCQB
-----------------------------------------------
Capitol Bancorp Limited announced that its common stock will begin
trading and be available 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.  Capitol's
securities are no longer eligible for trading on the NYSE as a
result of the widely-publicized economic and banking crisis, often
referred to as the "Great Recession," which has led to a
challenging operating environment, resulting in deteriorating
performance and market value at Capitol over the past few years.

Joseph D. Reid, Chairman and Chief Executive Officer commented:
"We expect our equity to continue to be actively traded by and for
our shareholders and we are taking steps to facilitate the trading
of our common stock on the OTCQB.  We will continue to operate and
report as a public company and do not believe that this
development will affect our ongoing efforts, including our
previously announced comprehensive capital strategy."

Capitol has been advised by OTC Markets Group Inc., which operates
the world's largest electronic marketplace for broker-dealers to
trade unlisted stocks, that its common stock is immediately
eligible for quotation on the OTCQB tier.  Investors can now view
Level II Real Time stock quotes for Capitol at
http://www.otcmarkets.com. Capitol is working with OTC Markets
Group Inc. to obtain quotation eligibility on the OTCQB for the
8.5% cumulative trust-preferred securities issued by Capitol Trust
I and the 10.5% trust-preferred securities issued by Capitol Trust
XII.

Capitol has been notified of a decision by NYSE Regulation, Inc.
to suspend trading in Capitol's common stock (NYSE: CBC), the 8.5%
cumulative trust-preferred securities issued by Capitol Trust I
(NYSE: CBC PA) and the 10.5% trust-preferred securities issued by
Capitol Trust XII (NYSE: CBC PB) prior to the market opening on
Thursday, January 27, 2011.  This action was taken because Capitol
has not satisfied the New York Stock Exchange's continued listing
standard requiring Capitol to maintain an average global market
capitalization of not less than $15 million over a consecutive 30
trading-day period.  Application to the Securities and Exchange
Commission to delist the above referenced securities is pending
the completion of applicable procedures, including Capitol's right
to request a review of this determination by a Committee of the
Board of Directors of the NYSE.

                      About OTC Markets Group

OTC Markets Group Inc. (OTCQX: OTCM) operates the world's largest
electronic marketplace for broker-dealers to trade unlisted
stocks. Its OTC Link platform supports an open network of
competing broker-dealers that provide investors with the best
prices in over 10,000 OTC securities. In 2010, securities on OTC
Link traded over $144 billion in dollar volume, making it the
third largest U.S. equity trading venue after NASDAQ and the NYSE.
The wide spectrum of OTC-traded companies are categorized into
three tiers-OTCQX (the quality-controlled marketplace for investor
friendly companies), OTCQB (the U.S. reporting company marketplace
for development stage companies), and OTC Pink (the speculative
trading marketplace).  This categorization enables investors to
identify the level and quality of information companies provide.
To learn more about the OTC Markets Group, visit
www.otcmarkets.com.

                    About Capitol Bancorp Limited

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

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

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

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

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


CARGO TRANSPORTATION: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Cargo Transportation Services Inc. has filed with U.S. Bankruptcy
Court for the Middle District of Florida its list of 20 largest
unsecured creditors, disclosing:

  Entity                                              Claim Amount
  ------                                              ------------
R & L Transfer Inc.
P.O. Box 713153
Columbus, OH 43271                                      $515,024

Estes Express Lines
P.O. Box 25612
Richmond, VA 23260-5612                                 $470,822

Southeastern Freight Lines
P.O. Box 100104
Columbia, SC 29202                                      $224,926

Old Dominion Freight Line, Inc.                         $201,721

T Q T Company                                           $184,904

America Max LLC                                         $160,043

Dat Truck Lines Inc                                     $130,300

Ryder Transport SVC (UW)                                $129,114

AIT Worldwide Logistics Inc                             $116,939

AAA Cooper Transportation                                $94,703

New England Motor Freight Inc                            $88,726

Universal AM-CAN, Inc.                                   $83,900

AM Trucking Inc.                                         $82,250

Precision Truck Lines Inc                                $68,110

Mercurygate International                                $62,284

RT Express                                               $61,500

J.D. Associates, LLC                                     $49,773

V I P Freight Inc                                        $48,681

MI Transportation                                        $47,976

Cargo Logistics Corp.                                    $46,510

Sunrise, Florida-based Cargo Transportation Services, Inc., is a
corporation that provides transportation services to clients
nationwide, including customized consolidation, distribution,
logistics and warehousing services.  It has 140 employees and
averages $100,000,000 in gross revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. M.D. Fla. Case No. 11-00432).  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


CARGO TRANSPORTATION: Taps Stichter Riedel as Bankruptcy Counsel
----------------------------------------------------------------
Cargo Transportation Services, Inc., asks for authorization from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Stichter, Riedel, Blain & Prosser, P.A., as bankruptcy
counsel, nunc pro tunc to the Petition Date.

Stichter Riedel will, among other things:

     a. prepare motions, applications, orders, reports, pleadings,
        and other legal papers;

     b. appear before the Court and the U.S. Trustee to represent
        and protect the interests of the Debtor;

     c. assist with and participate in negotiations with creditors
        and other parties in interest in formulating a plan of
        reorganization, drafting a plan and a related disclosure
        statement, and take necessary legal steps to confirm the
        plan; and

     d. represent the Debtor in negotiations with potential
        financing sources and prepare contracts, security
        instruments, or other documents necessary to obtain
        financing.

Stichter Riedel received $75,000 from David Bell, the Debtor's
president, on account of prepetition services and as retainer for
postpetition services.  Mr. Bell also agreed to pay an additional
retainer in the amount of $25,000.  The retainer is first to be
applied first to prepetition services and the balance is to reduce
Stichter Riedel's application for postpetition fees and costs.

Edward J. Peterson, III, Esq., an attorney at Stichter Riedel,
assures the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc., is a
corporation that provides transportation services to clients
nationwide, including customized consolidation, distribution,
logistics and warehousing services.  It has 140 employees and
averages $100,000,000 in gross revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. M.D. Fla. Case No. 11-00432).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


CATALYST HOLDING: Moody Assigns 'B2' CFR on High Debt Leverage
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Catalyst Holdings, Inc., a holding entity formed to facilitate
equity sponsor Veritas Capital's acquisition of CPI International,
Inc.  Moody's also assigned Ba2 ratings to Catalyst's proposed
$30 million senior secured revolving credit facility due 2016 and
$150 million senior secured term loan due 2017, and a B3 rating to
the proposed $215 million senior unsecured notes due 2018.  The
rating outlook is stable.

Ratings Assigned:

Catalyst Holdings, Inc.

   * Corporate family rating at B2;
   * Probability-of-default rating at B2;
   * $30 million senior secured revolving credit facility due 2016
     at Ba2 (LGD2, 20%);
   * $150 million senior secured term loan due 2017 at Ba2 (LGD2,
     20%);
   * $215 million senior unsecured notes due 2018 at B3 (LGD5,
     75%).

Proceeds from the proposed debt issuance, existing cash balances,
and approximately $205 million common equity contribution from
affiliates of Veritas Capital will be used to fund the acquisition
of CPI and to repay existing debt for a total consideration of
approximately $570 million.  The transaction is expected to close
in February 2011, upon which Moody's expects to withdraw the
ratings of CPI International, Inc., including its B1 Corporate
Family Rating.

The B2 CFR reflects Catalyst's high debt leverage with debt to
EBITDA of approximately 6.0 times, modest interest coverage with
EBIT to interest of about 1.5 times, susceptibility to changes in
government/defense spending priorities, and modest scale.
Catalyst's revenue base of approximately $350 million places it
among the smallest rated manufacturers and substantively below its
major competitors.  However, Catalyst's rating is supported by its
niche business position as a manufacturer and distributor of
vacuum electronic devices, sole-provider contracts that create
high barriers to entry, substantial installed base, and high
proportion of recurring replacement part revenues.  The CFR also
considers that the company consistently generated operating
margins in the low-to-mid teens and positive free cash flow
throughout the economic downturn.

The stable rating outlook anticipates modest improvement in
operating performance that will enable the company to reduce debt
leverage to below 6.0 times and generate positive free cash flow
over the next year.  The outlook further assumes that Catalyst
will maintain adequate liquidity to support its operations,
including good headroom under financial covenants in its proposed
senior secured credit facilities.

The ratings could experience positive pressure if Catalyst
organically grows its revenue and earnings such that debt to
EBITDA is sustained below 4.5 times and free cash flow-to-debt is
well above 5.0%.

The ratings could be pressured if a loss in market share or
change in government spending patterns causes profitability to
deteriorate such that debt to EBITDA exceeds 6.5 times, or if
liquidity deteriorates meaningfully. Shareholder friendly
activities and leveraging acquisitions could also pressure the
ratings.

CPI International, Inc., the parent company of Communications and
Power Industries, Inc., is a leading manufacturer and distributor
of vacuum electron devices and related equipment for defense and
commercial applications requiring high power and high frequency
energy generation.  CPI International, Inc. is being acquired by
private equity firm Veritas Capital and its affiliates.

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


CB HOLDING: Villa Raises Bid for Charlie Brown's The Office
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that CB Holding Corp. reports
that Judge Mary F. Walrath of the U.S. Bankruptcy Court in
Wilmington, Del. approved the sale of CB Holding's The Office Beer
Bar and Grill restaurant-chain assets to winning bidder Villa
Enterprises Ltd. for nearly $4.7 million, court papers show.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that prior to the auction, Villa was named the stalking
horse with an initial $3.4 million bid.  Villa was named the
winning bidder at the auction with its $4.68 million offer.

According to Dow Jones, Gary Lembo, CB Holding's chief
restructuring officer, said that Villa beat out rival bidder
Doherty Enterprises Inc.  Doherty, the Allendale, N.J., franchisee
of such restaurant chains as Applebee's Neighborhood Grill & Bar
and Panera Bread, was declared the backup bidder with its offer of
$4.6 million.

Mr. Rochelle notes that the $2.5 million financing for the Chapter
11 case has deadlines for all of CB Holding Corp.'s restaurants.
For the remainder of the stores, the secured lenders, owed $70.2
million, wanted an auction by Jan. 24 and a sale-approval hearing
by Feb. 3.

                Villa Enterprises' Statement

Villa Enterprises Management Ltd., Inc., said Saturday it has
agreed to purchase The Office Beer Bar & Grill, a popular sports
bar and restaurant with seven locations throughout New Jersey
including Westfield, Bridgewater, Summit, Morristown, Cranford,
Montclair and Ridgewood, for $4.68 million.

Previously owned by C.B. Holding Company and a sister brand to
Charlie Brown's Steakhouse, The Office first opened in 1966 as The
Jolly Trolley and was sold under an asset purchase approved by the
U.S. Bankruptcy Court for the District of Delaware on Jan. 21,
2011.

"The Office has been a popular dining destination in New Jersey
for more than 40 years and we're happy to add these seven
restaurants to our growing family of full-service dining
concepts," said Villa Enterprises Management CEO Anthony Scotto.
"This chain features a strong, recognizable brand in choice
locations throughout the state and we're excited to invest in this
concept as well as the employees and communities it supports."

In addition to its more than 300 quick service restaurant
locations that feature brands such as Villa Fresh Italian Kitchen,
Green Leaf's, South Philly Steak & Fries and others, Villa
Enterprises also operates six full service restaurant entities
that include George & Martha's American Grille in Morristown, The
Black Horse Pub and The Black Horse Tavern in Mendham, Ristorante
Il Forno in Warren, Villa Cafe in Morristown and Chatham, and
MacKenzie's in Mendham.

"The management of Villa Enterprises looks forward to future
announcements as we re-invigorate The Office brand and build on
its history of quality and service as well as its reputation for a
comfortable atmosphere and great casual dining," said Mr. Scotto.

                About Villa Enterprises Management

Morristown, New Jersey-based Villa Enterprises Management Ltd.,
Inc. -- http://www.villaenterprises.com/-- is a global multi-
concept restaurant franchisor with more than 300 quick service
restaurant locations across 38 U.S. states along with five
additional countries.  Founded in 1964 by Naples, Italy native
Michele Scotto as a small pizzeria next to the Ed Sullivan Theater
in New York City, Villa Enterprises today is an international
organization that owns several unique QSR brands: Villa Fresh
Italian Kitchen, Villa Pizza; Green Leaf's; Bananas; Casa Java;
Mo' Burger; Far East; and South Philly Steak & Fries.  These
brands can be found in malls, airports, casinos, college campuses,
and outlet centers across the U.S. and internationally.
Additionally, Villa Enterprises Management owns and operates
several upscale full-service restaurants in the New York City
Metro area.

                        About CB Holding

New York-based CB Holding Corp. owns and operates 20 Charlie
Brown's Steakhouse, 12 Bugaboo Creek Steak House and seven Beer
Bar & Grill outlets.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on November 17, 2010 (Bankr. D.
Del. Case No. 10-13683).  Christopher M. Samis, Esq., and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring effort.  The Garden City Group,
Inc., is the Debtors' notice, claims and solicitation agent.  CB
Holding estimated its assets at $100 million to $500 million and
debts at $50 million to $100 million.


CB HOLDING: Aims to Keep Bankruptcy Control as Sales Continue
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that CB Holding Corp. is seeking
to keep control of bankruptcy as it works to sell off its other
chains.

CB Holding has recently received approval from Judge Mary F.
Walrath to sell its The Office Beer Bar and Grill restaurant-chain
assets to winning bidder Villa Enterprises Ltd. for nearly
$4.7 million.

                        About CB Holding

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

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


CHAMPION ENTERPRISES: Wants Plan Exclusivity Until June 7
---------------------------------------------------------
Champion Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive periods to
file and solicit acceptances for the proposed Plan of Liquidation
until April 10, 2011, and June 7, respectively.  A hearing to
consider the requested exclusivity extension is scheduled for
February 17.  Objections, if any, are due February 10.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors have set a January 24 hearing for
confirmation of their proposed Plan.

As reported in the Troubled Company Reporter on September 27, 2010
the Debtor filed a Plan which provides for the payment of
administrative claims and priority claims and the creation of a
creditor trust that will administer and liquidate certain
litigation claims for the benefit of general unsecured creditors.
The Plan further provides for the substantive consolidation of all
of the Debtors except CEI Liquidation Estate (formerly known as
Champion Enterprises), for voting and distribution purposes, the
termination of all equity interests in the Debtors, and the
dissolution and winding up of the Debtors' affairs.

                    About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on November 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.


CINCINNATI BELL: Wells Fargo Has 6.61% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 20, 2011, Wells Fargo and Company disclosed
that it beneficially owns 13,346,653 shares of common stock of
Cincinnati Bell Inc., representing 6.61% of the shares
outstanding.  At October 31, 2010, there were 201,781,187 common
shares outstanding.

Wells Capital Management Incorporated also beneficially owns
13,130,341 or 6.51% while Wells Fargo Funds Management, LLC,
beneficially owns 10,195,506 or 5.05%.

                        About Cincinnati Bell

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

Cincinnati Bell's balance sheet at Sept. 30, 2010, showed
$2.59 billion in total assets, $3.20 billion in total liabilities,
and a stockholders' deficit of $611.4 million.

                          *     *     *

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

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


CLIFFBREAKERS RIVERSIDE: Emerges from Chapter 11 Protection
-----------------------------------------------------------
As widely reported, Cliffbreakers Riverside Resort has
successfully emerged from Chapter 11 reorganization.

"Our business is up, we began a $1 million renovation and most
importantly, our guest satisfaction and employee morale are both
through the roof. We think the reorganization's fresh start has
had a huge impact," said Michael Ellis, who heads the
Cliffbreakers ownership group, according to a report by WREX.

Gray Television Inc.'s 23 WIFR recounts that Judge Manuel Barbosa
ruled in favor of the reorganization plan submitted by
Cliffbreakers Riverside Resort, LLC in November at the United
States District Court, Northern District of Illinois.

WREX relates that the first part of a $1 million renovation is now
underway at the resort. Changes will include a remodeled
restaurant and wine bar, updated bar and deck including nine new
flat-screen, high-definition TVs; remodeled pool and exercise
room; and upgraded hotel rooms, including six new corporate
suites.

According to WIFR, the Company has also added 15 new jobs,
increasing by 10% its workforce of 150 employees prior to the
reorganization.  Among the managerial jobs were Director of Hotel
Sales Darla Thomas; Guest Services Manager Cyndy Lemke; Wedding
and Event Sales Coordinator Karen Foley, Wedding and Event Sales
Coordinator Melissa LaBolle, as well as new supervisors for the
hotel.

The architectural firm of David L. Jenkins & Assoc., P.C. is
assisting, according WIFR.

               About Cliffbreakers Riverside

Cliffbreakers Riverside Resort, L.L.C. operates a hotel and
resort. The company's amenities include a heated indoor swimming
pool, fitness center, restaurant and bar/lounge, and business
center.  It also provides facilities for business meetings,
conferences, weddings, social events, special occasions, weekend
getaways, and fundraising events.  The Company was founded in 1993
and is based in Rockford, Illinois.  On March 5, 2010,
Cliffbreakers Riverside Resort, L.L.C., filed a voluntary petition
for reorganization under Chapter 11 in the U.S. Bankruptcy Court
for the Northern District of Illinois.


CLOVERLEAF ENT: To Auction Rosecroft Raceway on January 28
----------------------------------------------------------
Lindsey Robbins, staff writer at The Gazette, reports that a
federal bankruptcy judge in Greenbelt, Maryland, approved the
auction for the sale of Rosecroft Raceway owned by Cloverleaf
Enterprises.  The auction is slated on Jan. 28, 2011, with seven
prospective buyers poised to make a bid for the Company's assets.

According to The Gazette, after the trustee in the case chooses
the high bidder, a judge will consider approving the selection on
Feb. 2, 2011, said Lawrence D. Coppel, the attorney representing
the Maryland Thoroughbred Horsemen's Association and the Maryland
Horse Breeders Association.

The track has been closed since July.

                   About Cloverleaf Enterprises

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


COMMUNITYSOUTH BANK: Closed; CertusBank Assumes All Deposits
------------------------------------------------------------
CommunitySouth Bank and Trust of Easley, S.C., was closed on
January 21, 2011, by the South Carolina State Board of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with CertusBank,
National Association, Easley, South Carolina, a newly-chartered
bank subsidiary of Blue Ridge Holdings, Inc., Charlotte, North
Carolina, to assume all of the deposits of CommunitySouth Bank and
Trust.

The six branches of CommunitySouth Bank and Trust will reopen
during its normal office hours as branches of CertusBank, N.A.
Depositors of CommunitySouth Bank and Trust will automatically
become depositors of CertusBank, N.A.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits. Customers of
CommunitySouth Bank and Trust should continue to use their
existing branch until they receive notice from CertusBank, N.A.,
that it has completed systems changes to allow other CertusBank,
N.A., branches to process their accounts as well.

As of September 30, 2010, CommunitySouth Bank and Trust had around
$440.6 million in total assets and $402.4 million in total
deposits.  CertusBank, N.A., did not pay the FDIC a premium for
the deposits of CommunitySouth Bank and Trust.  In addition to
assuming all of the deposits of the failed bank, CertusBank, N.A.,
agreed to purchase essentially all of the assets.

The FDIC and CertusBank, N.A., entered into a loss-share
transaction on $211.3 million of CommunitySouth Bank and Trust's
assets.  CertusBank, N.A., will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8124.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/commsouth.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $46.3 million.  Compared to other alternatives,
CertusBank, N.A.'s acquisition was the least costly resolution for
the FDIC's DIF.  CommunitySouth Bank and Trust is the fifth FDIC-
insured institution to fail in the nation this year, and the first
in South Carolina.  The last FDIC-insured institution closed in
the state was Williamsburg First National Bank, Kingstree, on
July 23, 2010.


CONNECTOR 2000: Set for Plan Confirmation Hearing
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Connector 2000 Association Inc. can begin soliciting
votes on the Chapter 9 municipal reorganization plan following the
bankruptcy court's approval of the disclosure statement on
Jan. 19.  The court has yet to formally fix the date for the
confirmation hearing to approve the Plan.

Mr. Rochelle relates that approval of the Disclosure Statement was
made possible by a settlement with the South Carolina
Transportation Department.  In July, the SCDT sought dismissal of
the Chapter 9 case, because Connector 2000 is not a
"municipality".  The settlement avoided holding trial on
eligibility for Chapter 9.

Mr. Rochelle reported in November that the Plan deals with
$224 million in senior bonds, $88 million in subordinated bonds,
and $20 million in other liabilities.  The Plan calls for giving
the senior bondholders about $146 million in Tier 1 and Tier 2
bonds.  The new bonds will mature between 2011 and 2051.
Subordinated debt holders, if they vote for the plan, would
receive $2.2 million in Tier 3 bonds.  The revised Disclosure
Statement says that the Tier 1 bonds will consume 71.5% of
projected net revenue while the second-tier bonds take up 16.5% of
net revenue.

                        About Connector 2000

Piedmont, South Carolina-based Connector 2000 Association Inc., is
a non-profit association set up by the South Carolina Department
of Transportation to finance, construct and operate the 16-mile
toll road known as the "Southern Connector" in Greenville County,
and to build the South Carolina Highway 153 Extension.

Connector 2000 filed for Chapter 9 bankruptcy protection on
June 24, 2010 (Bankr. D. S.C. Case No. 10-04467), estimating both
assets and debts to be between $100 million and $500 million.
Judge David R. Duncan presides over the case.  Stanley H.
McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves as
bankruptcy counsel.


CORBIN PARK: Mortgage Debt Has Priority of Mechanic's Liens
-----------------------------------------------------------
Under Kansas mechanic's lien law, WestLaw reports, work that
contractors performed under their separately executed contracts
with a Chapter 11 debtor, as a subsequent purchaser of the
property, created separate lien rights, that could not be tacked
on to the contractors' contracts with the prior owner, for
purposes of allowing them to claim priority for their liens over
an intervening mortgage.  The contractors had actual knowledge of
this change in ownership and of the fact that first priority
secured financing was a prerequisite to their employment by the
debtor to perform additional improvement work on the property.
Contractors' actual knowledge of the secured financing barred them
from denying the intervening mortgage's priority.  In re Corbin
Park, L.P., --- B.R. ----, 2010 WL 5573683 (Bankr. D. Kan.)
(Berger, J.).

A copy of the Honorable Robert D. Berger's Order dated Dec. 16,
2010, finding that loans by Bank of America, N.A. as
administrative agent for Bank of America, N.A., U.S. Bank N.A.,
TierOne Bank, Regions Bank, and Compass Bank have priority over
various mechanic's liens is available at
http://www.ksb.uscourts.gov/images/ksb_opinions/RDB_10-20014-
487.pdf at no charge.

Based in Omaha, Neb., Corbin Park, L.P., acquired part of a 97-
acre, partially developed, shopping center known as Corbin Park in
2008.  Corbin Park sought Chapter 11 protection (Bankr. D. Kan.
Case No. 10-20014) on January 5, 2010.  Carl R. Clark, Esq., and
Jeffrey A. Deines, Esq., at Lentz Clark Deines PA, represent the
Debtor.  The Debtor estimated $50,000,001 to $100,000,000 in
assets and $10,000,001 to $50,000,000 in debts as of the Petition
Date.


CRS MANAGEMENT: Completes Reorganization of Biz, Wants Case Closed
------------------------------------------------------------------
CRS Management Company, LLC, submitted to the U.S. Bankruptcy
Court for the Western District of Oklahoma its Chapter 11 final
report and now is asking that the Court enter a final decree
closing the case.

The Plan of Reorganization filed by the Debtor was confirmed on
October 4, 2010.  Subsequent to the confirmation, new revenue
bonds were issued in replacement of the original issue, in
accordance with the Plan.  The Debtor also closed the sale of the
Villa Facility, and the net proceeds were sent to the trustee bank
for the benefit of the bondholders.

As reported in the Troubled Company Reporter on October 21, 2010,
under the Plan, unsecured claims will receive nothing.  As to
secured claims, the bonds aggregating $19,900,000 will be
exchanged for new bonds in the aggregate amount of $13,000,000,
after which, the bonds will be canceled.  Soon as practicable
after the effective date, the Debtor will convey all of its
rights, title and interest in the collateral, except for the Villa
Center, to Phoenix Services Center LLC, the sole member.

The Debtor's right, title and interest in Villa Center will be
conveyed to the Trustee Bank.

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

       http://bankrupt.com/misc/CRSManagement_AMENDEDds.pdf
       http://bankrupt.com/misc/CRSManagement_modifiedPLan.pdf

                   About CRS Management Company

CRS Management Company LLC owns two community correction
facilities -- one, the Phoenix Center, in Adams County, Colorado,
and the other, the Villa Center, in Weld County, Colorado.

Oklahoma City, Oklahoma-based CRS Management filed for Chapter 11
bankruptcy protection on February 5, 2010 (Bankr. W.D. Okla. Case
No. 10-10531).  Kline Kline Elliot & Bryant, PC, assists the
Debtor in its restructuring effort.  The Debtor disclosed
$16,115,184 in assets and $18,765,000 in liabilities in its
schedules.


DAIS ANALYTIC: David Longacre Has Option to Buy 100,000 Shares
--------------------------------------------------------------
In a Form 5 filing with the Securities and Exchange Commission on
January 19, 2011, David Longacre, vice president of sales at Dais
Analytical Corp., disclosed that he has options to buy 100,000
shares of common stock of the Company, at an exercise price of
$0.27 per share, pursuant to the 2009 Long Term Compensation Plan.
Of the total number of shares subject to the option, 33,333 vest
on July 20, 2011, with an additional 33,333 to vest on January 20,
2012, and, and the final 33,333 to vest on January 20, 2013.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company's balance sheet as of September 30, 2010, showed
$1.7 million in total assets, $5.1 million in total liabilities,
and a stockholders' deficit of $3.4 million.

As reported in the Troubled Company Reporter on April 7, 2010,
Cross, Fernandez & Riley LLP, in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and accumulated deficit of $2.3 million and $32.2 million
at December 31, 2009.


DAMON PURSELL: Seeks Nod to Further Use Cash Collateral
-------------------------------------------------------
Damon Pursell Construction Company asks the U.S. Bankruptcy Cour
for the Western District of Missouri for authority, on a third
interim basis, to continue using cash collateral of Bank of the
West, MCK Partnership, LLC., and Commercial Credit Group, Inc., to
meet its obligations and purchasing needs on a current basis,
which will permit it to operate the Quarry facility.

The Debtor, MCK and CCG have agreed to a continuance of the
Court's second interim order granting the Debtor access to cash
collateral until Dec. 31.

BOW has refused to agree to an extension.  In its third interim
cash collateral motion, the Debtor says BOW has undertaken no
effort to prove up its lien, versus the lien held by MCK, that it
has assumed that MCK has a first lien on the cash collateral, and
that MCK is entitled to the funds being held in the escrow
account.  Nonetheless, because of the nature of the priority
dispute between MCK and BOW, Debtor, MCK and CCG agree to place
certain funds in an already existing escrow account each month.

The escrow account currently contains $160,000, which constitutes
monthly payments of $40,000 for September 2010 through December
2010.  The Debtor reserves the ultimate distribution of funds held
under the escrow account for future determination by the Court or
agreement among the parties.

As further adequate protection, Debtor requests that it be allowed
to grant a security interest for the benefit of MCK, BOW and CCG,
on all post-petition accounts receivable and inventory

As reported in the Troubled Company Reporter on November 1, 2010,
the Bankruptcy Court entered a second interim order authorizing
Damon Pursell Construction Company to access the cash collateral
in which Bank of the West, MCK Partnership, LLC, and Commercial
Credit Group, Inc., claim an interest, until December 31, 2010, to
fund its business postpetition.

The Debtor's indebtedness consists of:

   -- $2,458,302 to MCK;

   -- $3,855,706 to BOW; and

   -- $1,513,873 to CCG.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens on the Debtor's property constituting the
collateral, and any proceeds therefrom.

The Debtor will deposit and hold, in escrow pending further order
of the Court, in a separate bank account with the DIP Bank, the
lesser of (1) $40,000, or (2) all excess cash as provided by the
monthly operating reports, on the 15th day of each month,
beginning on October 15, and continuing until the order
terminates.

The Debtor must at all times satisfy each of these conditions:

   a. the Debtor must maintain inventory at its quarry with a cost
      value of not less than $1,800,000; and

   b. the Debtor's accounts receivable aged less than 90 days will
      have a value of not less than $800,000.

   c. The Debtor must maintain current levels of insurance.

             About Damon Pursell Construction Company

Kansas City, Missouri-based Damon Pursell Construction Company
operates in the heavy construction industry.  The Company engages
in the site development and construction of large grading
projects, streets, highways, parks, schools, residential and
commercial facilities, railroads, landfills, levees, waterways,
and utility sites.  The Company filed for Chapter 11 bankruptcy
protection on September 15, 2010 (Bankr. W.D. Mo. Case No.
10-44965).  Thomas G. Stoll, Esq., at Dunn & Davison, LLC, assists
the Debtor in its restructuring effort.  In its schedules, the
Debtor disclosed $18,458,000 in assets and $11,981,801 in
liabilities as of the Petition Date.


DEBUT BROADCASTING: Renews Employment Pacts with 3 Executives
-------------------------------------------------------------
On January 18, 2011 the Board of Directors of Debut Broadcasting
Corporation, Inc., amended the Employment Agreements originally
dated May 7th, 2009 and effective May 24th 2009 with Robert
Marquitz, Ronald Heineman, and Sariah Hopkins effective January 1,
2011.  The Agreements were renewed with a term of five years, and
will expire on December 31, 2016 with the option to renew for one
additional year if not canceled in writing by the company upon
expiration.  Under the Employment Agreement, upon the occurrence
of the executive's termination of employment without cause by the
company, he or she will be entitled to the amount of compensation
due to the executive under the greater of the remaining term of
the agreement or 36 months.

                      About Debut Broadcasting

Debut Broadcasting Corporation, Inc. (OTC BB: DBTB) --
http://www.debutbroadcasting.com/-- is a radio broadcasting and
syndication company that produces and distributes syndicated radio
programming to radio stations in the United States and Canada.
The company maintains radio syndication in Nashville, Tenn., and
produces and distributes 15 radio programs, which are broadcasted
over approximately 1,400 radio station affiliates.  It owns and
operates five broadcast radio stations, which include WIQQ FM
102.3 MHz in Leland, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in
Greenville, and WNLA FM 105.5 MHz and WNLA AM 1380 kHz in
Indianola, Miss.  The company is based in Nashville, Tenn.

The Company's balance sheet at September 30, 2010, showed
$4,646,466 in total assets, $4,816,281 in total liabilities, and a
$169,816 stockholders' deficit.

According to the Form 10-Q for the quarter ended Sept. 30, 2010,
the continuation of Debut Broadcasting as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Debut Broadcasting to obtain
necessary equity financing to continue operations, and the
attainment of profitable operations.  As of September 30, 2010,
Debut Broadcasting has accumulated losses since inception.  These
factors raise substantial doubt regarding Debut Broadcasting's
ability to continue as a going concern.  These financial
statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should Debut Broadcasting be
unable to continue as a going concern.


DILLARD INC: Fitch to Keep 'BB-' After REIT Formation
-----------------------------------------------------
Fitch Ratings anticipates no rating implications for Dillard's
Inc. from its formation of a wholly-owned real estate investment
trust.

Various Dillard's entities will transfer their interests in
certain real properties to the REIT, and will lease the properties
back from the REIT under 'triple net' leases.  The formation of
the REIT will enable the company to issue debt or preferred stock
going forward.  Based on Fitch's understanding of the new
structure, and given the amount of assets that are likely to be
transferred and Dillard's ownership interest in the REIT, there
will be no material impact to Dillard's credit profile.  Dillard's
currently owns close to 87% of its real estate.

Dillard's, Inc.

   * Long-term Issuer Default Rating (IDR) 'BB-';
   * $1.2 billion secured credit facility 'BB+';
   * Senior unsecured notes 'BB-';
   * Capital securities 'B'.

The Rating Outlook is Stable.


EAT PIZZA: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EAT Pizza, LLC
        P.O. Box 195
        Saint Johns, MI 48879

Bankruptcy Case No.: 11-00473

Chapter 11 Petition Date: January 19, 2011

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Scott A. Chernich, Esq
                  FOSTER, SWIFT, COLLINS & SMITH, P.C.
                  313 S. Washington Square
                  Lansing, MI 48933
                  Tel: (517) 371-8133
                  E-mail: Jphillips@fosterswift.com

Scheduled Assets: $67,041

Scheduled Debts: $1,493,646

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb11-00473.pdf

The petition was signed by Eric Arntson, CEO and sole member.


EDUCATION MANAGEMENT: Moody's Puts 'B1' Rating on $759MM Loan
-------------------------------------------------------------
Moody's Investors Service revised Education Management LLC's
ratings outlook to stable from positive.  Moody's also assigned B1
ratings to the company's amended/extended $328 million revolving
credit facility due 2015 and $759 million senior secured term loan
due 2016.  Moody's affirmed the B1 ratings on the non-extended
portions of the $114 million revolving credit facility due 2012
and $353 million senior secured term loan due 2013.  Moody's also
affirmed the B1 corporate family rating, the B1 probability-of-
default rating, the B2 rating on the senior unsecured notes due
2014, and the B3 rating on the senior subordinated notes due 2016.
Moody's also affirmed the SGL-1 speculative grade liquidity
rating.

Ratings assigned:

   * $328 million senior secured revolving credit facility due
     2015 at B1 (LGD3, 45%);

   * $759 million senior secured term loan due 2016 at B1 (LGD3,
     45%).

Ratings affirmed:

   * Corporate Family Rating at B1;
   * Probability-of-Default Rating at B1;
   * $114 million senior secured revolving credit facility due
     2012 at B1 (LGD3, 45%);
   * $353 million senior secured term loan due 2013 at B1 (LGD3,
     45%);
   * $375 million senior unsecured notes due 2014 at B2 (LGD5,
     75%);
   * $48 million senior subordinated notes due 2016 at B3 (LGD6,
     96%).

The outlook revision reflects negative industry headwinds due to
significant uncertainty over the final form and long-term effects
of the Department of Education's pending gainful employment
guidelines, generally increased government regulation and industry
oversight, and potential challenges complying with ongoing
regulatory metrics such as the "90/10 Rule" due to the reduced
availability of private loans and pressure on students ability
to pay tuition in cash.  The outlook revision also incorporates
Moody's concern that any potential actions to conform with gainful
employment guidelines will likely have negative implications for
enrollment and profitability.

The DOE proposed guidelines in July 2010 that would impose minimum
student repayment and maximum debt-to-income requirements on
educational programs in order for their students to remain
eligible for Title IV programs.  Under the "90/10 Rule", an
institution will cease to be eligible to participate in Title IV
programs if, on a cash accounting basis, more than 90% of its
revenues for each of two consecutive fiscal years were derived
from Title IV programs.

Education Management's B1 corporate family rating is supported by
its business position as one of the largest providers of post-
secondary education in the U.S., significant scale with revenues
in excess of $2.5 billion, the diversity of its academic programs,
moderate leverage with debt to EBITDA below 3.5 times, good
interest coverage metrics, positive free cash flow generation
despite material discretionary capital expenditures, and
demonstrated ability to increase enrollment levels through
economic cycles.  Education Management has experienced limited
downside risk in a higher unemployment environment and even
benefited from increased enrollments as workers seek retraining.
Notwithstanding these positives, the rating also considers that
Education Management will face significant challenges related to
proposed DOE gainful employment regulations, high levels of
discretionary capital spending that limits free cash flow
generation, increased bad debt expense, and continued pressure on
the private student loan market.  In addition, Title IV programs
are generally dependent on government's willingness to invest in
education and are subject to political and budgetary concerns.

The stable outlook builds in tolerance for some deterioration in
profitability and credit metrics as Education Management takes
actions to conform with gainful employment guidelines.

Upward ratings momentum is currently limited due to significant
uncertainty over the long-term effects of gainful employment on
Education Management's revenue and earnings.  However, the ratings
could experience positive pressure to the extent that over-time,
the company can demonstrate compliance with gainful employment
rules and other regulatory requirements, while sustaining its
current earnings levels and credit metrics, and a very good
liquidity profile.

Barring an exogenous event, Moody's does not anticipate negative
ratings pressure.  However, a sustained contraction in the
company's profitability, a change in the competitive landscape, or
deterioration in its liquidity profile could result in ratings
pressure.  A change in financial policy, including debt-financed
acquisitions or increased shareholder enhancement activities could
also pressure the outlook and/or ratings.

The affirmation of the SGL-1 speculative grade liquidity reflects
Moody's view that liquidity will remain very good in the near-
term, supported by a large unrestricted cash balance, expectations
for positive free cash flow and meaningful cushion under financial
covenants though offset by limited available capacity under its
revolving credit facility.

The principal methodologies used in this rating were Global
Business & Consumer Service Industry 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.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue.  The
company had revenues of approximately $2.6 billion for the twelve
months ended September 30, 2010.


EMPIRE ONE: Authorized to Sell Business to Media 3
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Empire One Telecommunications Inc. was authorized by
the bankruptcy judge on Jan. 19 to sell its business to Media 3
Communications Inc., a designee for Lexicon United Inc.  The price
is $800,000, plus the assumption of as much as $600,000 in
liabilities. The sale was contemplated in the Chapter 11 plan
filed in September.

Empire One Telecommunications, Inc., also known as EOT, is a
facilities-based competitive local-exchange carrier operating in
Brooklyn, New York.  It filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-10987) on February 25, 2010.  Judge Allan L.
Gropper presides over the case.

Michael J. Barrie, Esq., and Raymond H. Lemisch, Esq., at Benesch,
Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware,
represent the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million in its Chapter 11 petition.


EMPIRE TODAY: S&P Assigns Preliminary 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Chicago-based Empire Today LLC.  The
outlook is stable.

At the same time, S&P assigned S&P's preliminary 'B' issue rating
to the Company's $150 million senior secured notes due 2016.  The
preliminary recovery rating is '4', indicating S&P's expectation
for average (30%-50%) recovery in the event of a payment default.
The ratings are based on preliminary terms and closing conditions,
and subject to final review upon receipt of final documentation.
The Company intends to use net proceeds to repay existing
indebtedness, to pay a dividend, and to pay various corporate
expenses.

S&P estimates Empire will have about $150 million in debt
outstanding when the transaction is finalized.

The ratings on Empire reflect the risks S&P sees in that the
Company relies on discretionary consumer spending for major home
improvement projects, requires effective TV advertising to
generate customer leads, and offers a narrow product selection,
primarily in residential replacement flooring.

"The ratings also reflect a financial policy which we view as
aggressive," said Standard & Poor's credit analyst Brian Milligan,
"basing our view on the substantial dividend activity that
occurred prior to the Company encountering credit metric
deterioration and operational restructuring events."  As such,
S&P views the Company's business risk profile as vulnerable and
the financial risk profile as highly leveraged.


ENCOMPASS DIGITAL: S&P Assigns Preliminary 'B' Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Los Angeles-based Encompass Digital
Media Inc. The outlook is stable.

S&P also assigned S&P's preliminary 'B+' issue-level rating and
preliminary '2' recovery rating to the Company's proposed
$195 million senior secured credit facility, consisting of a
$175 million term loan B and a $20 million revolver due 2016.
The preliminary recovery rating of '2' indicates S&P's expectation
for substantial recovery (70%-90%) in the event of default.  The
Company also plans to retain $95 million of existing debt, which
will be converted into a second-lien term loan with a payment-in-
kind (PIK) interest component, which S&P do not rate.

Encompass plans to use the proceeds to fund the approximately
$120 million acquisition of Ascent Media's content distribution
business, repay existing debt, and cover related fees.  S&P
expects to assign final ratings upon closing of the proposed
transaction and S&P's review of final documentation.

"The preliminary ratings on Encompass reflect a weak business risk
profile, including high customer concentration, a narrow
addressable market and a highly leveraged financial risk profile,"
said Standard & Poor's credit analyst Michael Senno.  Further,
despite an experienced management team, Encompass has a limited
operating history, having been founded in 2008.  These risks more
than offset positive factors such as the Company's long-term
guaranteed contracts with good credit quality customers, high
barriers to entry, and S&P's expectation for increased margins due
to the additional scale and diversity gained from the proposed
acquisition.  S&P expects EBITDA margins to improve from about 23%
on a pro forma basis for the last 12 months ended Nov. 30, 2010,
to above 25% in the next year and toward the high-20% range in the
intermediate term.


ENTERPRISE BANKING: Closed; FDIC Creates DINB for Depositors
------------------------------------------------------------
Enterprise Banking Company of McDonough, Ga., was closed on
January 21, 2011, by the Georgia Department of Banking and
Finance, which appointed Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC created the Deposit
Insurance National Bank of McDonough (DINB), which will remain
open until January 28, 2011, to allow depositors access to their
insured deposits and time to open accounts at other insured
institutions.

At the time of closing, the receiver immediately transferred to
the DINB all insured deposits of Enterprise Banking Company,
except for brokered deposits, certificates of deposit (CDs) and
individual retirement accounts (IRAs).  The receiver also
transferred to the DINB all secured deposits of public entities.

The FDIC will mail checks directly to customers with CDs and IRAs.
For the brokered deposit customers, the FDIC will pay the brokers
directly for the amount of their insured funds.  Customers with
brokered deposits should contact their brokers directly for
information concerning their money.

The main office and all branches of Enterprise Banking Company
will re-open during normal banking hours, and will provide limited
services.  The DINB will maintain limited business hours for
Enterprise Banking Company.  All government direct deposits,
including Social Security checks, have been redirected to United
Community Bank of Blairsville, Ga., which will process them at the
same time as in the past.  Banking activities, such as writing
checks, ATM and debit card withdrawals, can continue normally for
former customers of Enterprise Banking Company until January 26,
2011.  Official checks of Enterprise Banking Company will continue
to clear and will be issued to customers who will be closing their
accounts.

All insured depositors of Enterprise Banking Company are
encouraged to transfer their insured funds to other banks during
this transitional period.  They may do so by asking their new bank
to electronically transfer their deposits from the DINB or by
writing checks for the amount in their accounts.  For depositors
who have not closed or transferred their accounts on or before
January 28, 2011, the FDIC will mail checks to the address of
record for the amount of the insured funds.

Under the FDI Act, the FDIC may create a deposit insurance
national bank to ensure that depositors have continued access to
their insured funds where no other bank has agreed to assume the
insured deposits.  This arrangement allows for uninterrupted
direct deposits and automated payments from customers' accounts
and allows them time to find another institution with which to do
business.

As of September 30, 2010, Enterprise Banking Company had $100.9
million in total assets and $95.5 million in total deposits.  At
the time of closing, the amount of deposits exceeding the
insurance limits was undetermined.  Uninsured deposits were not
transferred to the DINB.  The amount of uninsured deposits will be
determined once the FDIC obtains additional information from those
customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-405-8251 to set up an appointment to
discuss their deposits.  Customers who would like more information
on the transaction should visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/enterprise.html

Beginning January 24, depositors of Enterprise Banking
Company with more than $250,000 at the bank may visit the
FDIC's Web page "Is My Account Fully Insured?" at
http://www2.fdic.gov/dip/Index.aspto determine their
insurance coverage.

The FDIC as receiver will retain all the assets from Enterprise
Banking Company for later disposition. Loan customers should
continue to make their payments as usual.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $39.6 million.  Enterprise Banking Company is the fourth
FDIC-insured institution to fail in the nation this year, and the
second in Georgia.  The last FDIC-insured institution closed in
the state was Oglethorpe Bank, Brunswick, on January 14, 2011.


EXTERRA ENERGY: Incurs $726,800 Net Loss in November Quarter
------------------------------------------------------------
Exterra Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $726,784 on $97,162 of revenue for the
three months ended November 30, 2010, compared with a net loss of
$413,282 on $65,031 of revenue for the same period a year ago.

The Company's balance sheet at November 30, 2010, showed
$5.15 million in total assets, $6.77 million in total liabilities,
and a $1.62 million stockholders' deficit.

As reported in the Troubled Company Reporter on September 20,
2010, MaloneBailey LLP, in Houston, Tex., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that the Company has
incurred losses since inception and had defaulted on certain
outstanding notes payable.

A full-text copy of the latest quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?725c

                        About Exterra Energy

Amarillo, Tex.-based Exterra Energy, Inc., is an independent oil
and gas exploration and development company focused on building
and revitalizing a diversified portfolio of oil and gas assets
located in the State of Texas.  In addition to exploration, the
Company seeks to acquire existing production, as well as
underperforming oil and gas assets that it believes it can
revitalize in a short period of time.


FAIRPOINT COMMUNICATIONS: Verizon Appealing Plan Approval
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported last week that Verizon Communications Inc. is appealing
the order last week confirming the Chapter 11 plan for FairPoint
Communications Inc., a local exchange carrier that bought
Verizon's fixed-line business in part of New England.

The report relates that New York-based Verizon tried
unsuccessfully at the confirmation hearing early this month to
block approval of the reorganization.  It contended that the plan
exceeded the bankruptcy court's powers by precluding a lawsuit
Verizon might bring against Capgemini U.S. LLC based on claims
having nothing to do with FairPoint.  FairPoint said it intends to
implement the plan by the end of the month.

                 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. S.D.N.Y. 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.


FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 29% Off
-----------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 71.00 cents-on-the-dollar during the week ended January 21,
2011, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.58 percentage points from the previous week, The Journal
relates.  The Journal relates.  The Company pays 275 basis points
above LIBOR to borrow under the facility, which matures on
March 31, 2015.  Moody's has withdrawn its rating, while Standard
& Poor's does not rate the bank debt.  The loan is one of the
biggest gainers and losers among 175 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                  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
October 26, 2009 (Bankr. S.D.N.Y. 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.


FANNIE MAE: Gov't to Delay Recommendations Report
-------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the Obama
administration is likely to miss a deadline for issuing a long-
awaited report about the future of Fannie Mae and Freddie Mac, and
what might replace them.

According to the Journal, the Dodd-Frank law enacted last year to
overhaul financial-industry regulations didn't address how to
reshape the troubled mortgage concerns, which have cost taxpayers
a combined $134 billion since they were taken over by the
government in 2008.  But the law did require the Treasury
Department to report recommendations for Fannie and Freddie by
Jan. 31.

The Journal relates the administration now plans to release the
report by mid-February.  According to the Journal, officials say
the delay is needed to accommodate other major policy initiatives,
including next month's release of the annual budget and the
president's State of the Union address.

According to the Journal, people familiar with the matter say a
final proposal has also been stymied by turnover of senior staff
that had been heavily involved in drafting the report.  There have
also been policy disagreements between Treasury and White House
officials, which has complicated efforts to reach consensus, these
people said.

The Journal's sources said due to the lack of agreement, once a
final report is released it is likely to contain two or three
proposals for what should replace Fannie and Freddie, and
discussions of the merits and drawbacks of the different
approaches.  According to the sources, one of the proposals will
outline a way for the government to continue backing certain
mortgage-backed securities, while another will discuss how to
structure a market with no government guarantees.  The report also
is likely to include a detailed road map for the short-term steps
that can be taken to prepare for a transition to either model.

Fannie Mae and Freddie Mac own or guarantee around half of the
$10.6 trillion in U.S. home loans outstanding.  The firms buy
mortgages from lenders and sell them as securities to investors,
guaranteeing to make investors whole if borrowers default.
Without any government guarantee, some investors are likely to
demand higher rates. Others won't invest at all.

The Journal also reports a report to be issued this week by the
Center for American Progress, a liberal think tank with close ties
to the Obama administration, provides one of the most detailed
road maps yet for how to create that structure.  Under the
proposal, according to the Journal, the firms that issue
government-guaranteed securities wouldn't be controlled by banks
and would be chartered by regulators.  Multiple firms would issue
the same security, allowing for mortgage bonds to continue trading
even if one issuer became insolvent.  The loan limits would
restrict the companies to serving middle-class homeowners.

Louise Story, writing for The New York Times, reports that Wells
Fargo and some other large banks would like private companies,
perhaps even themselves, to become the new housing finance giants
helping to bundle individual mortgages into securities -- that
would be stamped with a government guarantee.  The NY Times says
the banks have presented their ideas publicly through trade
groups.  The NY Times relates housing industry consultants and
people familiar with recent meetings at the Treasury Department
say these banks view the government's overhaul of the mortgage
market as a potential profit opportunity.  The NY Times says
Treasury officials have met with executives from several
institutions, including Wells Fargo, Morgan Stanley, Goldman Sachs
and Credit Suisse, according to a public listing of the meetings.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                     About Freddie Mac

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

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


FKF MADISON: Developer Seeks to Hand Over Park to Trustee
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Developer Ira Shapiro has
moved to put the embattled One Madison Park condominium
development into the hands of a bankruptcy trustee and challenged
rival Cevdet Caner to unveil his restructuring ideas for the
stalled project.

According to the report, papers filed in the middle of a duel for
control of the Manhattan development say Shapiro is ready to
abandon his post at the helm and allow Caner and anyone else who
wants to file Chapter 11 turnaround proposals.  The report relates
that attorneys for Mr. Caner could not immediately be reached for
comment on the filing, which came in the U.S. Bankruptcy Court in
Wilmington, Del. Judge Kevin Gross is presiding over the trial of
Caner's bid to oust Shapiro on the grounds he is only a minority
stakeholder in the management firms.  That trial continues in
Delaware, while financiers eye the prospect of profiting from One
Madison's distress. Shapiro is allied with developer Ira Bruce
Eichner, who has offered to infuse new cash into the building by
way of a Chapter 11 plan, the report notes.

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


FLORIDA EAST: S&P Lowers Rating on Upsized $475MM Notes to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Jacksonville, Fla.-based Florida East Coast
Railway Corp. (FECR).  The outlook remains stable.  At the same
time, S&P lowered the issue-level rating on the Company's
upsized $475 million senior secured notes due in 2017 to 'B' from
'B+', and S&P revised the recovery rating on the notes to '3' from
'2'.

"The ratings on FECR reflect the Company's limited geographic and
end-market diversity, highly leveraged capital structure, and very
aggressive financial policy," said Standard & Poor's credit
analyst Anita Ogbara.  "The Company's participation in the
relatively stable U.S. freight railroad industry, along with its
efficient operations and minimal capital expenditure requirements,
partially offset these weaknesses."

S&P characterizes the Company's business profile as fair, its
financial profile as highly leveraged, and its liquidity as
adequate.

FECR is a regional Class II railroad that operates 351 miles of
mainline track between Jacksonville and Miami.  Fortress
Investment Group acquired Florida East Coast Industries Inc.
(FECI) in July 2007; previously, FECI was a publicly held Company.
FECR Rail LLC and FECR Rail Corp. were formed to hold the rail
transportation operating segments of FECI.  The Company's fleet of
owned and leased equipment consists of 85 diesel electronic
locomotives, 4,921 freight cars, and 1,708 trailers, containers,
and chassis.  S&P expects the Company to generate operating
revenues and EBITDA of about $200 million and $72 million,
respectively, for the fiscal year ended Dec. 31, 2010.  FECR's
primary business segments are intermodal (53% of fiscal year-end
2009 revenues), carload (39%), and other freight revenues (8%).

The issue-level rating on FECR's senior secured debt is 'B' (the
same as the corporate credit rating), and the recovery rating is
'3', indicating S&P's expectation that lenders would receive
meaningful (50% to 70%) recovery in a payment default scenario.

The outlook is stable.  In the near term, S&P expects rail volumes
and intermodal market conditions to continue to strengthen and
improve FECR's operating profitability, cash flow, and liquidity.
S&P could raise the ratings if funds from operations (FFO) to debt
rises above 10% on a sustained basis.  Although less likely, S&P
could lower the ratings if the Company does not improve its
earnings and cash flow and if FFO remains in the mid-single-digit
percent area.


FREDDIE MAC: Gov't to Delay Recommendations Report
--------------------------------------------------
The Wall Street Journal's Nick Timiraos reports that the Obama
administration is likely to miss a deadline for issuing a long-
awaited report about the future of Fannie Mae and Freddie Mac, and
what might replace them.

According to the Journal, the Dodd-Frank law enacted last year to
overhaul financial-industry regulations didn't address how to
reshape the troubled mortgage concerns, which have cost taxpayers
a combined $134 billion since they were taken over by the
government in 2008.  But the law did require the Treasury
Department to report recommendations for Fannie and Freddie by
Jan. 31.

The Journal relates the administration now plans to release the
report by mid-February.  According to the Journal, officials say
the delay is needed to accommodate other major policy initiatives,
including next month's release of the annual budget and the
president's State of the Union address.

According to the Journal, people familiar with the matter say a
final proposal has also been stymied by turnover of senior staff
that had been heavily involved in drafting the report.  There have
also been policy disagreements between Treasury and White House
officials, which has complicated efforts to reach consensus, these
people said.

The Journal's sources said due to the lack of agreement, once a
final report is released it is likely to contain two or three
proposals for what should replace Fannie and Freddie, and
discussions of the merits and drawbacks of the different
approaches.  According to the sources, one of the proposals will
outline a way for the government to continue backing certain
mortgage-backed securities, while another will discuss how to
structure a market with no government guarantees.  The report also
is likely to include a detailed road map for the short-term steps
that can be taken to prepare for a transition to either model.

Fannie Mae and Freddie Mac own or guarantee around half of the
$10.6 trillion in U.S. home loans outstanding.  The firms buy
mortgages from lenders and sell them as securities to investors,
guaranteeing to make investors whole if borrowers default.
Without any government guarantee, some investors are likely to
demand higher rates. Others won't invest at all.

The Journal also reports a report to be issued this week by the
Center for American Progress, a liberal think tank with close ties
to the Obama administration, provides one of the most detailed
road maps yet for how to create that structure.  Under the
proposal, according to the Journal, the firms that issue
government-guaranteed securities wouldn't be controlled by banks
and would be chartered by regulators.  Multiple firms would issue
the same security, allowing for mortgage bonds to continue trading
even if one issuer became insolvent.  The loan limits would
restrict the companies to serving middle-class homeowners.

Louise Story, writing for The New York Times, reports that Wells
Fargo and some other large banks would like private companies,
perhaps even themselves, to become the new housing finance giants
helping to bundle individual mortgages into securities -- that
would be stamped with a government guarantee.  The NY Times says
the banks have presented their ideas publicly through trade
groups.  The NY Times relates housing industry consultants and
people familiar with recent meetings at the Treasury Department
say these banks view the government's overhaul of the mortgage
market as a potential profit opportunity.  The NY Times says
Treasury officials have met with executives from several
institutions, including Wells Fargo, Morgan Stanley, Goldman Sachs
and Credit Suisse, according to a public listing of the meetings.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

                     About Freddie Mac

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

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


FRITZ BLAU: Blames Recession for Chapter 11 Bankruptcy Filing
-------------------------------------------------------------
Fritz Blau Industries, Inc., doing business as Bridgeport Harley-
Davidson, filed for Chapter 11 protection on Jan. 20, 2011 (Bankr.
D. Conn. Case No. 11-50080).

The Debtor estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.

Hartford Courant reports that Company officials expect to emerge
from Chapter 11 without any disruption to any of their current
customers or business partners.

According to the report, Company president William F. Blau III
explained: "Our family has been proudly serving Harley-Davidson
riders for three generations.  The recent recession has been very
hard on our customers. As a result we have concluded that we must
restructure under Chapter 11 to insure uninterrupted service to
all our customers who depend on us.  To guide us through the
Chapter 11 process, we have retained Alderman & Alderman, and will
be working closely with Myles Alderman."

Attorney Myles Alderman commented: "The reorganization of a
business like Bridgeport Harley-Davidson is never easy.  However,
management and the company's customer base share a common
appreciation for the great tradition of Harley-Davison
motorcycles.  Therefore, I believe this company is a good
candidate for a successful reorganization."

Bridgeport Harley-Davidson was closed Thursday morning to address
the business reorganization.  The Company was scheduled to resume
normal business hours Friday January 21, 2011.


GENERAL GROWTH: Seeks Disallowance of Eurohypo's $85-Mil. Claim
---------------------------------------------------------------
Reorganized General Growth Properties, Inc., and its units ask the
Court to disallow a claim for $85.6 million filed by Eurohypo AG,
New York Branch, as administrative agent under a February 24, 2006
credit agreement.

The 2006 Lenders seek payment of about $85.6 million in
postpetition interest at the contractual default rate where they
were not contractually entitled to it other than by virtue of an
ipso facto clause triggered by the Debtors' Chapter 11 filings,
Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, argues.  However, the 2006 Lenders failed to accelerate the
2006 Loan before the Petition Date, a condition precedent to the
2006 Lenders' right to collect default interest under the 2006
Credit Agreement and New York law, he contends.

Mr. Holtzer avers that under New York law, which governs the 2006
Loan, a lender will not be entitled to default-rate interest
unless it takes the affirmative steps necessary to invoke that
right under the applicable loan agreement.  A review of the
circumstances leading to the filing of the Chapter 11 cases shows
that the 2006 Lenders acted in their own economic interests in
deciding not to accelerate the loan in the run-up to the filing
of the Chapter 11 cases, he points out.  That choice turned out
to be a very wise one, as the results of the Chapter 11 cases --
including full payment to the 2006 Lenders -- demonstrate, he
asserts.  "Having made the economic choice to forbear from
accelerating the loan, the 2006 Lenders cannot now undo that
choice," he stresses.

The only other provision of the 2006 Credit Agreement that could
trigger a claim for default-rate interest is a provision
purporting to accelerate the 2006 Loan automatically upon a
bankruptcy filing, Mr. Holtzer asserts.  That ipso facto clauses
however are not enforceable as a basis for demand of postpetition
interest at the default rate, he maintains.  He adds that the
dispute remains whether the 2006 Lenders should also receive,
over and above distributions received under the First Amended
Joint Plan of Reorganization, postpetition interest calculated at
an additional 2% default rate and compounding of interest during
the pendency of these Chapter 11 cases at that additional default
rate, as well as the institution of "Base Rate" interest on
certain LIBOR contracts whose terms had not run as of the
Petition Date.

The Court will consider the Reorganized Debtors' objection on
March 10, 2011.  Objections are due no later than February 10.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL GROWTH: Objects to NY Comptroller's $12MM Cure Claim
------------------------------------------------------------
Reorganized General Growth Properties, Inc., and its units seek
the disallowance of the Comptroller of the State of New York's
claim for more than $12 million.

Counsel to the Reorganized Debtors, Gary T. Holtzer, Esq., at
Weil, Gotshal & Manges LLP, in New York, insists that the
Reorganized Debtors should not be required to pay more than over
$12 million in postpetition interest at the default rate on a
promissory note dated February 8, 2008.  He contends that the
only basis for the Comptroller's claim is the purported automatic
acceleration of the loan triggered by GGP, Inc., f/k/a General
Growth Properties, Inc.'s Chapter 11 filing.  However, GGP was
not in default under the Homart Note as of the Petition Date, he
stresses.

While the Comptroller contended that the ipso facto default
clause is still valid because the Homart Note is not an executory
contract, the Comptroller's position ignores the Bankruptcy
Code's policy against penalizing a debtor for seeking relief
under Chapter 11, Mr. Holtzer contends.  He asserts that under
the Third Amended Joint Plan of Reorganization, the Homart Note
was cured and reinstated pursuant to Section 1124(2) of the
Bankruptcy Code.  By its argument, the Comptroller would have the
Court believe that the Debtors' cure and reinstatement of the
Homart Loan under the Plan still left GGP saddled with a default
interest obligation for the period of the Chapter 11 cases, he
complains.

"Forcing GGP to pay default interest on a loan where the only
basis for claiming default interest is the filing of the cases
and the loan was cured and reinstated is antithetical to the
goals of Chapter 11 and would provide the Comptroller with a
windfall," Mr. Holtzer avers.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL GROWTH: Brookfield Buys Fairholme's GGP Stake for $1.7BB
----------------------------------------------------------------
Brookfield Asset Management Inc. announced on January 18, 2011, it
has signed an agreement to acquire 113.3 million common stock
shares in General Growth Properties, Inc. ("New GGP") from The
Fairholme Fund, in a transaction valued at $1.7 billion.  The
transaction increases Brookfield's consortium ownership of New GGP
from 27% to 38%.

Brookfield will issue 27.5 million Class A shares valued at $907
million to Fairholme based on stock market prices and pay $804
million in cash from general corporate sources to acquire the New
GGP shares.  On completion of the transaction, Fairholme will own
a 4.5% equity interest in Brookfield.

Fairholme is selling its entire common share holding in New GGP,
but continues to own warrants to acquire common shares in New GGP.

"We are pleased to have this opportunity to substantially increase
our ownership in General Growth's market dominant portfolio of
premier shopping malls at an attractive valuation," said Bruce
Flatt, Chief Executive Officer of Brookfield.  "Fairholme's team
provided unwavering support during the recapitalization of General
Growth and as one of the top performing mutual fund managers of
the last decade, we welcome them as investors in Brookfield."

Fairholme has agreed to certain restrictions on the acquisition of
additional shares of Brookfield.  Brookfield's purchase of
Fairholme's shares in New GGP complies with the agreement entered
into at the time of the restructuring of New GGP, which limits the
Brookfield consortium's ownership to 45% of New GGP.

The Fairholme sale "validates both Brookfield and Fairholme
strategy in being investors," said Ben Thypin, senior market
analyst at New York-based, in a separate report by Bloomberg News.
"I don't think there's a reason to sell now unless they're set to
make a good profit," Mr. Thypin said in the Bloomberg interview.

As of November 30, 2010, Fairholme held 115 million shares of GGP
common stock, Bloomberg related.  Fairholme targeted the sale of
its stake to Brookfield to be completed on or about January 25,
the report related.

A separate report by Kris Hudson of The Wall Street Journal wrote
that the proceeds of the sale will boost Fairholme's stockpile to
$4 billion.  The Journal disclosed that Fairholme earlier made a
profit of $400 million when General Growth bonds worth $2 billion
it bought at a discount were paid in full.

According to a January 19, 2011, The Canadian Press report,
Brookfield will issue 8.6 million preferred shares at $25 per
share to raise proceeds of $215 million.  Brookfield contemplates
to use the money to fund, among other things, a portion of its
purchase of the Fairholme stake in New GGP, the report disclosed.

                         *     *     *

Brookfield Retail Holdings LLC filed with the U.S. Securities and
Exchange Commission a Schedule 13D on January 19, 2011, to
disclose that Brookfield (US) Investments Ltd., a Bermuda limited
company and a wholly-owned subsidiary of Brookfield ("BUSI") and
Brookfield US Corp. entered into a share purchase agreement with
Fairholme, pursuant to which, subject to the satisfaction of
certain closing conditions, in exchange for $804,079,9850 in cash
and the issuance to Fairholme Fund of an aggregate of 27,500,000
Class A Limited Voting Shares of Brookfield:

  (i) BUSI agreed to acquire and purchase from Fairholme
      Fund 39,403,972 shares of New GGP common stock; and

(ii) US Corp. agreed to acquire and purchase from Fairholme
      Fund 73,927,484 shares of New GGP common stock.

Pursuant to the Share Purchase Agreement, among other things,
Fairholme Fund agreed to grant BUSI and US Corp. a right of first
offer to acquire any warrants or any shares of Common Stock
issuable upon exercise of the Warrants held by Fairholme Fund
which Fairholme Fund desires to sell or otherwise transfer for the
two years following the closing of the transactions contemplated
by the Share Purchase Agreement.

On January 17, 2011, Brookfield also entered into a performance
guarantee with Fairholme Fund pursuant to which Brookfield agreed
to unconditionally guarantee to Fairholme Fund the fulfillment and
performance of certain obligations of BUSI and US Corp. to
Fairholme Fund under the Share Purchase Agreement.

As of January 19, 2011, Brookfield Retail Holdings LLC and its
investment vehicles beneficially own these shares of New GGP
common stock and have shared voting and dispositive powers on
those shares:

                          Amt. of Shares       % of Total
                          Beneficially         Outstanding
Entity                      Owned                Shares
------                   --------------       -----------
Brookfield Retail
Holdings LLC                288,416,030             28.4%

Brookfield Retail
Holdings II LLC             288,416,030             28.4%

Brookfield Retail
Holdings III LLC            288,416,030             28.4%

Brookfield Retail
Holdings IV-A LLC             8,542,736              0.9%

Brookfield Retail            17,051,016              1.8%
Holdings IV-B LLC

Brookfield Retail
Holdings IV-C LLC             5,712,453              0.6%

Brookfield Retail
Holdings IV-D, LLC            5,712,453              0.6%

Brookfield Retail
Holdings V LP                19,223,975                2%

Brookfield Asset
Management Inc.             288,416,030             28.4%

Trilon Bancorp Inc.         288,416,030             28.4%

Brookfield Asset
Management Private
Institutional Capital
Adviser (Canada) LP         288,416,030             28.4%

Brookfield Private
Funds Holdings Inc.         288,416,030             28.4%

Brookfield Retail
Split LP                    288,416,030             28.4%

Brookfield US Holdings Inc. 288,416,030             28.4%

Brookfield US Corp.         288,416,030             28.4%

Brookfield REP GP Inc.      288,416,030             28.4%

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GENERAL MOTORS: Treasury Optimistic on Rise of New GM Stock
-----------------------------------------------------------
Ron Bloom of the U.S. Department of the Treasury says the recent
surge of General Motors Co.'s stock price bodes well with the
company's goal to cut ties with the U.S. Government, Sharon Terlep
of The Wall Street Journal wrote on January 11.

In an interview with the Journal, Mr. Bloom stated that the
Government is pleased with the company's share price performance
and is serious about selling the remainder of its stake in the
company.  "At some point we are going to sell the remainder of our
shares so [the stock price increase] is a good thing," Mr. Bloom
was quoted by the Journal as saying.

However, Mr. Bloom made clear that the Treasury's desire to exit
from GM will be balanced with its recoupment of as much as the $50
billion given to GM as bailout, the Journal stated.  To that end,
the Treasury needs to sell its remaining GM stake at an average
price of $53 each to break even on the bailout, the report pointed
out.  "If the stock price goes down, we would then be reporting a
larger loss [on the government stake] and that would be an issue
which would have to take into account," Mr. Bloom elaborated, the
Journal said.

According to the Journal, GM and its underwriters are optimistic
that the Treasury will sell the remainder of its stake next year,
rather than offloading shares gradually in the coming years.
People familiar with the matter voice concern that GM's ties with
the Government remain a turnoff to some investors and customers.

A separate report dated January 14, 2011 by the Journal noted that
the Government is unlikely to recoup the entire $50 billion given
to GM, partly because the Government sold a third of its stake
during the IPO at $33 per share instead of waiting for a higher
share price, a federal panel pointed out.

In a related development, global IPO investment firm Renaissance
Capital named the GM IPO as 2010 IPO of the Year, according to
information posted in Renaissance Capital's Web site on
January 6.  A rationalized cost structure, cleaned-up balance
sheet and decreased government ownership have the company poised
to retake its leading position among global automotive companies,
Renaissance Capital said of GM.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Antonov Return as SAAB Shareholder Okayed
---------------------------------------------------------
General Motors Co. is ready to take Vladimir Antonov back as a
shareholder of Swedish unit Saab after being cleared from certain
charges, according to Dagens Industri, Reuters reported on January
13.

Reuters recalled that Mr. Antonov was excluded from Spyker's deal
to buy Saab over allegations of money laundering and other
financial crimes.  Mr. Antonov said he hired private investigators
to clear his name, Reuters related.

A report released on behalf of Mr. Antonov stated that no evidence
regarding the involvement of the Russian investor or his Convers
in organized crime or money laundering was found, Reuters related.
The report further clarified that neither Mr. Antonov nor Convers
were subjected to investigations in the U.S. Russia or Britain.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Hopes to Achieve Profitability in Europe
--------------------------------------------------------
General Motors Co. Chief Financial Officer Chris Liddell said the
company expects its European operations to be profitable this
year, Ben Klayman of Reuters reported on January 10.  "We are
talking about achieving a break-even this year, so that's a tough
ask, but . . . the internal plan is still to try to achieve
profitability this year," Mr. Liddell was quoted by Reuters
Insider as saying.

Reuters related that GM's European operations were one of the
problems not addressed by the automaker during its restructuring
in 2009.  Particularly, GM's European Opel has been identified as
one of the major investor concerns that executives targeted in the
road show before GM's initial public offering in November, Reuters
pointed out.  GM dropped plans to spin off Opel in 2009 after
rejecting a deal backed by Germany and dropped its request for
European government aid to restructure the unit in June, the
report noted.  According to the report, the unit has lost $1.3
billion in the first three quarters of 2010.  Mr. Liddell did not
provide any sales or profit forecasts, the report added.

In other matters, Mr. Liddell told Reuters that GM expects to hit
a fully funded pension plan within three to five years.  "It's
hard to tell, but we certainly would like to think within the next
three to five years we can achieve the objective that we have,
which is zero debt, minimal debt and a fully funded pension plan,"
Mr. Lidell told Reuters Insider.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Delivers $2-Bil. in Stock to Pension Plan
----------------------------------------------------------------
General Motors Company (NYSE: GM) confirmed in a public statement
on January 14, 2011, that it completed the previously announced
voluntary contribution of 60.6 million shares of GM common stock
to its U.S. hourly and salaried pension plans, valued at
approximately $2 billion.  There were 40.4 million shares
contributed to the hourly plan and 20.2 million shares to the
salaried plan.  This contribution completes the estimated $6
billion contribution that was announced in October, consisting of
$4 billion in cash and $2 billion in stock.

"We continue to take the steps necessary to lower our risk
profile, so our focus can be on designing, building and selling
the world's best vehicles," said Chris Liddell, GM vice chairman
and chief financial officer.

The contributed shares qualify as a plan asset for funding
purposes immediately, and will qualify as a plan asset for
accounting purposes once certain transfer restrictions are removed
in the near-term.

All of the company's U.S. pension plans were last remeasured
concurrently on December 31, 2009 for GM's 2009 Form 10-K, and
were underfunded in total by $17.1 billion.  Information on the
2010 year-end remeasurement and funded status for all its U.S.
pension plans will be included in the company's 2010 Form 10-K.

GM U.S. pension plans currently provide benefits to approximately
688,000 participants.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GOLDEN ELEPHANT: Posts $1.2 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
Golden Elephant Glass Technology, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $1.2 million on $0 revenue
for the three months ended March 31, 2010, compared with a net
loss of $1.3 million on $2.3 million of revenue for the same
period of 2009.

The Company's balance sheet at March 31, 2010, showed
$35.1 million in total assets, $32.8 million in total liabilities,
and stockholders' equity of $2.3 million.

As reported in the troubled Company Reporter on December 28, 2010,
NW Pacific CPA, LLC, in Newcastle, Washington, expressed
substantial doubt about Golden Elephant's ability to continue as a
going concern, following the Company's results for the fiscal year
ended December 31, 2009.  The independent auditors noted that the
Company has accumulated deficits of $11,561,769 at December 31,
2009, and also has a working capital deficiency of $22,362,695 as
of December 31, 2009.

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

               http://researcharchives.com/t/s?7262

Golden Elephant Glass Technology, Inc., is a China-based float
glass manufacturer.  The Company's product offerings include float
glass, ultra-clear glass (also called crystal glass), colored
float glass and high grade, glass processed products such as
mirrors, glass artwork, tempered glass, insulated glass, laminated
glass, lacquered glass and similar products.  The Company's
production facility is located in Fuxin City, Liaoning Province,
China.  The Company sells its products to end users in China,
Asia, Europe, South America and South Africa.


GRAHAM PACKAGING: Entities Swap LP Units with Common Stock
----------------------------------------------------------
On January 13, 2011, Graham Alternative Investment Partners I, LP
("GAIP"), Graham Capital Company ("GCC") and GPC Investments, LLC
("GPC") exercised their right under the Exchange Agreement, dated
February 10, 2010, by and among Graham Packaging Company Inc. (the
"Company"), Graham Packaging Holdings Company ("Holdings") and the
Graham Family Partners, to exchange on a one-for-one basis,
Holdings' limited partnership units for shares of the Company's
common stock, par value $0.01 per share.

On January 13, 2011, GAIP, GCC and GPC exchanged 1,500,000,
240,000 and 26,681 Holdings' limited partnership units,
respectively, for the same number of shares of the Company's
common stock.  Holdings issued an aggregate of 1,766,681 limited
partnership units to the Company in consideration for the
corresponding number of limited partnership units surrendered and
extinguished as a result of such exchanges.  No underwriters were
involved in the foregoing transactions.  The transactions were
exempt from the registration requirements of the Securities Act
under Section 4(2) of the Securities Act.

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Company's balance sheet for June 30, 2010, showed
$2.09 billion in total assets, $368.26 million total current
liabilities, $2.20 billion in long term debt, $17.57 million in
deferred income taxes, $91.73 million in other non-current
liabilities, and a stockholders' deficit of $586.82 million.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GREAT ATLANTIC & PACIFIC: Wins OK for Kirkland as Bankr. Counsel
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
received the U.S. Bankruptcy Court for the Southern District of
New York's authority to employ Kirkland & Ellis LLP as their legal
counsel effective December 12, 2010.

The Debtors tapped the services of Kirkland & Ellis because of
its expertise and experience in the field of debtors'
protections, creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code, according to Frederic Brace,
chief restructuring officer of The Great Atlantic & Pacific Tea
Company Inc.

As legal counsel, Kirkland & Ellis is tasked to provide these
services:

  (1) advising the Debtors with respect to their powers and
      duties as debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

  (2) advising and consulting on the conduct of the Chapter 11
      cases, including all legal and administrative requirements
      of operating in Chapter 11;

  (3) attending meetings and negotiating with representatives of
      creditors and other concerned parties;

  (4) taking all necessary actions to protect and preserve the
      Debtors' estates;

  (5) preparing pleadings in connection with the Debtors' cases;

  (6) representing the Debtors in connection with obtaining
      authority to enter into a postpetition financing facility;

  (7) advising the Debtors in connection with any potential sale
      of assets;

  (8) appearing before the Court and any appellate courts to
      represent the interests of the Debtors' estates;

  (9) advising the Debtors regarding tax matters;

(10) taking any necessary action on behalf of the Debtors to
      negotiate, prepare and obtain approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      related documents; and

(11) performing all other necessary legal services in
      connection with the prosecution of their bankruptcy cases.

In exchange for its services, Kirkland & Ellis will be paid on an
hourly basis and will be reimbursed for its expenses.  The firm's
hourly rates are:

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

The professionals expected to have primary responsibility for
providing services to the Debtors and their hourly rates are:

  Professionals               Hourly Rates
  -------------               ------------
  James H.M. Sprayregen P.C.     $995
  Paul Basta                     $955
  Ray Schrock                    $785
  James Mazza                    $690

In a declaration, Mr. Basta, Esq., a partner at Kirkland & Ellis,
says that his firm does not hold or represent interest adverse to
the Debtors' estates and that it is a "disinterested person"
under Section 101(14) of the Bankruptcy Code.

                            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 Huron as Fin'l Advisor
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
won the U.S. Bankruptcy Court for the Southern District of New
York's approval to employ Huron Consulting Services LLC as their
financial advisor effective December 12, 2010.

Huron Consulting is a national management consulting firm with
practices in diverse industries, and experience assisting and
advising companies in need of financial and operational
turnaround and workout assistance, both in and out of court.

"Huron's relevant experience and expertise vis-a-vis the Debtors'
uniquely positions Huron to provide effective and efficient
services in these Chapter 11 cases," says Frederic Brace, chief
restructuring officer of The Great Atlantic & Pacific Tea Company
Inc.

As financial advisor, Huron Consulting is tasked to:

  (1) assist management in addressing internal process matters,
      including accounting system cut-offs relating to the
      restructuring;

  (2) assist the Debtors in preparing for a filing under Chapter
      11 of the Bankruptcy Code and with the required "first
      day" papers and coordinating and providing administrative
      support for the proceeding;

  (3) provide testimony before the Bankruptcy Court or any court
      having jurisdiction over any Chapter 11 proceeding
      undertaken by the Debtors;

  (4) assist in obtaining and presenting information required by
      internal or external parties in the Debtors'
      restructuring;

  (5) prepare a liquidation analysis and assist in preparing
      schedules of assets and liabilities, statements of
      financial affairs, and monthly operating reports; and

  (6) assist management in financial reporting matters related
      to the restructuring.

Huron Consulting will be paid on an hourly basis and will be
reimbursed for its expenses.  The firm's hourly rates are:

  Professionals               Hourly Rates
  -------------               ------------
  Managing Directors              $700
  Directors                       $575
  Managers                        $425
  Associates                      $335

The Debtors also agreed to indemnify Huron Consulting for claims,
losses and damages arising out of or in connection with the
services to be provided by the firm.

In a declaration, Hugh Sawyer, managing director of Huron
Consulting, assures the Court that the firm does not have
interest adverse to the Debtors' estate, their creditors and
equity security holders, and that the firm is a "disinterested
person" under Section 101(14) of the Bankruptcy Code.

                            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 Lazard as Investment Banker
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
received the U.S. Bankruptcy Court for the Southern District of
New York's authority to employ Lazard Freres & Co. LLC as their
investment banker effective December 12, 2010.

As investment banker, Lazard Freres is tasked to:

  (1) review and analyze the Debtors' business, operations and
      financial projections;

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

  (3) assist in determining the capital structure for the
      Debtors;

  (4) assist in determining the range of values for Debtors on a
      going concern basis;

  (5) advise the Debtors on tactics and strategies for
      negotiating with stakeholders;

  (6) render financial advice to the Debtors and participate in
      meetings or negotiations with stakeholders, rating
      agencies or other appropriate parties in connection with
      any restructuring;

  (7) advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to restructuring;

  (8) assist the Debtors in preparing documentation within
      Lazard Freres' area of expertise that is required in
      connection with the restructuring;

  (9) attend meetings of the Board of Directors of The Great
      Atlantic & Pacific Tea Company Inc. with respect to
      Matters on which Lazard Freres has been engaged to advise;

(10) providing testimony, as necessary, with respect to matters
      on which Lazard Freres has been engaged to advise in any
      proceeding before the Court; and

(11) provide the Debtors with other financial restructuring
      advice and services as requested by the Debtors.

In return for its services, Lazard Freres will receive a monthly
fee of $200,000 in cash payable on the first day of each month
until the earlier of the completion of the restructuring or the
termination of the firm's employment.  The firm will also receive
a fee equal to $7.5 million payable upon consummation of a
restructuring and an additional fee of up to $2.5 million in the
Debtors' sole discretion.

One half of the monthly fees paid in respect of any months
following the twelfth month of Lazard Freres' employment will be
credited against any restructuring fee payable, provided that the
credit will only apply to the extent that those fees are approved
in entirety by the Court.

In a declaration, David Kurtz, managing director of Lazard
Freres, assures the Court that the firm is disinterested and does
not hold or represent interest materially adverse to the Debtors
or their estates.

                            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: Gourmet Business GM Leaves Post
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company announced that Hans Heer,
General Manager of The Food Emporium, has left the Company.

Mr. Heer has been a valued member of the Company's executive team
since 2006, serving as a key leader of A&P's gourmet business.

"All of us at A&P thank Hans for his years of service to the
Company," said Sam Martin, A&P's President and Chief Executive
Officer.  "He has been an integral leader of our gourmet business,
and we wish him well in all of his future endeavors."

To ensure effective leadership of The Food Emporium as the Company
continues its comprehensive turnaround, Dan Wodzenski, District
Manager of Sales and Operations for The Food Emporium, and The
Food Emporium's operations team will report directly to Paul
Hertz, Executive Vice President of Operations, A&P, effective
immediately.  In addition, The Food Emporium Marketing &
Merchandising Team will now report directly to Tom O'Boyle,
Executive Vice President of A&P.

                            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).


GREYSTONE LOGISTICS: Incurs $428,693 Net Loss in Nov. 30 Qtr.
-------------------------------------------------------------
Greystone Logistics, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $428,693 on $5,052,873 of sales for
three ended November 30, 2010, compared with net income of $43,996
on $3,249,583 of sales in the same period the year before.

The Company's balance sheet at November 30, 2010, showed
$10.29 million in total assets, $18.94 million in total
liabilities, and $8.64 million in total deficit.

As reported in the Troubled Company Reporter on September 17,
2010, HoganTaylor LLP, in Tulsa, Okla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended May 31,
2010.  The independent auditors noted that at May 31, 2010, the
Company has a stockholders' deficit of $7.7 million and a working
capital deficit of $12.6 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?725b

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


GUITAR CENTER: Bank Debt Trades at 5% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 94.58 cents-
on-the-dollar during the week ended January 21, 2011, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.28 percentage
points from the previous week, The Journal relates.  The Journal
relates.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 9, 2014, and
carries Moody's Caa1 rating and Standard & Poor's B1 rating.  The
loan is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

Guitar Center carries 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.  In December 2009,
Moody's said, "The Caa1 Corporate Family Rating reflects Guitar
Center's very weak credit metrics, particularly its interest
coverage, as a result of its very high level of debt."


HARRY & DAVID: Weak Liquidity Position Cues S&P's 'CC' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating (unsolicited) on Medford, Ore.-based Harry & David
Operations Corp. to 'CC' from 'CCC'.  The outlook is negative.

S&P also lowered the ratings on the Company's $175 million
unsecured fixed-rate notes and $70 million senior floating-rate
notes to 'C' from 'CCC-'.  The '5' recovery rating on the notes
remains unchanged.

"The ratings on Harry & David reflect its unsustainable capital
structure and weak liquidity position, in our view," said Standard
& Poor's credit analyst Mariola Borysiak.  Preliminary results for
the second quarter ended Dec. 25, 2010, indicate that the Company
was not compliant with financial covenants under its credit
facility and as a result, it will not be able to borrow under its
$105 million revolver.

The covenants require Harry & David to repay its revolver balances
to zero as of Dec. 26 of each year and maintain a minimum cash
balance of $50 million as of Dec. 31 each year.

Although the Company repaid all amounts outstanding under the
revolving credit facility, it reported that at Dec. 25, 2010,
its cash balances were $66.9 million and accounts payable
$57.9 million.  As such, S&P believes it will not be able to
finance its operations without restructuring its debt obligations
and securing new capital.

The Company hired Rothschild Inc. as its financial advisor and
Jones Day as legal advisor to explore recapitalization
alternatives.

"The outlook is negative," added Ms. Borysiak.  "We believe that
Harry & David's current capital structure is unsustainable and
that the Company will seek to restructure its balance sheet. In
our opinion, this could lead to a selective default or a filing
for protection under Chapter 11."


HERCULES OFFSHORE: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
is a borrower traded in the secondary market at 97.05 cents-on-
the-dollar during the week ended Friday, January 21, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.27
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
July 11, 2013, and carries Moody's Caa1 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 175 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

About Hercules Offshore

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

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

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


HIGHLANDS OF LOS GATOS: Disclosure Statement Hearing on Feb. 18
---------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
for the Northern District of California will convene a hearing on
February 18, 2011, at 2:00 p.m., to consider adequacy of the
Disclosure Statement explaining The Highlands of Los Gatos, LLC's
proposed Plan of Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

                        The Chapter 11 Plan

Under the Plan, the Debtor proposes to pay to the secured claim of
East-West Bank the full amount of principal plus interest at the
contract rate and any applicable attorney fees and costs.

The Debtor proposes to pay to the secured claim of Marin Mortgage
the full amount of principal plus interest at the contract rate
and any applicable attorney fees and costs in full on or before
24 months after the entry of the order approving the Plan of
Reorganization.

Allowed Unsecured claimants will be paid 100% of their total
claims, without interest, over a period not to exceed 30 months.
No distribution will be made to the unsecured creditors until
the earlier of two years from date of approval of the Plan of
Reorganization or payment in full of the Class A and B claimants.

The Debtor's sole member, Sandy F. Harris, will not be paid any
distribution or any amounts on account of return of equity or
payment of loans until the time as the full amount of the claims
of the Class A, B and C creditors have been paid in full.

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

                  About The Highlands of Los Gatos

Campbell, California-based The Highlands of Los Gatos, LLC, owns
certain real property located in the Town of Los Gatos, county of
Santa Clara.  The real property consists of approximately 66 acres
of land which were developed for construction of single family
residences.  The Company filed for Chapter 11 bankruptcy
protection on July 16, 2010 (Bankr. N.D. Calif. Case No. 10-
57370).  Charles B. Greene, Esq., at the Law Offices of Charles B.
Greene, represents the Debtor.  The Company estimated its assets
and debts at $10 million to $50 million.


HILEX POLY: S&P Assigns 'B' Corporate Rating, Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Hilex Poly Co. LLC.  The outlook is
negative.

At the same time, S&P assigned S&P's 'B' issue-level rating and a
'3' recovery rating to the Company's $135 million first-lien
secured term loan.  These ratings indicate S&P's expectation that
term loan lenders would experience meaningful (50% to 70%)
recovery in a payment default scenario.  The Company used proceeds
from the term loan to repay existing debt, fund a dividend to
shareholders, and for working capital purposes.  As part of the
financing plan, the Company also completed its unrated $25 million
asset-based revolving credit facility.

"The ratings on Hilex reflect a vulnerable business position in a
niche segment for plastic bags and film products used mainly in
high-volume grocery stores, and an aggressive financial profile
that incorporates less-than-adequate liquidity, limited covenant
headroom, and the expectation for modest free cash flow after debt
amortization requirements," said Standard & Poor's credit analyst
Liley Mehta.

The negative outlook reflects the potential for a lower rating if
the Company's liquidity position deteriorates.  Operational
challenges could occur if the Company's volume unexpectedly
declines owing to a shift in consumer preference or legislation
banning plastic bags in other large markets, increased competition
from imports, or if business from a key customer significantly
declines.

S&P could lower the ratings if availability under the revolving
credit facilitydeclines meaningfully and if the EBITDA cushions
under covenants deteriorate to single-digit percentage levels.
S&P could also lower the ratings if debt increases beyond current
levels, free cash flow turns negative for an extended period, or
if the key credit metric of funds from operations to total debt is
consistently below 12%.  In addition, S&P has reservations about
financial policy, particularly in light of the debt-financed
dividend recapitalization and acquisition-driven growth strategy.

S&P could revise the outlook to stable if the Company's cost
structure improves, liquidity and free cash generation continue to
gradually strengthen, and the Company maintains a comfortable
cushion with respect to covenant compliance.


HURRICANE TECH: Court Grants Pay to Former Restructuring Advisor
----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte granted, in part, the request
of Jose M. Monge Robertin, CPA, CIRA, and Monge Robertin & Co. for
reconsideration of a court order whereby Mr. Monge's application
for compensation was stricken in its entirety at the behest of the
Chapter 7 trustee for Hurricane Technological Systems, Corp.

Hurricane in February 2009 sought to hire Mr. Monge as insolvency
and restructuring advisors.

The Chapter 7 trustee argues that Mr. Monge's application for
compensation should be stricken in its entirety, contending that
(i) fees, if any, prior to March 2, 2009, -- date in which
application for employment was approved -- should not be approved;
(ii) the application is overly excessive and fails to benefit the
Debtor's estate in conformity with Section 330(a)(4) of the
Bankruptcy Code; and (iii) Mr. Monge complies with the definition
of a bankruptcy petition preparer pursuant to Section 110 of the
Bankruptcy Code, and as such failed to sign the schedules.

After a careful examination of Mr. Monge's application for
compensation, Judge Lamoutte concludes that Mr. Monge should be
compensated for $5,035.11 in professional fees and $240.03 in
expenses for a total amount of $5,931.48.  The amounts are allowed
as a Chapter 11 administrative priority to be distributed in
accordance to 11 U.S.C. Secs. 726(b), 507(a)(2), and 503(b), that
is, subordinated to the payment in full of the Chapter 7
administrative priorities.

A copy of the Court's January 20, 2011 Opinion and Order is
available at http://is.gd/UbmD5efrom Leagle.com.

Hurricane Technological Systems, Corp., filed a Chapter 11
bankruptcy petition (Bankr. D. P.R. Case No. 09-00515) on
January 29, 2009.  The case was converted to Chapter 7 on
September 1, 2009.


IMEDICOR INC: Issues 28 Shares of Preferred Stock to Sonoran
------------------------------------------------------------
On December 31, 2010 iMedicor, Inc, entered into a Modification
Agreement, dated December 31, 2010, with its largest note holder,
Sonoran Pacific Resources LLP, pursuant to which the Company
issued to Sonoran (i) 28 shares Series "A" Preferred Stock of the
Company containing the terms and conditions set forth in a
Certificate of Designation filed with the Secretary of State of
Nevada in exchange for $1,800,000 principal amount of a Secured
Convertible Promissory Note of the Company dated April 18, 2009
held by Sonoran and (ii) a Replacement Secured Convertible
Promissory Note, dated December 31, 2010, in the principal amount
of $1,395,452, bearing interest at the rate of 8% per annum,
modifying and in replacement of the Sonoran Original Note.

The "Maturity Date" of the Sonoran Replacement Note is
September 30, 2013, unless the Sonoran Replacement Note has been
converted at the election of the Holder, or fully paid prior to
the Maturity Date by the Company.  The Company may prepay all or
any portion of the Sonoran Replacement Note at any time.  As part
of the transaction Sonoran forgave approximately $220,000 of
interest accrued on the Sonoran Original Note.  The transaction
resulted in a total reduction in debt to the company of
approximately 2,020,000.

Each share of Series "A" Preferred Stock represents a 1% ownership
interest in the Company on a non-dilutive basis and is convertible
into shares of the Company's common stock after the 12 month
anniversary of the issuance of such share of Series "A" Preferred
Stock.  Each share of Series "A" Preferred Stock also carries a
quarterly dividend of 2% of the original purchase price payable in
the Company's Common Stock or cash, at the Company's option.

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

The Company's balance sheet at Sept. 30, 2010, showed
$4.62 million in total assets, $8.78 million in total liabilities,
and a stockholders' deficit of $4.15 million.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit.


INN OF THE MOUNTAIN: Extends Exchange Offer for Defaulted Notes
---------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino on Friday said it has
extended its private offer to exchange its outstanding 12% Senior
Notes due 2010 for (1) new 8.750% Senior Notes due 2020, (2) new
Senior PIK Notes due 2020, and (3) a pro rata amount of
$21 million in cash -- amended from $18 million in cash.

The Exchange Offer will now expire at midnight, New York City
time, on February 4, 2011, unless extended further.  The Exchange
Offer was previously scheduled to expire at 5:00 p.m., New York
City time, on January 21, 2011.  Through 5:00 p.m., New York City
time, on January 21, 2011, holders have validly tendered
$73,782,000 aggregate principal amount of the Existing Notes.  As
a result of the extension, tendered Existing Notes received to
date may continue to be withdrawn at any time prior to the new
expiration date.  Holders of Existing Notes who have already
tendered their Existing Notes need not take any additional action
in order to tender their Existing Notes.

As reported by the Troubled Company Reporter, IMG Resort and
Casino issued $200.0 million of the Notes on November 3, 2003.
According to the Company's regulatory filing, the Notes matured
on November 15, 2010.  The Company has not made the scheduled
$12.0 million interest payments on the Company's Notes since
November 15, 2008.  Under the terms of the Indenture, the Company
had a 30-day grace period with respect to each interest payment
but did not make these payments.  Failure to make the May 15,
2009, November 15, 2009 and May 15, 2010 interest payments on or
before June 15, 2009, December 15, 2009 and June 15, 2010,
respectively, constituted separate events of default under the
Indenture.  Upon the occurrence of an event of default, the
trustee or holders of at least 25% of the outstanding principal
amount of the Notes could declare all of the Notes immediately due
and payable.  The fair value of the Notes were roughly $82.0
million at June 30, 2010.

The Exchange Offer was announced November 24.  For each $1,000
principal amount of Existing Notes validly tendered and accepted
for exchange in the Exchange Offer, the holder will receive (1)
$300 principal amount of new 1st-Out Notes; (2) $675 principal
amount of new 2nd-Out Notes; and (3) a pro rata amount of
$18 million in cash.

The Exchange Offer is subject to certain conditions, including
that at least 99.5% of the outstanding principal amount of the
Existing Notes are tendered and accepted in the Exchange Offer and
the Company's receipt of written documentation from the National
Indian Gaming Commission providing that the indenture governing
the New Notes and the primary collateral documents are not
management contracts required to be approved by the chairperson of
the NIGC.  The Company has the right to waive these conditions --
including the minimum tender condition -- or to terminate,
withdraw, amend or extend the Exchange Offer or delay or refrain
from accepting for exchange or exchanging the Existing Notes at
any time and for any reason prior to the fulfillment or waiver of
the conditions to the Exchange Offer.

The New Notes have not been and 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 absent
registration or an applicable exemption from registration
requirements, and will therefore be subject to substantial
restrictions on transfer.

i-Deal LLC is acting as the Exchange Agent and Information Agent
for the Exchange Offer.  Eligible holders of Existing Notes can
contact the Information Agent to request Exchange Offer documents
at (212) 849-5000 or toll free at (888) 593-9546.

                   About IMG Resort and Casino

Headquartered in Mescalero, New Mexico, Inn of the Mountain Gods
Resort and Casino and subsidiaries is an unincorporated business
enterprise of the Mescalero Apache Tribe.  The Company was
established April 30, 2003, and manages and owns all resort, hotel
and gaming enterprises of the Tribe including the Inn of the
Mountain Gods Resort and Casino, a gaming, hotel and resort
complex opened on March 15, 2005, and its wholly-owned
subsidiaries.  The Resort, which opened for commercial business on
March 15, 2005, is located on tribal land in Mescalero, New
Mexico.

IMG 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
IMG 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.

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.


INSIGHT HEALTH: Noteholders Query Plan Votes, Stock Terms
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that some InSight Health Services
Holdings Corp. noteholders are questioning the propriety of the
votes cast in favor of the company's restructuring plan as well as
the fairness of an agreement governing the terms of the stock they
are slated to receive under that plan.

According to the report, noteholders Atrium CDO, Marblegate Asset
Management and Lampe, Conway & Co. are urging the U.S. Bankruptcy
Court in Manhattan to take a close look at InSight's Chapter 11
plan of reorganization, which the court is set to consider
confirming at a hearing Jan. 25.

The noteholders want the court to ensure that the votes InSight's
creditors cast for or against the Plan -- which must meet a
certain threshold for the plan to be legally viable -- are
correctly counted and classified, the report says.

                      About Insight Health

InSight Health Services Holdings Corp. provides diagnostic medical
imaging services through a network of fixed-site centers and
mobile facilities.  Its services-including magnetic resonance
imaging, positron emission tomography and computed tomography,
traditional computed tomography, mammography, bone densitometry,
ultrasound and x-ray-are noninvasive procedures that generate
representations of internal anatomy on film or digital media,
which are used by physicians for the diagnosis and assessment of
diseases and other medical conditions.  The Company operates in
more than 30 states and target specific regional markets.

Insight Health Services Holdings Corp. and its affiliate, InSight
Health Services Corp., sought Chapter 11 protection (Bankr. D.
Del. Case Nos. 07-10700 and 07-10701) on May 29, 2007, with a
prepackaged bankruptcy plan that was confirmed on July 10, 2007,
and declared effective on August 1, 2007.

InSight Health Services Holdings Corp. made a second trip to the
bankruptcy court (Bankr. S.D.N.Y. Lead Case No. 10-16564) on
Dec. 10, 2010, with another prepackaged Chapter 11 plan of
reorganization   Sixteen affiliates also filed for Chapter 11
protection.

InSight is represented by Edward O. Sassower, Esq., James H.M.
Sprayregan, Esq., and Ryan Blaine Bennett, Esq., at Kirkland &
Ellis LLP.  Zolfo Cooper is the Debtors' financial advisor, and
BMC Group Inc. is the claims and noticing agent.

Chris L. Dickerson, Esq. -- chris.dickerson@skadden.com -- and
Matthew M. Murphy, Esq. -- matthew.murphy@skadden.com -- at
Skadden, Arps, Slate, Meagher & Flom LLP in Chicago, Ill.,
represent an ad hoc group of Noteholders in the Debtors' cases.
The Debtors' prepetition secured lenders are represented by C.
Edward Dobbs, Esq. -- edobbs@phrd.com -- at Parker, Hudson, Rainer
& Dobbs LLP in Atlanta, Ga.


INTELSAT SA: Jackson Unit Enters Into $3.75-Bil. Credit Facility
----------------------------------------------------------------
Intelsat S.A. announced that its subsidiary, Intelsat Jackson
Holdings S.A., entered into a senior secured credit agreement that
provides for a term loan facility of $3,250,000,000 and a
revolving credit facility of up to $500,000,000.  Intelsat Jackson
has borrowed the full amount of the term loan facility for
refinancing and the other purposes.

Part of the net proceeds of the new term loan have been
contributed or loaned to Intelsat Jackson's indirect subsidiary,
Intelsat Corporation, which has used such funds to repay all
existing indebtedness under Intelsat Corp's existing senior
secured credit facilities, including approximately $1.8 billion of
term loans, and to redeem all of the $580.7 million aggregate
principal amount outstanding of Intelsat Corp's 9 1/4% Senior
Notes due 2016.  In connection with such repayment and redemption
of Intelsat Corp's indebtedness, Intelsat Corp intends to cease
filing annual and quarterly periodic reports with the U.S.
Securities and Exchange Commission, effective immediately.

In addition, Intelsat Jackson has contributed approximately $330.2
million of the net proceeds of the new term loan to Intelsat
Jackson's indirect subsidiary, Intelsat Subsidiary Holding Company
S.A., to repay all existing indebtedness under Intelsat Sub
Holdco's existing senior secured credit facilities.

Intelsat expects to use the remainder of the net proceeds from the
new term loan primarily to repay, redeem, retire or repurchase in
the open market other indebtedness of Intelsat S.A. and its
subsidiaries.  In addition, Intelsat Corp expects to redeem all of
the approximately $111.8 million aggregate principal amount
outstanding of Intelsat Corp's 9 1/4% Senior Notes due 2014, as
previously announced, on January 20, 2011.

In connection with these refinancings, Intelsat has effectively
combined the assets of Intelsat Sub Holdco and Intelsat Corp.
Intelsat believes that this reorganization of assets will simplify
Intelsat's operations and enhance its ability to transact business
in an efficient manner.

BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank
Securities Inc., Morgan Stanley Senior Funding, Inc. and UBS
Securities LLC acted as Joint Bookrunners for the senior secured
credit agreement.  Goldman Sachs, RBC Capital Markets and HSBC
acted as Co-Managers.

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of December 31, 2009, and
ground facilities related to the satellite operations and control,
and teleport services.  It had $2.5 billion in revenue in 2009.

Intelsat S.A. had $17.56 billion in assets, $18.15 billion in
debts, noncontrolling interest of $1.90 million, and a
shareholders' deficit of $597.06 million as of Sept. 30, 2010.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had $7.70 billion in
assets against $4.86 billion in debts as of Dec. 31, 2010.


INTERTAPE POLYMER: Wells Fargo Discloses 19.94% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 20, 2011, Wells Fargo and Company disclosed
that it beneficially owns 11,756,371 shares of common stock of
Intertape Polymer Group Inc Com representing 19.94% of the shares
outstanding.  Wells Capital Management Incorporated beneficially
owns 11,606,273 or 19.69% while Wells Fargo Funds Management, LLC
owns 8,676,640 or 14.72%.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company's balance sheet at June 30, 2010, showed
$552.1 million in total assets, $325.8 million in total
liabilities, and $226.2 million in stockholders' equity.

                           *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative a nd
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


JACOBS FINANCIAL: Incurs $379,000 Net Loss in November Quarter
--------------------------------------------------------------
Jacobs Financial Group, Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $379,031 on $390,281 of revenue for
the three months ended November 30, 2010, compared with a net loss
of $320,244 on $345,587 of revenue for the same period a year ago.

The Company's balance sheet at November 30, 2010, showed
$7.98 million in total assets, $12.78 million in total
liabilities, $3.07 million in Series A preferred stock, and a
$7.36 million stockholders' deficit.

As reported in the Troubled Company Reporter on September 17,
2010, Malin, Bergquist & Company, LLP, in Pittsburgh, Pa.,
expressed substantial doubt about Jacobs Financial's ability to
continue as a going concern, following the Company's results for
the fiscal year ended May 31, 2010.  The independent auditors
noted of the Company's significant net working capital deficit and
operating losses.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?725d

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JEFFERSON COUNTY: Sewer Receiver Proposes New Agency for System
---------------------------------------------------------------
Kathleen Edwards at Bloomberg News reports that Jefferson County,
Alabama's court-appointed sewer-system receiver proposed setting
up a public corporation to run the network and issue debt as part
of a restructuring plan.

According to the report, receiver John Young said in a meeting
with Alabama lawmakers that a new entity is needed to facilitate
borrowing after the county and creditors agree on how to settle
existing sewer debt of $3.2 billion.

"Young was throwing some ideas out," said Cam Ward, a Republican
state senator from Alabaster whose district includes part of the
county, which encompasses Birmingham.  "He said the bond market
had no faith whatsoever in Jefferson County," Mr. Ward said in a
telephone interview.

                      About Jefferson County

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

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

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

                           *     *     *

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

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


KLEEN AIR: Wins Approval to Use Cash Collateral
-----------------------------------------------
Dennis Sherer, staff writer at The Times Daily, reports that Kleen
Air Research received permission from a federal bankruptcy judge
allowed Kleen Air Research to use cash collateral to cover payroll
and sales taxes it collected before it filed for bankruptcy.  In
the order, Bankruptcy Judge Jack Caddell wrote that adverse
effects and irreparable harm to the debtor could occur if such
action is not taken, he notes.

According to the report, Kleen Air Research blamed the Chapter 11
filing on significant losses it has experienced in recent years.
Its gross sales have been adversely affected by the loss of two
large national customers, representing approximately 40% of its
business as of early 2009.  Based upon the decline in revenues,
its has pared expenses, laid off employees and attempted to
reposition itself as a regional rather than a national supplier.

The Company listed Pinnacle Bank in Nashville as the Company's
largest creditor with a claim of $2.05 million for inventory and
receivables, of which $1.3 million is secured by Kleen Air
Research assets.  Tridim Filter Corp. of Philadelphia is the next
largest creditor with $435,793 claim for a trade debt.  Holley is
listed as the third largest creditor with a claim of $366,448 for
loans to his company.

Based in Florence, Alabama, Kleen Air Research operates an air
filter sales and service company.  The Company filed for Chapter
11 bankruptcy protection on Jan. 14, 2011 (Bankr. N.D. Ala. Case
No. 11-80145).  Judge Jack Caddell presides the Debtor's case.
Stuart M. Maples, Esq., Maples & Ray PC, represents the Debtor in
its restructuring efforts.  In its petition, the Debtor estimated
both assets and debts of between $1 million and $10 million.


KURRANT MOBILE: Reports $2.76 Million Net Loss in Nov. 30 Qtr.
--------------------------------------------------------------
Kurrant Mobile Catering, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.76 million on $56,848 of revenue
for the three months ended November 30, 2010, compared with net
income of $161,054 on $633,814 of revenue for the same period a
year ago.

The Company's balance sheet at November 30, 2010, showed
$1.02 million in total assets, $1.71 million in total liabilities,
and a $686,774 million stockholders' deficit.

According to the Form 10-Q, "The Company has incurred net losses
and has negative cash flows from its operations.  These factors
raise substantial doubt regarding Kurrant Mobile's ability to
continue as a going concern.  Realization value may be
substantially different from carrying values as shown and these
financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should
Kurrant Mobile be unable to continue as a going concern.  The
continuation of Kurrant Mobile as a going concern is dependent
upon the continued financial support from its shareholders, the
ability of Kurrant Mobile to obtain necessary equity financing to
continue operations, and the attainment of profitable operations."

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?725e

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.


LAX ROYAL: Office Building Valued at $16 Million
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LAX Royal Airport Center LP, the owner of an office
building adjacent to the airport in Los Angeles, filed for Chapter
11 protection, saying the property is valued at $16 million.
There are $8 million in mortgages on the building, located at 5933
West Century Boulevard.

LAX Royal Airport Center, LP, filed for Chapter 11 protection on
Jan. 19, 2011 (Bankr. C.D. Calif. Case No. 11-12333).  Michael N.
Sofris, Esq., in Beverly Hills, California, represents the Debtor.
The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million in the Chapter 11 petition.


LEVEL 3 COMMUNICATIONS: Regains Compliance with Nasdaq Bid Price
----------------------------------------------------------------
On January 18, 2011, Level 3 Communications, Inc. received a
notice from The Nasdaq Stock Market advising the Company that its
common stock has regained compliance with the $1.00 per share
minimum bid price required for continued listing on The Nasdaq
Global Market as a result of the bid price of the Company's common
stock having closed at or above $1.00 per share for the ten
consecutive trading days prior to the date of the Notice, pursuant
to Nasdaq Marketplace Rule 5450(a)(1).  The Notice indicated that
this matter is now closed.

On November 3, 2010, Level 3 Communications Inc. received a notice
from The Nasdaq Stock Market advising the Company that for 30
consecutive trading days preceding the date of the Notice, the bid
price of the Company's common stock had closed below the $1.00 per
share minimum required for continued listing on The Nasdaq Global
Market pursuant to Nasdaq Marketplace Rule 5450(a)(1).

                    About Level 3 Communications

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

The Company's balance sheet at Sept. 30, 2010, showed
$8.36 billion in total assets, $8.45 billion in total liabilities,
and a stockholders' deficit of $86.0 million.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LNI CUSTOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LNI Custom Manufacturing, Inc.
        12536 Chadron Avenue
        Hawthorne, CA 90250

Bankruptcy Case No.: 11-12416

Chapter 11 Petition Date: January 19, 2011

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

Judge: Alan M. Ahart

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW PC
                  506 Santa Monica Boulevard, Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-12416.pdf

The petition was signed by Scott Blakely, president.


LODGENET INTERACTIVE: Responds to Craig-Hallum Report
-----------------------------------------------------
LodgeNet Interactive Corporation issued a comment regarding a
research report dated January 19, 2011 by Craig-Hallum Capital
Group.

An analyst reported that one of LodgeNet's largest hotel customers
has implemented a policy regarding adult content, and raised
concerns regarding the impact of such a decision on LodgeNet's
Guest Entertainment revenues.

In its comment, LodgeNet said that it was not aware of Craig-
Hallum's report in advance, but believes that these information
should be considered in connection with the report in order to
clarify the contents of the report and assure that the information
contained therein is not inaccurate or misleading:

     * LodgeNet has always offered hotels options to restrict
       mature content.  The customer in question has an option to
       restrict adult content, but only beginning in 2013.  The
       customer and LodgeNet have adjusted the economic model in
       such a way as to assure that the Company is economically
       indifferent to decisions made by the brand to offer mature
       content.

     * No existing agreements are affected, and future agreements
       with this customer are expected to be structured in a
       manner that also do not have a material adverse impact on
       the Company's return on invested capital.  Similarly, there
       is no expected economic impact as a result of this
       agreement in either 2011 or 2012.  There is no change in
       programming expected at currently installed properties in
       2011 or 2012.

     * The Company's ongoing relationship with the customer in
       question is good, and LodgeNet is actively engaged with the
       customer in discussions regarding the upgrade of their
       existing systems to high-definition and providing new
       services that would generate incremental revenues.

     * It has been widely disclosed the Company has been
       diversifying its revenue base, and is less reliant on
       revenue from mature content than at any point in the past.
       The Company's next-generation Envision system integrates
       in-room technology that connects the Company's interactive
       TV system to the "cloud" and permits streaming video and
       other applications that would generate incremental
       revenues.

     * The Company stands behind its guidance, and has not
       adjusted its projections or outlook as a result of the
       agreement referenced in the report.  The information in the
       report is not expected to have any impact on the Company's
       covenant compliance.

     * The report also states that another hotel chain plans to
       remove 50,000 rooms of video-on-demand over the next six
       months.  The decision of hotels in the economy sector to
       remove VOD systems and revert to free-to-guest programming
       only has also been widely reported.  The systems in
       question are nearly all tape-based systems at the end of
       their useful life, and which generate marginal VOD
       revenues.  The loss of these rooms has been anticipated,
       and will not have a significant impact on the Company's
       revenues or prospects.

Questions regarding the foregoing should be directed to the
Company's investor relations department.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company's balance sheet at Sept. 30, 2010, showed
$454.88 million in total assets, $509.32 million in total
liabilities, and a stockholders' deficit of $54.44 million

                          *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOVELL PLACE: PNC Bank Agrees to Buy All Assets for $5 Million
--------------------------------------------------------------
Lovell Place Limited Partnership wants authority to sell
substantially all of its assets and business as a going-concern,
including 26 parcels of real estate with improvements, 10 inter-
connected buildings, the real estate leases and personal property,
all located in Erie, Pa., and more fully described in an Asset
Purchase Agreement with PNC Bank, N.A., or its designee.  Subject
to higher offers at a sale confirmation hearing to be held on
Feb. 8, 2011, and in accordance with court-approved bidding
procedures, PNC has agreed to pay $5 million for the assets.

The personal property for sale includes, but is not limited to,
the leasehold improvements; the underground geo-thermal heat
exchange wells; the furniture owned by the Debtor which is located
with certain tenants; the equipment owned by the Debtor which is
located with certain tenants, including maintenance equipment,
appliances and restaurant equipment; the Debtor's interest, if
any, in the trade name "Lovell Place"; and the Debtor's
construction inventory.

Arrangements for inspection of the property prior to the Sale
Hearing may be made with the Reorganized Debtor's counsel:

         Guy C. Fustine, Esq.
         Knox McLaughlin Gornall & Sennett, P.C.
         120 West 10th Street
         Erie, PA 16501
         Telephone: 814-459-2800
         E-mail: gfustine@kmgslaw.com

Headquartered in Erie, Pa., Lovell Place Limited Partnership,
develops and leases residential and commercial real estate.  The
company sought chapter 11 protection on Oct. 15, 2005 (Bankr. W.D.
Pa. Case No. 05-15114).  When the Debtor sought protection from
its creditors, it estimated its assets at less than $10 million
and its debts at less than $26 million.

Lovell Place Limited Partnership filed for bankruptcy after its
developer, Stephen B. McGarvey, died in February 2005.  Mr.
McGarvey bought the complex in 1991 and used his own money and
bank financing to renovate it.

Lovell Place is still operating at East 13th and French streets.
Lovell Place used to be a washing-machine factory.  Now it
includes 106 apartments, a restaurant, a bookstore, and state
offices.

A creditors' committee was appointed in the Debtor's chapter 11
case and is represented by:

         Lawrence C. Bolla, Esq.
         Quinn, Buseck, Leemhuis, Toohey and Kroto, Inc.
         2222 W. Grandview Blvd.
         Erie, PA 16506
         Telephone: (866) 641-8996

The company confirmed a chapter 11 plan and emerged from Chapter
11.  The plan's terms, presumably, require Bankruptcy Court
approval of any a sale of substantially all of the Reorganized
Debtor's assets.


M & K FARMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: M & K Farms Partnership, an Illinois general partnership
        P.O. Box 200
        Gladstone, IL 61437

Bankruptcy Case No.: 11-80137

Chapter 11 Petition Date: January 21, 2011

Court: U.S. Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  BARASH & EVERETT, LLC
                  256 S. Soangetaha Road, Suite 108
                  Galesburg, IL 61401
                  Tel: (309) 341-6010
                  E-mail: barashb@barashlaw.com

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

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

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

The petition was signed by Kurt D. McChesney and Edith M.
McChesney, partners.


MALONE REAL ESTATE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Malone Real Estate, LLC
        26819 Bain Road
        Athens, AL 35613

Bankruptcy Case No.: 11-80182

Chapter 11 Petition Date: January 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Michael E. Lee, Esq.
                  MICHAEL E. LEE, ATTORNEY AT LAW
                  200 West Side Square, Suite 803
                  Huntsville, AL 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262
                  E-mail: mikeelee@bellsouth.net

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

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

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/alnb11-80182.pdf

The petition was signed by Ronald H. Malone, Jr., member.


MALONEY'S INC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maloney's, Inc.
        219 N. Washington St.
        Green Bay, WI 54301

Bankruptcy Case No.: 11-20639

Chapter 11 Petition Date: January 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: John A. Foscato, Esq.
                  P.O. Box 1133
                  Green Bay, WI 54305-1133
                  Tel: (920) 432-8801
                  Fax: (920) 432-8859
                  E-mail: attyjaf@new.rr.com

Scheduled Assets: $1,186,790

Scheduled Debts: $741,100

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wieb11-20639.pdf

The petition was signed by Gereon P. Rhodes, president.


MARKETING WORLDWIDE: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------------
Marketing Worldwide Corporation filed on January 19, 2011, its
annual report on Form 10-K for the fiscal year ended September 30,
2010.

Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency and has suffered substantial recurring losses from
operations.

The Company reported a net loss of $2.3 million on $4.0 million of
revenues for fiscal 2010, compared with a net loss of $2.9 million
of $3.7 million of revenue for fiscal 2009.

The Company's balance sheet as of September 30, 2010, showed
$2.8 million in total assets, $6.0 million in total liabilities,
$3.5 million in Series A convertible preferred stock, and a
stockholders' deficit of $6.7 million.

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

               http://researcharchives.com/t/s?7263

Based in Howell, Michigan, Marketing Worldwide Corporation (OTC
BB: MWWC) -- http://www.mwwautomotive.com/ -- is engaged in North
America through its wholly-owned subsidiaries, Marketing Worldwide
LL, and Colortek, Inc., in the design, manufacturing, painting and
distribution of automotive accessories for motor vehicles in the
automotive aftermarket industry and provides design services for
large automobile manufacturers.


MBS MANAGEMENT: Homeland's Bid to End Katrina Coverage Suit Junked
------------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has rejected
Homeland Insurance Co.'s bid to end MBS Management Services Inc.'s
coverage quest, finding that their $2.5 million settlement over
Hurricane Katrina losses did not preclude recovery under
Homeland's excess insurance policy.

                        About MBS Management

Metairie, Louisiana-based MBS Management Services Inc. and its
affiliates broker and manage multifamily properties.  MBS
Management provides the real estate debtors with leasing,
maintenance coordination, on-site and regional management.
In most instances, MBS Management has engaged Gray Star or Lincoln
Property Company to handle the property management for the Real
Estate Debtors.

MBS Management and its affiliates filed for chapter 11 bankruptcy
on Nov. 5, 2007 (Bankr. E.D. La. Lead Case No. 07-12151).  Tristan
E. Manthey, Esq., Jan Marie Hayden, Esq., and Douglas S. Draper,
Esq. at Heller, Draper, Hayden, Patrick & Horn and Patrick S.
Garrity, Esq., and William E. Steffes, Esq., at Steffes Vingiello
& McKenzie LLC, represent the Debtors in their restructuring
efforts.  No trustee, examiner, or creditors' committee has
been appointed in the Debtors' case.  The Debtors have disclosed
to the Court $12,299,366 in total assets and $9,461,174 in total
debts.

MBS-South Point Apartments, an affiliate of the Debtor that owns a
128-unit apartment in Desoto, Texas, filed for Chapter 11
protection on Nov. 19, 2007 (E.D. La. Case No. 07-12283).  MBS-The
Trails Ltd. and MBS-Fox Chase Ltd., affiliates of the Debtor,
filed separate chapter 11 petition on Dec. 4, 2007 (Bankr. N.D.
Tex. Case Nos. 07-45430 and 07-45431, respectively).  These
affiliates estimated assets and debts between $1 million and
$10 million when they filed for bankruptcy.


MCDONAGH CHRYSLER: New Jersey Auto Dealer in Chapter 11
-------------------------------------------------------
McDonagh Chrysler Jeep, Inc., filed for Chapter 11 protection on
Jan. 18, 2011 (Bankr. D. N.J. Case No. 11-11397).  Andrew J.
Kelly, Esq., at Kelly & Brennan, P.C., serves as counsel to the
Debtor.  The Debtor estimated assets of $1 million to $10 million
and debts of $10 million to $50 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that McDonagh Chrysler is an auto dealer in East
Brunswick, New Jersey.  The dealership owes $5.2 million to Ally
Bank, which provides financing for the auto inventory.  Ally's
collateral is valued at $4.9 million, leaving a $200,000
deficiency.  Chrysler Financial Corp. has a $2.36 million first
lien on the assets other than autos.  There is little collateral,
leaving Chrysler Financial with a $1.95 million unsecured claim,
according to court papers.  Although TD Bank has a second lien,
there is no value in the security interest, leaving the bank with
a $6.12 million unsecured claim, a court filing says.


MEDFORD CROSSINGS: Court Rejects Plan, Says Releases Impermissible
------------------------------------------------------------------
Bankruptcy Judge Gloria M. Burns rules that the Third Amended Plan
of Reorganization of Medford Crossings North LLC and its debtor-
affiliates cannot be confirmed.  The Third Party Releases and
Injunction provided for in the Plan are impermissible in the
context in which the Debtors have proposed, and have ultimately
defeated the chance that Debtors' Plan could be confirmed and
further costly State Court litigation could be avoided.  According
to Judge Burns, even though this Court may have both the subject
matter jurisdiction under 28 U.S.C. Sec. 1334(a) and the general
legal authority under 11 U.S.C. Sec. 105(a) to confirm a plan that
includes a third party release and/or injunction, it is
nonetheless an extraordinary act that the Bankruptcy Code does not
lightly authorize.  To deprive one non-debtor of its legal
remedies against another non-debtor is indeed extraordinary, and
will be supported by equity only after the Court has considered
the impact that confirmation of the plan will have on all of the
parties affected.

The Debtors' cases have a "long and tortured history displaying
continuous animosity among the parties and contentiousness in each
and every matter," according to Judge Burns.  While the Debtors
originally expressed a desire to reorganize and complete the
pending construction project, it soon became apparent that a plan
of liquidation was the only available avenue.  A liquidating plan
and disclosure statement were filed on April 14, 2008, an amended
plan and disclosure statement filed on June 13, 2008 and a Third
Modified Plan and Third Modified Disclosure Statement were filed
on September 29, 2008.  The Disclosure Statement was approved by
order dated October 28, 2008, and amended order dated October 31,
2008.  Confirmation was originally scheduled for December 19,
2008.  Objections were filed to the Plan.  The confirmation
hearing commenced on January 29, 2009, and testimony concluded on
July 16, 2009.

The parties then spent several weeks attempting to agree on the
admissibility of the volumes of documents.  The Court held a
hearing on the exhibits whose admissibility were still disputed on
August 13, 2009, resulting in an order on November 20, 2009, which
identified each admitted document.  On September 4, 2009, several
parties filed Motions for Directed Verdict, all seeking a
determination that the Bankruptcy Court lacked jurisdiction to
approve the releases and injunction contained in the Debtors'
Plan.  The Court took these matters under advisement to make
findings of fact and conclusions of law as to whether the Debtors
had met their burden to show that the proposed Plan was
confirmable.

A copy of the Bankruptcy Court's Jan. 20, 2011 Memorandum Opinion
is available at http://is.gd/dcQVgDfrom Leagle.com.

The Debtors are represented by:

          Courtney A. Schael, Esq.
          ASHFORD-SCHAEL, LLC
          511 Summit Avenue
          Westfield, NJ 07090
          Telephone: 908-232-5566
          Facsimile: 908-728-3113
          E-mail: cschael@AshfordNJLaw.com

Interested parties Medford Village East Associates, LLC and Laurel
Pines, LLC, are represented in the case by Spector, Gadon & Rosen,
P.C. in Maple Shade, New Jersey.

Interested party Ripco Ventures, Inc., is represented by:

          Trent S. Dickey, Esq.
          Valerie A. Hamilton, Esq.
          SILLS, CUMMIS & GROSS, P.C.
          One Riverfront Plaza
          Newark, NJ 07102
          Telephone: (609) 227-4608
          E-mail: tdickey@sillscummis.com
                  vhamilton@sillscummis.com

Attorneys for U.S. Home Corp., d/b/a Lennar Homes are:

          Donald Campbell, Jr., Esq.
          Paul H. Schneider, Esq.
          GIORDANO, HALLERAN & CIESLA, P.C.
          125 Half Mile Rd., Suite 300
          Red Bank, NJ 07701-6777
          Telephone: 732-219-5487
          Facsimile: 732-224-6599
          E-mail: dcampbell@ghclaw.com
                  pschneider@ghclaw.com

Attorneys for Township of Medford is:

          Stephen D. Samost, Esq.
          479 Centennial Boulevard
          Voorhees, NJ 08043
          Telephone: 856-782-3700

               - and -

          Oren Klein, Esq.
          PARKER McCAY, P.A.
          Three Greentree Centre
          7001 Lincoln Drive West
          Marlton, NJ 08053
          Telephone: 856-810-5833
          E-mail: oklein@parkermccay.com

Interested party Cubellis, Inc., is represented by Saul Ewing,
LLP, in Philadelphia.

Attorneys for interested party Freedman Cohen Development, LLC; FC
Development, LLC; and Carl Freedman are:

          Derrick R. Freijomil, Esq.
          RIKER, DANZIG, SCHERER, HYLAND & PERETTI, LLP
          Telephone: 973-451-8580
          E-mail: dfreijomil@riker.com

Interested party Pennoni Associates is represented by:

          Stephen McNally, Esq.
          CHIUMENTO McNALLY, LLC
          Cherry Tree Corporate Center
          535 Route 38 East, Suite 360
          Cherry Hill, NJ 08002
          Telephone: 856-317-9122
          Facsimile: 856-317-2215
          E-mail: smcnally@cmsfirm.com

                      About Medford Crossings

Medford Crossings North, LLC, and various affiliates filed for
Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 07-25115) on
October 17, 2007.  Medford Crossings North Urban Renewal LLC
(Bankr. D. N.J. Case No. 07-25587) and Medford Crossings South
Urban Renewal LLC (Bankr. D. N.J. Case No. 07-25591) filed for
bankruptcy on October 25, 2007.


MENNO LTD: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Menno, Ltd.
          dba The Belmont
        5605 W. 36th St., No. 204
        St. Louis Park, MN 55416

Bankruptcy Case No.: 11-40379

Chapter 11 Petition Date: January 19, 2011

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Lynn J.D. Wartchow, Esq.
                  MORRIS LAW GROUP, P.A.
                  7241 Ohms Lane, Suite 275
                  Edina, MN 55439
                  Tel: (952) 832-2000 ext. 116
                  Fax: (952) 832-0020
                  E-mail: lynn@morrislawmn.com

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb11-40379.pdf

The petition was signed by Bob Carlson, chief manager.


METRO-GOLDWYN-MAYER: Debt Trades at 56% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at
43.53 cents-on-the-dollar during the week ended January 21, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents s drop of 0.44
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 275 basis points above
LIBOR to borrow under the facility, which matures on April 8,
2012.  The debt is not rated by Moody's and Standard & Poor's.
The loan is one of the biggest gainers and losers among 175 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on January 13, 2011,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Los Angeles-based Metro-Goldwyn-Mayer, Inc.
(MGM).  The rating outlook is stable.

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

On December 13, 2010, The TCR reported that Moody's Investors
Service assigned a B1 Corporate Family Rating and B2 Probability-
of-Default Rating to Metro-Goldwyn-Mayer, Inc.  Additionally,
Moody's assigned a B1 rating to MGM's proposed $250 million 5-year
senior secured revolving credit facility, and to its proposed
$250 million 6-year senior secured term loan.  The company is
expected to emerge from bankruptcy shortly and is expected to be
owned substantially by its pre-bankruptcy debt holders which have
agreed to convert their debt to equity as part of the
restructuring.  The new bank facility will be used for working
capital needs and for general corporate purposes including funding
new film production costs and to pay transaction costs.  The
rating outlook is stable.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MIDTOWN DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Midtown Development Group, Inc.
        4147 Cass Ave., Ste. 200
        Detroit, MI 48201

Bankruptcy Case No.: 11-41301

Chapter 11 Petition Date: January 16, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Sheldon S. Toll, Esq.
                  SHELDON S. TOLL PLLC
                  2000 Town Center, Suite 2100
                  Southfield, MI 48075
                  Tel: (248) 351-5480
                  E-mail: lawtoll@comcast.net

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb11-41301.pdf

The petition was signed by Robert J. Slattery, sole shareholder.


MIDWEST OIL: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Midwest Oil of Minnesota, LLC
        236 Grand Ave.
        Saint Paul, MN 55102

Bankruptcy Case No.: 11-30319

Chapter 11 Petition Date: January 19, 2011

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Rebekah M. Nett, Esq.
                  WESTVIEW LAW CENTER PLC
                  1350 S Frontage Rd
                  Hastings, MN 55033
                  Tel: (651) 437-1818
                  E-mail: rnett@westviewlaw.com

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

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb11-30319.pdf

The petition was signed by Naomi Isaacson, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
U.S. Acquisitions & Oil, Inc.          10-14121   12/22/10


MORTGAGE LENDERS: DOJ Asks Court to Reject Bid to Trash Loan Docs.
------------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Department of Justice has
asked a bankruptcy court to reject Mortgage Lenders Network
Liquidating Trust's request to destroy certain loan and financial
documents, saying the records may prove useful in ongoing federal
criminal investigations into mortgage fraud.

                      About Mortgage Lenders

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- was once the 15th largest mortgage
lender in the United States.  The Company filed for Chapter 11
protection on February 5, 2007 (Bankr. D. Del. Case No. 07-10146).
Pachulski Stang Ziehl & Jones LLP represents the Debtor.  Blank
Rome LLP represents the Official Committee of Unsecured Creditors.
In the Debtor's schedules of assets and liabilities filed with the
Court, it disclosed total assets of $464,847,213 and total debts
of $556,459,464.

The Honorable Peter J. Walsh approved the Company's liquidating
Chapter 11 plan in February 2009.  A full-text copy of the
Debtor's First Amended Liquidating Plan under Chapter 11 of the
Bankruptcy Code, dated December 19, 2008, is available at
http://is.gd/1a3YGat no charge.


NATIONAL MENTOR: Moody's Assigns 'Caa2' on Proposed $275MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$580 million senior secured credit facility and Caa2 rating to the
proposed $275 million senior unsecured notes due 2018 of National
Mentor Holding's, Inc.  Proceeds are expected to be used to
refinance the company's capital structure and related transaction
fees.  The company's speculative grade liquidity rating was
downgraded to SGL-3 from SGL-2.  These ratings have been assigned
subject to Moody's review of final documentation following
completion of the credit facility and notes offering.  Moody's has
also assigned a B3 corporate family and probability of default
rating to National Mentor Holdings, Inc. Moody's will withdraw NMH
Holdings, Inc.'s B3 CFR.  The rating outlook is stable.

This is a summary of Moody's ratings actions.

National Mentor Holdings, Inc.:

Ratings assigned:

   * Corporate family rating at B3

Probability of default rating at B3

   * $75 MM senior secured revolving credit facility due 2016 at
     B1, (LGD3, 30%)

   * $505 MM senior secured term loan B due 2017 at B1, (LGD3,
     30%)

   * $275 MM senior unsecured notes due 2018 at Caa2, (LGD5, 84%)

Rating Lowered:

   * Speculative grade liquidity rating to SGL-3 from SGL-2

Ratings to be withdrawn upon completions of the proposed
transaction:

NMH Holdings, Inc.:

   * Corporate Family Rating, B3
   * Probability of Default Rating, B3
   * $175 mm PIK toggle notes, Caa2 (LGD6, 90%)
   * Speculative grade liquidity rating, SGL-2

National Mentor Holdings, Inc.

   * $125 MM senior secured credit facility, Ba3 (LGD2, 22%)
   * $335 MM senior secured term loan, Ba3 (LGD2, 22%)
   * $180 MM senior subordinated notes, Caa1 (LGD5, 71%)

The company's B3 Corporate Family Rating reflects Moody's belief
that the company will continue to operate in a challenging
environment while maintaining significant leverage for the rating
category.  Moody's believes that there may be risk associated with
the company's heavy reliance on funding from governmental programs
as most states continue to face fiscal challenges.  However, the
ratings also reflect the company's position as the largest
provider in the otherwise fragmented market of home and community-
based human services.

The stable outlook reflects Moody's expectation that the company
will be able to effectively manage the expected reimbursement cuts
and other operating challenges, continue to grow revenue and
substantially preserve its margin performance.  Moody's believes
National Mentor should continue to benefit from its considerable
scale in its sector and its market position.  However, leverage is
expected to remain high and interest coverage moderate.

Given the challenging operating environment and expectation that
leverage and interest coverage will remain weak for the rating
category we do not foresee positive movement in the outlook or
ratings in the near term.

Since the company is already highly levered, negative rating
pressure could build if the company takes on additional leverage
to fund acquisitions and there is deterioration in the company's
operating performance and free cash flow.  More specifically, the
outlook could be changed to negative or the ratings could be
downgraded if free cash flow were to turn negative or if the
company was not expected to be able to maintain current levels of
interest coverage.

The principal methodology used in the rating was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

National Mentor Holdings, Inc. (National Mentor) is a wholly owned
subsidiary of NMH Holdings, Inc. (Holdings).  Through its
subsidiaries, National Mentor provides home and community-based
human services to (i) individuals with intellectual/developmental
disabilities (IDD); (ii) at-risk children and youth with
emotional, behavioral or medically complex needs and their
families (ARY); and (iii) persons with acquired brain injury
(ABI).  Most of the company's services involve residential
support, typically in small group homes, while non-residential
services consist primarily of day programs and periodic services
in various settings.  National Mentor has been owned by private
equity sponsor Vestar Capital Partners since 2006.  The company
reported revenue of over $1.0 billion for the twelve months ended
Sept. 30, 2010.


NEWPAGE CORP: Extends Termination of Revolving Agreement to 2012
----------------------------------------------------------------
On January 14, 2011, NewPage Corporation and NewPage Holding
Corporation entered into an amendment to their existing amended
Revolving Credit and Guaranty Agreement, by and among the Company,
NewPage Holding, certain subsidiaries of the Company, the lenders
party thereto, and the other parties thereto.

Lenders with commitments aggregating to $470 million accepted the
Revolver Amendment.  For those lenders, the Revolver Amendment
extends the termination date of the revolving commitment to the
first to occur of (i) December 21, 2012 and (ii) the later of (a)
March 1, 2012 and (b) the date that is 61 days prior to the
scheduled maturity date of the first lien notes, senior secured
notes, senior subordinated notes, the NewPage Holding PIK notes,
and any refinancing thereof.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended December 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp.'s balance sheet at June 30, 2010, showed
$3.849 billion in total assets; $488 million in current debts,
$3.192 billion in long-term debt and $482 million in other long-
term obligations; and a total deficit of $313 million.

                           *     *     *

NewPage carries a 'CCC+' corporate credit rating from, with
negative outlook, from Standard & Poor's.  It has 'Caa1' long term
corporate family and probability of default ratings from Moody's.

Standard & Poor's Ratings Services in November 2010 revised its
recovery rating on NewPage Corp.'s senior secured first-lien notes
to '4' from '3'. "S&P believes that a '4' recovery more
appropriately conveys the risk that the company's postdefault
enterprise value may be affected by stresses more severe than what
S&P's analysis contemplates given the highly cyclical industry in
which NewPage operates," said Standard & Poor's credit analyst
Tobias Crabtree.


NEWPAGE CORP: J. Markby and R. Wechsler Elected as Board Members
----------------------------------------------------------------
On January 12, 2011, the board of directors of NewPage Holding
Corporation and the board of directors of NewPage Corporation
elected Julian Markby and Raymond H. Wechsler as members of the
board of directors on their respective boards.

Mr. Markby has been president of J. Markby and Associates, Inc., a
consulting firm providing independent merger and acquisition
services and consulting services, since January 2005.  Mr. Markby
was the head of corporate development for PetroAlgae LLC, an
alternative energy development company, from May 2009 to October
2009.  He was a managing director at Wasserstein Perella/Dresdner
Kleinwort Wasserstein from January 1998 to December 2004.  Mr.
Markby served on the boards of three hedge funds managed by
Greenwich Alternative Investments from April 2007 to May 2009.
The Company expects the boards of directors will appoint Mr.
Markby to the audit committee.

Mr. Wechsler has been a managing director of Cerberus Capital
Management, L.P. since January 2010.  Prior to that, Mr. Wechsler
was a senior executive and director of Cerberus Operations and
Advisory Company, LLC from January 2007 to December 2009.  Prior
to that, he was a consultant to Cerberus Capital Management, L.P.
from March 2004 to December 2006.  Mr. Wechsler has served as
chairman and chief executive officer of American Equity Partners,
Inc. since 1992.  The Company expects the boards of directors will
appoint Mr. Wechsler to the audit committee.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended December 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corp.'s balance sheet at June 30, 2010, showed
$3.849 billion in total assets; $488 million in current debts,
$3.192 billion in long-term debt and $482 million in other long-
term obligations; and a total deficit of $313 million.

                           *     *     *

NewPage carries a 'CCC+' corporate credit rating from, with
negative outlook, from Standard & Poor's.  It has 'Caa1' long term
corporate family and probability of default ratings from Moody's.

Standard & Poor's Ratings Services in November 2010 revised its
recovery rating on NewPage Corp.'s senior secured first-lien notes
to '4' from '3'. "S&P believes that a '4' recovery more
appropriately conveys the risk that the company's postdefault
enterprise value may be affected by stresses more severe than what
S&P's analysis contemplates given the highly cyclical industry in
which NewPage operates," said Standard & Poor's credit analyst
Tobias Crabtree.


NEXSTAR BROADCASTING: Commences Exchange Offer to 8.875% Notes
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc. and Mission Broadcasting, Inc.
announced that Nexstar's wholly-owned subsidiary, Nexstar
Broadcasting, Inc., and Mission commenced an exchange offer on
January 10, 2011, with respect to the outstanding 8.875% Senior
Secured Second Lien Notes due 2017, which were issued by Nexstar
Broadcasting and Mission.  Nexstar Broadcasting and Mission
originally issued $325.0 million of the Old Notes in a private
offering on April 19, 2010.

In connection with the sale of the Old Notes, Nexstar Broadcasting
and Mission entered into a registration rights agreement whereby
they undertook to offer to exchange the Old Notes for New Notes
registered under the Securities Act of 1933, as amended.  Pursuant
to an effective registration statement on Form S-4, filed with the
Securities and Exchange Commission, holders of the Old Notes will
be able to exchange the Old Notes for New Notes in an equal
principal amount.  The New Notes are substantially identical to
the Old Notes, except that the New Notes have been registered
under the Securities Act and will not bear any legend restricting
transfer.  In addition, the registration rights and additional
interest provisions pertaining to the Old Notes will not apply to
the New Notes.

The terms of the exchange offer are set forth in a prospectus
dated January 10, 2011.  The following information supplements and
updates the information contained in the prospectus and the
related letter of instruction.  The prospectus, and the related
letter of instruction, mistakenly indicated that the Old Notes
could be exchanged in minimum denominations of $1,000 and $1,000
integral multiples thereof.  Instead, the prospectus should have
indicated that the Old Notes may only be exchanged in minimum in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  In addition, the prospectus mistakenly indicated that
the New Notes will be issued in minimum denominations of $1,000
and $1,000 multiples thereof.  Instead, the prospectus should have
indicated that the New Notes will be issued in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.  With
the exception of the corrections noted above, the exchange offer
is being made pursuant to the terms set forth in the prospectus
and the related letter of instruction, each dated as of January
10, 2011, which more fully sets forth the terms and conditions of
the exchange offer.  No other revisions or amendments to the
prospectus or the related letter of instruction have been made.
Documents related to the offer, including the prospectus and the
related letter of instruction, have been filed with the SEC, and
may be obtained from the exchange agent.

The exchange offer will expire at 5:00 p.m., New York City time,
on February 8, 2011, unless extended or terminated.  Tenders of
Old Notes must be made before the exchange offer expires and may
be withdrawn any time prior to expiration of the exchange offer.

Mission is wholly-owned by an independent third party to Nexstar.
Nexstar does not own Mission or any of its television stations.
Through various local service agreements with Mission, Nexstar
Broadcasting currently provides sales, programming and other
services to television stations that are owned and operated by
Mission.

                 About Nexstar Broadcasting Group

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

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

                           *     *     *

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

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


NOVADEL PHARMA: Plans to Issue 50 Million Shares Plus Warrants
--------------------------------------------------------------
In an amended Form S-1 filing with the Securities and Exchange
Commission on January 14, 2011, Novadel Pharma Inc. said that it
is offering up to 50,000,000 units, each unit consisting of one
share of the Company's common stock and a warrant to purchase 0.4
of a share of its common stock.  The units will separate
immediately and the common stock and warrants will be issued
separately and the common stock will trade separately.  The
Company is not required to sell any specific dollar amount or
number of units, but will use its best efforts to sell all of the
units being offered.

The Company's common stock is presently quoted on the Over-the-
Counter Bulletin Board under the symbol "NVDL.OB"  The Company
does not intend to apply for listing of the warrants on any
securities exchange or market.  On January 6, 2011, the last
reported sale price of the Company's common stock as reported by
the Over- the-Counter Bulletin Board was $0.20 per share.

Roth Capital Partners has agreed to act as the Company's exclusive
placement agent in connection with the offering.  Roth may engage
one or more sub placement agents or selected dealers.  The
placement agent is not purchasing the securities offered by the
Company, and is not required to sell any specific number or dollar
amount of units, but will assist the Company in this offering on a
"best efforts" basis.  The Company has agreed to pay the placement
agent a cash fee equal to 6% of the gross proceeds of the offering
of units by it, as well as "Placement Agent Warrants" to purchase
shares of Common Stock of the Company equal to 2% of the aggregate
number of shares of Common Stock sold in the offering.

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

               http://ResearchArchives.com/t/s?724c

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed pharmaceuticals.

The Company's balance sheet at September 30, 2010, showed
$2.06 million in total assets, $9.10 million in total liabilities,
and a stockholders' deficit of $7.04 million.

As reported in the Troubled Company Reporter on April 6, 2010,
J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted of the Company's recurring losses from operations and
negative cash flows from operating activities.


OXIGENE INC: Enters Into Warrant Exchange Agreements
----------------------------------------------------
OXiGENE, Inc., has entered into separate Warrant Exchange
Agreements with each of the holders of outstanding warrants
originally issued in March 2010 to eliminate all of such warrants
having "ratchet" price-based anti-dilution protection features in
exchange for shares of Company common stock and a lower number of
warrants having no price based anti-dilution protections.
Under such separate agreements, these warrant holders have agreed
to exchange all of their outstanding Series A and Series C
warrants at an initial closing for an aggregate of 21,938,673
shares of Company common stock and Series E warrants to purchase
an aggregate of 24,452,468 shares of Company common stock.  The
Series E warrants are not exercisable for six months, have an
exercise price of $0.23 per share and do not contain any price-
based anti-dilution protections.  In addition, these warrant
holders have agreed pursuant to such separate agreements to
surrender all of the Series E warrants issued at the initial
closing should the Company promptly obtain stockholder approval
for the issuance of 9,150,892 additional shares of Company common
stock, which would be exchanged for the Series E warrants in a
subsequent closing.

The initial closing is expected to take place on or about January
21, 2011, subject to the satisfaction of customary closing
conditions.  OXiGENE's Board of Directors and executive officers
and Symphony Capital, who collectively own 25.7% of the
outstanding shares of Common Stock, have agreed with the Company
to vote to approve the issuance of the additional shares at an
upcoming shareholder meeting, which is anticipated to take place
early in March 2011.  Roth Capital Partners, LLC acted as
financial advisor to OXiGENE for this transaction.

"We are extremely pleased to have reached agreement with each of
our warrant holders for this warrant exchange, as we believe this
transaction will significantly simplify our Company's balance
sheet, strengthen both our ability to regain compliance with
Nasdaq listing standards and to take advantage of future business
opportunities and provide flexibility relative to future financing
transactions," said Peter J. Langecker, M.D., Ph.D., OXiGENE's
Chief Executive Officer.

                         About OXiGENE Inc.

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

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

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


PALM HARBOR: Committee Wins OK for Pachulski Stang as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court approved Palm Harbor Homes' official
committee of unsecured creditors' motion seeking to retain
Pachulski Stang Ziehl & Jones as counsel, BankruptcyData.com
reports.

Pachulski Stang will be paid at these hourly rates: partner at
$550 to $950, of counsel at $475 to $725, associate at $345 to
$495 and paralegal at $175 to $255.

                         About Palm Harbor

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James And Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.


PARK HYATT: $186.5-Mil. Loan on Resort Extended for 5 Years
-----------------------------------------------------------
Nadja Brandt at Bloomberg News reports that Broadreach Capital
Partners said a $186.5 million loan backed by the Park Hyatt
Aviara Resort, a luxury hotel that went into default in September
after cash flow dried up, was extended by five years.

According to the report, Heather Turner, a director with real
estate investment firm Broadreach, said that payments were brought
up to date as part of an agreement to extend the financing until
Feb. 11, 2017.  The debt had been scheduled to mature next year,
she said.  Broadreach and hotel owner Maritz Wolff & Co. hold a
majority stake in the resort.

"Because we made management changes last year and put forward a
solid business plan, the special servicer agreed to an extension,"
Ms. Turner said.  The loan's servicer is CWCapital Asset
Management LLC.

Broadreach's property, located 35 miles (56 kilometers) north of
San Diego in Carlsbad, California, was a Four Seasons hotel before
being rebranded as a Park Hyatt in June. The loan was sent to
CWCapital in August, according to Bloomberg data.

"We made the strategic decision to have the loan go into default
so it could be worked out in special servicing," Ms. Turner said,
according to the report.  "With Hyatt, there's a much bigger
booking engine for group business, and we're able to leverage
that."


PARMALAT S.P.A.: Second Circuit Revives Suits vs. Grant Thornton
----------------------------------------------------------------
The United States Court of Appeals for the Second Circuit remanded
to the United States District Court for the Southern District of
New York two lawsuits filed by Parmalat S.p.A. and Parmalat
Capital Finance Ltd. against accounting firms Grant Thornton
International and Grant Thornton LLP, among other defendants.  The
suits relate to Parmalat's 2003 collapse.

As previously reported, New York District Court Judge Lewis A.
Kaplan entered a final judgment in favor of Grant Thornton, which
sought summary judgment for the dismissal of complaint against
them filed by Dr. Enrico Bondi, as Extraordinary Commissioner of
Parmalat Finanziaria S.p.A, Parmalat S.p.A. and other related
entities.

Parmalat and PCFL subsequently appealed Judge Kaplan's judgment
and asked the Second Circuit to determine whether the New York
District Court (i) erred in exercising jurisdiction over their
claims, pursuant to Section 1334(b) of the Judiciary and Judicial
Procedures Code, and (2) properly declined to abstain from
exercising that jurisdiction, pursuant to Section 1334(c)(2).  The
appeal also challenged the rulings made by the New York District
Court and by the United States District Court for the Northern
District of Illinois.

                      Parmalat's Lawsuits

The two lawsuits were originally and separately filed by Dr. Bondi
and PCFL in an Illinois state court asserting allegations of
professional malpractice, fraud, and aiding and abetting fraud,
among other others.  Grant Thornton subsequently sought for the
removal of the cases to the United States District Court for the
Northern District of Illinois.

After the commencement of the Parmalat multidistrict litigation,
the Judicial Panel on Multidistrict Litigation transferred and
consolidated the lawsuits to the New York District Court.  On
February 25, 2005, Judge Kaplan denied Dr. Bondi's motion to
remand the lawsuits to the Illinois State Court.  The New York
District Court found that it had jurisdiction pursuant to Section
1334(b) and that abstention was not mandatory.  Judge Kaplan
reasoned that Dr. Bondi failed to file a motion for abstention
and, in the alternative, Dr. Bondi failed to demonstrate that his
claims could be "timely adjudicated" in Illinois State Court.

Following discovery, the New York District Court entertained a
series of motions to dismiss the complaints or to grant judgment
in favor of the Defendants.  Ultimately, the New York District
Court resolved the cases in final judgments in favor of the
Defendants, and dismissed the matters.

In their appeal, Dr. Bondi and PCFL challenged the New York
District Court's exercise of jurisdiction on two grounds that (i)
removal of the lawsuits from the Illinois State Court was improper
because the Illinois actions are based solely on state law claims
and are not "related to" any bankruptcy cases in federal court,
and (ii) even if removal was proper, district courts were required
to abstain pursuant to Section 1334(c)(2), which provides that a
district court "shall abstain" from hearing an applicable claim
"if an action is commenced, and can be timely adjudicated, in a
State forum of appropriate jurisdiction."

         Wrong Standard was Used, Circuit Court Says

The Second Circuit concluded that the lawsuits were properly
removed to the New York District Court.

Circuit Judge Richard C. Wesley, however, held that the New York
District Court employed the wrong standard, and therefore, the
Second Circuit vacated the judgment on the abstention issue and
remanded the cases to allow the New York District Court to
consider, in light of the appellate decision, whether abstention
is mandatory.

                       Company Statement

COLLECCHIO (Parma), Italy -- January 19, 2011 -- On January 18,
2011, the U.S. Second Circuit Court of Appeals held that the
District Court applied an incorrect standard in considering
Parmalat's application that the Court abstain from hearing its
case against Grant Thornton entities in favor of the Illinois
State Court in which the action was originally filed.  The Second
Circuit remanded for the District Court to reconsider the
abstention motion under the correct standard.

The decision revives the possibility that, after further
proceedings in the District Court, the case will return to
Illinois State Court -- where Parmalat believes it always belonged
-- for full assessment of the merits.

We are pleased with the decision and look forward to pursuing the
matter further in the District Court.

                        About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT S.P.A.: Prosecutor Seeks EUR120MM from Citigroup, et al.
-----------------------------------------------------------------
A prosecutor is asking an Italian court to confiscate assets from
Citigroup Inc., Bank of America Corp., Morgan Stanley and Deutsche
Bank AG for their role in the 2003 collapse of Parmalat S.p.A.

According to The Associated Press, prosecutor Eugenio Fusco is
seeking:

  -- EUR70 million from Citigroup;
  -- EUR30 million from Bank of America;
  -- EUR5.9 million from Morgan Stanley; and
  -- EUR14 million from Deutsche Bank.

Mr. Fusco is also asking the court to fine each of the banks
EUR900,000, Bloomberg News reports.

Moreover, the prosecutors are also asking the Court to sentence
two employees from Morgan Stanley, two from Deutsche Bank and one
from Citigroup, Agence France Presse reports, citing a source
familiar with the case.

A verdict is expected next spring, AP says.

Elisa Martinuzzi of Bloomberg News reports that Milan prosecutors
asserted that the Banks knew about Parmalat's true financial
situation when they sold bonds and carried out transactions on
behalf of the dairy giant.

Following Parmalat's collapse, investigations showed that the
company had been in trouble for many years and survived only on
the back of major falsifications of its balance sheets and
sophisticated financial instruments, AFP reports.

Citigroup, however, denied the allegations against it saying the
charges are "completely unfounded," Ms. Martinuzzi says.
Citigroup is "convinced the proceedings will prove" that it was a
victim of Italy's largest fraud, she adds, citing an e-mailed
statement from Citigroup.

UBS previously reached a plea-bargain agreement in 2008 to pay a
fine of EUR500,000 and have EUR1,000,000 of so-called money made
from criminal activity confiscated in a case related to Parmalat's
collapse.

Calisto Tanzi, Parmalat's founder and former chief executive
officer, was recently been sentenced to 18 years in prison for his
role in the collapse of the European dairy giant.

                        About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PARMALAT S.P.A.: Settles Issues vs. GE Capital for EUR7.3MM
-----------------------------------------------------------
Parmalat SpA said last months that a settlement has been agreed to
with GE Capital Finance SpA on the revocatory action brought
against the latter by Parmalat in Extraordinary Administration.

In consideration of the agreement, GE Capital Finance SpA, with no
admission of liability, has paid to Parmalat SpA a total amount of
EUR7,300,000 Euros and Parmalat SpA has withdrawn all claims and
actions already initiated.

As part of the settlement, the defendant has also waived the right
to file a proof of claim against Parmalat in Extraordinary
Administration in reference to the amount paid under the
agreement.

                        About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

The Company's U.S. operations filed for Chapter 11 protection
on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, represent the Debtors.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on December 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
January 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.


PEARL COS: Creditors Dump Rival Reorganization Plan
---------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors have
abandoned their rival reorganization plan for Pearl Cos. after the
art-supply chain agreed to boost their proposed recovery under its
Chapter 11 proposal.

According to the report, the dual-plan process that kicked off
late last month with the creditors' introduction of a competing
plan has wrapped up just as quickly, with the official committee
representing unsecured creditors agreeing to back down from their
proposal.  "The plan is the product of extensive negotiations
between the committee and the debtor," Glenn Moses, an attorney
for the creditors group, wrote in a letter set to be distributed
to creditors and other parties.  "The committee believes that the
plan is in the best interests of creditors and will enable the
debtor to emerge from Chapter 11 as a healthier, restructured
company that will continue to do business under the Pearl name, he
added."

Under the revamped plan, unsecured creditors will see a 31%
recovery of their claims over four years, Mr. Moses indicated, Dow
Jones' adds.

Pearl Cos. filed a Chapter 11 petition in Fort Lauderdale, Florida
(Bankr. S.D. Fla. Case No. 10-19336) on April 9, 2010.  Pearl Cos.
has six arts-and-crafts stores in operation.  In its petition, it
disclosed assets of $7.9 million and debt totaling $10.9 million.

Judge John K. Olson presides over the case.  Martin L. Sandler,
Esq. -- martin@sandler-sandler.com -- in Miami Beach, Fla., serves
as the Debtor's bankruptcy counsel.


PETROFLOW ENERGY: Agrees to Terminate Farmout Deal With Equal
-------------------------------------------------------------
Reuters reports that Equal Energy Ltd. said the farm-out dispute
with Petroflow Energy Ltd. has been resolved and it plans to
recommence drilling on the Hunton acreage in Oklahoma immediately.

According to Reuters, the companies agreed that the farmout
agreement was terminated prior to Petroflow and its units entered
Chapter 11 bankruptcy protection.

Reuters notes Equal Energy said there are still two disputes with
Petroflow and its bankers that relate solely to monetary matters
and a claim for partial ownership of water disposal facilities
that are used to exploit the Hunton play.

Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter
11 bankruptcy protection on Aug. 20, 2010 (Bankr. D. Del. Case No.
10-12608).  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, represents the Debtor as its Delaware counsel.
Kirkland & Ellis LLP serves as bankruptcy counsel.  Kinetic
Advisors LLC serves as restructuring advisor.  Epiq Systems Inc.
serves as claims and notice agent.  The Debtor estimated both
assets and debts of between $100 million and $500 million


PH CENTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PH Center I, LLC
          dba Pure Health Medical Center
        7200 W. 132nd Street, Suite 380
        Overland Park, KS 66213

Bankruptcy Case No.: 11-20126

Chapter 11 Petition Date: January 19, 2011

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Richard C. Wallace, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  E-mail: richard@evans-mullinix.com

Scheduled Assets: $207,392

Scheduled Debts: $1,254,842

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb11-20126.pdf

The petition was signed by Christian M. Pulley, managing member.


PHIBRO ANIMAL: Moody's Affirms 'B3' Rating on $300 Million Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of Phibro Animal Health
Corporation.  In addition, Moody's affirmed the B3 rating on the
company's 9.25% unsecured notes following the proposed $25 million
add-on to the original $275 million issue amount.  The $25 million
proceeds will be used for general corporate purposes and
acquisitions.  The ratings outlook is stable.

These rating actions were taken:

   * Corporate family rating, affirmed at B2;
   * Probability of default rating, affirmed at B2;
   * $300 million senior unsecured notes, due 2018, affirmed at
     B3, LGD assessment changed to LGD4, 58% from LGD4, 59%.

The B2 corporate family rating reflects the company's relatively
high debt leverage, modest revenue base, concentration in the
animal health and nutrition end markets, and aggressive financial
policy.  With the incremental debt, we estimate Phibro's debt
leverage to remain above 5 times in fiscal 2011.  The company's
revenues are concentrated in its animal health and nutrition
business from which it derives approximately 86% of its revenues.
Further, the B2 corporate family rating considers industry and
company specific risks including overall competitive environment,
regulatory restrictions on the use of medicated feed additives,
governmental restrictions on manufacturing and approval of new
products, potential outbreaks of animal diseases, raw material
costs, and currency fluctuations.  In addition, Phibro's ratings
are constrained by a deterioration in its liquidity profile partly
due to the strengthening of the Brazilian Real that has pressured
the company's profitability.

The B2 rating acknowledges the company's relatively stable revenue
stream and global agricultural sector expansion.

The stable outlook incorporates our expectation for a modest end
market growth that translates into slightly improving revenues.

The outlook could be changed to negative if Phibro's EBITDA
margin were to deteriorate, leading to a further weakening of the
company's liquidity profile.  The ratings could be downgraded if
free cash flow were to turn negative on a sustained basis and debt
leverage increases above 6 times.  Additionally, a material debt-
financed acquisition or additional shareholder friendly activities
could result in a ratings downgrade or in an outlook change to
negative.

The company's ratings are constrained due to its relatively small
size and highly leveraged capital structure.  However, if Phibro's
credit metrics were to improve materially, driven by either top-
line revenue growth and cost reductions resulting in adjusted debt
to EBITDA to below 4 times and to interest to above 2 times on a
sustainable basis, the ratings could be upgraded.

The last rating action on Phibro Animal Health Corporation was
on June 25, 2010, when we affirmed the company's corporate
family rating at B2 and assigned a B3 rating to the company's
$275 million unsecured notes.

Phibro'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 Phibro's core industry and Phibro's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Phibro Animal Health Corporation is a diversified manufacturer
and marketer of animal health and nutritional products, and
performance products.  BFI Co. LLC owns a majority of Phibro's
common shares.  Revenues for the trailing twelve month period
ended September 30, 2010, were approximately $605 million.


PHIBRO ANIMAL: Declining Covenant Cushions Cues S&P's B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ridgefield Park, N.J.-based Phibro Animal Health to
'B-' from 'B' because of declining covenant cushions.  At the
same time, S&P lowered its issue-level rating on the Company's
$300 million, 9.25% senior notes due 2018, inclusive of the
proposed $25 million add-on, to 'B-' from 'B'.  The outlook is
negative.

"The low speculative-grade ratings on Phibro primarily reflect a
highly leveraged financial risk profile, highlighted by covenant
cushions that are expected to be less than 10%, and leverage that
is expected to be sustained at about 5x, over the near term," said
Standard & Poor's credit analyst Michael Berrian.  Phibro also has
a vulnerable business risk profile with narrow focus in the niche
worldwide animal feed additives industry.

Phibro has a highly leveraged financial risk profile.  Following
the July 2010 issuance of $275 million of senior notes (to
refinance existing debt and to pay a dividend) adjusted leverage
increased to 5x at Sept. 30, 2010.  S&P expect leverage to further
increase over the near-term to about 5.4x because of lower EBITDA
because of competitive and cost pressures, and the higher level of
debt, including the proposed $25 million add-on to the existing
senior notes.  The cushion under two of Phibro's three financial
covenants is tight.  The competitive and cost pressures and higher
interest expense, following the refinance and leveraged dividend,
are factors that have contributed to the tight cushion.  With
those pressures expected to persist over the near term, S&P
expects the cushion to remain tight. Operating margins have
increased to 11% from 10%, which is still low but characteristic
of the commodity-like nature of Phibro's core animal health
business.


PHILADELPHIA RITTENHOUSE: Section 341 Meeting Set for February 16
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Philadelphia Rittenhouse Developer, L.P.'s Chapter 11 case on
February 16, 2011, at 2:00 p.m.  The meeting will be held at the
Office of the U.S. Trustee, Meeting Room, Suite 501, 833 Chestnut
Street, Philadelphia, Pennsylvania.

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

Philadelphia, Pennsylvania-based Philadelphia Rittenhouse
Developer, L.P., owns and operates Ten Rittenhouse Square, a 33-
storey Robert A.M. Stern designed building overlooking Rittenhouse
Square in Philadelphia.  It filed for Chapter 11 bankruptcy
protection on December 30, 2010 (Bankr. E.D. Pa. Case No. 10-
31201).  Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin,
P.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to
$500 million.


PRM SMITH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PRM Smith Bay, LLC
          aka PRM Smith Bay, LLP
        c/o PRM Realty Group, LLC
        118 N. Clinton Street, Suite LL366
        Chicago, IL 60661

Bankruptcy Case No.: 11-30444

Chapter 11 Petition Date: January 20, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: gpronske@pronskepatel.com

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

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 Peter R. Morris, president of PRM
Management of Illinois, manager.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bon Secour Partners, LLC              09-37580            11/03/09
PRS II, LLC                           09-31436            03/06/09
PRM Realty Group, LLC                 10-30241            01/06/10
PMP II, LLC                           10-30252            01/07/10
Maluhia Development Group, LLC        10-30475            01/21/10
Maluhia One, LLC                      10-30987            02/08/10
Maluhia Eight, LLC                    10-30986            02/08/10
Maluhia Nine, LLC                     10-30988            02/08/10
Long Bay Partners, LLC                10-35124            07/27/10
PRM Development, LLC                  10-35547            08/06/10
Little Hans Lollik Holdings, LLP      10-36159            09/03/10
Hans Lollick Land Company, Limited    10-36161            09/03/10
Liability Limited Partnership


PROWEST MEDIA: Court Confirms Colt Studio Chapter 11 Plan
---------------------------------------------------------
XBIZ Newswire reports that COLT Studio Group won confirmation of
its Chapter 11 plan.  U.S. Bankruptcy Judge Alan Jaroslovsky's
approval of the plan allows the company to continue operating and
pay Jim French Studios $500,000 in 20 installments to settle
claims against the gay studio.

"Confirmation of the [Chapter 11] plan is not likely to be
followed by the liquidation or the need for further financial
reorganization," Judge Jaroslovsky wrote, according to the report.

The Company has a settlement with founder Jim French to resolve
the latter's claims and lawsuit in the San Francisco Superior
Court in connection with unpaid obligations from the sale by
French of the Company to John Rutherford and his life-partner Tom
Settle.

XBIZ reports that with the settlement agreement signed off by the
bankruptcy judge, COLT will be ordered to satisfy founder Jim
French's Jim French Studios with tight reins.  Jim French Studios
will have a stipulated judgment to recover its collateral and
obtain other relief in the event of a default.  The terms also
allow for Prowest's countersuit against Jim French Studios at San
Francisco Superior Court to be dismissed.

                        About Prowest Media

Prowest Media Corporation is the parent of COLT Studio, one of gay
adult's oldest operating companies.  Jim French, a photographer
and adult industry pioneer, founded the company in 1967 and sold
the company to its current operators in 2003, which allegedly
defaulted on promissory notes used in the purchase of the company.

On June 3, 2010, Prowest Media filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Calif. Case No. 10-12153) and owners John
Rutherford and his life-partner Tom Settle filed for chapter 7
protection; the largest creditor in the one Prowest filing is COLT
founder, Jim French, with an alleged secured debt of $1.45 million
listed.  In its schedules, Prowest disclosed $104,500 in assets
and $2,884,462 in liabilities.


QUANTUM CORP: Linda Breard Owns 191,561 Shares of Common Stock
--------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 19, 2011, Linda Marie Breard, chief financial officer at
Quantum Corp., disclosed that she beneficially owns 191,561 shares
of common stock of Quantum Corp.  Ms. Breard has option to buy
187,500 shares of common stock; 125,000 will vest on July 1, 2011
and 62,500 will vest on July 1, 2012.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2010, showed
$459.56 million in total assets, $192.65 million in total current
liabilities, $350.59 million in total long-term liabilities, and a
stockholders' deficit of $83.68 million.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.


QUEPASA CORP: Amends Prospectus for 1.9MM Shares Offering
---------------------------------------------------------
On January 18, 2011, Quepasa Corporation supplemented and amended
the prospectus dated January 6, 2011, which relates to the sale of
up to 1,753,329 shares of the Company's common stock and 165,000
shares of common stock issuable upon exercise of warrants at $4.50
per share which may be offered by the selling shareholders
identified in the Prospectus.

The prospectus supplement is being filed to correct the Selling
Shareholder Table in the Prospectus.  Connective Capital I Master
Fund, Ltd. was the selling shareholder for all of the 26,666
shares held by them and all of the 26,667 shares listed as being
held by Connective Capital II Cayman Master, Ltd.  The Selling
Shareholder Table should have reflected Connective Capital I
Master Fund, Ltd. as beneficially owning 53,333 shares of common
stock prior to the offering and 53,333 shares being offered and
Connective Capital II Cayman Master, Ltd. is not a selling
shareholder.

                      About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at
96.43 cents-on-the-dollar during the week ended January 21, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.28
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
September 30, 2013, and carries Moody's B1 rating and Standard &
Poor's CCC- rating. The loan is one of the biggest gainers and
losers among 175 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Realogy Corp.

Realogy Corporation -- http://www.realogy.com/-- a global
provider of real estate and relocation services with a diversified
business model that includes real estate franchising, brokerage,
relocation and title services.  Realogy's world-renowned brands
and business units include Better Homes and Gardens Real Estate,
CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The
Corcoran Group, ERA, Sotheby's International Realty, NRT LLC,
Cartus and Title Resource Group.  Collectively, Realogy's
franchise systems have around 15,000 offices and 270,000 sales
associates doing business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in  total liabilities, and
a stockholders' deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


REGAL ENTERTAINMENT: Approves $2.61MM Annual Bonus to Officers
--------------------------------------------------------------
Pursuant to the previously disclosed Annual Executive Incentive
Program of Regal Entertainment Group and based upon the attainment
of performance targets previously established by the Compensation
Committee of the Board of Directors of the Company under the
Incentive Program, on January 12, 2011, the Company approved
annual cash bonus awards for the following officers:

Name and Principal Positions                        Cash Bonus
----------------------------                        ----------
Michael L. Campbell, Exec. Chairman of the Board     $800,000
Amy E. Miles, Chief Executive Officer                $750,000
Gregory W. Dunn, President and COO                   $495,000
David H. Ownby, Exec. Vice President and CFO         $288,750
Peter B. Brandow, Exec. Vice President, Secretary    $277,500

On January 12, 2011, the Committee recommended, and the Company's
Board of Directors approved, to leave the base salaries for the
Company's executive officers for fiscal 2011 unchanged from fiscal
2010:

Name and Principal Positions                 Fiscal 2011 Salary
----------------------------                 ------------------
Michael L. Campbell, Exec. Chairman of the Board     $800,000
Amy E. Miles, Chief Executive Officer                $750,000
Gregory W. Dunn, President and COO                   $495,000
David H. Ownby, Exec. Vice President and CFO         $385,000
Peter B. Brandow, Exec. Vice President, Secretary    $370,000

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $2.94 billion in total liabilities,
and a stockholders' deficit of $267.3 million.

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.


RIOCAN REAL: S&P Assigns 'BB+' on C$225MM Unsecured Debentures
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' global scale
rating and its 'P-3 (High)' Canadian national scale rating to
RioCan Real Estate Investment Trust's 5.25% C$100 million five-
year rate reset preferred trust units.  S&P also assigned S&P's
'BBB-' rating to the Company's 4.499% C$225 million series O
unsecured debentures due Jan. 21, 2016.

The preferred trust units are subject to an initial fixed
distribution rate for five years.  Thereafter, the distribution
will be reset every five years based on the five-year Canada bond
yield plus 262 basis points.  The preferred trust units will be
listed on the Toronto Stock Exchange, and holders may elect to
convert their units to a floating rate at certain dates.

RioCan plans to use proceeds from the preferred trust unit
offering for general corporate purposes including the acquisition
of shopping centers in Canada and the U.S.  The Company will use
proceeds from the series O debenture offering to redeem its
outstanding C$180 million 8.33% unsecured debentures due 2014, and
for general corporate purposes.

Toronto-based RioCan is the largest REIT in Canada and is that
nation's largest owner of shopping centers with a portfolio of 296
retail properties.  RioCan also owns interests in 31 shopping
centers in the U.S. S&P's 'BBB' corporate credit rating on the
Company acknowledges its leading market position in Canada, the
stability and predictability of its cash flow, and its adequate
liquidity profile.  These strengths are somewhat offset by weak
debt service coverage relative to similarly rated U.S. peers and
an aggressive distribution policy.


RITE AID: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at
94.88 cents-on-the-dollar during the week ended January 21, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.20
percentage points from the previous week, The Journal relates.
The Journal relates.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 25, 2014, and carries Moody's B3 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers
among 175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The Company's balance sheet at November 27, 2010, showed
$7.8 billion in total assets, $9.8 billion in total liabilities,
and a stockholders' deficit of $2.0 billion.


ROCK & REPUBLIC: Wins Approval of $2.3-Mil. Break-Up Fee
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Rock & Republic Enterprises
Inc. won approval to award a $2.3 million fee to its proposed
buyer if a $57 million deal for the apparel company's intellectual
property doesn't come to fruition.

According to the report, Judge Arthur J. Gonzalez of the U.S.
Bankruptcy Court in Manhattan Wednesday signed off on protections
that Rock & Republic and its unsecured creditors had sought to put
in place to safeguard VF Corp.'s bid for the company, as well as
the creditor-repayment plan that hinges on the deal.

"Approval of the buyer protections is in the best interest of the
debtors' estates and will foster a plan process to secure the best
result for all constituents of the debtors' estates and will
ensure therefore maximum value for unsecured creditors," Rock &
Republic and the official committee representing unsecured
creditors said in their request filed last month, the report
notes.

Dow Jones' adds that under the buyer protections, VF will receive
a $2.3 million termination fee if the sale does not close, as well
as a $450,000 expense reimbursement.

                        About Rock & Republic

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

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

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

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


RW LOUISVILLE: Gets Final OK to Use Wells Fargo's Cash Collateral
-----------------------------------------------------------------
RW Louisville Hotel Associates, LLC, obtained final authorization
from the Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for
the Western District of Kentucky to use the cash collateral of
Wells Fargo Bank, National Association, until January 31, 2011.

As reported by the Troubled Company Reporter on October 28, 2010,
the Debtor sought and obtained interim authorization from the
Court to use $660,000 of the cash collateral for the four week
period beginning October 11, 2010.

Wells Fargo now consents to the Debtor's use of postpetition cash.

Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtor will use the cash
collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for the continued use of cash collateral, Wells Fargo
is granted replacement liens on all postpetition revenue.  The
Debtor is also authorized to make a one-time payment of its
outstanding obligation to IT provider Micros in an amount not to
exceed $3,900.

By January 28, 2011, the 10 Week Budget will be updated by a
budget for the cash use period commencing with the week of
February 7, 2011, through the termination date of this court
order.

Beginning on December 1, 2010, the Debtor will make monthly
payments of $20,000 to Wells Fargo.

The Debtor will (a) remain current on all of the franchise fees
owing by it to InterContinental Hotels Group pursuant to the
parties' franchise agreement, (b) remain current on all of its
real and personal property tax obligations, (c) not permit a lapse
of any insurance coverage to occur, and (d) not permit any
nonmonetary default to exist under the Franchise Agreement, its
Property Improvement Plan obligations and its Hallmark obligations
to InterContinental Hotels Group, after written notice from
franchisor or Wells Fargo, beyond any applicable notice and grace
periods.

If the Debtor files a plan and disclosure statement or bidding
procedures motion with the Court on or before February 7, 2011,
and there exist no other uncured defaults hereunder, the Debtor's
authority to use post-petition cash will continue through the
later of April 7, 2011.

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271 room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection on October 8, 2010
(Bankr. W.D. Ky. Case No. 10-35356).  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SEMGROUP LP: CVR Asserts Claims vs. Goldman Unit
------------------------------------------------
Coffeyville Resources Refining & Marketing LLC, a subsidiary of
CVR Energy Inc., has filed a suit in bankruptcy court against
Goldman Sachs Group unit J. Aron and Co., seeking indemnity
against losses arising from lawsuits filed by Samson Resources Co.
for unpaid crude oil bills, according to a filing with the
Securities and Exchange Commission

CVR said in a regulatory filing that between March 2009 and July
2009, Samson Resources Company, Samson Lone Star, LLC and Samson
Contour Energy E&P, LLC, filed 15 lawsuits in federal and state
courts in Oklahoma and two lawsuits in state courts in New Mexico
against Coffeyville Resources Refining & Marketing and other
defendants.  In addition, in May 2010, separate groups of
plaintiffs filed two lawsuits against CRRM and other defendants in
federal court in Oklahoma and Kansas.  All of the lawsuits allege
that Samson or the other respective plaintiffs sold crude oil to a
group of companies, which generally are known as SemCrude or
SemGroup, which later declared bankruptcy and that Sem has not
paid such plaintiffs for all of the crude oil purchased from Sem.
The Samson lawsuits further allege that Sem sold some of the crude
oil purchased from the plaintiffs to J. Aron & Company and that J.
Aron sold some of this crude oil to CRRM.  All of the lawsuits
seek the same remedy, the imposition of a lien or trust, an
accounting and the return of crude oil or the proceeds therefrom.
The amount of the plaintiffs' alleged claims are unknown since the
price and amount of crude oil sold by the plaintiffs and
eventually received by CRRM through Sem and J. Aron, if any, is
unknown.  CRRM timely paid for all crude oil purchased from J.
Aron and intends to vigorously defend against these claims.

In January 2011, CRRM filed claims against J. Aron in the United
States Bankruptcy Court for the District of Delaware, requesting
that J. Aron indemnify CRRM for any past and future losses and
expenses incurred by CRRM in connection with the lawsuits.  CRRM's
claims currently are based on breach of contract, breach of
warranty of title, breach of implied covenant of good faith and
fair dealing, and misrepresentation.

J. Aron & Co. undertakes commodity trading.  The bullion trading
company specializes in trading of foreign exchange, gas, precious
metals, and over-the-counter options. J. Aron is based in New York
with additional offices in London, United Kingdom and Singapore.
J. Aron & Co. operates as a subsidiary of Goldman Sachs Group Inc.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SEXY HAIR: Creditors Urge Judge to Slow Pace of Restructuring
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors are
urging a judge to halt the "needlessly rapid pace" at which Sexy
Hair Concepts LLC is galloping toward a reorganization they say
will only serve to benefit the company's lenders, at their
expense.

According to the report, the official committee representing
unsecured creditors in the case filed a motion seeking to bump
Sexy Hair Concepts' disclosure-statement hearing, currently set
for February 3, by one month.  The report relates that approval of
the disclosure statement would pave the way for Sexy Hair Concepts
to execute a deal that the creditors claim "allocates the
significant going concern value of the operating debtor's assets
to a group of over-secured creditors and leaves certain,
disfavored unsecured creditors out in the cold."

In court papers, the creditors took aim at senior secured lenders
led by agent Bank of Montreal, claiming members of the so-called
"bank group" may be acting as insiders of the company and using
their influence to swing the reorganization in their favor, Dow
Jones' notes.

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).  Scott
F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy
Hair's bankruptcy counsel.  According to its schedules, Sexy Hair
disclosed $78,000,000 in total assets and $91,141,147 in total
debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.


SMART & FINAL: S&P Affirms 'B-' Corporate Rating, Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Commerce, Calif.-based Smart & Final Holdings
Corp., the holding Company of Smart & Final Stores LLC.  The
ratings outlook is stable.

This action comes after the Company completed an amendment of its
first-lien term loan.  The amendment extended the maturity of 71%
of the outstanding borrowings by two years to 2016.  The interest
rate margin on the extended portion is now 4.75%, up from 3.00%.
S&P assigned a 'B' rating to the extended portion of the loan,
with a '2' recovery rating, indicating expectations of substantial
(70%-90%) recovery in the event of default.

The Company also made a $6.5 million term loan payment and agreed
to make a $6.5 million principle payment next year.

"The rating on Smart & Final primarily reflect the Company's
highly leveraged financial risk profile," explained Standard &
Poor's credit analyst Charles Pinson-Rose.  S&P expects slightly
lower profits as a result of gross margin contraction in the near
term.  However, with modest debt reduction, S&P do not forecast
material changes in the Company's credit metrics.

"We also characterize the Company's business risk profile as
vulnerable," added Mr. Pinson-Rose, "which primarily reflects the
intense competition in food retail industry, which, in our view,
has contributed to the gross margin contraction at Smart & Final
and across the industry."


SMURFIT-STONE: To Be Acquired by RockTenn for $3.5 Billion
----------------------------------------------------------
RockTenn and Smurfit-Stone Container Corporation said Sunday the
Boards of Directors of both companies have approved a definitive
agreement under which Smurfit-Stone will become a wholly owned
subsidiary of RockTenn.  The aggregate consideration, consisting
of 50% cash and 50% RockTenn stock, is valued at $35 per-share of
Smurfit-Stone common stock, and represents a 27% premium to
Smurfit-Stone's closing stock price on January 21, 2011.  The
aggregate equity value of the transaction, based on the closing
price of RockTenn's common stock on January 21, 2011, is roughly
$3.5 billion.

This strategic transaction, unanimously approved by the Boards of
Directors of both companies, will create a $9 billion leader in
the North American paperboard packaging market. Upon closing,
RockTenn will maintain its headquarters in Norcross, GA.

Smurfit-Stone is one of the industry's leading integrated
containerboard and corrugated packaging producers and one of the
world's largest paper recyclers.  Smurfit-Stone has manufacturing
mill capacity of 7.0 million tons, and when combined, RockTenn
will have 9.4 million tons of total production capacity, including
7.5 million tons of mill production in the attractive
containerboard market.

RockTenn's Chairman and Chief Executive Officer, James A. Rubright
said, "RockTenn's acquisition of Smurfit-Stone is another major
step in our transformation of RockTenn to be the most respected
company in our business with a laser focus on exceeding our
customers' expectations and creating long term shareholder value.
The containerboard and corrugated packaging industry is a very
good business and U.S. virgin containerboard is a highly strategic
global asset. With this acquisition, RockTenn's fiber input ratio
will be 55% virgin and 45% recycled. We believe this transaction
provides the greatest possible career opportunities for our co-
workers from both companies."

Smurfit-Stone's Chief Executive Officer Patrick J. Moore said,
"The Smurfit-Stone management team and the board of directors are
sharply focused on creating value for shareholders. This
transaction immediately achieves this objective, creating a
stronger combined company that is well positioned to deliver long-
term value to shareholders and high-quality, innovative packaging
solutions to its valued customers."

Combined RockTenn and Smurfit-Stone

    * #2 producer of North American containerboard
    * #2 producer of coated recycled board
    * Management team with strong record of shareholder value
      creation and excellent record of integrating acquisitions
    * Balanced fiber input mix with 55% virgin fiber and 45%
      recycled fiber
    * Expands Rock-Tenn's geographic footprint to the Midwest and
      West Coast
    * Opportunity to recognize benefits from approximately
      $500 million of NOLs at Smurfit-Stone
    * Conservative capital structure with significant liquidity
    * Opportunity to improve results through cost reduction and
      capital investment

Transaction Summary

Smurfit-Stone will become a wholly owned subsidiary of RockTenn.
For each share of Smurfit-Stone common stock, Smurfit-Stone
stockholders will be entitled to receive 0.30605 shares of
RockTenn common stock and $17.50 in cash, representing 50% cash
and 50% stock. The aggregate consideration is $35 per Smurfit-
Stone common share. The consideration represents a 27% premium to
Smurfit-Stone's closing stock price on January 21, 2011.

The aggregate purchase price being paid for Smurfit-Stone's equity
in the transaction is roughly $3.5 billion, consisting of roughly
$1.8 billion of cash and the issuance of 30.9 million shares of
RockTenn common stock.  Following the acquisition, RockTenn
shareholders will own roughly 56% and Smurfit-Stone shareholders
will own 44% of the combined company.

In addition to the equity consideration, RockTenn will assume
Smurfit-Stone's net debt and pension liabilities.  As of December
31, 2010 Smurfit-Stone's net debt was $700 million and its pension
liabilities were $1.1 billion ($700 million after-tax). RockTenn
has received $3.7 billion in committed bank financing from Wells
Fargo Bank N.A., Rabobank and SunTrust Bank to finance the cash
portion of the transaction, to refinance existing debt and to
provide liquidity for the combined operations.

The purchase price, including Smurfit-Stone's net debt and after-
tax pension liability as of December 31, 2010, represents a
multiple of 6.1x Smurfit-Stone's annualized adjusted EBITDA of
$820 million for the three months ended December 31, 2010.

The transaction is expected to close in the second calendar
quarter of 2011 and is subject to customary closing conditions,
regulatory approvals, as well as approval by both RockTenn and
Smurfit-Stone stockholders.

The Wall Street Journal's Carrick Mollenkamp and Mike Spector
report that Rock-Tenn's offer values Smurfit at $35 a share, a 27%
premium to Smurfit's price on Jan. 21, 2011, of $27.52 on the New
York Stock Exchange.  Smurfit, based in Chicago and Creve Coeur,
Mo., traded at $22 on July 1, its first day of trading after
exiting bankruptcy.  The Journal says Smurfit's share price Friday
of $27.52 gave the company a market capitalization of about $2.52
billion.  That's more than the previous bondholders, who now own
the bulk of that new equity, were originally owed, the Journal
notes.

Advisors

Wells Fargo Securities acted as exclusive financial advisor to
RockTenn and King & Spalding LLP acted as legal counsel.  Smurfit-
Stone's financial advisor was Lazard and its legal advisor was
Wachtell, Lipton, Rosen & Katz.

Conference Call and Webcast Today

RockTenn will host a conference call to discuss its results of
operations for the first quarter of fiscal 2011, its acquisition
of Smurfit-Stone and other topics that may be raised during the
discussion at 8:30 a.m., Eastern Time, on Monday, January 24,
2011.  The conference call will be webcast live with an
accompanying slide presentation, along with a copy of this press
release, at http://www.rocktenn.com/

Conference Call and Webcast

Monday, Jan. 24, 2011 - 8:30 a.m. Eastern Time

    * Conference call number: U.S. (888) 790-4710
    * Passcode: ROCKTENN (Please dial in 10 minutes before
      conference call start time)
    * The call will also be webcast and available at:
      http://www.rocktenn.com/

Replays

    * A replay of the conference call will be available through
      March 15, 2011 at U.S. (866) 351-2785
    * Passcode: ROCKTENN
    * A replay of the webcast will be available at
      http://www.rocktenn.com/

                      About RockTenn Company

RockTenn (NYSE:RKT) -- http://www.rocktenn.com/-- is one of North
America's leading manufacturers of paperboard, containerboard and
consumer and corrugated packaging, with annual net sales of $3
billion. RockTenn has 10,400 employees and operates in the United
States, Canada, Mexico, Chile and Argentina.

                        About Smurfit-Stone

Smurfit-Stone Container Corporation is one of the industry's
leading integrated containerboard and corrugated packaging
producers and one of the world's largest paper recyclers. Smurfit-
Stone generated net sales of $6.3 billion in 2010, has led the
industry in safety every year since 2001, and conducts its
business in compliance with the environmental, health, and safety
principles of the American Forest & Paper Association.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SOLOMON DWEK: Trustee Gets $170,000 Judgment v. Sutton, et al.
--------------------------------------------------------------
Charles A. Stanziale, Jr., as Liquidating Trustee of the Solomon
Dwek Creditors Liquidation Trust, seeks summary judgment against
Victor Sutton, Joseph Sutton, and Morris Abraham on the grounds
that transfers made to the Defendants are voidable as fraudulent
conveyances under Sec. 548 of the Bankruptcy Code.  The Trustee
seeks recovery of not just fictitious profits from Mr. Dwek's
ponzi scheme, but also the Defendants' initial investment of
$1.2 million.  The Defendants opposed the motion.

Bankruptcy Judge Kathryn C. Ferguson grants the Liquidating
Trustee's motion for summary judgment on Count I, in part, but
denies it as to the Defendants' good faith defense.  Judgment is
entered in favor of the Liquidating Trustee for $169,999.86.

The case is Charles A. Stanziale, Jr., v. Victor Sutton, Joseph
Sutton, and Morris Abraham, Adv. Pro. No. 08-1015 (Bankr. D.
N.J.).  A copy of the Court's January 20, 2011 decision is
available at http://is.gd/ws49Llfrom Leagle.com.

Several creditors of Solomon Dwek filed an involuntary petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. D. N.J.
Case No. 07-11757) on February 9, 2007.  On February 13, 2007, SEM
filed for voluntary Chapter 11.  On February 22, 2007, the Solomon
Dwek bankruptcy case was converted to Chapter 11 and it was
administratively consolidated with the SEM bankruptcy.

On February 28, 2006, SEM made three wire transfers totaling
$1,369,999.86 to the Defendants.  Therefore, the transfers were
within the two year period covered by 11 U.S.C. Sec. 548(a)(1)(A).
The next issue is whether the Debtor made these transfers "with
actual intent to hinder, delay or defraud any entity to which the
debtor was or became . . . indebted." 11 U.S.C. Sec. 548(a)(1)(A).
In an attempt to establish that intent, the Liquidating Trustee
seeks to establish the Debtor's intent by establishing that
Solomon Dwek has been running a Ponzi scheme ab initio.


SOUTH EDGE: Asks Court to Dismiss Involuntary Chapter 11 Case
-------------------------------------------------------------
South Edge, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada to dismiss its involuntary Chapter 11 case.

According to the Alleged Debtor, petitioning creditors JPMorgan
Chase Bank; Credit Agricole Corporate and Investment Bank; and
Wells Fargo Bank attempted to abuse the bankruptcy process.

The Alleged Debtor says that this is a dispute between two
factions -- the banks that loaned the Debtor money on a secured
bases and the Debtor and five of its members -- that belongs in,
and currently is being adjudicated in, a non-bankruptcy forum.
"These factions disagree profoundly about the parties' respective
rights under an array of contracts.  The District Court for the
District of Nevada and an arbitration panel already have devoted
substantial judicial resources considering these issues, which
nothing in bankruptcy law or the bankruptcy process will resolve.
The Petitioning Creditors' attempt to foist the battle onto this
Court's docket is a bad faith litigation tactic.  The Court can
and should decline to exercise jurisdiction over what is, at day's
end, a two-party dispute that is best resolved elsewhere," the
Alleged Debtor states.

The Petitioning Creditors, according to the Alleged Debtor, did
not file this case for the purpose of reorganizing the Debtor or
protecting the interests of the Debtor's creditor body.  The
Alleged Debtor claims that the Petitioning Creditors hope to
trigger "springing" guaranties issued by the Builders.  "Using the
Involuntary Petition to advance this ulterior, non-bankruptcy
motive is prototypical bad faith conduct. Courts have been
resolute across the bankruptcy spectrum in condemning parties who
use the bankruptcy process for collateral purposes.  Whatever the
merits of the Petitioning Creditors' position against the
Builders, their effort to advance parochial goals not only is an
affront to this Court, but also risks prejudice to South Edge and
its general unsecured creditors.  Swift dismissal is an
appropriate response to the Petitioning Creditors' strategic abuse
of the bankruptcy process," the Alleged Debtor states.

The Alleged Debtor claims that JPMorgan deliberately sequenced the
involuntary filing to ensure that the refiling of a lapsed
financing statement fell just outside of the U.S. Bankruptcy
Code's 90-day preference period.  The Alleged Debtor states, "The
Petitioning Creditors, who lack individual standing to commence
this case under their own credit agreement, further manipulated
the process, attempting to gerrymander unpaid debts while
simultaneously failing to engage in reasonable pre-filing
investigation.  If the Petitioning Creditors were truly concerned
about legitimate bankruptcy policies or the interests of South
Edge's creditors, they would have filed this case long ago.  The
calculated timing of the Involuntary Petition yet again shows that
the Petitioning Creditors are animated by other, purely self-
interested concerns."

According to the Alleged Debtor, it has one tangible asset, and it
is a tract of undeveloped real property.  The lenders' liens are
claimed to fully encumber all the Alleged Debtor's assets,
including the real estate and rights against the builders.

The Alleged Debtor has no employees or officers of its own.

Absent voluntary capital contributions by the builders, there is
no cash flow or other source of funds to sustain a plan, pay a
trustee and trustee's professionals, pay court or U.S. Trustee
fees, or make adequate protection payments to the lenders.

There are only a few unsecured creditors, and their debts are
being paid on a current basis, the Alleged Debtor says.

The Court has set a hearing for February 4, 2011, at 9:30 a.m. on
the Alleged Debtor's request to dismiss its involuntary Chapter 11
case.

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.

JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on December 9, 2010, in Las Vegas against
South Edge LLC (Bankr. D. Nev. Case No. 10-32968).


SPEEDWAY MOTORSPORTS: Moody's Puts 'Ba2' Rating on Proposed Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Speedway
Motorsports, Inc.'s proposed $150 million senior unsecured notes
due 2019.  SMI intends to utilize the proceeds from the notes as
well as drawings under its credit facility or any other borrowings
available to SMI to redeem the $330 million of outstanding 6.75%
senior subordinated notes due 2013 and pay related fees and
expenses.  The rating on SMI's existing $275 million 8.75% senior
unsecured notes due 2016 was downgraded to Ba2 from Ba1 due to the
removal of the loss-absorbing cushion currently provided by the
subordinated notes once they are redeemed.  SMI's Ba1 Corporate
Family Rating (CFR) and stable rating outlook are not affected.

Assignments:

Issuer: Speedway Motorsports Inc.

   * Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4 -
     64%

Downgrades:

Issuer: Speedway Motorsports Inc.

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD4 - 64% from Ba1, LGD3 - 38%

The refinancing favorably extends the maturity profile of
$100 million of debt and is expected to lower cash interest
expense modestly.  Moody's anticipates the company will utilize
its free cash flow largely to reduce debt and refrain from
material acquisitions over the next 12-18 months.

The proposed notes are guaranteed on a senior unsecured basis
by the company's material domestic subsidiaries.  The covenant
package is similar to the existing 2016 notes and includes a
change of control put at 101% of par and a limitation on
liens that covers all assets with carve-outs permitting up to
$450 million of credit agreement debt to be secured, or secured
debt if the senior secured leverage ratio does not exceed 2.5x.
Moody's estimates approximately $700 million of debt cushion
within the minimum 2.0x fixed charge coverage debt incurrence
ratio, although capacity within the credit facility financial
maintenance covenants is considerably lower.

The existing credit facility is guaranteed by material domestic
subsidiaries and is secured only by the stock of subsidiaries.
Moody's believes the stock pledge on the credit facility provides
limited support to the revolver guarantee, and the credit facility
and senior notes are ranked the same in Moody's loss given default
notching model.  However, the mandatory paydown of the revolver
from 100% of net asset sale proceeds and the lender control
created by financial maintenance covenants in the credit facility
provide protection to the lenders that is not afforded to the
senior note holders.  Moody's therefore utilizes a one notch
override discretion of the loss given default modeling template
implied outcome to rate the senior notes Ba2, which is one notch
below the Ba1 model implied rating for the notes.  Moody's will
withdraw the Ba2 rating on the $330 million senior subordinated
notes when the bonds are redeemed.

SMI's Ba1 CFR reflects its strong market position within the motor
sports industry, high operating margins, and revenue supported by
entitlements to 13 NASCAR Sprint Cup races and other motor sports
events at SMI's facilities, broadcast rights under NASCAR's
national TV contract that runs from 2007 - 2014, and numerous
multi-year corporate sponsorships.  Admissions, race-day spending,
and more discretionary corporate sponsorships are vulnerable to
cyclical downturns. SMI's debt-to-EBITDA leverage is high for the
rating and weakly positions the company within the Ba1 CFR.  In
Moody's opinion, the revenue pressures are largely cyclical and
credit metrics are expected to improve as the economy recovers
with debt-to-EBITDA ultimately declining to a 3x or lower range.
SMI has a moderate revenue base, event risk related to future
leveraging acquisitions and development projects, and some weak
qualitative factors that constrain the rating to speculative-
grade.

The stable rating outlook reflects Moody's expectation that SMI
will continue to generate meaningful free cash flow, reduce debt,
and maintain an adequate liquidity position.  Leverage is expected
to decline over the next 12-18 months as the company continues to
pay down debt and cyclical earnings pressure subsides.

The qualitative factors discussed above limit the likelihood
of an upgrade to investment-grade. However, mitigation of the
qualitative risks along with debt-to-EBITDA sustained below 1.75x
and free cash flow-to-debt above 12.5% after incorporating
potential acquisitions and shareholder distributions, expansion of
the revenue base, and a strong liquidity profile could lead to an
upgrade.

Debt-to-EBITDA leverage sustained above a 3x range due to debt-
financed acquisitions, cash distributions to shareholders, major
development projects, or a sustained decline in profitability from
a deterioration in spectator interest in NASCAR or motor sports,
extended cyclical downturn, or decline in fan attendance at
sporting events due to acts of terrorism or other disruption could
negatively affect the rating or outlook.  Pressure on liquidity
including failure to maintain sufficient covenant headroom could
also lead to downward rating pressure.

The last rating action on SMI was a downgrade of its speculative
grade liquidity rating to SGL-3 from SGL-2 on March 30, 2010.
Moody's also commented on December 13, 2010, that SMI's amendment
to its revolver to increase covenant headroom did not affect the
company's Ba1 CFR, SGL-3 rating, or debt instrument ratings.

SMI's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside SMI's core industry and
believes SMI's ratings are comparable to those of other issuers
with similar credit risk.  The principal methodology used in the
instrument ratings was Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of eight major race tracks.
NASCAR sanctioned events account for the majority of SMI's
approximate $510 million revenue for the LTM ended 9/30/10.


SPRING ER: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Spring ER, LLC
        6300 Richmond, Suite 333
        Houston, TX 77057

Bankruptcy Case No.: 11-30609

Chapter 11 Petition Date: January 21, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Leonard H. Simon, Esq.
                  PENDERGRAFT & SIMON L.L.P.
                  2777 Allen Parkway, Suite 800
                  Houston, TX 77019
                  Tel: (713) 737-8207
                  Fax: (832) 202-2810
                  E-mail: lsimon@pendergraftsimon.com

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

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

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

The petition was signed by James R. Rutherford, sole manager.


SUMMIT BRANTLEY: Payments to Former Employees Delayed
-----------------------------------------------------
Ned B. Hunter at The Jackson Sun reports that Bardo Brantley, the
owner of the now-defunct Summit Brantley Building Innovations,
said he hopes to finish paying all former employees their back
wages within the next 30 days.

The Jackson Sun recounts that the Company received approval of its
plan to pay creditors on November 17 last year.  The Plan's
approval stated that former employees would be paid a portion of
their total back wages "within 30 days of confirmation of the plan
or on Dec. 31, whichever is later," according to bankruptcy
records.

About 20 to 30 of around 150 former employees had received checks
as of Wednesday, Mr. Brantley said, according to the report.  "And
the balance of all employees will be paid within the next 30
days," he said.

Mr. Brantley's attorney Jerome Teel said payments to former
employees had been delayed because Mr. Brantley's new company had
experienced "some delays in collecting some money."

                   About Summit Brantley

Summit Brantley Building Innovations is a defunct Lexington-based
manufacturing company owned by Bardo Brantley.  The Company
manufactured exterior and interior wall panels and floor systems
for multi- and single-family homes and hotels.

Summit Brantley Building Innovations filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Western
District of Tennessee on January 22, 2010 (Bankr. W.D. Tenn. Case
No. 10-10234).  The Company disclosed $811,190 in assets and
$1,238,558 in liabilities in its schedules.


SUMMIT ENTERTAINMENT: S&P Places 'B' on $800MM Credit Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
corporate credit rating to Santa Monica, Calif.-based movie studio
Summit Entertainment, LLC.  The rating outlook is stable.

At the same time, S&P assigned a 'B' preliminary issue-level
rating to the Company's proposed $800 million senior secured
credit facilities, with a preliminary recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

The proposed credit facilities consist of a $200 million five-year
revolving credit facility and a $600 million seven-year term loan.
The facilities will be guaranteed on a senior secured basis by
the issuer's direct and indirect subsidiaries, with certain
exceptions.  The issuer plans to use the net proceeds of the term
loan issuance to repay its existing credit facilities, to make a
distribution to its members, and for working capital and general
corporate purposes, including the funding of film production and
distribution costs.

All ratings are subject to S&P's review of the final transaction
documentation.

"Our preliminary rating on Summit Entertainment reflects the
Company's short operating track record as a film producer, likely
reliance on one film franchise for the majority of revenue over at
least the next three years, and an aggressive financial policy,"
said Standard & Poor's credit analyst Deborah Kinzer.

S&P regards Summit's business risk profile as vulnerable because
of its narrow business focus, revenue concentration on one movie
franchise, and earnings volatility from the timing of hit movie
releases.  In S&P's view, the Company has an aggressive financial
risk profile because S&P expects its credit metrics to fluctuate
significantly, depending on the presence or absence of hit movies,
particularly the two remaining films of the "Twilight" novel-based
franchise.

Summit is a midsize pure-play movie producer and distributor, with
a 5% domestic box office share in 2010.  The Company does not have
any TV production operations, film library, or other business
lines that could otherwise generate cash flow to cushion new-
release volatility.  The revenue base is very concentrated.  The
studio has released only 22 films to date, which are still in
first-cycle release through all movie ancillary markets.  For the
past three years, the majority of box office revenue and home
video sales have been generated by the "Twilight" franchise.  The
final two films of the "Twilight" series are scheduled for release
in late 2011 and late 2012.  The Company will need to develop
other film franchises if it is to maintain its revenue and EBITDA
over the longer term.


TAYLOR & BISHOP: Bridgeview Wants Bankruptcy Case Dismissed
-----------------------------------------------------------
Creditor Bridgeview Bank Group asks the U.S. Bankruptcy Court for
the District of Arizona to dismiss Taylor & Bishop, LLC's
bankruptcy case, or in the alternative, relief from the automatic
stay to allow Bridgeview to prosecute foreclose on its collateral
and to prosecute actions against the Debtor's members for failure
to meet their mandatory funding obligations.

Bridgeview states, "This case presents a classic situation of a
debtor seeking the protections of Chapter 11, despite having no
prospect for reorganization, simply to delay a foreclosure and
extract more favorable repayment terms.  Debtor is a single
purpose entity whose sole assets are a parcel of real estate and a
collection of sports memorabilia, both of which are fully
encumbered by Bridgeview's liens.  The Debtor has few if any
legitimate unsecured creditors, no employees, and no clear
incentive to pursue this Chapter 11 Case, other than to impose
upon Bridgeview repayment terms wholly at odds with the parties'
bargained-for loan agreement."

Bridgeview says that the Debtor's only other sources of income are
the mandatory contributions its members are required to make to
the limited liability company.  According to Bridgeview, the
Debtor was funded by individual members via initial contributions
and promises of future monetary commitments.  The Debtor's
members, however, committed not only to make an initial
contribution, but agreed that each of them make additional
mandatory capital contributions to the Debtor.

The Court has set a final hearing for February 23, 2011, at
10:00 a.m. on Bridgeview's request for dismissal of the Debtor's
bankruptcy case.

Bridgeview is represented by Lewis And Roca LLP.


TAYLOR BEAN: Plan Confirmation Hearing Now Set for March 4
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. sought and
obtained an adjournment, to March 4, of the hearing to consider
confirmation of its Chapter 11 plan.  Taylor Bean had been
scheduled for a contested confirmation hearing to begin Jan. 19.
Taylor Bean said in a court filing that discussions with objecting
creditors made the company "cautiously optimistic" that a
consensual plan could be worked out.

According to the report, at a hearing, Taylor Bean was also
authorized by the bankruptcy judge to sell a 24,000-square-foot
office building in Lawrenceville, Georgia, for $1.35 million.

                        The Chapter 11 Plan

According to Mr. Rochelle, the Disclosure Statement says assets to
be administered under the Plan eventually will total from
$322 million to $521 million.  After claims with higher priority
are paid, between $264 million and $354 million will remain to pay
unsecured creditors, which hold more than $8 billion in claims.
Unsecured creditors are expected recover between 3.3% and 4.4%,
according to the Disclosure Statement.

As reported in the Troubled Company Reporter on September 27, the
Plan proposed by the Debtor and the Official Committee of
Unsecured Creditors contemplates the formation of a single
liquidating trust for the benefit of creditors, which will succeed
to all assets of the Debtors.  The Plan trustee will, among other
things, liquidate the non-cash assets transferred to the plan
trust, reconcile claims against the Debtors, make distributions to
holders of allowed claims, and wind down the Chapter 11 cases and
the Debtors' respective estates.

In addition, the Plan provides for the establishment of a cash
reserve for disputed claims within any particular class.  The
process of distributing cash under the Plan will be completed over
time.

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

                       About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TAYLOR BEAN: Ex-Chairman Chases Docs from Troutman Sanders
----------------------------------------------------------
Bankruptcy Law360 reports that Taylor Bean & Whitaker Mortgage
Corp.'s ex-chairman, Lee Bentley Farkas, is seeking to subpoena
documents from Troutman Sanders LLP and others that he says could
rescue him from a life sentence over his role in a $2 billion
fraud scheme.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TETRAGENEX PHARMACEUTICALS: Prepackaged Plan Declared Effective
---------------------------------------------------------------
Tetragenex Pharmaceuticals, Inc., said its prepackaged plan of
reorganization, as twice amended, became effective January 19,
2011.

Based in part on the acceptance of all voting classes, the U.S.
Bankruptcy Court for the Eastern District of New York on
January 6, 2011, entered an order confirming the Plan and
authorizing the Plan's implementation.

Features of the Plan include (a) the conversion of all general
unsecured debt in the Company to equity; (b) the revesting of all
assets of the prepetition entity in the reorganized Company, free
and clear of all liens, claims, encumbrances and other interests;
and (c) the adoption of the Restated Certificate of Incorporation
and Restated Bylaws, which are included as an exhibit hereto.

Pursuant to the Plan, the Company issued an aggregate of
114,080,000 shares of common stock to creditors.  The shares were
issued under Bankruptcy Code Section 1145.

As of January 19, 2011, the Company has met all conditions
precedent to the Plan's implementation, and accordingly, the Plan
is effective on that date.

A full-text copy of the Second Amended Prepackaged Plan of
Reorganization is available for free at http://is.gd/b3XBZg

A full-text copy of the Confirmation Order is available for free
at http://is.gd/4tEOiQ

                  About Tetragenex Pharmaceuticals

Tetragenex Pharmaceuticals, Inc., fka Innapharma, Inc., is a
developer of peptides to treat depression.  The New York-based
company has a patent for Nemefitide that expires in 2014. The
looming expiration of the patent didn't afford enough time to
complete testing and marketing of the drug in the U.S., the
company said in a court filing.

Tetragenex Pharmaceuticals sought chapter 11 protection (Bankr.
E.D.N.Y. Case No. 10-78439) on Oct. 26, 2010.  That same day it
filed with the Court its Prepackaged Plan of Reorganization and
accompanying Disclosure Statement, dated Aug. 10, 2010.


TRIBUNE CO: Bank Debt Trades at 30% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 70.23 cents-on-the-
dollar during the week ended Friday, January 21, 2011, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.28 percentage
points from the previous week, The Journal relates.  The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 175 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TURKPOWER CORP: Posts $468,600 Net Loss in November 30 Quarter
--------------------------------------------------------------
TurkPower Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $468,587 on $8,016 of revenues for the
three months ended November 30, 2010, compared with a net loss of
$633 on $0 revenue for the same period ended November 30, 2009.

The Company's balance sheet at November 30, 2010, showed
$2.32 million in total assets, $2.76 million in total liabilities,
and a stockholders' deficit of $444,258.

As reported in the Troubled Company Reporter on October 7, 2010,
MaloneBailey LLP, in Houston, Tex., expressed substantial doubt
about TurkPower Corporation's ability to continue as a going
concern, following the Company's results for the fiscal year ended
May 31, 2010.  The independent auditors noted that the Company has
incurred losses from operations and has a working capital deficit
as of May 31, 2010.

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

               http://researcharchives.com/t/s?7264

                   About TurkPower Corporation

New York-based TurkPower Corporation was incorporated on
November 4, 2004, in Delaware.  On May 11, 2010, Global Ink Supply
Co. changed its name to TurkPower Corporation.

On December 23, 2009, the Company entered into the consulting and
service operations business, offering domestic and international
clients consulting services.  The Company acts as a full-service
operator for wind, hydro, solar, and geothermal energy parks in
Turkey.  The Company also generates revenue by entering into
agreements with other entities to provide consulting services to
clients in the energy market.


TURNBERRY/CENTRA: Feb. 1 Auction for Town Square Las Vegas
----------------------------------------------------------
Richard B. Maltz will auction 100% of the the equity interests in
Turnberry/Centra Sub, LLC, at at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP in Manhattan at 3:00 p.m. on
Feb. 1, 2011.

As related in the Troubled Company Reporter on Aug. 9, 2010,
Deutsche Bank Trust, solely in its capacity as the administrative
agent on behalf of certain lenders under a Mezzanine Loan
Agreement and in no other capacity, had initiated foreclosure
proceedings related to a $470 million mortgage loan with
Turnberry/Centra Quad, LLC, that's secured by the 99-acre property
known as Town Square in Las Vegas, Nev.

Further information about the auction is available at
http://www.eastdilsecured.com/offerings/im/TownSquare.htmor by
contacting

        Adam Spies
        Eastdil Secured, L.L.C.
        40 West 57th Street, 22nd Floor
        New York, NY 10005
        Telephone: (212) 315-7200
        Fax: (212) 315-3602


UNITED CONTINENTAL: To Webcast Q4 and 2010 Results on Wednesday
---------------------------------------------------------------
United Continental Holdings, Inc. will hold a conference call to
discuss fourth-quarter and full-year 2010 financial results on
Wednesday, Jan. 26, at 9:30 a.m. CT/10:30 a.m. ET.  A live,
listen-only webcast of the conference call will be available at
unitedcontinentalholdings.com in the "Investor Relations" section.

The webcast will be available for replay within 24 hours of the
conference call and then archived on the website for approximately
three months.

United Continental expects to record special charges of $471
million during the fourth quarter and $658 million for the full
year 2010.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED WESTERN BANK: Closed; First-Citizens Bank Assumes Deposits
-----------------------------------------------------------------
United Western Bank of Denver, Colo., was closed on January 21,
2011, by the Office of Thrift Supervision, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of United Western Bank.

The eight branches of United Western Bank will reopen during
normal banking hours as branches of First-Citizens Bank & Trust
Company.  Depositors of United Western Bank will automatically
become depositors of First-Citizens Bank & Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of United Western Bank should continue to use
their existing branch until they receive notice from First-
Citizens Bank & Trust Company that it has completed systems
changes to allow other First-Citizens Bank & Trust Company
branches to process their accounts as well.

As of September 30, 2010, United Western Bank had around
$2.05 billion in total assets and $1.65 billion in total deposits.
First-Citizens Bank & Trust Company did not pay the FDIC a premium
for the deposits of United Western Bank.  In addition to assuming
all of the deposits of the failed bank, First-Citizens Bank &
Trust Company agreed to purchase essentially all of the assets.

The FDIC and First-Citizens Bank & Trust Company entered into a
loss-share transaction on $1.11 billion of United Western Bank's
assets.  First-Citizens Bank & Trust Company will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-405-8028.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/unitedwestern.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $312.8 million.  Compared to other alternatives, First-
Citizens Bank & Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  United Western Bank is the seventh
FDIC-insured institution to fail in the nation this year, and the
first in Colorado.  The last FDIC-insured institution closed in
the state was Southern Colorado National Bank, Pueblo, on
October 2, 2009.


UNIVERSAL BIOENERGY: Incurs $541,300 Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
On January 18, 2011, Universal Bioenergy, Inc. filed its quarterly
report on Form 10-Q, reporting a net loss of $541,365 on
$6.38 million of revenue for the three months ended Sept. 30,
2010, compared with a net loss of $219,443 on $0 of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

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

               http://ResearchArchives.com/t/s?7254

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.


VANGUARD HEALTH: Moody's Assigns B3 on Proposed Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
unsecured notes being issued by Vanguard Health Holding Company II
and a Caa1 to the proposed unsecured notes of Vanguard Health
Systems, Inc., a parent holding company.  Moody's also affirmed
Vanguard's current debt ratings.  Vanguard's B2 Corporate Family
and Probability of Default ratings and Speculative Grade Liquidity
Rating of SGL-2 remain unchanged but will be reassigned at
Vanguard Health Systems, Inc., the highest level entity in the
organizational structure with rated debt.  The outlook for the
ratings is stable.

Moody's understands that the proceeds of the $375 million holdco
notes will be used to fund a dividend to shareholders while the
proceeds of the $375 million note offering will be used for
general corporate purposes, including potential future
acquisitions.

Following is a summary of Moody's rating actions.

Ratings assigned:

Vanguard Health Holding Company II, LLC

  * $375 million senior unsecured notes due 2019, B3 (LGD4, 61%)

Vanguard Health Systems, Inc.

  * $375 million senior unsecured notes due 2016, Caa1(LGD6, 94%)
  * Corporate Family Rating, B2
  * Probability of Default Rating, B2
  * Speculative Grade Liquidity Rating, SGL-2

Ratings affirmed/LGD assessments revised:

Vanguard Health Holding Company II, LLC

  * $260 million senior secured revolving credit facility due
    2015, to Ba2 (LGD2, 10%) from Ba2 (LGD2, 17%)

  * $815 million senior secured term loan due 2016, to Ba2 (LGD2,
    10%) from Ba2 (LGD2, 17%)

  * $1,175 million 8.0% senior unsecured notes due 2018, to B3
    (LGD4, 61%) from B3 (LGD5, 76%)

Ratings withdrawn:

Vanguard Health Holding Company II, LLC

  * Corporate Family Rating, B2
  * Probability of Default Rating, B2
  * Speculative Grade Liquidity Rating, SGL-2

"While the considerable increase in the debt load to fund a
dividend to shareholders in the same period the company will be
required to complete a significant integration of acquired
facilities raises some concerns, we do not expect leverage to
reach levels that the company had successfully operated with
previously," said Dean Diaz, a Moody's Senior Credit Officer.
"Vanguard's already good liquidity profile will also further be
enhanced by the cash raised in the proposed transaction,"
continued Diaz.

Vanguard's B2 Corporate Family Rating reflects the considerable
financial leverage of the company and the risks involved in
completing a transformational acquisition that entails entering a
new and challenging market and will require a substantial
investment in future periods.  Additionally, while the acquisition
of Detroit Medical Center will provide additional scale and
decrease reliance on the San Antonio and Phoenix markets,
geographic concentration in the Detroit market, in terms of total
revenue contribution, will be even higher than the company's
previous concentrations.  The rating also reflects the expectation
that the company will maintain very good liquidity over the near
term, characterized by a continuation of the stable cash flow
generation and a considerable cash balance.

Given the sizeable increase in leverage resulting from the
distribution to shareholders and the expectation that the company
could aggressively pursue additional acquisition opportunities
with the cash raised in this most recent offering, Moody's does
not expect an upgrade of the ratings in the near term.  However,
if Vanguard can implement its capital spending plan and fund the
committed capital spending at DMC while continuing the improvement
in credit metrics seen prior to the recent distribution to
shareholders, Moody's could consider positive pressure on the
rating.

If operating results deteriorate, either through market specific
pressures, industry challenges or integration issues, Moody's
could change the outlook to negative or downgrade the ratings.
For example, if the company is not expected to be able to improve
credit metrics from the current levels through continued growth in
the business and EBITDA, Moody's could consider a negative action
on the ratings.

Moody's last rating action was on January 20, 2010, when Moody's
assigned ratings to the company's recapitalized debt structure,
including the current credit facility and unsecured bonds and also
assigned a Speculative Grade Liquidity Rating of SGL-2.  Moody's
also affirmed Vanguard's ratings on June 29, 2010 when the company
announced a $225 million add on to its senior unsecured notes.

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

Headquartered in Nashville, Tennessee, Vanguard owns and operates
acute care hospitals and complementary outpatient facilities
principally located in urban and suburban markets.  Vanguard
currently operates 26 acute care and specialty hospitals in five
states.  For the twelve months ended September 30, 2010, the
company generated approximately $3.5 billion in net revenue.


VILLAGE LIGHT: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Village Light, LLC
        7095 Hollywood Boulevard, #542
        Los Angeles, CA 90028

Bankruptcy Case No.: 11-12334

Chapter 11 Petition Date: January 19, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Bruce Boice, Esq.
                  LAW OFFICE OF BOICE & ASSOCIATES
                  716 E. Lincoln Avenue
                  Orange, CA 92865
                  Tel: (949) 690-8647
                  Fax: (949) 612-0859
                  E-mail: bboice@lawyer.com

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

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

The petition was signed by Omry Reznik.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Citibank, NA                       Deed of Trust        $5,200,000
201 W. Lexinton
Glendale, CA 91203


VITESSE SEMICONDUCTOR: Prepays $8 Million to Whitebox VSC
---------------------------------------------------------
On January 18, 2011, Vitesse Semiconductor Corporation made a
principal prepayment in the amount of $8.0 million on its Senior
Term Loan with Whitebox VSC, Ltd., which reduced the outstanding
principal amount from $25.0 million to $17.0 million.  The Company
also had $1.3 million of accrued payment-in-kind interest on the
Senior Term Loan outstanding as of September 30, 2010.

The Senior Term Loan has an interest rate of 8.5% per annum and
includes 2.0% PIK interest, plus an additional 0.3% PIK interest
for every $1.0 million above $15.0 million of unpaid principal.
As a result of the prepayment of principal, the additional PIK
interest will be reduced by 2.4% per annum.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company's balance sheet at Sept. 30, 2010, showed
$97.53 million in total assets, $118.73 million in total
liabilities, and a stockholders' deficit of $21.20 million.


WASHINGTON MUTUAL: Judge Limits Issues in Plan Retrial
------------------------------------------------------
Steven Church at Bloomberg News reports that U.S. Bankruptcy Judge
Mary F. Walrath agreed to limit the issues Washington Mutual Inc.
must fight about when it tries again to win approval of its plan
to pay creditors more than $7 billion.  Judge Walrath set a
March 28 hearing for WaMu's second court hearing on its bankruptcy
payment plan.  The Company need only seek approval of the changes
it will propose to the original plan, which Judge Walrath rejected
on Jan. 7.

The Bloomberg report relates that WaMu is seeking to rewrite its
bankruptcy plan to comply with a list of complaints Judge Walrath
raised in her ruling.  While the judge approved the central
feature of the plan, a $10 billion settlement with JPMorgan Chase
& Co. and the Federal Deposit Insurance Corp., she said other
issues must be addressed before she can approve the proposal.

As reported by the Troubled Company Reporter, Judge Walrath
rejected the bankruptcy plan earlier this month because it
released from all legal liability the official creditors committee
and trustees involved in the case.

Bloomberg relates that on separate issues, Judge Walrath put off
until Feb. 8 a request by shareholders for permission to
investigate four hedge funds accused of using inside information
to trade bankruptcy claims. Judge Walrath will also consider
giving the shareholders permission to speed up their appeal of her
decision to approve the JPMorgan settlement.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: To File Revised Plan by End of Month
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc. told a bankruptcy judge
January 20 that a revised Chapter 11 plan for the bank holding
company probably will be filed by the end of this month.
According to the report, WaMu said Feb. 25 may be the date to
consider approving revised election forms and other documents to
be given creditors.  A confirmation hearing to approve the plan
could take place on March 28, WaMu's lawyer said.

Mr. Rochelle relates that the official shareholders' committee
filed papers last week seeking authority to investigate whether
some noteholders traded in securities of the company based on non-
public information.  The Equity Committee referred to the judge's
Jan. 7 opinion denying WaMu's plan -- the judge mentioned that
allegations were made at the confirmation hearing that some
creditors traded on confidential information.  The Committee said
the probe would relate to whether the noteholders -- holders of
PIERS securities that would become holders of new equity under the
Plan -- should be given releases, whether their claims should be
subordinated, and the interest rates that should be paid on their
claims.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WENDY'S/ARBY's: Moody's Affirms 'B3' Rating on $565 Million Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wendy's / Arby's
Restaurant, LLC, including its B2 Corporate Family Rating and
Probability of Default Rating.  In addition, Moody's changed WAR's
outlook to developing from stable.  The outlook change was
prompted by the company's announcement that it is exploring
strategic alternatives for Arby's Restaurant Group, Inc.,
including a sale of the brand.

"The change in outlook to developing reflects the uncertainty in
regards to the timing, ultimate terms and conditions, and use of
proceeds if a sale of Arby's is consummated" Stated Bill Fahy,
Moody's Senior Analyst.  If a sale is consummated, the impact upon
the post transaction company's credit profile and credit ratings
could be positive, negative, or neutral depending upon how
divestiture proceeds are deployed.

The affirmation of WAR's B2 CFR reflects the company's high
leverage and weak coverage, as well as its good liquidity and
meaningful scale.  The ratings also reflect Wendy's reasonable
brand strength versus its peers, but also consider its more modest
scale and limited day-part offering than either McDonald's or
Burger King.  The ratings also reflect the weak operating
performance at Arby's and its smaller scale versus Wendy's and
other quick service restaurants.  Moody's also believes that soft
consumer spending will continue to pressure the operating margins
of both restaurant concepts -- although more so at Arby's.

Ratings affirmed and LGD point estimates updated are:

Wendy's / Arby's Restaurants, LLC (WAR)

   * Corporate Family Rating at B2

   * Probability of Default Rating at B2

   * $150 million senior secured revolving credit facility
     expiring 2015 at Ba2 (LGD 2, 16% from LGD 2, 17%)

   * $500 million senior secured term loan B due 2017 at Ba2 (LGD
     2, 16% from LGD 2, 17%)

   * $565 million guaranteed senior unsecured notes due 2016 at B3
     (LGD 4, 61% from LGD 4, 62%)

Wendy International Inc.

   * $100 million 7% senior unsecured notes due 12/15/2025 at Caa1
     (LGD 6, 91%)

   * $225 million 6.2% senior unsecured notes due 6/14/2014 at
     Caa1 (LGD 6, 91%)

Factors that could result in a ratings downgrade include a decline
in operating performance, a debt-financed acquisition, or a sale
of Arby's without a commensurate reduction in debt given that any
combination of these factors could result in weaker near-term and
long-term debt protection metrics and liquidity.  A downgrade
could occur if debt to EBITDA migrates toward 6.5 times or EBITA
coverage of interest fell towards 1.0 time.

A ratings upgrade is not likely in the near-term given soft
consumer spending trends, limited earnings visibility, and the
uncertainty regarding the possible sale of Arby's and the use of
divestiture proceeds.  Longer-term ratings improvement would
require an ultimate conclusion to strategic alternative for Arby's
or improved operating performance at Arby's if the brand is not
sold, as well as substantially stronger enterprise-wide debt
protection measures.  Specifically, WAR would need to achieve and
sustain debt to EBITDA below 4.75 times and EBITA coverage of
interest of above 1.75 times.

The principal methodology used in rating Wendy's / Arby's
Restaurants, LLC was Moody's Global Restaurant Industry
Methodology, published in June 2008 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.

The most recent rating action on WAR and its subsidiaries, Wendy's
and Arby's, occurred on May 10, 2010, when Moody's downgraded the
company $565 million of senior unsecured notes to B3 from B2, and
affirmed its B2 Corporate Family and Probability of Default
ratings with a stable outlook.

Wendy's / Arby's Restaurants, LLC., a wholly owned subsidiary of
Wendy's / Arby's Group, is the parent company of Arby's Restaurant
Group Inc. and Wendy's International Inc.  Annual revenues are
approximately $3.6 billion.


WHITTENBURG PROPERTIES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Whittenburg Properties Inc.
        P.O. Box 1539
        Calhoun, GA 30703

Bankruptcy Case No.: 11-40129

Chapter 11 Petition Date: January 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-40129.pdf

The petition was signed by Hoyt Whittenburg, president.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Whittenburg, William Hoyt             11-40116            01/18/11


WL HOMES: Judge Denies Proposed Arbitration Program
---------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge Wednesday
declined to approve a binding arbitration program proposed by WL
Homes LLC's liquidation trustee to settle faulty construction
claims, saying he couldn't deprive the claimants of litigation
rights in the context of a Chapter 7 case.

                          About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


YUCCA GROUP: Court Grants PEI Asset Relief From Automatic Stay
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved The Yucca Group, LLC's settlement agreement with PEI
Asset Pool III, LLC, granting PEI relief from automatic stay.

The Debtor reached a settlement agreement with PEI by which the
Debtor will stipulate to PEI having relief from the automatic stay
with respect to certain property at 6735 Yucca Street, Los Angeles
(Hollywood), CA 90028, in exchange for the payment of $400,000 to
the bankruptcy estate.

PEI is granted immediate relief from the automatic stay to proceed
with foreclosure of the 39 units in the 54-unit luxury condominium
complex known as the "Hollywood" located at 6735 Yucca Street, Los
Angeles (Hollywood), California 90028.  Any foreclosure will
however be contingent and conditioned on the payment by PEI to the
Debtor.

PEI may enforce its remedies to foreclose upon and obtain
possession of the Property in accordance with applicable non-
bankruptcy law, but agrees not to pursue its deficiency claim
against the Debtor or property of the estate.  PEI reserves its
right to pursue collection of the deficiency claim against
guarantors, other than the Debtor's managing director Mel Kimman
and Yvonne Sturm-Kimman (as the Kimmans are to be released from
their guaranties).  The court order will be binding and effective
despite any conversion of the Debtor's bankruptcy case to a case
under any other chapter of the U.S. Bankruptcy Code.

PEI is required to expeditiously record the notice of sale and to
conduct the foreclosure sale as soon as reasonably possible.  On
the closing date, or the date of the recordation of the trustee's
deed evidencing the transfer of title to the Property to PEI or
another buyer through the foreclosure sale, PEI will pay to the
Debtor the sum of $400,000.

PEI's previously filed proof of claim is deemed withdrawn and PEI
will have no claim in the bankruptcy case for the $400,000 to be
paid by PEI, or for any other purpose or sum; provided however PEI
will retain a deficiency claim against the Debtor but the claim is
solely and exclusively for the purposes of pursuing the Kimmans,
or the non signing guarantors, and not pursing the Debtor.

Effective on the Closing Date and payment of the $400,000, the
Debtor and the Non Signing Guarantors are deemed to have
completely released, dismissed, and discharged PEI from all claims
or causes of action including but not limited to those that could
have been raised whether in The Yucca Group dba Metro Modern
Developers, a California Limited Liability Company vs. PEI Asset
Pool III, a California Limited Liability Company, Case No. BC
443180, the motion for relief from the automatic stay, or
elsewhere, that arose or could have arisen prior to the date of
the entry of the court order relating to transactions between PEI
on one hand and the Debtor and the the Non Signing Guarantors on
the other hand.

Effective on the Closing Date, PEI is deemed to have completely
released, dismissed, and discharged the Debtor, and the Non
Signing Guarantors of and from all claims or causes of action
including but not limited to those that could have been raised
whether in PEI Asset Pool III, LLC vs. Avishay Weinberg, Yvonne
Sturm-Kimman, Mel Kimman and Gabriel Tauber, Case No. LC091628 in
the Los Angeles Superior Court against the Debtor's guarantors,
seeking to recover under their guarantees of the PEI Loan, the
motion for relief from the automatic stay, or elsewhere, that
arose or could have arisen prior to the date of the entry of this
Order relating to transactions between PEI, on one hand and the
Debtor and the Non Signing Guarantors on the other hand.

The Settlement Agreement provides for the assignment of a certain
"wrap" insurance policy to PEI.  PEI will pay secured prepetition
and postpetition property taxes which are due and unpaid.  The
Debtor has been segregating the amounts of postpetition property
taxes in a separate account labeled "Cash Reserves for Property
Taxes".  Presently there is approximately $48,000 segregated in
that account.  Upon execution of the Settlement Agreement, the
Debtor will transfer to PEI the fund segregated for the purpose of
paying postpetition property taxes.

To the extent that any insurance policy or any other agreement,
policy, or contract is deemed an executor contract, the Debtor
intents to assume same and assign those executor contracts to PEI.
In case the Wrap Insurance Policy isn't deemed an executor
contract, the Debtor intends to sell and assign the policy to PEI.

PEI is represented by Bovitz & Spitzer.

The Non Signing Guarantors are represented by Rutter Hobbs &
Davidoff Incorporated.

Headquartered in Woodland Hills, California, The Yucca Group, LLC,
aka Metro Modern Developers, develops, builds, and sells
residential real estate property.  It filed for Chapter 11 on
February 24, 2010 (Bankr. C.D. Calif. Case No. 10-12079).
Friedman Law Group serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated its assets and debts at
$10 million to $50 million.


* Regulators Shut 4 Banks Friday; Year's Failures Now 7
-------------------------------------------------------
On Friday, regulators seized, and the Federal Deposit Insurance
Corp. took over, four banks, including United Western Bancorp,
which had more than $2 billion in assets.  First Citizens
BancShares Inc., based in Raleigh, North Carolina, acquired
Denver, Colorado-based United Western's assets, including deposits
of $1.65 billion, and eight branches.

Banks in North Carolina, South Carolina and Georgia were also
shut.  First Bank took over the assets of The Bank of Asheville,
in Asheville, North Carolina, and Certus Bank, N.A., bought
Easley, South Carolina-based CommunitySouth Bank & Trust.  The
FDIC failed to sign a deal for the sale of the assets of
Enterprise Banking Company, in McDonough, Georgia.

To protect Enterprise's depositors, the FDIC created the Deposit
Insurance National Bank of McDonough, which will remain open until
January 28, 2011, to allow depositors access to their insured
deposits and time to open accounts at other insured institutions.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                      Assets of  Bank That Assumed    to Insurance
                    Closed Bank  Deposits & Bought    Fund
   Closed Bank       (millions)  Certain Assets       (millions)
   -----------      -----------  -----------------    ------------
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8

Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             860 Banks Now in FDIC's Problem List

The FDIC said in is latest quarterly banking profile that the
number of institutions on its "Problem List" rose to 860 as of
Sept. 30, 2010 from 829 at June 30, 2010.  There were 775 banks on
the list at the end of the first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.

The Deposit Insurance Fund balance -- the net worth of the fund --
was negative $8 billion at the end of the third quarter of 2010
from negative $15.2 billion from June 30, 2010.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

             Problem Institutions      Failed Institutions
             --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* Creditors Face New FDIC Claims Resolution Rules
-------------------------------------------------
Bankruptcy Law360 reports that the Federal Deposit Insurance Corp.
has inched closer to implementing new orderly liquidation
authority for large financial companies by approving a rule that
will require creditors to shoulder substantial losses on their
claims unless the FDIC says otherwise.


* California Hotel Foreclosures Rose in Fourth Quarter
------------------------------------------------------
California hotel foreclosures rose 16% in the fourth quarter as
the most populous U.S. state suffered from an economic slump and
unemployment lingered above 12%, Nadja Brandt at Bloomberg News
reported, citing Atlas Hospitality Group.

The number of foreclosed lodging properties climbed to 138 from
119 in the third quarter, the Irvine, California-based brokerage,
which specializes in hotels, said in a statement, according to
Bloomberg News.  The largest hotel in the state foreclosed on in
2010 was the 512-room Holiday Inn in San Jose, Atlas said.
California has had to deal with $100 billion in budget gaps during
the past three years.

"We are predicting that the number of hotels in default and
foreclosure will continue to increase through the first half of
2011 and then we will start to see a leveling off," Atlas said in
its statement.


* S&P: European Gaming Co. Becomes 1st Corp. Default in 2011
------------------------------------------------------------
Czech Republic-based gaming company SAZKA defaulted early this
month -- the first default of 2011, said an article published
Jan. 20 by Standard & Poor's Global Fixed Income Research, titled
"And They're Off, The First Default Of 2011 Recorded."  By
comparison, 11 global corporate issuers defaulted during the same
period in 2010 (nine U.S.-based issuers, one Australian issuer,
and one Canadian issuer).

SAZKA missed a principal payment, which was one of the top reasons
for default in 2010.  Of the defaults during the year, 28 resulted
from missed interest or principal payments, 25 defaults resulted
from Chapter 11 and foreign bankruptcy filings, 23 from distressed
exchanges, three from receiverships, and one each from regulatory
directives and administration.

S&P expects that the default rate will continue to decline in
2011.  Its baseline projection for the U.S. corporate speculative-
grade default rate in the 12 months ending in September 2011 is
2.4% (35 defaults).   S&P believes that this likely will be close
to the trough for this cycle.  S&P's alternative forecasts are
2.0% (29 defaults) at the optimistic end and 4.5% (66 defaults) at
the pessimistic end.  Its pessimistic scenario is the same as the
long-term (1981 to 2009) average default rate and is a slight
increase from the current level.

S&P bases its forecasts on quantitative and qualitative factors
that we consider, including, but not limited to, Standard & Poor's
proprietary default model for the U.S. corporate speculative-grade
bond market.  S&P updates its outlook for the U.S. issuer-based
corporate speculative-grade default rate each quarter after
analyzing the latest economic data and expectations.


* Study Debunks Hype Around Municipal Defaults, Bankruptcies
------------------------------------------------------------
Dow Jones' DBR Small Cap says that recent media reports revealed
that suggest state and local governments could default on their
debt or file for bankruptcy because they face large budget
deficits and massive unfunded pension liabilities overstate the
issue, the Center on Budget and Policy Priorities said in a new
report.

"A spate of recent articles regarding the fiscal situation of
states and localities have lumped together their current fiscal
problems, stemming largely from the recession, with longer-term
issues relating to debt, pension obligations, and retiree health
costs, to create the mistaken impression that drastic and
immediate measures are needed to avoid an imminent fiscal
meltdown," Iris J. Lav and Elizabeth McNichol said in the report
obtained by Dow Jones'.

State and local governments do need to take more immediate steps
to resolve projected budget gaps, the non-profit, non-partisan
group said, Dow Jones' adds.


* Republicans Push for State Bankruptcy Law
-------------------------------------------
As widely reported, Newt Gingrich, the former speaker of the House
of Representatives, is pushing for legislation that would allow
U.S. states to file for bankruptcy.

Mr. Gingrich, a Republican party figure and a potential
presidential candidate for 2012, told Reuters that the legislation
will likely be introduced in Congress within the next month and
has support in both the House and the Senate.

According to Reuters, for months, Mr. Gingrich has championed
letting states file for bankruptcy in order to handle their long-
term budget problems despite resistance from states and investors
in the $2.8 trillion municipal bond market.

Republicans are pushing for the legislation to preclude the need
for massive federal bailouts.

"We are not interested in a bailout," Representative Paul Ryan, a
Wisconsin Republican and chairman of the House Budget Committee,
said at a Jan. 6 forum in Washington, according to reporting by
Bloomberg News.

"Should taxpayers in Indiana, who have paid their bills on time,
who have done their job fiscally, be bailing out Californians, who
haven't?" he said.  "No, that's a moral hazard we are not
interested in creating."

According to Bloomberg News, Utah Representative Jason Chaffetz
said Republicans have contacted bankruptcy attorneys to discuss
ways to change the law to allow states to restructure financial
obligations such as debts to retirees.  He said it hasn't been
decided whether that would mean allowing states to file for
bankruptcy.

According to CHICAGOIST.com, U.S. Senator Mark Kirk has joined the
Republican call to let states like Illinois go bankrupt rather
than have a federal buyout.

Closing the door to U.S. aid may further stress states facing more
than $140 billion in budget deficits next fiscal year, Bloomberg
News reported, citing the Center on Budget and Policy Priorities,
a Washington research group.

The Republican party won control of the House in mid-term
elections in November.  However, Democrats still control the
Senate and the White House.


* Gov. Says Massachusetts 'Doesn't Need' State Bankruptcy
---------------------------------------------------------
The Associated Press reports that Massachusetts is facing at least
a $1 billion budget gap, but Gov. Deval Patrick says there is no
need for the state to consider filing for bankruptcy.

The AP relates that states currently are prevented from filing for
bankruptcy, as a corporation or city might.  But some like
Illinois and California are facing situations so dire that
bankruptcy has been discussed as a possible way to break union
contracts and reconstitute their financial situation.

Gov. Patrick says, "We don't need that."  And when asked if he's
considered it, he replies, "Nope."

He will unveil a fiscal 2012 budget next week containing heavy
cuts in large part required by a loss of federal stimulus money.


* George Paine to Retire From Nashville Bankruptcy Bench
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that George C. Paine, a bankruptcy judge in Nashville,
Tennessee, is retiring after 30 years on the bench.  Judge Paine,
63, has been chief bankruptcy judge for his district since 1984.
He will step down at the end of the year, providing time for the
U.S. Court of Appeals in Cincinnati to name a successor.

According to the report, asked in an interview what he will do
next, Judge Paine said, "I am open to about anything."  Being a
bankruptcy judge is "probably the most fun job in the country," he
said.  In his letter to the circuit court announcing his
resignation, Judge Paine said the "federal judiciary is grossly
underappreciated in regards to salary."  He noted that federal
judges haven't had a salary increase since 1989 and were denied
cost of living increases five times.

Judge Paine served as president of the National Conference of
Bankruptcy Judges and is a fellow of the American College of
Bankruptcy.  He was a lieutenant in the U.S. Army, serving in
Vietnam.


* Weil Gotshal Earns Spot in Law360's Bankruptcy Group Of The Year
------------------------------------------------------------------
Guiding shopping mall owner and operator General Growth Properties
Inc., hotel owner Extended Stay Inc. and Texas Rangers Baseball
Properties through the rocky shoals of Chapter 11, among other
notable accomplishments, has helped earn Weil Gotshal & Manges
LLP's restructuring team a place among Law360's Bankruptcy Groups
of 2010.


* BOND PRICING -- For the Week From Jan. 17 to 21, 2011
-------------------------------------------------------

  Company          Coupon      Maturity  Bid Price
  -------          ------      --------  ---------
155 E TROPICANA     8.750%     4/1/2012     4.659
ABITIBI-CONS FIN    7.875%     8/1/2009    15.125
ADVANTA CAP TR      8.990%   12/17/2026    13.500
AMBAC INC           5.950%    12/5/2035    14.250
AMBAC INC           6.150%     2/7/2087     2.020
AMBAC INC           7.500%     5/1/2023    12.500
AMBAC INC           9.375%     8/1/2011    19.875
AMBAC INC           9.500%    2/15/2021    14.000
AMBASSADORS INTL    3.750%    4/15/2027    37.500
BANK NEW ENGLAND    8.750%     4/1/1999    13.000
BANK NEW ENGLAND    9.875%    9/15/1999    12.813
BANKUNITED FINL     6.370%    5/17/2012     7.750
BLOCKBUSTER INC     9.000%     9/1/2012     1.632
BOWATER INC         6.500%    6/15/2013    31.000
CAPMARK FINL GRP    5.875%    5/10/2012    44.250
COLONIAL BANK       6.375%    12/1/2015     0.200
CS FINANCING CO    10.000%    3/15/2012     3.000
CURAGEN CORP        4.000%    2/15/2011    90.300
DUNE ENERGY INC    10.500%     6/1/2012    71.000
EDDIE BAUER HLDG    5.250%     4/1/2014     5.000
EVERGREEN SOLAR     4.000%    7/15/2013    31.000
FAIRPOINT COMMUN   13.125%     4/1/2018    10.375
FAIRPOINT COMMUN   13.125%     4/2/2018    10.125
FRIEDE GOLDMAN      4.500%    9/15/2004     0.950
GENERAL MOTORS      7.125%    7/15/2013    33.331
GENERAL MOTORS      9.450%    11/1/2011    33.000
GREAT ATLA & PAC    5.125%    6/15/2011    34.063
GREAT ATLA & PAC    6.750%   12/15/2012    32.000
GREAT ATLANTIC      9.125%   12/15/2011    27.188
HARRY & DAVID OP    9.000%     3/1/2013    43.500
LEHMAN BROS HLDG    1.500%    3/23/2012    22.875
LEHMAN BROS HLDG    4.500%     8/3/2011    22.000
LEHMAN BROS HLDG    4.700%     3/6/2013    22.500
LEHMAN BROS HLDG    4.800%    2/27/2013    22.750
LEHMAN BROS HLDG    4.800%    3/13/2014    22.500
LEHMAN BROS HLDG    5.000%    1/22/2013    22.750
LEHMAN BROS HLDG    5.000%    2/11/2013    22.750
LEHMAN BROS HLDG    5.000%    3/27/2013    22.271
LEHMAN BROS HLDG    5.000%     8/3/2014    21.250
LEHMAN BROS HLDG    5.000%     8/5/2015    23.000
LEHMAN BROS HLDG    5.100%    1/28/2013    22.000
LEHMAN BROS HLDG    5.150%     2/4/2015    20.500
LEHMAN BROS HLDG    5.250%     2/6/2012    22.500
LEHMAN BROS HLDG    5.250%    2/11/2015    21.807
LEHMAN BROS HLDG    5.500%     4/4/2016    23.000
LEHMAN BROS HLDG    5.625%    1/24/2013    24.250
LEHMAN BROS HLDG    5.750%    7/18/2011    23.000
LEHMAN BROS HLDG    5.750%    5/17/2013    23.000
LEHMAN BROS HLDG    5.750%     1/3/2017     0.010
LEHMAN BROS HLDG    5.875%   11/15/2017    21.000
LEHMAN BROS HLDG    6.000%    7/19/2012    23.500
LEHMAN BROS HLDG    6.000%    6/26/2015    22.750
LEHMAN BROS HLDG    6.000%   12/18/2015    22.500
LEHMAN BROS HLDG    6.000%    2/12/2018    22.750
LEHMAN BROS HLDG    6.200%    9/26/2014    22.500
LEHMAN BROS HLDG    6.625%    1/18/2012    22.625
LEHMAN BROS HLDG    6.875%    7/17/2037     0.505
LEHMAN BROS HLDG    8.000%     3/5/2022    21.750
LEHMAN BROS HLDG    8.050%    1/15/2019    21.750
LEHMAN BROS HLDG    8.500%     8/1/2015    22.000
LEHMAN BROS HLDG    8.500%    6/15/2022    18.250
LEHMAN BROS HLDG    8.750%   12/21/2021    22.500
LEHMAN BROS HLDG    8.800%     3/1/2015    21.100
LEHMAN BROS HLDG    9.000%     3/7/2023    21.750
LEHMAN BROS HLDG    9.500%   12/28/2022    22.500
LEHMAN BROS HLDG    9.500%    1/30/2023    22.500
LEHMAN BROS HLDG    9.500%    2/27/2023    20.000
LEHMAN BROS HLDG   10.000%    3/13/2023    21.425
LEHMAN BROS HLDG   10.375%    5/24/2024    21.000
LEHMAN BROS HLDG   11.000%    6/22/2022    22.500
LEHMAN BROS HLDG   11.000%    3/17/2028    20.000
LEHMAN BROS HLDG   18.000%    7/14/2023    22.500
LEHMAN BROS INC     7.500%     8/1/2026    12.000
LOCAL INSIGHT      11.000%    12/1/2017    13.000
MAGNA ENTERTAINM    7.250%   12/15/2009     4.900
MAJESTIC STAR       9.750%    1/15/2011     7.500
MGM MIRAGE          8.375%     2/1/2011   100.100
MOHEGAN TRIBAL      8.375%     7/1/2011    59.000
NEW PLAN EXCEL      4.500%     2/1/2011    99.975
NEWPAGE CORP       10.000%     5/1/2012    61.063
NEWPAGE CORP       12.000%     5/1/2013    29.000
PALM HARBOR         3.250%    5/15/2024    44.000
RESTAURANT CO      10.000%    10/1/2013    35.000
RESTAURANT CO      10.000%    10/1/2013    33.000
RYERSON TULL INC    8.250%   12/15/2011    65.020
SPHERIS INC        11.000%   12/15/2012     2.875
THORNBURG MTG       8.000%    5/15/2013     6.000
TIMES MIRROR CO     7.250%     3/1/2013    43.000
TRANS-LUX CORP      8.250%     3/1/2012    14.750
TRICO MARINE        3.000%    1/15/2027     6.875
TRICO MARINE SER    8.125%     2/1/2013    10.750
VESTA INSUR GRP     8.750%    7/15/2025     0.500
VIRGIN RIVER CAS    9.000%    1/15/2012    48.750
WASH MUT BANK FA    5.125%    1/15/2015     0.255
WASH MUT BANK NV    5.500%    1/15/2013     0.010
WCI COMMUNITIES     4.000%     8/5/2023     1.302
WOLVERINE TUBE     15.000%    3/31/2012    35.000



                           *********

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.

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On Thursdays, the TCR delivers a list of recently filed
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
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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
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are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission ***