TCR_Public/110125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 25, 2011, Vol. 15, No. 24

                            Headlines

1804 SECOND: Case Summary & 20 Largest Unsecured Creditors
A ONE MANAGEMENT: Court Voids Tenancies at 577 Warren Property
ACCEPTANCE INSURANCE: Granite Re Entitled to Judgement Interest
ALLEGIANCE HAWKS: Files Schedules of Assets and Liabilities
ALLIED SECURITY: Moody's Puts Low-B Rating on Three Proposed Loans

AMBAC FINANCIAL: Fails to Reach Deal on $7.3 BB NOLS Allocation
AMBAC FINANCIAL: Objects to K. Veera Plea for Discovery
AMBAC FINANCIAL: Commences Adv. Proceeding Against K. Veera
AMBAC FINANCIAL: IRS Answers Lawsuit, Seeks to Withdraw Reference
AMERICAN ACHIEVEMENT: S&P Puts 'B' Rating on $365MM 2nd Lien Notes

AMERICAN INT'L: Benmosche to Stay for Next 12 to 18 Months
AMR CORP: Board OKs 2011 Incentive Plan for American Airlines
ANGIOTECH PHARMACEUTICALS: Common Stock Delisted from NASDAQ
APPLESEED'S INTERMEDIATE: Files Pre-Negotiated Reorganization Plan
APPLESEED'S INTERMEDIATE: Has Interim OK to Obtain DIP Financing

APPLESEED'S INTERMEDIATE: Sec. 341(a) Meeting Set for Feb. 10
ATLANTIC BROADCASTING: Hires Media Services to Sell Stations
BAKERS FOOTWEAR: Wells Fargo and Company Has 7.35% Equity Stake
BATCH DEVELOPMENT: Properties Placed Into Receivership
BCBG MAX: Moody's Notes of Aug. 10 Maturity of $110MM Loan

BEEBE & SWEARINGEN: Voluntary Chapter 11 Case Summary
BIOFUEL ENERGY: Registers Add'l Subscription Rights for Shares
BLOCKBUSTER INC: Lenders Move Plan Filing Deadline to February 4
BLOCKBUSTER INC: Needs More Cash to Exit Bankruptcy
BLOCKBUSTER INC: Plan Filing Exclusivity Extended Until March 21

BROWN & ASSOCIATES: Dist. Ct. Affirms Termination of PPM Lease
CAPARRA HILLS: Fitch Assigns 'BB' Initial Issuer Default Rating
CARGO TRANSPORTATION: Has Loan Plus Restructuring Officer
CB HOLDINGS: Sees Remaining Restaurant Sales 'In Short Order'
CELEBRITY RESORTS: Counsel Fees Slashed by $10K for Late Affidavit

CENTER FOR JEWISH: Donors Give $30 Million for Debt Service
CHARLES J KANE: Stewart Tilghman et al. Fraud Suit Goes to Trial
CHEM RX: Lost $109 Million in 2008 and 2009
CITIGROUP INC: Treasury to Auction Off 465.1-Mil. Warrants Today
COMMONWEALTH BIOTECHNOLOGIES: Files for Chapter 11 Reorganization

COMMONWEALTH BIOTECHNOLOGIES: Case Summary & Creditors List
CONSOLIDATED HORTICULTURE: May Lay Off 311 Workers in Early March
COOPER COS: S&P Raises Corporate Rating to 'BB+', Outlook Stable
CORNER DEVELOPMENT: Selling Assets to Pay Off Debts
COSINE COMMUNICATIONS: To Deregister Common Stock

CYTOMEDIX INC: Common Stock to Trade on OTC Bulletin Board
DEEP MARINE: Court Subordinates Minority Shareholders' Claims
DEEP DOWN: 1st to 3rd Quarter 2010 Reports to Be Restated
DELTA AIR: Reports $19 Million Profit in Fourth Quarter
DELTA AIR: Court Enters Final Decree Closing Chapter 11 Case

DELTA AIR: Wins Modification of Plan Injunction as to Ga. Case
DELTA AIR: Parties Stipulate on D. Smith Appeal Dismissal
DELTA AIR: Files Objections to 19 Claims
ECOSPHERE TECHNOLOGIES: Files Services Agreements
ENCORE MARKETING: Case Summary & 20 Largest Unsecured Creditors

EXTENDED STAY: Files 2nd Post-Confirmation Status Report
EXTENDED STAY: Examiner Discharged From Duties
EXTENDED STAY: Court Issues Ruling on Final Fee Applications
EXTERRA ENERGY: Dismisses Malone Bailey as Accountant
FAIRPOINT COMMUNICATIONS: Emerges from Chapter 11 With Lower Debt

FGIC CORP: U.S. Trustee Questions Kirkland's & Curtis' Fees
FIBREX INSULATION: Goes Into Receivership, Union to Help Workers
FREDDIE MAC: 2011 Incentive Scorecards Okayed by FHFA
FRITZ BLAU: Case Summary & 20 Largest Unsecured Creditors
FUGITIVE RECOVERY: Case Summary & 20 Largest Unsecured Creditors

GAMETECH INT'L: Receives Non-Compliance Notice From Nasdaq
GLOBAL AIRCRAFT: N.D. Ill. Bankr. Ct. Dismisses Forreston Suit
GRAND BEAR: Files for Chapter 11 in Chicago
GRAND BEAR: Case Summary & 20 Largest Unsecured Creditors
GRAY TELEVISION: Litespeed Management Holds 5.33% Equity Stake

GULF FLEET: Can't Claim State Law Privilege Against M/V Gulf Tiger
GULFSTREAM INT'L: Wins Approval to Sell Business to Victory Park
HARBOR FREIGHT: S&P Gives 'B+' Rating; Biz Profile "Vulnerable"
HARDAGE HOTELS: Case Summary & 3 Largest Unsecured Creditors
HERON LAKE: Boulay Heutmaker Raises Going Concern Doubt

HIGHLAND HOSPITALITY: Nears Deal to Restructure $1.8BB Debt
ICOP DIGITAL: Files for Chapter 11 to Sell Assets
ICOP DIGITAL: Case Summary & 20 Largest Unsecured Creditors
IMEDICOR INC: Sold Shares in Exchange for Promissory Note
IMPATH INC: Final Distribution to Holders on February 4

INDUSTRY CITY: Defaults on Loans Backing Bush Terminal Bldgs.
INFOLOGIX INC: Merger Completed; Stanley Black Has 100% Ownership
INNKEEPERS USA: Court Sets Timetable for Five Mile-Lehman Plan
INNKEEPERS USA: Five Mile Offer Gives Is Benchmark for Valuation
INNKEEPERS USA: Midland Loan Opposes Kirkland's Fees

JAVO BEVERAGE: Files for Chapter 11 with Pre-Arranged Plan
JAVO BEVERAGE: Case Summary & 25 Largest Unsecured Creditors
JUDY INOK KIM: Court Says Fairfield Property Worth $1.5-Mil.
JUMA TECHNOLOGY: Vision Capital Discloses 82.8% Equity Stake
JUMA TECHNOLOGY: Inks $375,000 Note Pact with Vision Opportunity

KINETIC CONCEPTS: Moody's Rates New $1.2-Bil. Credit at 'Ba1'
KIRWOOD GENERAL: Omega Consulting's Suit Referred to Bankr. Court
KRISPY KREME: Green Mountain Coffee Founder Acquires 5.1% Stake
L&L FOOD CENTER: To Auction 3 Remaining Stores in February
LAREDO PETROLEUM: S&P Puts 'CCC' Rating on $350MM Note Offering

LEHMAN BROTHERS: Set To Reveal New Chapter 11 Plan
LEHMAN BROTHERS: BNS Wants to Foreclose on Las Vegas Mall
LEHMAN BROTHERS: LBI Trustee Reaches Settlement With CalPERS
LEHMAN BROTHERS: Demands Additional $9 Mil. From Bank of America
LEVEL 3 COMMS: Enters Into $305MM Notes Indenture with BNY Mellon

LEVEL 3 COMMS: Calls for Redemption of $195.7-Mil. Conv. Notes
LIBERTY FOOD: Case Summary & 10 Largest Unsecured Creditors
LIFELINE PARTNERS: Case Summary & 16 Largest Unsecured Creditors
MASJID AL RASOOL: Lerob Stay Relief Effective March 1
MEDCLEAN TECHNOLOGIES: Manatuck Hill Holds 12.6% Equity Stake

MERIDIAN PARTNERSHIP: Case Summary & 20 Largest Unsec Creditors
MESA AIR: Court Confirms Plan of Reorganization
MESA AIR: Pilots Commit to Successful Emergence from Ch. 11
MESA AIR: Wins Approval to Assume Bombardier Purchase Agreement
MESA AIR: BF Claims Holdings I Now Substantial Claimholder

MEXICANA AIRLINES: Makes Two Test Flights, Hopes for Return
MGM RESORTS: Dubai World Has 5.3% Equity Stake
MILLER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
MIRALINK CORP: Case Summary & 20 Largest Unsecured Creditors
MJR ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors

MOLECULAR INSIGHT: Nasdaq to Delist Common Stock Effective Jan. 31
MOUNTAIN PROVINCE: Initiates Exploration at Kennady Project
NEC HOLDINGS: Resolves Dispute With Gores on Adjustments
NEUROLOGIX INC: Extends Ohio Research Pact Until November
NEW DRAGON: Faces NYSE Delisting After No Stockholders' Meet

NEXAIRA WIRELESS: Extends Expiry of 1.57MM Warrants to 2013
NEXAIRA WIRELESS: Issues Common Stock to Novatel to Settle Debt
NORTH GENERAL: Plan Outline OK'd; Feb. 15 Confirmation Hearing Set
OCEAN INVESTMENTS: Voluntary Chapter 11 Case Summary
OVERSEAS SHIPHOLDING: S&P Revises Unsecured Recovery Rating to '3'

P&M SPOKANE: Case Summary & Largest Unsecured Creditor
PALMAS COUNTRY: Amended Plan Deletes 3rd Party Release Provision
ROSELAND VILLAGE: Filed for Chapter 11 to Stop Foreclosure
ROSELAND VILLAGE: Section 341(a) Meeting Scheduled for Feb. 11
ROSELAND VILLAGE: Taps DurretteBradshaw as Bankruptcy Counsel

SATELITES MEXICANOS: To File for Pre-Pack Restructuring in U.S.
SELIM AMERICA: Ch. 11 Trustee Wants Case Converted to Chapter 7
SENIOR HOUSING: Future Income Stream Constitutes Cash Collateral
SENSIVIDA MEDICAL: Posts $663,200 Net Loss in November 30 Quarter
SEVERN BANCORP: Swings to $3.3-Mil. Profit in Q4 of 2010

SHAILESH JAWALE: Case Summary & 15 Largest Unsecured Creditors
SPANISH BROADCASTING: Beach Point Capital Has 6.32% Equity Stake
SPEEDWAY MOTORSPORTS: S&P Puts 'BB' Rating on Proposed Notes
STYRON CORP: Moody's Upgrades Rating on $1.3BB Term Loan to 'B1'
TAWK DEV'T: Section 341(a) Meeting Scheduled for Feb. 17

TAWK DEV'T: Taps Gordon Silver as Bankruptcy Counsel
TAWK DEV'T: Reaches Stipulation to Use Cash Collateral
TEAMSTAFF INC: Receives Nasdaq Deficiency Notice
TIGRENT INC: Settles "Acciard" & "Altimas" Lawsuits for $525,000
TM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors

TOWN SPORTS: John Warren Owns 4.06 Million Common Shares
TOWNVIEW 56TH: Case Summary & 19 Largest Unsecured Creditors
TP INC: Disc. Statement Approved; Confirmation Hearing Set Feb. 1
UNITED WESTERN: Chairman Says Seizure Could Force Bankruptcy
URBAN BRANDS: Wants Until April 19 to Propose Chapter 11 Plan

VANGUARD HEALTH: S&P Assigns 'B-' Rating on Proposed $375MM Notes
VEBLEN EAST: Sale of Marshall Cty. Property to Agstar Confirmed
WILDHORSE MEADOWS: In Chapter 11 to $4.6 Million Debt
WILDHORSE MEADOWS: Case Summary & Largest Unsecured Creditor
WOMAN'S CLUB: Case Summary & 13 Largest Unsecured Creditors

W.R. GRACE: Amends Canadian ZAI Pact to Increase Contribution
W.R. GRACE: Court OKs Settlement With CNA Financial
W.R. GRACE: To Release Q4 Financial Results on Feb. 10
YRC WORLDWIDE: S&P Places 'CCC-' Corporate Rating on CreditWatch
ZALE CORP: Breeden Entities Have 27.22% Equity Stake

* CRE & Retail Are Most Troubled Sectors in 2011, Weil Survey Says

* Barry Fishman Receives Honor at Bankruptcy Bar Association Event
* Hahn & Hessen Names Partners in Bankruptcy & Litigation Groups

* Three Vacancies Filled on California Bankruptcy Bench

* Large Companies With Insolvent Balance Sheets

                            *********

1804 SECOND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 1804 Second Ave., NY, LLC
        280 Madison Avenue, Room 808
        New York, NY 10016

Bankruptcy Case No.: 11-10204

Chapter 11 Petition Date: January 20, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Kim R. Lynch, Esq.
                  FORMAN HOLT ELIADES & RAVIN LLC
                  80 Route 4 East, Suite 290
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  Fax: (201) 845-9112
                  E-mail: klynch@formanlaw.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/nysb11-10204.pdf

The petition was signed by Kenneth Birnbaum, managing member.


A ONE MANAGEMENT: Court Voids Tenancies at 577 Warren Property
--------------------------------------------------------------
Bankruptcy Judge Joel B. Rosenthal rules that the leases and
tenancies of Keith James, Frank Rodriquez, Ronald Tantajulca,
Jessica Gonzalez, Leidy Estevez, Fancisco Julca, Sergio Matos,
Mohammed Siddiqi, and Estevez Martinez at 577 Warren Street,
Brooklyn, New York, are void and without force and effect against
Carnegie Hall Overlook, LLC -- the assignee of a mortgage covering
the premises known as 577 Warren Street, Brooklyn, New York; and
the proponent of the confirmed Chapter 11 plan of reorganization
for A One Management I, Inc. -- and the Debtor.  The Court will
address the issues of contempt, sanctions, and damages, if any, at
a later date.  A copy of the Court's Jan. 18, 2011 decision and
order is available at http://is.gd/ommiw9from Leagle.com.

Brooklyn, New York-based A One Management I, Inc., filed for
Chapter 11 protection on Sept. 24, 2009 (Bankr. E.D.N.Y. Case No.
09-48331).  M. David Graubard, Esq., at Kera & Graubard, in New
York -- zaidiekgh@aol.com -- serves as counsel to the Debtor.

On October 18, 2010, the Court confirmed a bankruptcy-exit plan
proposed by Carnegie Hall Overlook, LLC.  On November 4, 2010, the
Court denied the Debtor's request to revoke confirmation of the
plan.


ACCEPTANCE INSURANCE: Granite Re Entitled to Judgement Interest
---------------------------------------------------------------
Granite Reinsurance Company, Ltd., a Barbados reinsurer, filed a
proof of claim against Acceptance Insurance Companies, Inc.,
claiming AICI owed it $10.9 million, which was the balance of the
premium due under the reinsurance contract plus interest.  The
Debtor objected on the basis that the reinsurance premium was due
on an annual basis for coverage received in that year.  Because it
could no longer issue crop insurance policies, the Debtor
contended that it no longer needed reinsurance coverage and was
not obligated to continue making payments under the contract.

Granite Re filed a complaint in the United States District Court
for the District of Nebraska against AICI's wholly owned
subsidiary, Acceptance Insurance Company, alleging AIC also was
liable to Granite Re on the same contract.  By consent, the
District Court transferred Granite Re's proceeding against AIC to
the Bankruptcy Court (Bankr. D. Neb. Adv. Pro. No. 06-8015).

AICI initiated a separate adversary proceeding against Granite Re
asserting a claim for unjust enrichment (Bankr. D. Neb. Adv. Pro.
No. 06-8115).  AICI asserted the contract lacked consideration,
and that Granite Re had been unjustly enriched by the $6 million
AICI paid to Granite Re for reinsurance Granite Re did not in fact
provide.  All issues associated with Granite Re's proof of claim
asserted against AICI, Granite Re's adversary complaint against
AIC, and AICI's adversary complaint against Granite Re were
consolidated for discovery and trial.

In May 2007, the Bankruptcy Court denied Granite Re's claim for
the $9 million in premiums.  On appeal, the Eighth Circuit's
Bankruptcy Appellate Panel reversed that ruling in March 2008,
finding the reinsurance contract to unambiguously state that its
term was five years and its premium was $15 million payable over
five years.  The Acceptance entities "have the option of paying
the contract premium in installments, but are not required to do
so.  The contract does not indicate that the installment payments
are yearly renewal premiums or that the debtor may opt out of the
contract to avoid paying any of the installments."  In May 2009,
the Eighth Circuit Court of Appeals affirmed that ruling.

After the Circuit Court's opinion became final, Granite Re moved
for entry of judgment in its favor in accordance with the
appellate decision.  It requested allowance of its claim in the
principal amount of $9 million, plus pre-judgment interest at the
contract rate of 1.5% per month from January 1, 2003, through
entry of the B.A.P. judgment on March 14, 2008, plus post-judgment
interest at the contract rate of 1.5% per month from March 14,
2008, through July 31, 2010, and per diem interest at the contract
rate thereafter.

The motion attracted opposition based on its request for interest.
With regard to the matter of pre-judgment interest, the questions
are: First, when does interest at the contractual rate begin to
accrue? Is it on January 1, 2003, when the first of the three
installment payments were due? Is it on May 5, 2003, when
Acceptance allegedly repudiated the contract? Is it on the due
dates for each of the payments?  Second, what is the appropriate
post-judgment interest rate?  Is it the contractual rate or the
federal statutory rate?

Bankruptcy Judge Timothy J. Mahoney rules that Granite Re is
entitled to payment on its claim for $9 million in premium
payments.  It is entitled to pre-judgment interest at the contract
rate from the date each payment was due.  Interest should be paid
on the 2003 payment from January 1, 2003, through March 14, 2008.
Interest should be paid on the 2004 payment from January 1, 2004,
through March 14, 2008.  Interest should be paid on the 2005
payment from January 1, 2005, through March 14, 2008.  Granite Re
is also entitled to post-judgment interest at the rate specified
under 28 U.S.C. Sec. 1961 from March 15, 2008, until paid.

Judge Mahoney directs the parties to confer and agree on the
interest rates on the various components and prepare a judgment
entry that includes the principal and accrued interest to a date
certain and interest at a per diem amount thereafter.  If the
parties cannot agree, they may submit separate proposed judgments
with an explanation of how they arrived at the figures contained
therein.

A copy of the Bankruptcy Court's January 20, 2011 Order is
available at http://is.gd/OV9R6Ufrom Leagle.com.

                     About Acceptance Insurance

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- is a Delaware
corporation established in 1968.  The Company now only owns
Acceptance Insurance Company, a Nebraska domestic insurance
company.  In late 1999 the Company began exiting the property and
casualty business and in 2001 discontinued the issuance or renewal
of policies other than crop insurance policies.  In December 2002
the Company discontinued the issuance or renewal of crop insurance
policies.

The Company filed for Chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059).  The Debtor's affiliates --
Acceptance Insurance Services, Inc., and American Agrisurance,
Inc. -- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on January 7, 2005.  Jeffrey T. Wegner,
Esq., Patrick B. Griffin, Esq., at Kutak Rock LLP, Lewis S.
Wiener, Esq., at Sutherland, Asbill & Brennan, and Robert J.
Bothe, Esq., at McGrath, North, Mullin & Kratz, PC, represent
Acceptance Insurance Companies in its restructuring effort.

As of May 31, 2010, the Debtor had total assets of $2,351,586
against total liabilities of $138,185,754.

The Debtor converted its case to a Chapter 7 on September 7, 2010.


ALLEGIANCE HAWKS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Allegiance Hawks Creek Commercial, LP, filed with the U.S.
Bankruptcy Court for the Eastern District of Texas its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,700,000
  B. Personal Property            $1,081,966
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,716,754
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,831,378
                                 -----------      -----------
        TOTAL                     $15,781,966      $20,548,132

Dallas, Texas-based Allegiance Hawks Creek Commercial, LP, filed
for Chapter 11 bankruptcy protection on November 1, 2010 (Bankr.
E.D. Tex. Case No. 10-43855).  Mark A. Castillo, Esq., at The
Curtis Law Firm, PC, represents the Debtor in its restructuring
effort.

The case is jointly administered with Affiliate Allegiance
Commercial Development, LP, (Bankr. E.D. Tex. Case No. 10-43853).


ALLIED SECURITY: Moody's Puts Low-B Rating on Three Proposed Loans
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the first lien
credit facility and a B3 rating to the second lien term loan
offered by Allied Security Holdings LLC.  Concurrently, all
existing ratings were affirmed, including the B1 Corporate Family
Rating.  The ratings outlook remains stable.

Allied Security is seeking to refinance its existing $417 million
senior secured term loan and $175 million of mezzanine debt with a
$395 million first lien term loan, a $190 million second lien term
loan and cash on hand.  At the same time, the company intends to
amend and extend its revolving credit facility and increase
capacity to $75 million.  The revolver is expected to be undrawn
at close, though about $23 million of letters of credit will
effectively reduce availability.

Allied Security's B1 CFR incorporates the relatively recession-
resistant nature of end market demand for security services.  The
company has grown revenue, enhanced margins and steadily generated
higher cash flow since the LBO in August 2008, despite a difficult
economic environment.  Moody's views the proposed transaction
favorably, as an expected reduction in interest expense should
improve cash flow and interest coverage while extending debt
maturities by about two years.  The rating continues to reflect
the company's good liquidity profile, the value of the
AlliedBarton brand and its market position as one of the largest
security firms in the US.

The company's ratings remain constrained by high financial
leverage and equity-friendly financial policies.  As of
September 30, 2010, financial leverage (total debt / EBITDA) was
about 5.7 times using Moody's standard adjustment to capitalize
off-balance sheet operating leases.  Moody's views it unlikely
that Allied Security will make voluntary debt reductions in the
near term, given the August 2010 decision to distribute capital to
shareholders.  Nonetheless, the stable outlook reflects Moody's
expectation that financial leverage may improve to some extent
from modest organic revenue and earnings growth.

While an upgrade is unlikely in the near term, the ratings or
outlook could be raised if Allied Security permanently reduces
debt such that financial leverage and free cash flow to debt can
be sustained below 4 times and above 10%, respectively.  Negative
ratings pressure could result from incremental debt or a
deterioration in earnings that causes financial leverage to remain
above 5.5 times.  Additionally, a negative rating action may be
taken if liquidity declines or if free cash flow to debt and
interest coverage fall below 4% and 1.7 times, respectively.

Moody's assigned these ratings (and Loss Given Default point
estimates, as noted):

  * $75 million proposed first lien revolving credit facility due
    2016 -- Ba3 (LGD3, 33%)

  * $395 million proposed first lien term loan due 2017 -- Ba3
    (LGD3, 33%)

  * $190 million proposed second lien term loan due 2018 -- B3
    (LGD5, 86%)

Moody's affirmed these ratings:

  * Corporate Family Rating -- B1

  * Probability of Default Rating -- B1

  * $66.5 million senior secured revolving credit facility due
    2/2014 -- Ba3 (LGD3, 34%) -- to be withdrawn upon closing of
    the transaction and ensuing debt repayment

  * $417 (formerly $422) million senior secured term loan due
    2/2015 -- Ba3 (LGD3, 34%) -- to be withdrawn upon closing of
    the transaction and ensuing debt repayment

The principal methodologies used in this rating were Global
Business & Consumer Service Industry Rating Methodology published
in October 2010, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Allied Security Holdings LLC, headquartered in Conshohocken,
Pennsylvania, is a leading provider of security services in the
US.  The company is privately-owned by affiliates of The
Blackstone Group, institutional investors, and members of
management.  In the last twelve months ended September 30, 2010,
Allied Security reported revenues of about $1.7 billion.


AMBAC FINANCIAL: Fails to Reach Deal on $7.3 BB NOLS Allocation
---------------------------------------------------------------
A lawyer for Ambac Financial Group, Inc., told Judge Shelley
Chapman of the U.S. Bankruptcy Court for the Southern District
of New York that the company has not yet reach a deal with
regulators and lenders over the allocation of $7.3 billion in
net operating losses, Tiffany Kary of Bloomberg News reported.

Ms. Kary commented that AFG's Chapter 11 case has been delayed
because a dispute in parent company Ambac Assurance Corporation's
rehabilitation proceedings in Wisconsin prevented AFG from
reaching a settlement that would form the backbone of its Chapter
11 plan.  According to Bloomberg, the U.S. Internal Revenue
Service has challenged claims by AFG and AAC relating to the tax
deductions tied to the NOLs.

Counsel to AFG, Todd Padnos, Esq., at Dewey & LeBoeuf LLP, in New
York -- tpadnos@dll.com -- noted that a ruling remanding the
dispute to state court may get the case moving again, unless the
IRS appeals the decision, Bloomberg relayed.

"So the bottom line is, we're just in a holding pattern for a
while," Judge Chapman was quoted at a January 19, 2011 hearing.

In other matters, Mr. Padnos told the Bankruptcy Court that AFG
is in talks with the IRS on whether to oppose the agency's
request to withdraw reference of an adversary proceeding
commenced by the company against IRS to the U.S. District Court
for the Southern District of New York.

                 AAC Faces $700MM in Tax Claims

With the impending IRS challenge, AAC might have to pay back a
$700 million refund it collected because its credit default swap
losses should not have been deducted from taxable income,
according to Patrick McGee and Dan Seymour of The Bond Buyer.

The IRS has argued that it has the right to collect taxes
regardless of how the company restructures itself, The Bond Buyer
related.  A move by federal authorities to seize AAC's assets to
satisfy tax claims would create a "catastrophic chain of events"
for the company, the article noted.

Sean Dilweg, who served as the Wisconsin insurance commissioner
and rehabilitator of AAC, proposed a plan to prevent claims in
a $114.7 billion structured finance insurance book from
overwhelming the company's capital and ruining policies in its
$223.2 billion municipal insurance book, The Bond Buyer noted.
The state of Wisconsin placed about 1,000 of AAC's riskiest
policies, with about $60 billion par value, in a walled-off
account, the report pointed out.  Claims in the separate account
were temporarily frozen to stop AFG from hemorrhaging more than
$150 million a month, the report added.  Mr. Dilweg also proposed
a rehabilitation plan for AAC which would give segregated account
policyholders a quarter of their claims in cash and 75% in notes
backed by the company's surplus.

Nothing in the rehabilitation of the segregated account was
expected to impair the municipal insurance book until
October 28, 2010, when the IRS sent the company a "mild request,"
The Bond Buyer observed.  AAC had submitted for and received a
$700 million tax refund based on accounting methods the IRS was
now questioning, the report relayed.

The IRS asserted that if it determines AAC owes and cannot pay
the $700 million in taxes, the government can declare a
deficiency under which it places a levy on the company's liquid
assets to satisfy the tax obligation, The Bond Buyer pointed out.
A rehabilitation of AAC would thus trigger a technical default
under many of its CDS contracts, and force the company to close
out the swaps and pay whatever it owes, The Bond Buyer noted.  As
of the date AFG filed for voluntary bankruptcy petition, that
amount was $3 billion, according to the article.  Mr. Dilweg
previously ordered any IRS claims into the segregated account,
where they would be treated like any other claim: part in cash,
part in IOU, the report stated.  Mr. Dilweg also obtained a state
court injunction prohibiting the IRS from commencing any actions
in any state, federal or foreign court, against AAC, the
segregated account, any subsidiary, and the rehabilitator, The
Bond Buyer added.

Mr. Dilweg argued that permitting the IRS to levy or attach on
assets based on a disputed tax liability would circumvent the
state insurance priority statute because it would allow the
United States to get paid in full, ahead of policyholders, The
Bond Buyer mentioned.  The IRS, however, insisted that AAC is
not in Wisconsin's custody, citing that the state is only
rehabilitating the segregated account not the hundreds of
billions of dollars in the rest of AAC, the report related.
The IRS further pointed out that AAC's "tentative" tax refund
was granted before the segregated account was created, and a
corporate restructuring cannot escape its repayment.

The dispute will be decided by the U.S. District Court for the
Western District of Wisconsin in the Rehabilitation of Segregated
Account of Ambac Assurance Corp. v. United States of America.

                       About Ambac Financial

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

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: Objects to K. Veera Plea for Discovery
-------------------------------------------------------
Karthikeyan V. Veera is a plaintiff in a proposed class action
before the U.S. District Court for the Southern District of New
York, captioned Veera v. Ambac Plan Administrative Committee, et
al., No. 1:10-cv-4191.  Mr. Veera commenced the Class Action on
behalf of himself and other participants in the Ambac Financial
Group, Inc. Savings Incentive Plan who have lost their retirement
assets by investing in AFG common stock through the Plan.  Mr.
Veera has brought the claims against the fiduciaries of the
Plan for violating the Employee Retirement Income Security Act,
but has not named AFG as a defendant in the Class Action.
Discovery is ongoing in the Class Action and Judge Harold Baer,
the presiding judge in the Class Action, has set a June 30, 2011
deadline for fact discovery.

Stephen J. Fearon, Jr., Esq., at Squitieri & Fearon, LLP, in New
York -- stephen@sfclasslaw.com -- asserts that the defendants'
counsel in the Class Action has represented that AFG controls the
majority of the documents that Mr. Veera has sought from the
defendants and that the automatic stay applies to almost all of
the discovery that Mr. Veera seeks in the Class Action as well as
to the witness whom Mr. Veera seek to depose.  Mr. Fearon further
notes that the defendants have argued that the Plaintiff must
seek leave in AFG's Chapter 11 case for discovery.

Against this backdrop, Mr. Veera asks the U.S. Bankruptcy Court
for the Southern District of New York to enter:

(i) a declaration that the automatic stay in the Debtor's case
     does not apply to his proposed discovery of AFG; or

(ii) in the alternative, an order granting relief from the
     automatic stay to allow him to serve a subpoena on AFG and
     take all other actions necessary to obtain documents and

                   Debtor Objects to Discovery,
                    K. Veera Defends Request

"The all-encompassing discovery Karthikeyan V. Veera seeks is
precisely the kind of intrusive interference with the Debtor's
Chapter 11 case that the automatic stay was designed to prevent,"
counsel to Ambac Financial Group, Inc., Peter A. Ivanick, Esq.,
at Dewey & LeBoeuf LLP, in New York, argues.

Mr. Ivanick also contends that the discovery the Plaintiff seeks
goes well beyond what is relevant to the claims and defenses in
the action entitled Veera v. Ambac Plan Administrative
Committee, et al., No. 10-cv-4191 (HB).  "If that discovery is
allowed, it would require the Debtor and its professionals to
drop everything they are doing in order to produce hundreds of
thousands of hardcopy documents, e-mails, and other electronic
files," Mr. Ivanick points out.  Although the Debtor is not a
named party in the ERISA Action, he stresses, the Debtor and its
estate have the most to lose if the Plaintiff somehow is to
prevail on his claims.

Against this backdrop, the Debtor discloses that it intends to
file an adversary proceeding against the Plaintiff seeking, among
other things, a declaration that the protections of the automatic
stay are applicable.

Even in the absence of an adversary proceeding, the automatic
stay clearly applies to the Plaintiff's efforts to serve sweeping
requests on the Debtor, Mr. Ivanick insists.  In contrast, he
maintains, lifting the automatic stay would not result in an
expeditious resolution of the issues in the ERISA Action, rather,
it would only bog down the proceedings with months and months of
needless delay and discovery disputes.

The Debtor thus asks the U.S. Bankruptcy Court for the Southern
District of New York to deny Mr. Veera's Lift Stay Motion pending
the outcome of the Debtor's intended adversary proceeding.  If
the Bankruptcy Court should grant Mr. Veera's request, the Debtor
proposes that the discovery be narrowly tailored to minimize the
burden and cost to its estate.

The Official Committee of Unsecured Creditors supports and joins
in the Debtor's objection to Mr. Veera's Lift Stay Motion.  In
addition, the Committee asks the Bankruptcy Court to enter an
order providing that the Plaintiff may not engage in the
discovery as it relates to the Debtor while the Debtor's Chapter
11 case is pending.

In response, Mr. Veera alleges that the Debtor's Objection is
simply an attempt by the Debtor and the Defendants in the ERISA
Action to deprive him of the discovery he needs to properly
pursue the ERISA claims for himself and the more than 400 other
participants in the class who lost a significant portion of their
retirement savings because of the breaches of duty by the
Defendants.

Insofar as the scope of the subpoena and timeframe to respond are
concerned, Mr. Veera is willing to negotiate with the Debtor to
limit the toll any search would have on the current officers and
directors and the company's resources, counsel to Mr. Veera,
Stephen J. Fearon, Jr., Esq., at Squitieri & Fearon, LLP, in New
York, tells Judge Chapman.  However, the scope of the subpoena
cannot and will not be limited to the issues designated as
relevant by the Debtor's counsel or counsel for the Defendants in
the ERISA Action, Mr. Fearon insists.  The issues are not limited
to what actions the ERISA Defendants took to protect the plan --
rather, the issue is whether they took no action when they should
have based on what they knew or should have known, Mr. Fearon
emphasizes.

Mr. Fearon also argues that Mr. Veera's subpoena is not subject
to the automatic stay.  Mr. Fearon points out that the Debtor is
not a party to the ERISA Action, and the Plaintiff was free --
and in fact invited by the Defendants -- to serve his subpoena on
AFG as a third party.  Indeed, the Debtor's costs associated with
third-party discovery outweigh the harm that will be delivered
upon the hundreds of class members who have suffered a tragic
loss to their retirement savings at the hands of the Non-debtor
Defendants, Mr. Fearon asserts.

In furtherance of Mr. Veera's reply, Mr. Fearon filed a
declaration appending as exhibits copies of (i) a November 17,
2010 e-mail sent by counsel to the non-debtor Defendants in the
ERISA Action; (ii) an amended draft rider to a subpoena that Mr.
Veera wishes to serve on AFG; (iii) an amended draft rider with
notations dealing all changes to a January 5, 2011 rider
previously submitted to the Bankruptcy Court; and (iv) a
stipulation governing production of documents and information
approved by Judge Harold Baer on August 9, 2010.  Full-text
copies of the exhibits are available for free at:

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

                       About Ambac Financial

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

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: Commences Adv. Proceeding Against K. Veera
-----------------------------------------------------------
Ambac Financial Group, Inc., filed an adversary proceeding in the
U.S. Bankruptcy Court for the Southern District of New York for a
declaratory relief to confirm applicability of the automatic stay
and for injunction against Karthikeyan V. Veera on Jan. 18, 2011.

Several months back, in March 2010, Mr. Veera commenced a
putative class action before the U.S. District Court in the
Southern District of New York on behalf of himself and a putative
class consisting of all participants in the Ambac Financial
Group, Inc. Savings Incentive Plan for the period from October 1,
2006 to July 2, 2008, against numerous alleged Plan fiduciaries,
including certain current and former directors of the Debtor, the
Savings Plan Administrative Committee under the Debtor's Plan,
the Savings Plan Investment Committee, and the Compensation
Committee of the Debtor's Board of Directors.  The class action
alleges breach of the defendants' fiduciary duties under the
Employment Retirement Income Security Act of 1974.

Richard W. Reinthaler, Esq., at Dewey & LeBoeuf LLP, in New York
-- rreinthaler@dl.com -- stresses that although the Debtor is not
a named party to the ERISA Action, the Debtor and its estate have
the most to lose if the Plaintiff in the ERISA Action were
somehow to prevail on his claims.  Mr. Reinthaler explains that
the Committee Defendants lack independent legal status apart from
the Debtor, and have no assets of their own.  Likewise, the
individual members of the Committee Defendants have common law,
statutory and contractual rights of indemnification from the
Debtor, which protect them from having to pay any judgment that
may be entered against them in the ERISA Action, he elaborates.

Any indemnification obligations the Debtor may be required to
satisfy will, in turn, reduce the recoveries in this Chapter 11
case to other unsecured creditors, Mr. Reinthaler continues.

Moreover, although the Individual Defendants have a Fiduciary
Liability Policy, the amount Mr. Veera seeks to recover in the
ERISA Action vastly exceeds the amount of potentially available
coverage, Mr. Reinthaler stresses.  "Thus, whether named as a
defendant or not, the Debtor remains a real party-in-interest in
the ERISA Action, and has a significant financial stake in its
outcome," Mr. Reinthaler insists.

Mr. Veera has acknowledged that he cannot effectively prosecute
his claims in the ERISA Action without extensive discovery from
the Debtor and its current directors, Mr. Reinthaler reminds the
Bankruptcy Court, and thus to that end, Mr. Veera sought relief
from the automatic stay to pursue that discovery.  However, the
discovery Mr. Veera seeks "would take months to complete, at a
cost to the Debtor likely to exceed seven figures, and would
require employees critical to the Debtor's reorganization to drop
what they are doing and spend all of their time gathering,
reviewing and explaining to outside counsel and Mr. Veera's
counsel potentially hundreds of thousands, if not millions, of
hard-copy documents, email and other electronic documents," Mr.
Reinthaler tells Judge Chapman.

For those reasons, allowing Mr. Veera to pursue the ERISA Action
will only prejudice, unduly delay and adversely affect the
Debtor's efforts to reorganize by diverting precious human and
financial resources -- including, the eight current officers and
directors of AFG who have been named as defendants in the ERISA
Action -- away from those efforts at this critical juncture in
the Debtor's Chapter 11 case, Mr. Reinthaler maintains.

By this complaint, the Debtor asks Judge Chapman to enter:

  (a) a declaration that the automatic stay applies to the ERISA
      Defendants in the ERISA Action pursuant to Section 362(a)
      of the Bankruptcy Code; and

  (b) a preliminary and permanent injunction, barring the
      continued prosecution of the ERISA Action.

Judge Chapman scheduled a pre-trial conference in the Veera
Adversary Proceeding for February 16, 2011.  Mr. Veera's answer
to the complaint is due on February 22.

                       About Ambac Financial

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

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: IRS Answers Lawsuit, Seeks to Withdraw Reference
-----------------------------------------------------------------
The U.S. Internal Revenue Service denies allegations in the
adversary complaint filed with the U.S. Bankruptcy Court for the
Southern District of New York by Ambac Financial Group, Inc.,
against it.

In the lawsuit, Ambac Financial seeks a declaratory judgment on
whether the IRS can seize $700 million in tax refunds it has
received.

The IRS asserts these defenses against the Debtor:

  * The complaint should be dismissed to the extent the
    Bankruptcy Court lacks jurisdiction over the subject matter
    of the complaint;

  * Any judgment or injunction against the IRS is barred by
    sovereign immunity generally and also by Section 7421(a) of
    the Internal Revenue Code; and

  * The complaint should be dismissed to the extent it fails to
    state a claim upon which relief could be granted.

"Preventing the IRS from taking any actions it rightfully may
pursue to assess or collect any tax liability under the Internal
Revenue Code without providing five days' advance notice to
Debtor would fly in the face of the detailed statutory and
regulatory framework under the IRC governing federal tax
assessment and collection and subvert its very purpose," U.S.
attorney and counsel to the IRS, Daniel P. Filor, Esq. --
Daniel.Filor@usdoj.gov -- argues in an accompanying memorandum.

Mr. Filor asserts that resolution of the issue -- on whether
AFG's method of accounting for credit default swaps was proper
thus entitling it to recover the tax refunds of $700 million --
would require the court adjudicating the issue to wrestle with
difficult and novel questions of tax law.  Resolution of AFG's
request for an injunction restraining the IRS from taking any
enforcement action against AFG's non-debtor subsidiaries would
also require a court to determine whether the injunction sought
is barred by the doctrine of sovereign immunity, he notes.
Similarly, the Debtor's view that the Bankruptcy Court's
equitable powers can effectively override the statutory powers of
the IRS under the Internal Revenue Code is a question involving
substantial interpretation of federal non-bankruptcy law which
Section 157 of Judiciary and Judicial Procedures Code mandates
the district court decide, he contends.

Against this backdrop, the relief sought by AFG in the
Preliminary Injunction Motion is unprecedented and would violate
the IRS' sovereign rights under the Internal Revenue Code, Mr.
Filor insists.  The Anti-Injunction Act provides that "no suit
for the purpose of restraining the assessment or collection of
any tax will be maintained in any court by any person," he points
out.  He further argues that the Anti-Injunction Act expressly
prohibits injunctions against the IRS as to non-debtors.  "The
Anti-Injunction Act prohibits the relief sought by AFG, and
because the IRS has specifically reserved its sovereign immunity
to an injunction of that kind by carving that relief out of every
other statutory waiver of sovereign immunity, the Bankruptcy
Court does not have jurisdiction to issue the requested relief,"
he maintains.

For the reasons indicated, the IRS asks the Bankruptcy Court to
deny the Preliminary Injunction Motion.  In the alternative, the
IRS asks the Bankruptcy Court to withdraw reference of the
Adversary Proceeding and the Preliminary Injunction Motion to the
U.S. District Court for the Southern District of New York.

                 Committee Seeks to Intervene

The Debtor, the Official Committee of Unsecured Creditors and the
IRS sought and obtained the Bankruptcy Court's approval of a
stipulation permitting the Committee to intervene in the IRS
Adversary Proceeding.

The Committee asserts that it has an absolute right to intervene
in the Adversary Proceeding pursuant to Rule 7024 of the Federal
Rules of Bankruptcy Procedure and Section 1109(b) of the
Bankruptcy Code.  Unless directed by the Bankruptcy Court, the
Committee represents that it will not seek discovery from either
the IRS or the Debtor during the pendency of the Adversary
Proceeding, but is in all other respects able to appear and be
heard in the IRS Adversary Proceeding as a party-in-interest
under Section 1109(b).

                      Lawsuit vs. IRS

As reported in the Nov. 12, 2010 edition of the Troubled Company
Reporter, Ambac Financial Group, Inc., commenced an adversary
complaint against the U.S. Internal Revenue Service seeking a
declaratory judgment on whether the IRS can seize $700 million in
tax refunds it has received.

AFG received about $700 million in tax refunds from carrying back
losses that resulted from its credit default swap contracts.  The
refunds were made in light of applications AFG filed with the IRS
for refund entitlement for the tax years ending 2003 through
2008.  The IRS specifically refunded AFG $11,470,930,
$252,704,185 and $443,940,722 for tax years 2007 and 2008.

AFG then distributed the Tax Refunds to its parent company, Ambac
Assurance Corporation, pursuant to a 1991 tax sharing agreement
among AFG and the subsidiaries in its consolidated tax group.

However, by October 28, 2010, the IRS issued an information
document request seeking detailed information on whether AAC
received authorization for its CDS contracts and the basis for
AFG's entitlement to the Tax Refunds it received.  Absent that
authorization, the IDR sought detailed information on the legal
authority AAC relied on in (i) accounting for its CDS Contracts,
and (ii) claiming refunds for tax years 2003 through 2007.  The
IRS also indicated to AFG that it was questioning the propriety
of the Tax Refunds and was investigating whether to seek to
recoup the Tax Refunds.

Counsel to AFG, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP,
in New York, points out that the IRS may recover any abatement,
credit, refund, or other payment erroneously allowed in
connection with a tentative carryback adjustment application
pursuant to Section 6411 of the Internal Revenue Code by, among
other options, assessing the deficiency attributable to the
adjustment as if it was due to a mathematical error without
regard to the procedural restrictions on assessment.

The IRS, Mr. Ivanick continues, may make an assessment related
to a tentative carryback adjustment without providing the
taxpayer with (i) a notice of deficiency; or (ii) an opportunity
to challenge the assessment.  The IRS, he adds, is not constrained
to stay collection for the 60-day period pursuant to a tentative
carryback adjustment assessment and may proceed to collect
immediately on the assessment in any manner available under
applicable law.

"Should the IRS take steps to seize the Tax Refunds before the
adjudication of the IRS' entitlement (or lack of entitlement)
thereto, AFG's ability to reorganize successfully will be
jeopardized or destroyed," Mr. Ivanick tells Judge Chapman.

After the assessment, there is a threat that the IRS could
immediately place a lien on the taxpayer's assets, Mr. Ivanick
points out.  Should the IRS levy assets of AAC or the other
members of AFG's tax sharing group for a tax ultimately
adjudicated not to be owing, the effect would destroy or
seriously jeopardize AFG's ability to reorganize, he notes.

Moreover, if the IRS takes enforcement actions against AAC, there
is a significant risk the Commissioner of Insurance of the State
of Wisconsin would quickly commence a rehabilitation of AAC's
General Account, Mr. Ivanick cites.  Rehabilitation of AAC's
General Account, he elaborates, would result in massive losses of
value at AAC that would impair AFG's ability to reorganize AAC's
business platforms.  Among other things, rehabilitation of AAC
would lead to defaults by the issuers of $20-billion commercial
asset-backed notes insured by AAC and result in significantly
increased claims against AAC.

Rehabilitation of the AAC General Account would also cause
detrimental effects to one of AAC's affiliates, which would
suffer losses, as municipal payment shortfalls would cause a
mismatch for AAC's affiliate with respect to swaps it entered
into with counterparties to hedge its exposure to the
municipalities' positions, Mr. Ivanick adds.

AFG calculates AAC's exposure to mark-to-market damage claims in
respect of the Collateralized Loan Obligations book to be about
$3 billion.  Counterparties of CDS agreements generally have a
right to assert mark-to-market termination claims in the event of
a rehabilitation of AAC.  The OCI recently sought and obtained
from the Dane County Circuit Court in Wisconsin an expanded
injunction to prevent the IRS from asserting liens against and
levying upon the assets of AAC and its subsidiaries.  If the OCI
fails to restrain the assertion of those damages, this $3 billion
in additional policyholder claims would dilute all other
policyholder claims significantly and destroy AAC's residual
value to AFG, Mr. Ivanick points out.  Any IRS action taken
against the other valuable non-debtor subsidiaries of AFG
included within its consolidated tax group aimed at recapturing
the Tax Refunds could have negative effects on AFG, he argues.

Against this backdrop, Mr. Ivanick asserts that the U.S.
Bankruptcy Court for the Southern District of New York has the
power and authority to determine the amount and legality of the
taxes underlying the prepetition Tax Refunds.  AFG recently filed
a voluntary Chapter 11 petition in the New York Bankruptcy Court
on November 8, 2010.  Resolution of AFG's tax liability as the
common parent of its consolidated group will significantly
facilitate the administration of AFG's Chapter 11 case, he says.

"Given the very real danger posed to AFG's reorganization
prospects if the Bankruptcy Court does not determine AFG's tax
liability, and the likelihood that the IRS would attempt to
deploy self-help in seizing assets of AFG's nondebtor
subsidiaries, the prejudice to AFG is incontrovertible," Mr.
Ivanick asserts.

Accordingly, under its adversary complaint dated November 9, the
Debtor asks the Bankruptcy Court to enter:

  (1) a declaration that the Debtor and the members of the
      consolidated group have no tax liability for that tax
      years 2003 through 2008 and that they are entitled to
      retain the full amount of the Tax Refunds;

  (2) a temporary restraining order and preliminary injunction,
      ordering the IRS to provide five days' prior written
      notice before taking any Enforcement Action contrary to
      the Wisconsin State Court Injunction, whether or not that
      injunction remains in effect.

                       About Ambac Financial

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

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMERICAN ACHIEVEMENT: S&P Puts 'B' Rating on $365MM 2nd Lien Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Austin, Texas-based
American Achievement Corp.'s $365 million senior secured second-
lien notes due 2016 its issue-level rating of 'B'.  S&P also
assigned this debt a recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default.

At the same time, S&P raised S&P's corporate credit rating for
American Achievement and subsidiary AAC Group Holding Corp. to 'B'
from 'B-'.  S&P removed the rating from CreditWatch, where S&P
placed it with positive implications Oct. 18, 2010.  The rating
outlook is stable.

S&P also withdrew all ratings on the Company's previous capital
structure following its completion of the refinancing transaction.

"The rating upgrade reflects the improvement in American
Achievement's liquidity after the refinancing was completed," said
Standard & Poor's credit analyst Chris Valentine.  "The Company
used proceeds from the new second-lien notes to refinance its
entire capital structure.  The transaction relieved pressure from
the Company's current near-term and medium-term maturities."

The 'B' corporate credit rating reflects S&P's expectation that,
while debt leverage will remain high and interest coverage will
remain weak, the Company will no longer have refinancing risk in
2012.  S&P characterizes American Achievement's business risk
profile as weak because of the Company's focus on a single line
of business in the niche market for yearbooks, class rings,
and other graduation-related products, notwithstanding the
nondeferrable and emotionally driven nature of these consumer
purchases.  S&P view the Company's financial risk profile as
highly leveraged because of its high debt leverage and weak
interest coverage.

The school affinity related product market is a mature business
with relatively high barriers to entry. American Achievement is
one of three main players in this niche business due to its
existing relationships with customers and strong product
offerings. Moreover, because of students' strong emotional ties
with their schools and with fellow students, purchase rates by
students are fairly stable.  Despite historical stability in
purchase rates, weakness in the economy caused a shift by
consumers to lower-priced metals for jewelry and affinity
products, and S&P expect the weak economy will continue to
restrain consumers' willingness to spend on these items.


AMERICAN INT'L: Benmosche to Stay for Next 12 to 18 Months
----------------------------------------------------------
American International Group Inc. said Monday Robert H. Benmosche,
its President and Chief Executive Officer, has received a health
prognosis such that Mr. Benmosche is expected to be fully able to
remain in his position at AIG on his previously announced
timetable.

"My doctors have given me an encouraging prognosis as I continue
to undergo treatment for cancer," Mr. Benmosche said. "As we all
know, nothing in life is certain, but given that I've responded
very well to my treatment, my doctors believe I can continue to
apply the same commitment and energy to AIG over the next twelve
to 18 months. I feel good, and I am delighted to tell you that I
remain absolutely committed to continue working with the wonderful
team of people here at AIG on that timetable. We are all very
focused on positioning AIG for future growth and enhanced
profitability as we continue to make substantial progress on
repaying all of our government obligations - and, we continue to
believe, at a profit. Most likely, I'll return to my retirement
sometime in 2012."

Following a briefing by a physician fully aware of Mr. Benmosche's
medical condition, test results, and prognosis, the AIG Board of
Directors, while in matters of cancer circumstances can change,
anticipates that Mr. Benmosche should be able to serve in his role
as AIG President and CEO on his previously announced timetable.

"Every member of the AIG Board of Directors is thrilled with Bob's
news," said Robert S. "Steve" Miller, Chairman of the AIG Board of
Directors. "Bob has worked as hard as ever over the last several
months, and, with the management team, shepherded AIG through its
latest success: completely repaying the Federal Reserve Bank of
New York and vastly simplifying the government's investments in
AIG.

"We have a very strong management team," Mr. Miller said. "The
Board of course has established a succession planning process, and
we remain focused on taking all the right steps to ensure
management continuity. The Board is conducting an active CEO
succession planning process, and we are committed to effecting an
orderly leadership transition at the appropriate time."

The Board of Directors also has agreed that its CEO succession
contingency plan remains the same as announced on October 27,
2010: in the event that Mr. Benmosche becomes unwilling or unable
to continue to effectively serve in his current role, Mr. Miller
would step in as interim CEO of AIG for as long as it takes to
identify and select a long-term replacement for Mr. Benmosche.

                             About AIG

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

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

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


AMR CORP: Board OKs 2011 Incentive Plan for American Airlines
-------------------------------------------------------------
On January 18, 2011, the Compensation Committee of the AMR
Corporation Board of Directors approved the 2011 Annual Incentive
Plan for American Airlines, Inc., a wholly-owned subsidiary of the
Company.  All U.S. based employees of American are eligible to
participate in the AIP -- including the Company's executive
officers.  The AIP is American's annual bonus plan and provides
for the payment of awards in the event certain financial and
customer service metrics are satisfied, as further described in
the AIP.  A full-text copy of the AIP is available for free at:

              http://ResearchArchives.com/t/s?7273

                       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.

For all of 2010, AMR recorded a net loss of $471 million compared
to a loss of $1.5 billion in 2009.

                           *     *     *

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.


ANGIOTECH PHARMACEUTICALS: Common Stock Delisted from NASDAQ
------------------------------------------------------------
In a Form 25 filing with the Securities and Exchange Commission on
January 21, 2011, Angiotech Pharmaceuticals Inc. notified the
Commission of the removal from listing or registration of its
common stock under the NASDAQ Stock Market LLC pursuant to Section
12(b) of the Securities Exchange Act of 1934.

                  About Angiotech Pharmaceuticals

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

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

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

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

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


APPLESEED'S INTERMEDIATE: Files Pre-Negotiated Reorganization Plan
------------------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., have filed a Joint
Plan of Reorganization and disclosure statement with the U.S.
Bankruptcy Court for the District of Delaware.

Before filing for bankruptcy protection, Appleseed reached an
agreement with over 80% of its first lien secured lenders and 100%
of its second lien secured lenders on the terms of a
reorganization that will eliminate approximately $420 million of
indebtedness (over 55%) to approximately $310 million, and improve
the Company's operating flexibility.

The Debtors will seek approval of the Disclosure Statement at a
hearing on March 1, 2011, at 3:30 p.m.

The Plan provides for the reorganization of the Debtors as a going
concern and contemplates satisfying claims through these sources:

  a. a senior secured asset-based revolving facility, referred to
     in the Plan as the "New ABL Facility," of up to a principal
     amount of $80 million (approximately $46.2 million of which
     will be drawn on the Effective Date), which will be used to
     fund the Debtors' ongoing operations post-emergence and to
     satisfy any amount outstanding under the DIP Facility
     Tranche A;

  b. a new senior secured term loan, referred to in the Plan as
     the "New Senior Term Loan," in the principal amount of
     $35 million;

  c. a new first lien secured term loan referred to in the Plan as
     the "New First Lien Term Loan," in the principal amount of
     $200 million;

  d. a new junior secured term loan referred to in the Plan as
     the "New Junior Term Loan," in the principal amount of
     $43 million;

  e. cash on hand to make any payments provided for in the Plan;
     and

  f. shares of stock in Reorganized Debtor, referred to in the
     Plan as the "New Common Stock."

The Plan contemplates these distributions to the Debtors' claim
holders, among other recoveries:

  a. DIP Facility Tranche A Lenders will receive payment in full,
     in Cash;

  b. DIP Facility Tranche B Lenders will receive a pro rata share
     of the New Senior Term Loan;

  c. First lien lenders will receive a pro rata share of (i) the
     New First Lien Term Loan, (ii) the New Junior Term Loan and
     (iii) 95% of the New Common Stock in the form of Class A
     Common Stock (subject to dilution on account of the
     Management Equity Incentive Program);

  d. Second lien lenders will receive a pro rata share of 5% of
     the New Common Stock in the form of Class B Common Stock
     (subject to dilution on account of the Management Equity
     Incentive Program); and

  e. Holders of qualified unsecured trade claims will be paid in
     accordance with the terms of the qualified vendor support
     agreement between the applicable Debtor and the holder of an
     allowed qualified unsecured trade claim.

The Plan contemplates that holders of general unsecured claims and
holders of AIH Note Claims will not receive any distribution on
account of such Claims, and Holders of Interests in the Debtor
won't receive any distribution on account of such Interests.

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

     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_plan.pdf
     http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_ds.pdf

                      Plan Support Agreement

The Debtors and certain of the Secured Lenders have entered into
the Plan Support Agreement.  The Support Agreement binds the
Consenting Lenders to support the Plan if the Debtors are
successful in taking the steps necessary to meet the milestone
deadlines included therein, and also provides the "backstop" that
a Sale will be triggered if certain deadlines are not met.  In
addition to negotiating the Plan, the Debtors' management and
Moelis & Company LLC, the Debtors' financial advisor, also engaged
in a process to market substantially all of the Debtors' assets in
October and November 2010.  The Debtors and Moelis contacted over
25 potential purchasers, but only a handful of indicative offers
were received and none of the offers presented a clear path
forward on an expedited basis.

Failure to meet any one of these milestone deadlines could trigger
initiation of the Sale process:

  a. objections to the Disclosure Statement are due 28 days after
     the Petition Date (or a later date agreed to by the Debtors
     and a third party, in consultation with the parties specified
     in the DIP Credit Agreement and the Plan Support Agreement);

  b. a hearing on the Disclosure Statement is to be held seven
     days after the deadline to object to the Disclosure Statement
     (subject to the Court's availability);

  c. the solicitation period with respect to votes to accept or
     reject the Plan is to begin within five days after the order
     approving the Disclosure Statement is entered;

  d. the deadlines to object to the Plan and vote on the Plan are
     to be no later than 35 days after the commencement of the
     solicitation period;

  e. the Confirmation Hearing is to be held 14 days after the
     deadline to vote on the Plan (subject to the Court's
     availability);

  f. the Confirmation Order is to be entered no later than 90 days
     after the Petition Date; and

  g. the Effective Date of the Plan must occur within 15 days
     after the entry of the confirmation order.

                     About Orchard Brands

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
hold stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serves as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is
the Debtors' independent auditor.  Kurtzman Carson Consultants LLC
is the Debtors' notice and claims agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at $500
million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Has Interim OK to Obtain DIP Financing
----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., sought and obtained
interim authorization from the U.S. Bankruptcy Court for the
District of Delaware to obtain postpetition secured financing from
a syndicate of lenders led by UBS AG, Stamford Ranch, as
administrative agent for the Tranche A Lenders, and by Ableco
Finance LLC, as administrative agent for the Tranche B Lenders.

The DIP lenders have committed to provide up to $140 million,
comprised of these facilities: (i) a senior secured first-out
revolving credit facility equal to the lesser of (a) $100 million
or (b) the Tranche A borrowing base; and (ii) a senior secured
term loan in the initial amount of $35 million and a delayed draw
amount of $5 million available under certain circumstances.

Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP,
explained that the Debtors need the money to fund their Chapter 11
case, pay suppliers and other parties.  A copy of the DIP
financing agreement is available for free at:

               http://ResearchArchives.com/t/s?7274

The DIP facility will mature four months after the closing date.
As a condition to closing the DIP Facility, the Debtors must pay
all indebtedness and expenses under the prepetition asset-backed
lending facility, subject to challenge by third parties, including
any statutory committee of unsecured creditors.

The DIP Credit Agreement includes milestones, including
confirmation of a Chapter 11 plan within 90 days of the Petition
Date, or the sale of substantially all of the Debtors' assets, to
be completed within 125 days of the Petition Date, subject to
intermediate milestones.

The DIP facility will incur interest that is the sum of (i) either
the Alternate Base Rate (with a floor of 3.50% for Tranche A loans
and 5.50% for Tranche B loans) or Adjusted LIBOR Rate (with a
floor of 1.50% for Tranche A loans and 3.50% for Tranche B loans)
plus (ii) the Applicable Margin, which will be:

             Alternate Base Rate Loans   Adjusted LIBOR Rate Loans
             -------------------------   -------------------------
Tranche A               3.00%                     4.00%
Tranche B               8.50%                    10.50%

The DIP Agents are granted valid, binding, continuing,
enforceable, fully perfected and unavoidable first-priority senior
priming security interests in and liens upon all prepetition and
postpetition assets of the Debtors.  The DIP Lenders are granted
superpriority administrative claims.

The DIP lien is subject to a $1,500,000 carve-out for U.S. Trustee
and Clerk of Court fees, fees payable to professional employed in
the Debtors' case, and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

The Debtors are required to pay: (i) a commitment fee on the
unused amounts under the Tranche A DIP Facility of 0.25% per annum
(payable monthly in arrears); (ii) a Tranche A DIP Facility
closing fee equal to 0.75%; (iii) a commitment fee for the Tranche
B DIP Facility equal to 1.00%; and (iv) letter of credit fees
payable by the Debtors to (A) the issuing bank, including a
fronting fee equal to 0.125% and (b) the Tranche A Lenders letter
of credit participation fees equal to the Applicable Margin for
Adjusted LIBOR Rate Loans under the Tranche A DIP Facility.

                        Cash Collateral Use

The Court also authorized the Debtors to use the cash collateral.

As of December 2010, the Debtors have outstanding secured and
unsecured indebtedness totalling approximately $725.1 million,
which includes:

  a. $38.4 million outstanding under the ABL credit agreement with
     American Capital Strategies, Ltd., and UBS Securities LLC, as
     joint lead arrangers and joint bookrunners, American Capital
     Financial Services, Inc., as syndication agent, UBS Loan
     Finance LLC, as swingline lender and UBS AG, Stamford Branch,
     as issuing bank, administrative agent and co-collateral
     agent, and Wells Fargo Bank, National Association, as
     successor to Wells Fargo Retail Finance, LLC, as co-
     collateral agents and the lenders party thereto from time to
     time;

  b. $324.1 million outstanding under the first lien credit
     agreement with American Capital Strategies, Ltd., and UBS
     Securities LLC, as joint lead arrangers and joint
     bookmanagers, UBS Securities LLC, as syndication agent,
     Wilmington Trust FSB as successor to American Capital
     Financial Services, Inc., as administrative agent and the
     lenders party thereto from time to time;

  c. $289.3 outstanding under the second lien purchase agreement
     with American Capital Strategies, Ltd., as sole lead arranger
     and bookmanager, American Capita, Ltd., as documentation
     agent and administrative agent; and

  d. with respect to AIH only, $73.3 outstanding under the AIH
     note purchase agreement with American Capital, Ltd., as
     administrative agent and American Capital Strategies, Ltd.,
     as sole lead arranger and bookrunner, and the purchasers
     party thereto from time to time.

The Prepetition Agents are granted, as adequate protection,
replacement liens on the prepetition collateral and the DIP
collateral.

The Prepetition ABL Lenders' replacement liens will be junior to
the senior prepetition ABL permitted liens with respect to the ABL
priority collateral, junior to the senior prepetition term loan
permitted liens with respect to the term loan priority collateral
and senior to any other liens.  The Prepetition ABL Lenders'
replacement liens will be junior and subordinate only to the
Carve-Out and (i) the senior prepetition ABL permitted liens with
respect to the ABL priority collateral and (ii) the senior
prepetition term loan permitted liens with respect to the term
loan priority collateral.  The Prepetition ABL Agent is granted an
allowed administrative claim, to the extent that the Prepetition
ABL Lenders' replacement liens don't adequately protect the
diminution in the value of the Prepetition ABL Lenders' interests
in the prepetition collateral from the Petition Date.  As
additional adequate protection, the Prepetition ABL Agent will be
entitled to ongoing payment of the prepetition ABL agreement
expenses.

The Prepetition First Lien Term Loan Lenders' replacement liens
will be junior and subordinate only to the Carve-out, the DIP
Facility liens, the Prepetition ABL Lenders' replacement liens
with respect to the ABL priority collateral, the Prepetition ABL
Lenders' replacement liens with respect to the term priority
collateral other than to the extent that they secure the payment
of subject prepetition ABL agreement expenses (i) and the senior
prepetition ABL permitted liens with respect to the ABL priority
collateral and (ii) the senior prepetition term loan permitted
liens with respect to the term loan priority collateral.  The
Prepetition First Lien Term Loan Lenders' replacement liens and
liens of the prepetition first lien term loan secured parties will
be senior to the Prepetition ABL Lenders' replacement liens with
respect to the term priority collateral to the extent that they
secure the payment of subject prepetition ABL agreement expenses.
The First Lien Term Loan Agent is granted an allowed
administrative claim, to the extent that the Prepetition First
Lien Term Loan Lenders' replacement liens don't adequately protect
the diminution in the value of the Prepetition First Lien Term
Loan Lenders' interests in the prepetition collateral from the
Petition Date.  As additional adequate protection, the Prepetition
First Lien Term Loan Administrative Agent will be entitled to the
ongoing payment of the first lien term loan expenses.

The Prepetition Second Lien Term Loan Lenders' replacement liens
will be junior and subordinate only to the Carve-out, the DIP
facility liens, the Prepetition ABL Lenders' replacement liens
with respect to the ABL priority collateral, the Prepetition ABL
Lenders' replacement liens with respect to the term priority
collateral other than to the extent that they secure the payment
of subject prepetition ABL agreement expenses and (i) the
Prepetition First Lien Term Loan Lenders' replacement liens and
the senior prepetition ABL permitted liens with respect to the ABL
priority collateral and (ii) the Prepetition First Lien Term Loan
Lenders' replacement liens and the senior prepetition term loan
permitted liens with respect to the term loan priority collateral.
The Prepetition Second Lien Term Lenders' replacement liens and
the lines of the prepetition second lien term loan secured parties
will be senior to the Prepetition ABL Lenders' replacement liens
with respect to the term priority collateral to the extent that
they secure the payment of subject prepetition ABL agreement
expenses.  The Second Lien Term Loan Agent is granted an allowed
administrative claim, to the extent that the Prepetition Second
Lien Term Loan Lenders' replacement liens don't adequately protect
the diminution in the value of the Prepetition Second Lien Term
Loan Lenders' interests in the prepetition collateral from the
Petition Date.  As additional adequate protection, the Prepetition
Second Lien Term Loan Administrative Agent will be entitled to the
ongoing payment of the second lien term loan expenses.

                       Final Hearing

The Court has set a final hearing for the DIP financing and the
cash collateral use on February 11, 2011, at 3:00 p.m. (Prevailing
Eastern Time).

                     About Orchard Brands

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
hold stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serves as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is
the Debtors' independent auditor.  Kurtzman Carson Consultants LLC
is the Debtors' notice and claims agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at $500
million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Sec. 341(a) Meeting Set for Feb. 10
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of
Appleseed's Intermediate Holdings LLC's creditors on February 10,
2011, at 9:30 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware
19801.

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

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

                     About Orchard Brands

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
hold stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serves as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is
the Debtors' independent auditor.  Kurtzman Carson Consultants LLC
is the Debtors' notice and claims agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at $500
million to $1 billion in its Chapter 11 petition.


ATLANTIC BROADCASTING: Hires Media Services to Sell Stations
------------------------------------------------------------
Elaine Rose, staff writer at The Press of Atlantic City, reports
that that the U.S. Bankruptcy Court in Camden, New Jersey, has
authorized Atlantic Broadcasting to hire media brokerage firm
Media Services Group to sell five radio stations.

According to the report, Media Services Group, with 10 locations
around the country and specializing in the sale of radio and
television stations, said it will put the stations on the market
immediately.

"I'm expecting a lot of interest in the stations.  They're good
stations," said managing director George Reed of the Jacksonville,
Fla., office, who will broker the deal along with R. Thomas
McKinley of the New York office. "It's a very desirable market."

The five radio stations up for sale are: WTKU-FM 98.3, playing
classic hits, classic rock station WMGM-FM 103.7, Spanish station
WBSS-AM 1490, News-talk station WOND-Am 1400 and Top 40 station
WWAC-FM 102.7.

                  About Atlantic Broadcasting

Atlantic Broadcasting, based in Linwood, New Jersey, operates five
stations that cover Atlantic City and Cape May, New Jersey.  The
business was purchased in 2008 by Northwood Ventures LLC which
retains 88% of the stock.

Atlantic Broadcasting of Linwood filed for Chapter 11 protection
on Dec. 20, 2010 (Bankr. D. N.J. Case No. 10-49149).  Joshua T.
Klein, Esq., at Fox, Rothschild LLP, in Philadelphia, serves as
counsel to the Debtor.

The Debtor estimated assets and debts of $1 million to $10 million
in its chapter 11 petition.  Secured lender Sun National Bank is
owed $6.3 million.  There are $1.2 million in unsecured claims,
according to a court filing.


BAKERS FOOTWEAR: Wells Fargo and Company Has 7.35% 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 678,029 shares of common stock of Bakers
Footwear Group Inc. representing 7.35% of the shares outstanding.
As of December 4, 2010, there were 9,228,916 shares issued and
outstanding of the Company.

Affiliated entity Wells Capital Management Incorporated owns
641,061 shares or 6.95%, while Wells Fargo Funds Management, LLC
owns 535,768 or 5.80%.

                       About Bakers Footwear

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

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

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


BATCH DEVELOPMENT: Properties Placed Into Receivership
------------------------------------------------------
Anya Litvak at Pittsburgh Business Times reports that a property
management company owned by Steelers backup quarterback Charlie
Batch has had 25 Homestead-area properties placed into
receivership after defaulting on a $1.15 million mortgage.

According to the report, Dollar Bank, which gave Batch Development
Co. the loan in 2008, alleged in court records that Batch's
company was "insolvent and has little or no funds with which to
operate the mortgaged properties."  The report relates that the
documents also claimed that the Munhall-based firm has been
delinquent in its local tax payments.


BCBG MAX: Moody's Notes of Aug. 10 Maturity of $110MM Loan
----------------------------------------------------------
Moody's Investors Service revised the ratings outlook of BCBG Max
Azria Group, Inc., to developing from positive, reflecting
concerns over significant near term maturities and deteriorating
covenant cushion under the company's first lien term loan
agreement.  Moody's also affirmed all ratings, including the Caa1
Corporate Family Rating.

The developing outlook incorporates heightened liquidity pressures
stemming from the August 10, 2011 maturity of its $110 million
first lien term loan, as well as some uncertainty regarding the
company's ability to meet a January 30, 2011 leverage ratio
covenant.  Furthermore, BCBG's ABL revolver contains a springing
maturity that would trigger a June 2011 maturity if the company
has not paid off or refinanced its first lien term loan 45 days
prior to the first lien maturity.  Moody's believes BCBG relies
heavily upon this revolver for seasonal working capital needs.
Finally, the company will also need to address refinancing of its
second lien term loan, which matures on March 30, 2012.

BCBG Max Azria Group, Inc.

  * Senior Secured First Lien Term Loan, Affirmed B3, LGD adjusted
    to LGD3, 37% from LGD3, 41%

  * Outlook, Changed To Developing From Positive

  * Affirmed Caa1 Corporate Family Rating

  * Affirmed Caa1 Probability of Default Rating

The Caa1 Corporate Family Rating continues to reflect operational
volatility associated with the underperformance of BCBG's Max Rave
business, as well as weak liquidity, including a substantial
current debt load of approximately $265 million coming due though
August 2011.  Furthermore, BCBG's high leverage poses challenge
for operating in a business sensitive to both economic cycles and
fashion trends.  BCBG's well recognized brands and signs of
stability in the core BCBG business support the rating.

Subsequent rating actions will be predicated upon the company's
ability to address the near term maturities in its capital
structure.  Inability to execute on an extension of maturities in
the very near term, or further sustained losses from the Max Rave
business, would likely negatively impact the ratings.

Conversely, resolution of the developing outlook could occur if
BCBG can demonstrate a sustained track record of operational
stability, including evidence of a credible plan to eliminate
operating losses at the Max Rave retail business.  A favorable
resolution of the developing outlook would also require
expectations for BCBG to sustain an adequate liquidity profile,
including extension of maturities.

BCBG Max Azria Group, Inc., headquartered in Vernon, California
designs, markets, distributes and licenses women's apparel,
footwear and accessories.  Revenue for the twelve months ended
October 30, 2010, approximated $1.1 billion.  The company is
wholly owned by Max and Lubov Azria.


BEEBE & SWEARINGEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Beebe & Swearingen LLC
        41500 Whitehouse Fork Road
        Bay Minette, AL 36507

Bankruptcy Case No.: 11-00220

Chapter 11 Petition Date: January 20, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Geraldine S. Lester, Esq.
                  LAW OFFICE OF DON A. MCGRIFF
                  101 N. Section Street
                  Fairhope, AL 36532
                  Tel: (251) 928-7074
                  E-mail: glester022@gmail.com

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

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

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

The petition was signed by Thomas C. Swearingen, president.


BIOFUEL ENERGY: Registers Add'l Subscription Rights for Shares
--------------------------------------------------------------
Biofuel Energy Corp. filed with the Securities and Exchange
Commission on January 20, 2011, a registration statement on Form
S-1 with respect to the registration of 1,948 additional
subscription rights to purchase depositary shares, additional
depositary shares representing interests in series A non-voting
convertible preferred stock and additional shares of common stock,
$0.01 par value per share, of BioFuel Energy Corp., pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, as a
result of the rounding up of fractional subscription rights as
described in the Company's Registration Statement on Form S-1, as
amended, initially filed by the Company on October 18, 2010 and
declared effective by the Securities and Exchange Commission on
December 17, 2010.

In a Form S-1 filing with the Securities and Exchange Commission
on October 18, 2010, the Company said that it is distributing at
no charge to the record holders of its common stock, non-
transferable subscription rights to purchase depositary shares
representing an aggregate of 2,000,000 shares of the Series A Non-
Voting Convertible Preferred Stock.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company's balance sheet at September 30, 2010, showed
$329.7 million in total assets, $274.6 million in total
liabilities, and stockholders' equity of $55.1 million.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

"If we are unable to raise sufficient proceeds from the rights
offering, the LLC's concurrent private placement, or from other
sources, we may be unable to continue as a going concern, which
could potentially force us to seek relief through a filing under
the U.S. Bankruptcy Code," the Company said in its Form 10-Q for
the third quarter of 2010.


BLOCKBUSTER INC: Lenders Move Plan Filing Deadline to February 4
----------------------------------------------------------------
Blockbuster Inc., its "subsidiary guarantors", and the lenders to
its Senior Secured, Super-Priority Debtor-in-Possession Revolving
Credit Agreement and Wilmington Trust FSB, as agent, agreed to
further amend the parties' DIP Credit Agreement, effective as of
January 14, 2011, to extend the date prior to which Blockbuster
will have filed a Conforming Plan of Reorganization from Jan. 14
to February 4, according to a Form 8-K filing with the U.S.
Securities and Exchange Commission dated January 18.

"Subsidiary Guarantors" refer to each of Blockbusters' U.S.-based
subsidiary other than Blockbuster 2009 Trust.

The Debtors' original Plan Filing Deadline under the DIP Credit
Agreement was November 30, 2010, and was subsequently moved to
December 15, 2010, and January 14, 2011.

                         PSA Amendment

As previously reported, Blockbuster entered into a Plan Support
Agreement with certain subsidiaries and beneficial owners or
advisors, nominees or investment managers for the beneficial
owners of those 11.75% Senior Secured Notes due 2014 issued by the
company.

According to the regulatory filing, effective as of January 14,
2011, Blockbuster, the PSA Subsidiaries, and certain Consenting
Noteholders agreed to further amend the Plan Support Agreement to
extend the date prior to which:

  (a) Blockbuster will have filed a Plan and Disclosure
      Statement from January 14, 2011, to February 4, 2011;

  (b) a Supermajority of Consenting Noteholders will have
      approved a Business Plan from January 15, 2011, to
      February 4, 2011; and

  (c) Blockbuster will have employed a chief executive officer,
      who is acceptable to, and whose terms of employment and
      compensation are acceptable to, and whose employment and
      compensation will have been approved by, a Supermajority
      of Consenting Noteholders from January 14, 2011, to
      February 4, 2011.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Needs More Cash to Exit Bankruptcy
---------------------------------------------------
Blockbuster Inc. has requested for around $200 million to
$250 million from its bondholders to be able to get out of
bankruptcy protection, The Wall Street Journal's Mike Spector and
Joann S. Lublin reports, citing people familiar with the matter.

The report says the move prompted a debate among bondholders about
whether to invest further in the struggling video chain or put it
up for sale.

The discussions among the bondholders, which are led by
billionaire Carl Icahn and hedge-fund Monarch Alternative Capital
LP, on the sought additional funds have just begun and the two
sides have not determined a "hard number" for the desired amount,
the Journal reports.

As previously reported, Blockbuster failed to file a conforming
plan of reorganization by the January 14, 2011 deadline set by the
Debtors' DIP Credit Agreement.

Blockbuster subsequently disclosed through a regulatory filing
with the U.S. Securities and Exchange Commission that the plan
filing deadline has been extended to February 4, 2011.

"Everyone knows they need to get out of bankruptcy, but all
lenders aren't of one mind," The Dallas Morning News quoted an
unnamed source close to the situation.  "Not all apparently are as
bullish about Blockbuster's future as Icahn," the source added.

Maria Halkias of the Dallas Morning News also reports that Mr.
Icahn wants to invest as much as $250 million in Blockbuster after
it emerges from bankruptcy.  That is the amount that the company
may take to be converted into a digital competitor less dependent
on brick-and-mortar storefronts, the report says, citing the
unnamed source.

Blockbuster chief executive officer, Jim Keyes, however, says he
is not going anywhere yet.  "We are making good progress and, as
promised, I am staying long enough to see the process through,"
Mr. Keyes said in an e-mail, notes Dallas Morning News.

                       About Blockbuster Inc.

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

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

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

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

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

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

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

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


BLOCKBUSTER INC: Plan Filing Exclusivity Extended Until March 21
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended through:

(a) March 21, 2011, Blockbuster Inc. and its units' time to
     exclusively file a Chapter 11 plan of reorganization; and

(b) May 20, 2011, their time to solicit acceptances of the
    Plan, without prejudice to their right to seek further
    extension of the Exclusive Periods.

                       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)


BROWN & ASSOCIATES: Dist. Ct. Affirms Termination of PPM Lease
--------------------------------------------------------------
District Judge Laurie Smith Camp affirmed a bankruptcy court
ruling denying Positive Property Management, LLC's request for
summary judgment in the lawsuit filed by Brown & Associates, Ltd.

Maple, Inc., d/b/a Sparks Computerized Car Care, leased property
from PPM.  Brown was the principal shareholder of Maple, Inc. and
a guarantor of the lease.  PPM sued Maple and Brown in Douglas
County District Court for damages resulting from an alleged breach
of the lease, the termination by Maple.  PPM requested damages for
the remaining lease amounts, less mitigation, plus repairs and
utilities, in the approximate amount of $75,000.  Brown then filed
for Chapter 11 case and removed the state court action to the
bankruptcy court.

The matter involves the interpretation of a restrictive use
paragraph in the lease.  Bankruptcy Judge Timothy J. Mahoney
denied PPM's motion for summary judgment because material factual
matters were in dispute.  Trial was held, and Judge Mahoney
determined that PPM breached the lease, and the breach was
material therefore allowing Maple to terminate the lease.  He did
not award monetary damages.

A copy of the District Court's January 18, 2011 Memorandum Opinion
is available at http://is.gd/CtpFL5from Leagle.com.

Brown & Associates, Ltd., filed for Chapter 11 bankruptcy (Bankr.
D. Neb. Case No. 09-08003) in 2009.


CAPARRA HILLS: Fitch Assigns 'BB' Initial Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings assigned an initial Issuer Default Rating of 'BB' to
Caparra Hills Inc. (Caparra Hills).  Fitch has also assigned a
rating of 'BBB-' to the company's US$51 million secured bonds.
The Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority issued the
secured bonds in August 2002.  The secured bonds are payable
solely from payments made to AFICA by Caparra Hills.  AFICA serves
solely as an issuing conduit for local qualified borrowers for
purpose of issuing bonds pursuant a trust agreement between AFICA
and a trustee.  The secured bonds are not guaranteed by AFICA, not
constitute a charge against the general credit of AFICA; and, not
constitute an indebtedness of the Commonwealth of Puerto Rico or
any of its political subdivisions.
The Rating Outlook is Stable.

The ratings reflect the stable cash flow generated by the
company's lease portfolio, which passes the vast majority of its
operating expenses on to its tenants.  Caparra Hills' properties
have low vacancy rates and solid collateral values backing its
secured debt.  The ratings are also supported by the company's
manageable debt maturity schedule, adequate cash position of
US$6.7 million, and stable EBITDA margins of over 60% during the
last five years ended Sept. 30, 2010, which result in adequate
debt service coverage ratios.  Also factored in the ratings is
Caparra Hills' capacity to generate consistently positive free
cash flow during the last several years.

The rating of the secured bonds (BBB-) positively incorporates the
collateral support included in the transaction structure as the
payments of the bonds are secured by a first mortgage on the
company's real estate properties and an assignment of leases.

The Stable Outlook reflects Caparra Hills' consistent and stable
operating performance and its track record of maintaining stable
credit metrics during the last several years.  Fitch expects
Caparra Hills will continue its commitment to maintain an adequate
capital structure.

Stable and Predictable Results:

The ratings incorporate Caparra Hills' stable revenues stream from
its lease portfolio and adequate credit profile of its main
tenants.  The lease revenues are predominately fixed in nature and
also provide for the pass-through of ongoing maintenance and
operating expenses for the company's properties, which lowers
business risk.  The company's revenues for the fiscal years ending
2008, 2009, and 2010 and the LTM period ended in September 2010
were US$11.7 million, US$11.9 million; US$12.1 million, and
US$11.9 million, respectively.  The company's lease portfolio has
an adequate maturity profile with staggered expirations of 9.5%
and 16.1% of company's rental income expiring in the next 12 and
24 months, respectively; about 43% of the company's rental income
contracts have expiration dates over the next 24-48 months, and
31.9% of the portfolio expires beyond 48 months.

Caparra Hills' revenues structure is mostly based on fixed rent,
which represent about of 60% total revenues, making the company's
revenues very predictable.  The other significant component in
company's revenue structure is tenant reimbursements, which
represent about of 25% of total revenues, covering costs
associated with property management and taxes.

Incorporated in the ratings is the company's tenant concentration
risk.  Caparra Hills' five most important anchor tenants are
University of Phoenix, Banco Santander, General Electric Consumer
Fin., United Surety & Indemnity Co, and Kimberly Clark Corp.
These tenants generate annual revenues of about US$6.4 million and
represent approximately 60% of the company's total annual rent
revenues.

Despite a challenging operating environment during the last two
years, Caparra Hills' operating metrics indicated resilience to
the economic slowdown.  During the last two years, the company's
vacancy rates were in the 4%-5% range.  At June 30, 2010, the
company had occupancy level of 96.5%.  As of Sept. 30, 2010, the
company's occupancy level was 89.9% due to the early termination
of the lease with one tenant.  The company has already leased the
area occupied by the former tenant to two new tenants that began
to pay rent in December 2010 and January 2011, bringing the
company's occupancy level to 95.8% by January 2011.  Caparra
Hills's rental rate and revenue per square foot have remained
stable during the last several years.  During the two years ended
June 30, 2010 and 2009, the company's average revenue per square
foot was US$25.80.

Solid Liquidity Expected to Continue:

Caparra Hills' liquidity position is solid resulting from its
capacity to consistently generate cash flow from operations and
its good credit access. During the last three years, the company's
CFFO reached an annual average of US$4 million.  By the end of
September 2010, the company's cash position was US$6.7 million,
including US$5.6 million in certificates of deposits, representing
approximately 56% of the company's LTM revenue (US$11.9 million)
and 3.4 times (x) the company's short-term debt (US$2.03 million).
In addition, the company maintains US$1 million available in
unused committed bank credit facility.  The ratings incorporate
the view that the company will maintain a solid liquidity, with a
cash position above 30% the company's revenue and more than 2x its
short-term debt on a consistent basis.

A Positive Free Cash Flow Business:

The ratings factor in a continued trend in the company's free cash
flow, which has been positive during the last five years.  For the
LTM period ended September 2010, fiscal year ended June 2010, and
fiscal year ended June 2009, Caparra Hills' free cash flow was
positive at levels of US$2.1 million, US$2.1 million , and
US$2 million, respectively. Caparra Hills' free cash flow is
expected to continue to be positive during the next following
years due to the company's stable cash flow from operations, low
level of capital expenditures, and level of dividends of
approximately US$1.5 million the company is planning to distribute
per year.  Factored into the ratings is the view that Caparra
Hills does not plan to execute any major investments that could
place additional pressure in its cash flow.

Leverage Not Expected to Increase, Manageable Debt Schedule A
Positive:

By the end of September 2010, the company's total debt was
US$51 million, and it was US$51.9 million and US$52.9 million by
the end of June 2009 and June 2008, respectively. By the end of
September 2010, Caparra Hills' debt was composed entirely by
US$51 million secured bonds.  The company does not maintain any
off-balance debt associated with operating leases obligations.

The company's EBITDA margin was 63% by the end of September 2010,
which has been in line with the company's average EBITDA margin
for the last three years (2010-2008) of 62%.  The company's net
leverage, as measured by net debt/EBITDA, was 5.9x by the end of
September 2010, similar to the levels of 6.1x and 6.6x the company
reached by the end of June 2009 and June 2008, respectively.  The
ratings incorporate the expectation that the company's net
leverage will be in the 6.0X to 5.75x range during the next three
fiscal years ending June 2013.

Positively factored into the ratings is the company's manageable
debt maturity schedule. The company's debt amortization schedule
is well distributed with only 4% concentrated in the short term.

Main Credit Concerns:

The ratings are constrained by the negative business environment
and the concentration risk affecting Caparra Hills' operations.
The ratings incorporate the negative business environment
affecting the economy of Puerto Rico, which has been in recession
since the fourth quarter of fiscal year 2006.  Additionally, the
ratings factor the concentration risk in the company's operations
related to three contiguous properties, which limits the company's
diversification and growth strategies.  Further, Caparra Hills'
operations are highly dependent from its main tenants, with five
tenants representing approximately 60% of the company's total
revenues.  The concentration risk is counter balanced by the
adequate credit profile of Caparra Hills' main tenants and the
company's good track-record of maintaining adequate occupancy
levels.

Negatively incorporated in the ratings is Caparra's high dividend
payout ratio.  During the last five years, Caparra has distributed
more than US$4.8 million in dividends, and the company expects to
maintain a dividend payout ratio of around 80% over its excess of
cash flow for the next years.  The ratings incorporates Fitch's
expectations that Caparra Hills will maintain current leverage and
liquidity levels.

Caparra Hills conducts its operations in Puerto Rico, which Fitch
views as a positive in terms of enforceability of the company's
secured debt in the event of default.  The relationship between
the United States and Puerto Rico is referred to as commonwealth
status.  Puerto Rico's constitutional status is that of a
territory of the United States, and, pursuant to the territorial
clause of the U.S. Constitution, the ultimate source of power
over Puerto Rico is the U.S. Congress.


CARGO TRANSPORTATION: Has Loan Plus Restructuring Officer
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cargo Transportation Services Inc. received interim
permission from the bankruptcy judge on Jan. 21 to use cash
representing collateral for the $7.9 million claim of the secured
lender Comerica Bank.  The bank said it was "marginally"
oversecured, meaning that the collateral is worth more than the
debt.  In addition to allowing the use of cash, Comerica agreed to
make a $2 million loan on the condition that CTS hire a chief
restructuring officer acceptable to the bank.  The final hearing
on financing will be held Feb. 9.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
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.


CB HOLDINGS: Sees Remaining Restaurant Sales 'In Short Order'
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of Charlie Brown's Steakhouse said it will
submit a motion in "short order" to set up sale procedures for the
remaining 32 restaurant locations.

Mr. Rochelle notes that the $2.5 million loan for the Chapter 11
case established deadlines for selling everything.  Originally,
the DIP loan required an auction for the other stores by Jan. 24,
with sale approval not later than Feb. 3.

New York-based CB Holding Corp. owns and operates 20 Charlie
Brown's Steakhouse and 12 Bugaboo Creek Steak House.

As reported in yesterday's Troubled Company Reporter, CB Holding
sold its The Office Beer Bar and Grill restaurant chain as part
of its bankruptcy, to winning bidder Villa Enterprises Ltd. for
$4.68 million.

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.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding
estimated its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CELEBRITY RESORTS: Counsel Fees Slashed by $10K for Late Affidavit
------------------------------------------------------------------
Bankruptcy Judge Arthur B. Briskman awarded R. Scott Shuker and
the law firm of Latham, Shuker, Eden & Beaudine, LLP $522,571 in
fees plus $18,443 in costs, for a total of $541,014, as an allowed
administrative expense pursuant to 11 U.S.C. Sections 503(b) and
507(a)(2), for legal services performed as counsel to Celebrity
Resorts, LLC, and all of its debtor-affiliates.  The firm's final
fee application is unopposed.

The firm seeks in its Final Application payment of fees of
$532,571 and expenses of $18,443, for a total of $551,014, for the
period March 5, 2010 through December 22, 2010.  The total amount
of $551,014 contains the amount of $77,259 awarded from
Applicant's First Interim Fee Application, but held back pursuant
to the Order entered on October 4, 2010.

The Court reduced the firm's fees by $10,000 for its failure to
timely file the Debtors' Affidavit in Support of Confirmation.
The Court explained that a Chapter 11 debtor is required to file a
confirmation affidavit setting forth the factual bases upon which
the debtor relies in establishing that each of the requirements of
11 U.S.C. Section 1129 are met.

The Court had directed the Debtors to file a confirmation
affidavit within four day of the Confirmation hearing.  The
Affidavit of Jared M. Meyers was filed on December 21, 2010 -- one
day prior to the confirmation hearing on December 22, 2010.

"The confirmation affidavit is of critical importance to the Court
and the parties in interest, particularly in a case of this
complexity, in understanding the issues surrounding confirmation,
whether confirmation is contested, and whether the confirmation
elements of 11 U.S.C. Section 1129 have been met," Judge Briskman
said.

A copy of Judge Briskman's January 19, 2011 Order is available at
http://is.gd/yDztqdfrom Leagle.com.

                      About Celebrity Resorts

Orlando, Florida-based Celebrity Resorts, LLC, and 35 affiliates
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. M.D. Fla. Lead Case No. 10-03550).  R. Scott Shuker, Esq.,
at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its
restructuring effort.  The Company estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

The Court confirmed the Debtors' Amended Joint Plan of
Reorganization, as modified, on December 28, 2010.  As reported by
the Troubled Company Reporter on January 5, 2011, Celebrity
Resorts has emerged from Chapter 11 bankruptcy protection,
according to the Orlando Sentinel.


CENTER FOR JEWISH: Donors Give $30 Million for Debt Service
-----------------------------------------------------------
Miriam Kreinin Souccar, writing for Crain's New York Business,
reports that The Center for Jewish History, a nonprofit that
houses the largest repository of Jewish history outside the state
of Israel, said Monday it has raised $30 million to pay off its
longstanding debt.

"The Center for Jewish History has emerged from a difficult
financial situation stronger than ever, thanks to the donors who
recognized the significance of this essential institution," said
Bruce Slovin, chairman and founder of the Center, according to
Crain's.

Crain's notes the debt was accrued 10 years ago when the Center
built its home on West 16th Street, in New York.  The organization
had been paying around $1.5 million in debt service costs each
year, but in September 2009, at the height of the economic
downturn, their letter of credit expired, and renewing would have
meant signing up for a higher interest rate.

The report notes the board decided to launch a capital campaign to
knock out the debt in one blow and skip paying some of long-term
interest costs.  Led by trustees William Ackman and Joseph
Steinberg, it raised the money in less than 18 months with the
help of the Fairholme Foundation, which gave nearly $6.8 million,
and 19 other donors.

Crain's says the organization, which operates on a $5.5 million
annual budget and has a $10 million endowment, is now financially
sound and can get back to focusing on its mission.


CHARLES J KANE: Stewart Tilghman et al. Fraud Suit Goes to Trial
----------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball denied motions and cross-motions
for summary judgment filed by both plaintiffs and defendants in
the cases:

     -- Stewart Tilghman Fox & Bianchi, P.A., William C. Hearon,
        P.A. and Todd S. Stewart, P.A., v. Charles J. Kane,
        (Bankr. S.D. Fla. Adv. Pro. No. 09-01838); and

     -- Stewart Tilghman Fox & Bianchi, P.A., William C. Hearon,
        P.A. and Todd S. Stewart, P.A., v. Harley N. Kane, (Bankr.
        S.D. Fla. Adv. Pro. No. 09-01839)

The Court held that there remain material facts in dispute and so
summary judgment is not appropriate.

Stewart Tilghman Fox & Bianchi, P.A., William C. Hearon, P.A., and
Todd S. Stewart, P.A., allege that defendants Charles J. Kane and
Harley N. Kane received more than $4 million between 2004 and 2008
and that the Debtors dissipated most of these funds with the
actual intent to hinder, delay or defraud the Plaintiffs
themselves.  The Plaintiffs also allege that the individual
Debtors caused the law firm Kane & Kane to make improper
distributions to the individual Debtors, caused Kane & Kane to pay
excessive salary to the individual Debtors and members of their
family, and caused Kane & Kane to make other transfers to their
family members.

The Debtors argue that some of the transfers in question were
transfers from Kane & Kane to the individual Debtors themselves
and that these transfers did not deplete the partnership assets
because, they argue, the partnership assets include the net assets
of the individual Debtors as general partners.

A copy of the Court's January 18, 2011 Order Denying Motions for
Summary Judgment is available at http://is.gd/r7pT70from
Leagle.com.

Charles J. Kane and Harley N. Kane filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 08-27457 and 08-27460) on November 17,
2008.  The cases were dismissed by orders entered March 20, 2009,
along with a case filed by their law firm, In re Kane & Kane, a
general partnership, Case No. 08-27452.

In 2009, Charles J. Kane and Harley N. Kane filed for Chapter 7
bankruptcy (Bankr. S.D. Fla. Case Nos. 09-15557 and 09-15558).
The partnership also filed for Chapter 7, In re Kane & Kane, Case
No. 09-15556.


CHEM RX: Lost $109 Million in 2008 and 2009
-------------------------------------------
The Courier-Journal, in Louisville, Kentucky, reports that
PharMerica Corp. said in a regulatory filing that Chem Rx lost
$109 million in 2008 and 2009.  Accoridng to Louisville-based
PharMerica, Chem Rx, however, showed improvement over that span.
Its loss narrowed to $24 million in 2009 compared with $85 million
the year before, while sales rose 8 percent to $354 million.

                        Abut Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, represent the Company in its restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of February 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CITIGROUP INC: Treasury to Auction Off 465.1-Mil. Warrants Today
----------------------------------------------------------------
The Associated Press reports that the U.S. government said it will
sell 465.1 million warrants it holds from Citigroup Inc. in an
auction on Tuesday.  Sale of the warrants gives the holder the
right to buy Citigroup common stock at a fixed price.

The AP says the warrant sales will add to the $12 billion
profit that the U.S. Treasury says the government has realized
from its bailout of Citigroup.  The AP notes the Treasury released
that estimate in December when it completed the remaining sales of
Citigroup common stock that the government held.

The AP says the government will announce the results of Tuesday's
warrant auction on Wednesday.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup also received $45 billion in bailout aid.  Citigroup
sold assets to repay the bailout funds.

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.


COMMONWEALTH BIOTECHNOLOGIES: Files for Chapter 11 Reorganization
-----------------------------------------------------------------
Commonwealth Biotechnologies, Inc., has filed for reorganization
under Chapter 11 bankruptcy in order to complete its planned
divestment of assets and subsequent identification of a merger
partner in an orderly and efficient way.  The process could take
up to 12 to 18 months to complete.

Dr. Richard J. Freer, CEO of CBI said, "This step is the result of
the confluence of timing pressures and the actions of secured
creditors seeking to collect on debt owed.  While bankruptcy
sometimes carries a negative connotation, the company believes
this is the best way for the company to satisfy all debt, not just
secured debt.  Our ultimate goal remains unchanged from previous
communications to the market, that is, to emerge from this filing
debt free with the ability to return shareholder value as well."

Commonwealth Biotechnologies offers cutting-edge peptide research
and development products and services to the global life sciences
industry.  CBI now operates through its Australian subsidiary,
Mimotopes, Pty Ltd.


COMMONWEALTH BIOTECHNOLOGIES: Case Summary & Creditors List
-----------------------------------------------------------
Debtor: Commonwealth Biotechnologies, Inc.
        718 Grove Road
        Midlothian, VA 23114

Bankruptcy Case No.: 11-30381

Chapter 11 Petition Date: January 20, 2011

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Paula S. Beran, Esq.
                  TAVENNER & BERAN, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178
                  E-mail: pberan@tb-lawfirm.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/vaeb11-30381.pdf

The petition was signed by Richard J. Freer, Ph.D., CEO.


CONSOLIDATED HORTICULTURE: May Lay Off 311 Workers in Early March
-----------------------------------------------------------------
Melanie Turner, staff writer at the Sacramento Business Journal,
reports that Hines Nurseries LLC has notified the state of
California that it may lay off 311 workers in early March,
including as many as 70 at the Company's operation in Winters.

                       About Hines Nurseries

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


COOPER COS: S&P Raises Corporate Rating to 'BB+', Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cooper Cos. Inc. to 'BB+' from 'BB'; the rating outlook
is stable.  In addition, S&P are raising S&P's rating on the
Company's senior unsecured debt to 'BB+' from 'BB', although S&P
expects this debt to be repaid in February 2011.

"The rating on Pleasanton, Calif.-based Cooper Cos. Inc. reflects
its fair business risk profile, given its dependence on soft
contact lenses and the need to compete against much larger
players," said Standard & Poor's credit analyst Cheryl Richer.
The Company's Cooper Vision (CVI) business unit is exposed to
technology changes, as evidenced by its late entry into silicone
hydrogel (SiH) lens manufacturing.  However, the Company has
entered this market successfully as a result accelerated
investment to manufacture, and ramp up production of, various
lines of SiH soft contact lenses.  S&P expects continued sales
growth will be driven by industry demand, new product launches,
expanded capacity, and pending entry into the Japanese market with
SiH lenses.  The Company's intermediate financial risk profile and
strong liquidity reflect relatively low use of debt leverage
(adjusted debt to total capital of 31% at Oct. 31, 2010) and
increasing free cash flow generation.  Only modest revenue
diversification is provided by Cooper Surgical (CSI), which
manufactures women's health care products used primarily by
obstetricians and gynecologists (16% of total sales).

Cooper continues to increase market share despite competitive
pressures.  Global industry contact lens growth, although
dampened, has remained positive, as reported by Cooper, despite
the recession.  CVI has a No. 3 position (roughly 16% global
market share) in the $6 billion global soft contact lens industry.
The Company's dependence on CVI's contact lens product line (84%
of total sales) exposes it to challenges from dominant industry
players, such as the Vision Care division of Johnson & Johnson,
which has a global market share of more than 40%.  Other big
competitors are CIBA Vision (owned by Novartis AG) and Bausch &
Lomb Inc., which has a market share slightly trailing Cooper's.
These rivals have much greater financial resources that could be
applied to marketing or R&D.  Still, customer switching between
contact lens brands is typically low.  The Company's global
footprint provides diversity for the otherwise narrowly focused
business; in fiscal 2010, 45% of CVI sales were derived in the
Americas, 36% in Europe/Middle East, and 19% in Asia-Pacific.
Cooper uses foreign-exchange hedges to offset the currency risk.


CORNER DEVELOPMENT: Selling Assets to Pay Off Debts
---------------------------------------------------
Matthew Frank at the Missoula Independent, in Montana, reports
that The Corner Development, LLC, and its owner are in Chapter 11
protection with a goal of selling assets to pay off debts.

"We're going to try to sell things in an orderly manner to
hopefully pay everybody off," Harold Dye, Esq., at Dye & Moe,
said.  "That's the general goal."

Corner Development developed "The Corner," the posh condos on the
corner of South Higgins Avenue and Brooks Street that.  The
Company is owned by Eric Hefty, an architect.

Corner Development filed for Chapter 11 protection in Butte,
Montana on Jan. 13, 2011 (Bankr. D. Mont. Case No. 11-60040).
Harold V. Dye, Esq., at Dye & Moe, PLLP, in Missoula, Montana,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and liabilities in excess of $10 million.

Mr. Hefty filed for Chapter 11 protection on Jan. 12, 2011 (Bankr.
D. Mont. Case No. 11-60039).

The Missoula Independent reports that Mr. Dye says both The Corner
and the adjacent University Apartments on Roosevelt Street, also
owned by Mr. Hefty, are implicated in the filings.  Mr. Hefty
found himself in a "foreclosure situation" with primary creditor
Mountain West Bank, Dye says, and was forced into an emergency
bankruptcy filing to protect his assets from the bank's "imminent
action."


COSINE COMMUNICATIONS: To Deregister Common Stock
-------------------------------------------------
CoSine Communications, Inc. filed with the Securities and Exchange
Commission, on January 20, 2011, a Post-Effective Amendment
relating to the following Registration Statements on Form S-8:

   (a) 25,535,979 shares of CoSine Communications, Inc. common
       stock, par value $0.0001 per share, for the CoSine
       Communications, Inc. 1997 Stock Plan, the CoSine
       Communications, Inc. 2000 Stock Plan, the CoSine
       Communications, Inc. 2000 Employee Stock Purchase Plan and
       the CoSine Communications 2000 Director Option Plan;

   (b) 17,225,190 shares of Common Stock the CoSine
       Communications, Inc. 2002 Stock Plan, the CoSine
       Communications, Inc. 2000 Stock Plan, the CoSine
       Communications, Inc. 2000 Employee Stock Purchase Plan and
       the CoSine Communications 2000 Director Option Plan.

The Company intends to deregister its Common Stock under Sections
12(g) of the Securities Exchange Act of 1934, as amended, through
the filing of a Form 15.  Because the Company will no longer be
filing reports pursuant to the Exchange Act, the Company is
deregistering the remaining securities registered but unsold under
the Registration Statements, if any, in accordance with an
undertaking made by the Company in Part II of the Registration
Statements to remove from registration, by means of a post-
effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of
the offering.

                    About Cosine Communications

Los Gatos, California-based CoSine Communications, Inc. (Pink
Sheets:COSN.pk) was founded in 1998 as a global telecommunications
equipment supplier.  As of December 31, 2006, CoSine had ceased
all its product and customer service related operations.  CoSine's
strategic plan is to redeploy its existing resources to identify
and acquire, or invest in, one or more operating businesses with
the potential for generating taxable income or capital gains.

The Company's balance sheet at Sept. 30, 2010, showed
$21.84 million in total assets, $189.0 thousand in liabilities,
all current, and stockholders' equity of $21.65 million.

Burr Pilger Mayer Inc. of San Jose, California, which audited the
Company's annual report for 2009, said that that the CoSine
Communications' actions in September 2004 in connection with its
ongoing evaluation of strategic alternatives to terminate most
of its employees and discontinue production activities in an
effort to conserve cash, raise substantial doubt about its ability
to continue as a going concern.


CYTOMEDIX INC: Common Stock to Trade on OTC Bulletin Board
----------------------------------------------------------
Cytomedix, Inc. disclosed that beginning with the opening of
trading on or about January 25, 2011, the Company's common stock
is expected to be quoted on the OTC Bulletin Board, and will cease
trading on the NYSE Amex.  The Company also expects to be issued a
new trading symbol for quotation on the OTC Bulletin Board and
will announce the new ticker symbol once it has been assigned.

As previously announced, on November 19, 2010, Cytomedix received
notice from the staff of the NYSE Amex that the Company had failed
to regain compliance with the stockholders' equity requirement for
continued listing and, accordingly, the Company's securities were
subject to delisting proceedings.  The Company appealed the
determination to a Listing Qualifications Panel.  However, the
Company withdrew its appeal on January 20, 2011.

"While we were not able to meet certain stockholder's equity
compliance requirements needed to maintain our NYSE Amex listing,
our core business remains strong and we continue to see positive
market reaction to both of our platelet rich plasma products,"
commented Martin P. Rosendale, President and Chief Executive
Officer of Cytomedix.  "We are nearing the completion of a very
robust dossier for submission to the Centers for Medicare &
Medicaid Services to reconsider reimbursement of our AutoloGel(TM)
System in wound healing, and are confident that our strong
clinical data will provide a compelling case for a positive
determination."

While its common stock is expected to be quoted on the OTC
Bulletin Board, the Company plans to continue to file all periodic
reports with the SEC pursuant to the requirements of the
Securities Exchange Act of 1934, as amended.

                       About Cytomedix Inc.

Gaithersburg, Maryland, Cytomedix, Inc. (NYSE Amex: GTF) --
http://www.cytomedix.com/-- develops, sells and licenses
regenerative biological therapies primarily for wound care,
inflammation and angiogenesis.  The Company markets the
AutoloGel(TM) System, a device for the production of platelet rich
plasma (PRP) gel derived from the patient's own blood for use on a
variety of exuding wounds; the Angel(R) Whole Blood Separation
System, a blood processing device and disposable products used for
the separation of whole blood into red cells, platelet poor plasma
(PPP) and PRP in surgical settings; and the activAT(R) Autologous
Thrombin Processing Kit, which produces autologous thrombin serum
from PPP.  The activAT(R) kit is sold exclusively in Europe and
Canada, where it provides a completely autologous, safe
alternative to bovine-derived products.

The Company's restated balance sheet at December 31, 2009, showed
$2,645,083 in total assets, $1,669,032 in total liabilities, and
stockholders' equity of $976,051.

PricewaterhouseCoopers LLP, in McLean, Va., expressed substantial
doubt about Cytomedix, Inc.'s ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the the Company has suffered recurring losses
from operations and has insufficient liquidity to fund its ongoing
operations.


DEEP MARINE: Court Subordinates Minority Shareholders' Claims
-------------------------------------------------------------
FLI Deep Marine LLC, Bressner Partners Ltd., Logan Langberg,
Harley Langberg, and Deepwork, Inc., on January 19, 2010, filed
Claim Nos. 99, 100, 101 and 102 against Deep Marine Holdings,
Inc., or its affiliates for $7,500,000 each, based on a
prepetition lawsuit against FLI Deep, et al., initiated in the
Delaware Court of Chancery.  The Defendants are former minority
shareholders in Deep Marine Technology Incorporated.  The
Defendants filed the Delaware Lawsuit on October 26, 2009,
alleging that DMTI's majority shareholders confiscated the
Defendants' DMTI shares through a short form merger with NKOC,
Inc.

The Official Committee of Unsecured Creditors filed a complaint on
March 8, 2010, seeking subordination of the Defendants' Claims
below those of general unsecured creditors pursuant to 11 U.S.C.
Sec. 510(b).  The Committee argues that subordination is
appropriate because the Defendants' Claims arise from "the
purchase or sale" of the Defendants' DMTI shares.  The Committee
acknowledges that at least some of Defendants' Claims involve
tortious conduct not directly related to the "purchase" or "sale"
of DMTI shares.  Nevertheless, the Committee argues that
subordination pursuant to Sec. 510(b) is mandatory when the claim
at issue is "causally linked" to the purchase or sale of a
security.

The Defendants objected, arguing that the short form merger did
not constitute the "sale" of their DMTI shares and Defendants
"therefore cannot be suing the Debtors [in the Delaware
Litigation] for rescission of a sale."  The Defendants also argue
that "even if somehow shares confiscated in a short form merger
could be construed to be a sale of stock, the core of Defendants'
claims in the Delaware case relate to events that occurred in the
years before the [m]erger."

Bankruptcy Judge Marvin Isgur finds that Sec. 510(b)'s breadth
includes the causes of action alleged in the Delaware Litigation.
Accordingly, the Court grants the Committee's Motion for Summary
Judgment and subordinates the Defendants' Claims pursuant to Sec.
510(b).

The case is Official Committee Of Unsecured Creditors, v. FLI Deep
Marine LLC, et al., Adv. Pro. No. 10-03116 (Bankr. S.D. Tex.).  A
copy of the Court's January 19, 2011 Memorandum Opinion is
available at http://is.gd/sN5OaSfrom Leagle.com.

                         About Deep Marine

Headquartered in Houston, Texas, Deep Marine Technology Inc. --
http://www.deepmarinetech.com/-- is an independent subsea service
provider to the Offshore Oil and Gas Industry.

Deep Marine Holdings, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. S.D. Tex. Case No. 09-39314) on December 4,
2009.  Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC,
Deep Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC,
also sought bankruptcy protection.  The Debtors are represented by
Bracewell & Guiliani, L.L.P.  In its schedules, DMTI scheduled
$91,060,850 in assets and $64,091,137 in debts.


DEEP DOWN: 1st to 3rd Quarter 2010 Reports to Be Restated
---------------------------------------------------------
In conjunction with an internal review meeting of Flotation
Technologies, Inc., a wholly owned subsidiary of Deep Down, Inc.,
management of the Company reviewed the status of one of its long-
term fixed price contracts that was entered into by the Company in
November of 2008 and is scheduled to be completed in the third
quarter of 2011.  As a result of this review, Management
determined that the percentage of completion accounting model it
uses to determine the amount of revenue to recognize in the
Company's financial statements contained errors with respect to
the labor and burden rates applied to project costs and that the
estimate to complete the work for this Contract was not updated on
a timely basis.  Management promptly notified KPMG LLP, the
Company's independent registered public accounting firm, and the
Audit Committee of the Company's Board of Directors.  The Audit
Committee and KPMG discussed the matter and Management continues
to work to quantify the effects of these errors.

On January 14, 2011, the Audit Committee concluded, based on
recommendations from Management, that, as a result of these
errors, the Company's unaudited interim financial statements for
the quarterly periods ended March 31, 2010, June 30, 2010 and
September 30, 2010 should no longer be relied on and should be
restated.

The Company expects to record an adjustment that will result in a
decrease to cumulative revenues recognized under the Contract
since its inception in the range of $1,900,000 to $2,300,000.
Since the costs related to work performed under the Contract were
recorded correctly, the adjustment will also reduce the cumulative
net income on the project reported by the Company in the same
range.  Based on the analysis performed to date, the Company
currently believes that the portion of this adjustment which
relates to the year ended December 31, 2009 will decrease revenues
and net income for that year by approximately $750,000 to
$1,000,000.  At this time, the Company has concluded that the
overstatement of revenues and net income resulting from these
errors attributable to 2009 are not material to the 2009 financial
statements.  Therefore, the Company will not restate the financial
statements included in the Form 10-K and the Form 10-Q's for
fiscal 2009.  However, Management has not completed its review
procedures and the amount of the adjustment is subject to change.
Additionally, the Company believes that based on current estimates
to complete the work under this Contract that the project will be
at breakeven at its completion which is scheduled in mid-2011.

On December 31, 2010, substantially all the assets of Flotation
were contributed to Cuming Flotation Technologies, LLC, as part of
a joint venture transaction.  Work under the Contract that
included the manufacturing of buoyancy is being performed by
Flotation.

The Company intends to file an amended Form 10-Q/A for each of the
quarters ended March 31, 2010, June 30, 2010 and September 30,
2010.  The Company expects to complete the filings as soon as
practicable but no later than March 31, 2011.

In addition to the impact of the restatement on the Company's
previously issued financial statements, the Company will also
evaluate whether the errors were the result of a material weakness
in internal control over financial reporting and will include the
results of this evaluation in the Form 10-Q/A's.

It is the Company's view that, based on the restatement to the
Company's previously issued financial statements, the Company will
not be in compliance with the financial covenants under the
Company's credit facility as of September 30, 2010.  However,
based on the Company's initial review, even after the restatement,
it appears that the Company will be in compliance with such
covenants for the period ended December 31, 2010.

The Audit Committee has discussed the matters with
PricewaterhouseCoopers LLP, the Company's previous independent
registered public accounting firm, and KPMG, the Company's current
independent registered public accounting firm since July 8, 2010.

                          About Deep Down

Deep Down, Inc. -- http://www.deepdowncorp.com/-- is an oilfield
services company serving the worldwide offshore exploration and
production industry.  Deep Down's services include distribution
system installation support and engineering services, umbilical
terminations, loose-tube steel flying leads, distributed and drill
riser buoyancy, ROVs and tooling, marine vessel automation,
control, and ballast systems.  The Company's primary focus is on
more complex deepwater and ultra-deepwater oil production
distribution system support services and technologies, used
between the platform and the wellhead.

The Company's balance sheet at Sept. 30, 2010, showed
$49.31 million in total assets, $14.72 million in total
liabilities, and stockholders' equity of $34.58 million.

The Company's working capital declined by $1.7 million to negative
$554,000 at September 30, 2010 from $1.2 million at December 31,
2009 primarily as a result of reclassifying $2.5 million of its
long-term debt to current liabilities.  All of the debt from one
of the Company's lenders in the amount of $3.2 million is due
April 15, 2011.  As of September 30, 2010, the Company was in
compliance with all financial covenants associated with this debt.
The Company is currently in discussions with several lenders who
have expressed interest in refinancing the Company's debt.

Deep Down reported a net loss of $3.36 million after a
$4.5 million non-cash impairment of goodwill, on revenues of $11.4
million for three months ended Sept. 30, 2010, compared with a net
loss of $2.09 million on revenues of $8.4 million during the same
quarter last year.


DELTA AIR: Reports $19 Million Profit in Fourth Quarter
-------------------------------------------------------
Delta Air Lines reported financial results for the December 2010
quarter.  Key points include:

    * Delta's net income for the December 2010 quarter was
      $158 million, or $0.19 per diluted share, excluding special
      items.  This is a $383 million improvement year over
      year.

    * Delta's GAAP net income was $19 million, or $0.02 per
      diluted share, for the December 2010 quarter.

    * Delta's net income for 2010 was $1.4 billion, excluding
      special items. Including $851 million in special items,

    * Delta's net income for 2010 was $593 million.

    * 2010 results include $313 million in profit sharing
      expense, including $38 million in the December quarter, in
      recognition of Delta employees' achievements toward
      meeting the company's financial targets.

    * Delta's adjusted net debt at the end of 2010 was
      $15.0 billion, a $2.0 billion reduction from prior year.

    * Delta ended 2010 with $5.2 billion in unrestricted
      liquidity.

"Our 2010 results are among the best in Delta's history.  They
would not have been possible without the dedication and
determination of Delta employees worldwide and we are pleased we
will pay more than $300 million in profit sharing for 2010," said
Richard Anderson, Delta's chief executive officer.  "These results
are a direct reflection of the success of our merger, cost
discipline and debt reduction  strategy and give us momentum to
deal with the rising fuel prices we face in 2011."

Revenue Environment

Total operating revenue for the December 2010 quarter was
$7.8 billion, an increase of $1.0 billion, or 14%, compared to the
same period last year.

    * Passenger revenue increased 15%, or $889 million, compared
      to the prior year period on 7% higher capacity. Passenger
      unit revenue (PRASM) increased 8%, driven by a 9%
      improvement in yield.

    * Cargo revenue decreased 7%, or $17 million, due to the
      elimination of freighter operations, partially offset by
      higher volume and yield.

    * Other, net revenue increased 14%, or $112 million,
      primarily due to higher SkyMiles revenue and revenues from
      ancillary products and services.

Comparisons of revenue-related statistics are as follows:

                                   Increase(Decrease)
                                    4Q10 versus 4Q09
                             -------------------------------
                             Change  Unit
Passenger Revenue   4Q10 ($M)  YOY   Revenue  Yield  Capacity
                   -----------------------------------------
Domestic              2,927    11%     5%       5%      6%
Atlantic              1,226    21%     8%      10%     12%
Pacific                 721    47%    24%      26%     18%
Latin America           364    13%    19%      18%    (5)%
                    -------
Total mainline        5,238    17%     8%       9%      8%
Regional              1,430     9%     9%      10%      0%
                    -------
Consolidated          6,668    15%     8%       9%      7%

"Through the momentum we built in 2010, we expect to maintain
our March quarter margins year over year despite more than
$350 million in higher costs from the recent steep run-up in fuel
prices," said Ed Bastian, Delta's president.  "Industry-wide fare
increases, combined with growth in Delta's ancillary products and
services, will provide a more long-term, revenue-based solution to
addressing the high fuel environment."

Cost Performance

In the December 2010 quarter, operating expense increased
$644 million year over year due to higher fuel price, volume- and
revenue-related expenses, and profit sharing expense, which were
partially offset by incremental merger cost synergies.

Consolidated unit cost (CASM[2]), excluding fuel, profit sharing
and special items, decreased 2% in the December 2010 quarter on a
year-over-year basis, on 7% higher capacity.  Consolidated CASM,
including fuel, profit sharing and special items, increased 2%.

Non-operating expense excluding special items decreased
$67 million due to benefits from Delta's debt reduction
initiatives.  Including special items, non-operating expense was
$36 million lower than in the December 2009 quarter.

Fuel Price and Related Hedges

Delta hedged 58% of its fuel consumption for the December 2010
quarter for an average fuel price(3) of $2.47 per gallon.  The
table below represents 2011 fuel hedges in place as of Jan. 14,
2011:

                               1Q11   2Q11    3Q11   4Q11
                               --------------------------
Call options                     15%    26%     20%    15%
Collars                          19%     9%     12%     0%
Swaps                            15%     6%      4%     2%
                               --------------------------
Total                            49%    41%     36%    17%

Average crude call strike        $84    $87     $86    $87
Average crude collar cap          90     84      89      -
Average crude collar floor        75     73      76      -
Average crude swap                85     91      83     89

Liquidity Position

As of Dec. 31, 2010, Delta had $5.2 billion in unrestricted
liquidity, including $3.6 billion in cash and short-term
investments, and $1.6 billion in undrawn revolving credit
facilities.  During the December 2010 quarter, operating cash flow
was $318 million, driven by the company's profitability partially
offset by the normal seasonal decline in advance ticket sales.
Free cash flow was $52 million in the December 2010 quarter and
$1.6 billion for the full year.

Cash used in investing during the quarter was $266 million, which
included $178 million for investments in aircraft, parts and
modifications, as the company began the previously announced
investment in its fleet, including winglets, flat-bed seats and
enhanced in-seat entertainment.

Debt payments in the December 2010 quarter were $1.3 billion and
the company issued $987 million of debt, primarily to refinance a
portion of its aircraft debt maturities.  During the quarter,
Delta completed a $474 million debt offering and received
$270 million in proceeds.  The remaining $204 million will be held
in escrow until additional aircraft are refinanced, including 10
aircraft in Delta's 2001-1 enhanced equipment trust certificates,
which mature in September 2011.

At Dec. 31, Delta's adjusted net debt was $15.0 billion, a
$2.0 billion reduction from Dec. 31, 2009.

"Through the hard work of the Delta team, we ended 2010 with flat
non-fuel unit costs and a $2 billion reduction in adjusted net
debt, meeting two of our key financial commitments for the year,"
said Hank Halter, Delta's chief financial officer.  "To mitigate
the pressure on our business from higher fuel prices in 2011, we
remain committed to maintaining a competitive cost structure and
paying down debt."

Company Highlights

Delta has a strong commitment to employees, customers and the
communities it serves.  Key accomplishments in 2010 include:

    * Accruing more than $300 million in employee profit
      sharing, in recognition of the achievements of all Delta
      employees toward meeting the company's financial targets;

    * Taking major steps toward resolving remaining
      representation issues, as Delta employees in five
      elections voted to keep the direct relationship and
      culture that Delta has maintained over the decades;

    * Implementing a more than $2 billion investment -- Delta's
      largest product investment in a decade -- in improved
      products, services and airport facilities through 2013,
      including an expanded international terminal in New York-
      JFK; full flat-bed seats in BusinessElite and individual
      in-seat entertainment throughout both cabins on all
      transoceanic aircraft; expanding Wi-Fi to all two-class
      jets; and improving fuel efficiency by adding winglets to
      44 more aircraft in Delta's fleet;

    * Celebrating the 10th anniversary of SkyTeam; welcoming
      Vietnam Airlines and TAROM, Romania's flag carrier, into
      SkyTeam; and supporting the applications of China Eastern,
      Aerolineas Argentinas' and Garuda Indonesia to join
      SkyTeam;

    * Extending Delta's reach through alliance and codeshare
      partnerships, including the addition of Alitalia to
      Delta's industry-leading joint venture with Air France-
      KLM; signing a new codeshare agreement with Hawaiian
      Airlines that will offer Delta's customers access to
      connecting flights within the Hawaiian Islands; and
      announcing plans to codeshare with GOL airlines, a
      Brazilian carrier;

    * Expanding Delta's network to offer customers the routes
      they want worldwide by announcing more frequencies between
      Delta's U.S. gateways and London-Heathrow; new service to
      Tokyo-Haneda and the Pacific island of Palau; and
      increased service to Africa, Shanghai, Manila, Beijing,
      Guangzhou and Reykjav­k, Iceland;

    * Launching a dedicated customer service channel enabling
      customers to contact Delta in real-time through
      @DeltaAssist on Twitter; and

    * Furthering Delta's commitment to the communities it serves
      by raising $1 million in donations for Martin Luther King
      Jr. National Memorial in Washington, D.C.; pledging
      $1 million to Atlanta's National Center for Civil and Human
      Rights and $2 million to Grady Health Foundation in
      Atlanta; and building houses with Habitat for Humanity in
      nine U.S. states and Chile.

Special Items

Delta recorded special items totaling $139 million in the December
2010 quarter, including:

    * $88 million in merger-related expenses;
    * $31 million from a loss on extinguishment of debt; and
    * $20 million in costs related to the consolidation of
      operations at Cincinnati/Northern Kentucky International
      Airport.

Delta recorded special items totaling a net $200 million credit in
the December 2009 quarter, including:

    * $121 million in primarily merger-related expenses; and
    * $321 million non-cash tax benefit related to the impact of
      fuel hedges in other comprehensive income.

March 2011 Quarter Guidance

Following are Delta's projections for the March 2011 quarter.

                                           1Q 2011 Forecast
                                             ----------------
Operating margin                                 1 ? 3%
Fuel price, including taxes and hedges           $2.60
Capital expenditures                          $375 million
Total liquidity at end of period              $5.3 billion

                                           1Q 2010 Forecast
                                        (compared to 1Q 2010)
                                        ---------------------
Consolidated unit costs ? excluding
fuel expense                                 Flat ? up 2%

System capacity                                  Up 5 ? 7%
    Domestic                                 Flat ? up 2%
    International                             Up 12 ? 14%

Mainline capacity                                Up 6 ? 8%
    Domestic                                 Flat ? up 2%
    International                             Up 12 ? 14%

Other Matters

                     DELTA AIR LINES, INC.
         Unaudited Consolidated Statement of Operations
                Three Months Ended Dec. 31, 2010

Operating Revenue:
  Passenger:
   Mainline                                  $5,238,000,000
   Regional carriers                          1,430,000,000
                                            ---------------
  Total passenger revenue                     6,668,000,000

  Cargo                                         236,000,000
  Other, net                                    885,000,000
                                            ---------------
Total operating revenue                      7,789,000,000

Operating Expense:
  Aircraft fuel and related taxes             1,928,000,000
  Salaries and related costs                  1,708,000,000
  Contract carrier arrangements               1,180,000,000
  Aircraft maintenance mat./outside repairs     395,000,000
  Contracted services                           393,000,000
  Depreciation and amortization                 372,000,000
  Passenger commissions/other selling expenses  364,000,000
  Landing fees and other rents                  313,000,000
  Passenger service                             180,000,000

  Aircraft rent                                  82,000,000
  Profit sharing                                 38,000,000
  Restructuring and merger-related items        108,000,000
  Other                                         434,000,000
                                            ---------------
  Total operating expense                     7,495,000,000
                                            ---------------
Operating Income                                294,000,000

Other (Expense) Income:
  Interest expense                             (224,000,000)
  Amortization of debt discount, net            (46,000,000)
  Interest income                                 5,000,000
  Loss on extinguishment of debt                (31,000,000)
  Miscellaneous, net                             23,000,000
                                            ---------------
  Total other expense, net                     (273,000,000)
                                            ---------------
Income (Loss) Before Income Taxes                21,000,000

Income Tax (Provision) Benefit                   (2,000,000)
                                            ---------------
Net Income (Loss)                               $19,000,000
                                            ===============

                     DELTA AIR LINES, INC.
         Unaudited Consolidated Statement of Operations
                   Year Ended Dec. 31, 2010

Operating Revenue:
  Passenger:
   Mainline                                 $21,408,000,000
   Regional carriers                          5,850,000,000
                                            ---------------
  Total passenger revenue                    27,258,000,000

  Cargo                                         850,000,000
  Other, net                                  3,647,000,000
                                            ---------------
Total operating revenue                     31,755,000,000

Operating Expense:
  Aircraft fuel and related taxes             7,594,000,000
  Salaries and related costs                  6,751,000,000
  Contract carrier arrangements               4,305,000,000
  Aircraft maintenance mat./outside repairs   1,569,000,000
  Contracted services                         1,549,000,000
  Depreciation and amortization               1,511,000,000
  Passenger commissions/other selling         1,509,000,000
     expenses

  Landing fees and other rents                1,281,000,000
  Passenger service                             673,000,000
  Aircraft rent                                 387,000,000
  Profit sharing                                313,000,000
  Restructuring and merger-related items        450,000,000
  Other                                       1,646,000,000
                                            ---------------
  Total operating expense                    29,538,000,000
                                            ---------------
Operating Income                              2,217,000,000

Other (Expense) Income:
  Interest expense                           (1,004,000,000)
  Amortization of debt discount, net           (216,000,000)
  Interest income                                35,000,000
  Loss on extinguishment of debt               (391,000,000)
  Miscellaneous, net                            (33,000,000)
                                            ---------------
  Total other expense, net                   (1,609,000,000)
                                            ---------------
Income (Loss) Before Income Taxes               608,000,000

Income Tax (Provision) Benefit                  (15,000,000)
                                            ---------------
Net Income (Loss)                              $593,000,000
                                            ===============

                     DELTA AIR LINES, INC.
            Unaudited Selected Balance Sheet Data
                       As of Dec. 31, 2010

Cash and cash equivalents                    $2,892,000,000

Short-term investments                          718,000,000
Restricted cash, cash equivalents &
short-term investments
(short-term and long-term)                      447,000,000

Total assets                                 43,184,000,000

Total debt and capital leases,
including current maturities                15,252,000,000

Total stockholders' equity                      611,000,000

A replay of Delta's conference call and webcast discussing its
Fourth Quarter 2010 financial results may be accessed for free
at http://researcharchives.com/t/s?3a2c  The replay of the
webcast is available until Feb. 18, 2011.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Court Enters Final Decree Closing Chapter 11 Case
------------------------------------------------------------
At the behest of Delta Air Lines and its units, Judge Cecelia G.
Morris of the U.S. Bankruptcy Court for the Southern District of
New York issued:

  (i) a final decree, pursuant to Section 350(a) of the
      Bankruptcy Code and Rule 3022 of the Local Bankruptcy
      Rules for the Southern District of New York, closing the
      remaining:

      -- Chapter 11 case of Delta, Case No. 05-17923 (CGM), and
      -- Chapter 11 case of Comair, Case No. 05-17924 (CGM);

(ii) an order (a) deeming any distributions allocable to any
      Holders of Allowed Claims that remain unclaimed as of
      March 31, 2011, as "undeliverable distributions" and void
      ab initio, and (b) authorizing and directing that all
      Undeliverable Distributions and any residual shares of
      Delta stock remaining in the Final Reserve after
      resolution of all disputed claims will revert to
      Reorganized Delta to be transferred to the Delta Employee
      and Retiree Care Fund -- a non-profit 501(c)(3)
      charitable organization -- with each corresponding
      Allowed Claim being automatically discharged and forever
      barred.

The Remaining Chapter 11 Cases are closed for all purposes --
including for purposes of calculating U.S. Trustee fees --
pursuant to Section 350(a) of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, ruled Judge Morris.

The Court held that, as of March 31, 2011, all Claims relating to
Undeliverable Distributions be automatically discharged and
forever barred against the "Releasees" under the Reorganized
Debtors' confirmed Joint Plan of Reorganization; all persons or
entities who have held, hold or may hold a Claim relating to
Undeliverable Distributions are permanently enjoined from (a)
commencing or continuing in any manner any action or other
proceeding of any kind with respect to any such Claim against the
Releasees or property of any Releasees, (b) the enforcement,
attachment, collection or recovery by any manner or means of any
judgment, award, decree or order against the Releasees or property
of any Releasees, (c) creating, perfecting or enforcing any Lien
or encumbrance of any kind against the Releasees or
against the property or interests in property of the Releasees or
(d) asserting any right of set-off, subrogation or recoupment of
any kind against any obligation due from the Releasees or against
the property or interests in property of the Releasees, with
respect to any such Claim.

The Reorganized Debtors are not required to file with the
Court or serve on the U.S. Trustee a Final Report, Judge Morris
said.

Prior to the court's entry of the Final Decree, Timothy E.
Graulich, Esq., at Davis Polk & Wardwell LLP, in New York,
informed the Court that no objections were filed to the Debtors'
request, save for a response for reservation of rights filed by
BlueMountain Capital Management LLC.

BlueMountain stated that it does not oppose the relief sought by
the Debtors in their motion to close, but that it wanted to
preserve its right to object in the event a motion filed by the
Reorganized Debtors to estimate claims for reserve and
distribution purposes is denied or modified in a manner that is
not acceptable to BlueMountain.

    Delta: May Estimate Claims For Reserve/Distribution

The Reorganized Debtors' Claims Reserve Motion sought the creation
of (i) a reserve of Delta Shares equal to $1,148,575 for ratable
payment of 17 outstanding claims against Reorganized Debtor Delta
and (ii) a reserve of Comair Shares equal to $1,325,593 for
payment of one outstanding claim against Reorganized Comair:

I. Comair Final Reserve

                                               Estimated Amount
                                      Filed       of Allowed
Claimant           Claim No.         Amount     Unsecured Claim
--------           ---------         ------     ---------------
Linda Landers         8369       $1,325,593          $1,325,593
                                                 ---------------
                                Comair Final Reserve: $1,325,593

II. Delta Final Reserve

                                               Estimated Amount
                                      Filed       of Allowed
Claimant           Claim No.         Amount     Unsecured Claim
--------           ---------         ------     ---------------
Diamond Lease         3982          $74,287             $74,287
(U.S.A.), Inc.        3983           74,287              74,287

John C. Marshall      4864      Unspecified                  --

Class proof of        6815      100,000,000                  --
claim of Dennis
Smith, et al.

United Airlines Inc.  7292        2,974,200             800,000

Banc One Equipment    8268      Unspecified             200,000
Finance, Inc.

First Chicago         5174      Unspecified             200,000
Leasing               5175      Unspecified             200,000
Corporation           8267      Unspecified             200,000
                      8482          120,000              200,000
                      8490          120,000              200,000

Wilmington Trust      5478      Unspecified             200,000
Company               5479      Unspecified             200,000

Wilmington Trust      6224      Unspecified                  --
Company               7094      Unspecified                  --
                      7220      Unspecified                   --

Various Aircraft      5335      Unspecified                  --
Finance Parties                                 ---------------
                                 Delta Final Reserve: $1,148,575

Counsel for the Reorganized Debtors, Timothy E. Graulich, Esq., at
Davis Polk & Wardwell LLP, in New York, explained to the Court
that the Remaining Claims represent less than 0.02% of the total
dollar amount of filed claims and unmatched schedules, and that
virtually all of the Remaining Claims are in the process of being
consensually resolved.

BlueMountain agreed with the Reorganized Debtors that the amounts
are de minimis in the context of the Chapter 11 Cases.

Accordingly, Judge Morris approved the Claims Reserve Motion in
its entirety.

Two sets of parties: First Chicago Leasing Corporation and Banc
One Equipment Finance, Inc.; and Dennis Smith, the proposed class
representative and a participant in the Delta Family-Care Savings
Plan, on behalf of himself, the Savings Plan, and a class of all
others similarly situated, tried to block approval of the Debtors'
request to estimate.

Chicago and Banc One filed an objection purely for protective
purposes, in the unlikely event that pending settlement
discussions fail to achieve a final settlement of the Claims.  Mr.
Smith, on the other hand, asked that certain language be included
in any order entered by the Court to reflect that the relief
granted for an order modifying the plan injunction with respect to
a pending action in a non-bankruptcy forum related to Claim No.
6815 is not compromised.

Mr. Smith previously filed an appeal of the Bankruptcy Court's
order subordinating Claim No. 6815.  He and the Reorganized
Debtors, thereafter, negotiated a consensual resolution of the
Appeal, which included the withdrawal of the Appeal with prejudice
and the filing of the Consent Motion leading to the entry of an
Order Modifying the Plan Injunction.

In her 5-page ruling, Judge Morris ruled that the relief granted
by the Estimation Order will be construed with the order modifying
the Plan injunction with respect to the pending action in non-
bankruptcy forum related to Claim No. 6815 entered in connection
with the Consent Motion filed on October 30, 2010, which Order
Modifying Plan Injunction and the rights afforded thereby are not
changed, amended, impacted or modified.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Wins Modification of Plan Injunction as to Ga. Case
--------------------------------------------------------------
Reorganized Delta Air Lines and its units sought and obtained an
order from Judge Cecelia Morris of the United States Bankruptcy
Court for the Southern District of New York modifying the
injunction under their Confirmed Plan of Reorganization to permit
a claimant to prosecute an action in Georgia.

On August 17, 2009, the Reorganized Debtors filed a motion to
subordinate a class proof of claim, Claim No. 6815, filed by
Dennis Smith, on behalf of himself, the Delta Family-Care Savings
Plan and a putative Class of All Others Similarly Situated.  The
Bankruptcy Court subsequently entered an order subordinating the
Smith Claim, without consideration of the underlying merits of the
Smith Claim.  No determination has been made with respect to the
merits of the Smith Claim.

Mr. Smith filed a Notice of Appeal of the Subordination Order.
The Appeal was assigned to the Honorable Robert W. Sweet,
U.S.D.J., of the United States District Court for the Southern
District of New York.

The Claimant and the Reorganized Debtors have now determined to
settle the issues raised in the Appeal by agreeing that:

  (1) upon entry of the Reorganized Debtors' Proposed Order as a
      final order, the Appeal will be dismissed with prejudice;

  (2) Claimant may prosecute Smith v. Delta Air Lines, Inc., et
      al., Case No. 04-cv-2592, pending in the United States
      District Court for the Northern District of Georgia
      against the Reorganized Debtor party to that case; and

  (3) any final judgment in the Georgia District Court Action
      against the Reorganized Debtor or the payment of the
      portion of any settlement therein allocable to the
      Reorganized Debtor will be limited to collection from the
      proceeds of the liability insurance coverage maintained by
      certain Reorganized Debtors under Executive Protection
      Portfolio Policy No. 8107-9526 and other excess policies
      to the extent that coverage exists under the Insurance
      Policies and to the extent of the available limits of
      liability.

Judge Morris held that the modification of the Injunction will not
be deemed an agreement by the Reorganized Debtors to provide
assistance to or to cooperate in any way in the efforts of Mr.
Smith to prosecute the Georgia District Court Action.

The Reorganized Debtors will not knowingly take any action with
intent to impair or otherwise negatively affect whether or not the
Smith Claim is a covered claim under the Insurance Policies.

Prior to Judge Morris' signing of the Order, Timothy E. Graulich,
Esq,. at Davis Polk & Wardwell LLP, in New York, declared that
there were no responses or objections to the Debtors' request to
modify the Plan injunction with respect to Claim No. 6815.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Parties Stipulate on D. Smith Appeal Dismissal
---------------------------------------------------------
Dennis Smith, on behalf of himself, the Delta Family-Care Savings
Plan and a putative class of all others similarly situated, and
Delta Air Lines, entered into a stipulation approved by Judge
Robert W. Smith of the United States District Court for the
Southern District of New York, dismissing Mr. Smith's appeal
related to the subordination of Claim No. 6815.

The Parties determined to settle the issues raised in the Appeal
by agreeing that:

  (1) the Appeal will be dismissed with prejudice upon entry by
      the Bankruptcy Court of a non-appealable order modifying
      plan injunction with respect to pending action in non-
      bankruptcy forum related to Claim No. 6815;

  (2) Mr. Smith may prosecute "Smith v, Delta Air Lines, Inc.,
      et al., Case No. 04-cv-2592," pending in the United States
      District Court for the Northern District of Georgia
      against the Reorganized Debtor party thereto; and

  (3) collection or enforcement with respect to any final
      judgment in the Georgia District Court Action against the
      Reorganized Debtor party thereto or the portion of any
      settlement allocable to the Reorganized Debtor will be
      limited to the proceeds of Insurance Policies3 to the
      extent that coverage exists under the Insurance Policies
      and to the extent of the available limits of liability.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DELTA AIR: Files Objections to 19 Claims
----------------------------------------
Reorganized Delta Air Lines and its units ask the Bankruptcy Court
to disallow, expunge or liquidate 19 claims in their entirety:

  Claim No.     Claimant                           Claim Amount
  ---------     --------                           ------------
    4822        Linda Landers                        $1,325,593
    8352        Linda Landers                         1,325,593
     404        Arkansas Dept. of Finance & Admin.      154,446
    3939        New York City Dept. of Finance          121,985
     804        New York City Dept. of Finance           79,188
     438        Ohio Department of Taxation              30,900
      33        NYS Department of Labor             Unspecified
     185        Ohio Department of Taxation         Unspecified
     429        State of New Jersey                 Unspecified
     763        SBC Global                          Unspecified
    1363        Vermont Department of Taxes         Unspecified
    1771        Canon Financial Services, Inc.      Unspecified
    2223        Schindler Elevator Corp.            Unspecified
    2468        Aquent, LLC                         Unspecified
    2544        Yellow Airport Limousine Services   Unspecified
    4104        R&B Realty Group                    Unspecified
    4352        Missouri Department of Revenue      Unspecified
    7375        Illinois Department of Revenue      Unspecified
    6564        Missouri Department of Labor &
                Industrial Relations                Unspecified

Timothy E. Graulich, Esq., at Davis Polk & Wardwell LLP, in New
York, tells the Court that none of the claims with unspecified
amounts is reflected in the books and records of the Debtor
against which the Claims were filed.  He asserts that after a
review of the Unspecified Claims and the supporting documentation
accompanying those Claims, the Reorganized Debtors have determined
that they have not engaged in any transactions with the claimants
and have no liability for the Unspecified Claims.

Mr. Graulich further contends that none of the holders of the
Unspecified Claims have contacted the Reorganized Debtors in
respect of the Unspecified Claims in the approximate three and a
half years that have elapsed since the entry of the orders
granting the Reorganized Debtors' omnibus objections to the
allowance of claims.

The Reorganized Debtors ask the Court to:

  -- disallow Linda Landers' two claims because Claim No. 8352
     duplicates another claim, and Claim No. 4822 has been
     amended and superseded by her later-filed claims;

  -- disallow New York City Department of Finance's Claim Nos.
     804 and 3939 because Claims were asserted in amounts in
     excess of the amounts reflected in the Reorganized Debtors'
     books and records;

  -- reduce Arkansas Department of Finance and Administration's
     Claim No. 404 to $60,000 because the claim was asserted in
     an amount in excess of the amount reflected in the
     Reorganized Debtors' books and records; and

  -- reduce Ohio Department of Taxation's Claim No. 438 to zero
     and expunge it in its entirety because it was asserted in
     excess of the amount reflected in the Reorganized Debtors'
     books and records.

Timothy E. Graulich, Esq,. at Davis Polk & Wardwell LLP, in New
York, declared that as of November 15, 2010, there were no
responses or objections to the Debtors' objections to:

  -- Claim Nos. 33, 185, 429, 763, 1363, 1771, 2223, 2468, 2544,
     4104, 4352, 6564 and 7375;

  -- Claim Nos. 4822 and 8352; and

  -- Claim Nos. 404 and 438

                         *     *     *

In separate orders, the Court:

  -- reduced Claim No. 404 to a priority claim amounting $60,000
     and disallowed Claim No. 438 with prejudice;

  -- disallowed and expunged Claim Nos. 33, 185, 429, 763, 1363,
     1771, 2223, 2468, 2544, 4104, 4352, 6564 and 7375;

  -- disallowed and expunged Claim Nos. 4822 and 8352.

The Reorganized withdrew their objections as to Claim Nos. 804 and
3939.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


ECOSPHERE TECHNOLOGIES: Files Services Agreements
-------------------------------------------------
On January 20, 2011, Ecosphere Technologies, Inc., filed an
amended Form 10-Q for the quarterly period ended June 30, 2010, to
include exhibits that were amended and includes the certifications
previously filed and furnished.

Full-text copies of the Southwestern Energy Services Agreement and
Newfield Exploration Services Agreement are available for free at:

               http://ResearchArchives.com/t/s?7268
               http://ResearchArchives.com/t/s?7269

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering and environmental services company.  Ecosphere
Technologies provides environmental services and technologies for
use in large-scale and sustainable applications across industries,
nations and ecosystems.

The Company's balance sheet at September 30, 2010, showed
$9.7 million in total assets, $7.1 million in total liabilities,
$1.1 million in redeemable convertible cumulative preferred stock
series A, $2.7 million in redeemable convertible cumulative
preferred stock series B, and a stockholders' deficit of
$1.18 million.

During the nine months ended September 30, 2010, the Company
incurred a loss from operations of approximately $18.9 million,
and used cash in operations of approximately $1.1 million.  At
September 30, 2010, the Company had a working capital deficiency
of approximately $3.9 million, a stockholders' deficit of
approximately $1.2 million and had outstanding convertible
preferred stock that is redeemable under limited circumstances for
approximately $3.9 million (including accrued dividends).

As reported in the Troubled Company Reporter on April 6, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted of the Company's net loss for 2009, and working
capital, stockholders' and accumulated deficits at December 31,
2009.


ENCORE MARKETING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Encore Marketing Group, Inc.
        260 South Churton Street, Suite 204
        Hillsborough, NC 27278

Bankruptcy Case No.: 11-80116

Chapter 11 Petition Date: January 22, 2011

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Durham)

Debtor's Counsel: Jason L. Hendren, Esq.
                  BRADY, NORDGREN,MORTON, & MALONE, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 573-1430
                  E-mail: jhendren@hendrenmalone.com

Scheduled Assets: $87,917

Scheduled Debts: $3,150,126

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncmb11-80116.pdf

The petition was signed by Craig J. Stapel, president and chief
executive officer.


EXTENDED STAY: Files 2nd Post-Confirmation Status Report
--------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York on January 13, 2011, a second post-
confirmation report on the status of its debtor affiliates.

ESI's debtor affiliates emerged from bankruptcy on October 8,
2010, having restructured approximately $7.4 billion in debt.
The Debtor Affiliates obtained confirmation of their Fifth
Amended Plan of Reorganization on July 20, 2010.

Under the Report, ESI disclosed that since November 1, 2010, the
Plan Debtors have continued to coordinate with the plan
administrator and the litigation trustee regarding the analysis
and reconciliation of outstanding claims filed against them.

Following talks with the plan administrator and the litigation
trustee, the Plan Debtors sought and obtained a Court order
extending the deadlines for filing objections to the allowance of
claims, the Report revealed.

The Report also disclosed that the professionals retained by the
Plan Debtors, the Official Committee of Unsecured Creditors and
the examiner filed their final fee applications and obtained
Court approval of those applications.  As of January 13, 2011,
the plan administrator has disbursed $21,141,095 in accordance
with the order granting the final fee applications.

Moreover, the Plan Debtors continue to perform certain
administrative tasks associated with the wind down of their
Chapter 11 cases, the Report stated.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Examiner Discharged From Duties
----------------------------------------------
Bankruptcy Judge James Peck issued an order discharging the court-
appointed bankruptcy examiner and his team of professionals from
further duties in the bankruptcy cases of Extended Stay Inc and
its debtor affiliates.

In a five-page order, Judge Peck discharged Ralph Mabey and the
professionals Mr. Mabey retained from further duties related to
the investigation of the Debtors' bankruptcy cases other than
those enumerated in the August 31, 2010 Court order.

The August 31 Order was issued by Judge Peck to authorize the
implementation of a process in connection with the conclusion of
Mr. Mabey's investigation.  It provides a means for the orderly
transition of the documents collected by the examiner during the
investigation to a "neutral third-party vendor" and a procedure
governing any requests for future discovery.

Mr. Mabey and his professionals may participate in future
meetings and provide additional services at the request of the
litigation trustee.  They will be paid for their fees and
reimbursed for their expenses from the litigation trust, the
Court clarified.

The Examiner Discharge Order also approved a process governing
the payment of fees and expenses from the litigation.  Under the
process, the examiner and each of the professionals are required
to serve a statement requesting payment on or before the 25th day
of each month following the month for which compensation is
sought.

The statement must be detailed, must indicate the nature of the
services rendered, and must be calculated in accordance with the
billing rates employed by the examiner and his professionals
during the Debtors' Chapter 11 cases.  The statement should also
reflect the hourly rates of the examiner and his professionals
then in effect at the time that the statement is rendered.

Each party that receives a statement has 15 days to review the
document.  If a particular party does not serve and file an
objection to the fees and expenses requested in the statement
within the deadline, those fees and expenses will be paid by the
litigation trust not later than 30 days after receipt of the
statement by both the litigation trustee and its counsel.

If there is an objection, a written notice must be served and
filed with the Court by the objecting party within 15 days after
receiving the statement.  Any potential objection to a statement
will be forever waived and barred unless it is served and filed
in accordance with the Court-approved process and within the
deadline.

If an objection is served and filed, the litigation trustee will
withhold the payment of that portion of the statement to which
the objection is directed.

The objecting party and the examiner or his professionals may
resolve the objection by mutual agreement.  If the objection is
resolved by mutual agreement, the litigation trustee will pay
that portion of the statement that is no longer subject to an
objection.

All objections that are not otherwise resolved by mutual
agreement of the parties will be preserved and presented to the
Court at the next scheduled omnibus hearing.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Court Issues Ruling on Final Fee Applications
------------------------------------------------------------
Judge James Peck issued an order approving the applications of
nine bankruptcy professionals for final allowance of fees and
reimbursement of expenses they incurred for the period June 15,
2009 to October 8, 2010.

Professional                      Fees         Expenses
------------                   ----------      --------
Weil, Gotshal & Manges LLP     $8,966,432      $305,769

Lazard Freres & Co. L.L.C.    $15,610,729      $129,161

Covington & Burling LLP        $2,417,094       $95,063

PKF Consulting                   $104,747       $11,092

Ernst & Young LLP                $640,249        $2,878

Hahn & Hessen LLP              $4,330,399      $113,698

Jefferies & Company, Inc.      $4,712,580       $77,131

Jones Lang LaSalle Hotels        $335,050       $16,901

Ralph R. Mabey                   $219,625       $15,134

In the same order, Judge Peck also approved the interim fee
applications of these bankruptcy professionals for the period
from July 1 to October 8, 2010:

Professional                      Fees         Expenses
------------                   ----------      --------
Weil, Gotshal & Manges LLP     $1,014,262       $37,509

Lazard Freres & Co. L.L.C.    $13,304,063       $28,676

Covington & Burling LLP        $1,099,418       $50,229

Hahn & Hessen LLP              $2,031,666       $56,663

Jefferies & Company, Inc.      $2,382,580        $7,576

Ralph R. Mabey                     $6,825          $914

Stutman, Treister & Glatt         $68,171        $2,265
Professional Corporation

Alvarez & Marsal Dispute          $40,421       $10,318
Analysis Forensic Services

Judge Peck ordered Capstone Advisory Group LLC, the administrator
under the Fifth Amended Joint Chapter 11 Plan of Reorganization,
to pay the professionals their fees and expenses.

Copies of tables detailing the Approved Fees and Expenses is
available for free at:

   http://bankrupt.com/misc/ESI_ORDFinalFees_JuntoOct2010.pdf

Earlier, Tracy Hope Davis, the U.S. Trustee for Region 2, filed a
statement with the Court, saying that she has no objections to
the final allowance of fees and expenses of Weil Gotshal and Hahn
& Hessen after both firms agreed to reduce their requested fees.

Weil Gotshal agreed to reduce its fees by $26,000 while Hahn &
Hessen agreed to a $7,000 reduction.

The U.S Trustee did not oppose the reimbursement of expenses
sought by the members of the Official Committee of Unsecured
Creditors as well as the allowance of fees and expenses of the
other bankruptcy professionals.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTERRA ENERGY: Dismisses Malone Bailey as Accountant
-----------------------------------------------------
On January 17, 2010, Exterra Energy Inc. dismissed Malone Bailey
LLP as its independent registered public accounting firm.  The
decision was approved by the Audit Committee of the Company's
Board of Directors.

The reports of Malone Bailey on the Company's financial statements
for the fiscal years ended December 31, 2009 and 2008, did not
contain an adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope, or accounting principles,
except the report did contain an explanatory paragraph related to
the Company's ability to continue as a going concern.  During the
Company's fiscal years ended December 31, 2009 and 2008, and the
subsequent period through January 19, 2011, there were (i) no
disagreements with Malone Bailey on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Malone Bailey would have caused Malone
Bailey to make reference to the subject matter of the
disagreements in connection with its report, and (ii) no
"reportable events" as that term is defined in Item 304(a)(1)(v)
of Regulation S-K.

On December 22, 2010, the Company engaged Anton & Chia, LLP, as
its new independent registered public accounting firm.  The
appointment of Anton & Chia, LLP was approved by the Audit
Committee of the Company's Board of Directors.

                        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.

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.


FAIRPOINT COMMUNICATIONS: Emerges from Chapter 11 With Lower Debt
-----------------------------------------------------------------
FairPoint Communications, Inc. has successfully completed its
balance sheet restructuring and has emerged from Chapter 11 with
significantly lower debt.

As a result of the restructuring, FairPoint has reduced its
outstanding debt by approximately 64%, from approximately $2.8
billion (including interest rate swap liabilities and accrued
interest) to approximately $1.0 billion.  In addition, the Company
has a $75 million revolving credit facility available for working
capital and general corporate purposes.

The company believes it is now well positioned for future growth
in northern New England after having expanded the availability of
high-speed Internet service and making systems and process
improvements.  The company also announced that it has completed
the VantagePoint(SM) core network build in northern New England,
brought broadband to many unserved or underserved communities in
northern New England, and completed the upgrade of the Maine
School and Library Network.

"This is an important day for FairPoint.  We are emerging as a
stronger company, focused on our customers, vendors and
employees," said Paul Sunu, FairPoint's chief executive officer.
"Our mission is to provide reliable communication services with
outstanding customer support across the 18 states we serve," Mr.
Sunu said.  "On behalf of our management team, I would like to
thank our customers and vendors for their patience and our
employees for their dedication during this entire process."

In connection with FairPoint's restructuring, the company
announced a new Board of Directors whose members include Edward D.
Horowitz (chairman), Todd Arden, Dennis J. Austin, Michael J.
Mahoney, Michael K. Robinson, Paul H. Sunu (CEO), David Treadwell
and Wayne Wilson, each of whom shares a depth of experience that
will help take FairPoint to the next level.

The U.S. Bankruptcy Court for the Southern District of New York
confirmed the Company's plan of reorganization on January 13,
2011. The plan became effective and was substantially consummated
on January 24, 2011.  The Federal Communications Commission and
the Public Utilities Commissions in all required states in which
the Company provides voice, Internet and data services have each
provided their requisite approvals.

As previously disclosed, holders of shares of FairPoint's old
common stock will not receive or retain any distribution under the
plan.  Old common stock, which until recently traded over-the-
counter under the ticker FRCMQ, was cancelled and does not convert
into new common stock.

FairPoint has received approval to list its common stock with the
Nasdaq Stock Market and has reserved the ticker symbol FRP.
Trading is expected to commence shortly.

                   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.


FGIC CORP: U.S. Trustee Questions Kirkland's & Curtis' Fees
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee filed objections to Kirkland & Ellis
LLP's request for payment of $550,000 in fees and expenses for
representing FGIC Corp. over the four months ended Nov. 30.  The
U.S. Trustee found that $150,000 in time records were too vague.
On another $65,000 in time records, the U.S. Trustee found
evidence of so-called lumping, where a lawyer puts several chores
together in one entry.

According to the report, the U.S. Trustee also raised objections
to the fee request by Curtis, Mallet-Prevost, Colt & Mosle LLP,
the conflicts counsel for FGIC, which has billed $190,000 for the
same period.  The U.S. Trustee claims that Curtis Mallet violated
the lumping prohibition on $55,000 in time records and wants a 20%
reduction.  The U.S. Trustee also wants a 30% reduction on
$157,000 spent on a preference issue, citing that time spent was
not reasonable in view of the number of lawyers who worked on the
project.

Mr. Rochelle says that the U.S. Trustee went through Kirkland's
fee application with a fine-tooth comb, noting that the bankruptcy
watchdog for the U.S. Justice Department objected to $17.78 for
secretarial overtime and $135 in reimbursement for buying
"binders, tabs, indexes and dividers."

                           About FGIC Corp

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash,
Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the
Debtor.  Garden City Group, Inc., is the Debtor's claims and
notice agent.   The Official Committee of Unsecured Creditors
tapped Morrison & Foerster LLP as its counsel.  The Company
disclosed $11,539,834 in assets and $391,555,568 in liabilities as
of the Petition Date.

In August 2010, FGIC filed a plan of reorganization and disclosure
statement.  The Plan negotiated between FGIC and its key creditors
and shareholders would allow the FGIC to cancel debt obligations
in the aggregate amount of $391.5 million.  Holders of general
unsecured claims against FGIC Corp. -- which include holders of
outstanding debt under FGIC Corp.'s prepetition revolving credit
facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 --
would receive substantially all of its $11.5 million in cash and
the common stock in Reorganized FGIC Corp.  The three largest
common shareholders of FGIC Corp., representing over 90% of its
common stock, have agreed to the cancellation of their equity
interests pursuant to the Plan and waive general unsecured claims
against the estate in the aggregate amount of $7.2 million.  As
agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC
Corp. would be capitalized with no more than $400,000 to fund its
business needs and continue to operate as an insurance holding
company after the Effective Date.


FIBREX INSULATION: Goes Into Receivership, Union to Help Workers
----------------------------------------------------------------
Shawn Jeffords at The Observer, in Sarnia, Ontario, reports that
Fibrex Insulation has been sent to receivership.  The Company's
Scott Road facility was closed and Alvarez and Marsal Canada Inc.
was appointed receiver by the Ontario Superior Court of Justice.

According to the report, the union representing 140 local workers
left jobless when Fibrex Insulation went into receivership said
it's moving to help its members.

Canadian Auto Workers Local 456 Representative Rick Garrant is
hopeful a buyer will look at the facility, according to the
report.


FREDDIE MAC: 2011 Incentive Scorecards Okayed by FHFA
-----------------------------------------------------
On January 18, 2011, the Federal Housing Finance Agency approved
the 2011 Short-Term Incentive Scorecard and 2011 Long-Term
Incentive Scorecard of Freddie Mac.  Under the terms of Freddie
Mac's Executive Management Compensation Program, the Deferred Base
Salary and Target Incentive Opportunity components, respectively,
of compensation for Covered Officers will be based on the
Compensation Committee's determination of the company's level of
achievement against the company's STI scorecard (for Deferred Base
Salary) and LTI scorecards (for Target Incentive Opportunities),
along with other relevant internal and external factors and non-
scorecard developments that affect the company's condition and
mission fulfillment; and achievement of significant
accomplishments beyond the scorecard objectives or adverse
developments.  Covered Officers under the Executive Management
Compensation Program are the chief executive officer, chief
operating officer, chief financial officer, executive vice
presidents and senior vice presidents.

                         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: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Fritz Blau Industries, Inc.
          aka Bridgeport Harley-Davidson
          fka Bridgeport Harley-Davidson, Inc.
        155 Research Drive
        Stratford, CT 06615

Bankruptcy Case No.: 11-50080

Chapter 11 Petition Date: January 20, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Myles H. Alderman, Jr., Esq.
                  Ryan N. English, Esq.
                  ALDERMAN & ALDERMAN
                  20 Church Street
                  Hartford, CT 06103
                  Tel: (860) 249-0090
                  Fax: (888) 802-9992
                  E-mail: myles.alderman@alderman.com
                          ryan.english@alderman.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/ctb11-50080.pdf

The petition was signed by William F. Blau, III, president.


FUGITIVE RECOVERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fugitive Recovery Investigations, Inc.
        Calle 1 SE,
        Esq. Calle 30 SE
        P.O. Box 270089
        San Juan, PR 00927-0089

Bankruptcy Case No.: 11-00336

Chapter 11 Petition Date: January 20, 2011

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

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $4,138,091

Scheduled Debts: $2,903,712

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-00336.pdf

The petition was signed by Girald R. Setien, president.


GAMETECH INT'L: Receives Non-Compliance Notice From Nasdaq
----------------------------------------------------------
On January 14, 2011, GameTech International, Inc. received a
written notice from the Nasdaq Stock Market indicating that the
Company is not in compliance with the minimum stockholders' equity
requirement for continued listing on the Nasdaq Global Market.
Under Listing Rule 5450(b)(1)(A), companies listed on the Nasdaq
Global Market are required to maintain a minimum of $10,000,000 in
stockholders' equity for continued listing.  The Company reported
stockholders' equity of $9,805,000 as of August 1, 2010 in its
Form 10-Q for its third fiscal quarter of 2010.

The Company has until February 28, 2011 to either (i) provide
Nasdaq with a specific plan to regain compliance or (ii) apply to
transfer the Company's securities to the Nasdaq Capital Market.
The Company intends to apply to transfer its securities to the
Nasdaq Capital Market and is in the process of completing this
application.

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company's balance sheet at August 1, 2010, showed
$47.5 million in total assets, $37.7 million in total liabilities,
and $9.8 million in stockholders' equity.

GameTech has a forbearance agreement from lenders that expires
January 31, 2011.  Under the agreement, lenders agreed to forbear
from exercising certain rights and remedies under the Company's
senior secured credit facility as a result of certain defaults
existing as of June 21, 2010.   The Company said that while it
does not expect to have adequate cash to make the requisite
payments on January 31, the Company is involved in ongoing
negotiations with its Lenders to further extend the forbearance
period, obtain waivers, or otherwise reach a satisfactory
agreement.  Absent an extension, all amounts outstanding under the
current credit facility becoming immediately due and payable,
which could lead to the financial and operational failure of the
Company, according to a regulatory filing.


GLOBAL AIRCRAFT: N.D. Ill. Bankr. Ct. Dismisses Forreston Suit
--------------------------------------------------------------
Forreston State Bank, v. Hamilton Aerospace Technologies, Inc.,
Adv. Pro. No. 10-cv-07817 (N.D. Ill.), alleges Forreston had a
valid, perfected security interest in an airplane owned by the
Leading Edge Group, LLC, and that its interest was damaged by HAT
when HAT, who had stored the airplane for LEG between 2006 and
2009, sold the airplane at a foreclosure sale on August 6, 2009,
for back rent without notice to the Plaintiff and without paying
any of the sale proceeds to the Plaintiff.

The complaint was originally filed in the Eastern Division of the
Northern District, but was transferred intradistrict to the
Western Division on December 14, 2010, where the case was
reassigned to Judge Reinhard and referred to Magistrate Judge
Mahoney.

The Plaintiff concedes HAT was a debtor in a Chapter 11 bankruptcy
pending in the District of Arizona at the time of the sale and
that the sale was conducted by the Chapter 11 Trustee appointed to
administer the case.  HAT filed its bankruptcy petition on January
30, 2009, but the Plaintiff contends that, since the Defendant's
Chapter 11 bankruptcy plan was confirmed on February 2, 2010, the
Defendant is no longer a debtor-in-possession and the Arizona
bankruptcy court no longer has continuing jurisdiction over the
matter.

On January 12, 2010, the Defendant filed a Notice of Removal in
the District Court and in Northern District of Illinois Bankruptcy
Court, purportedly pursuant to 28 U.S.C. Sec. 1452(a) and Rule
9027 of the Federal Rules of Bankruptcy Procedure.  The Defendant
also filed a Motion to Transfer Venue with the Illinios Bankruptcy
Court, pursuant to 28 U.S.C. Secs. 1404 and 1412 and Federal Rules
of Bankruptcy Procedure 7087, asking that the Court transfer venue
to the Bankruptcy Court for the District of Arizona, where the
Defendant's bankruptcy case was filed and where the airplane had
been stored and sold.  However, because the Court finds that 28
U.S.C. Sec. 1452(a) provides no authority to remove a case from a
Federal District Court to a Federal Bankruptcy Court within that
district, the Court finds that the Defendant's Notice of Removal
was void and of no effect, and the Motion to Transfer Venue will
be denied for lack of jurisdiction by the Bankruptcy Court.

Accordingly, the Court entered an order dismissing the proceeding
for lack of jurisdiction, dismissing pending motions as moot, and
directing the parties to proceed further before the District
Court.

A copy of Judge Barbosa's January 19, 2011 Memorandum Opinion is
available at http://is.gd/iAbuRyfrom Leagle.com.

                 About Global Aircraft Solutions

Headquartered in Tucson, Arizona, Global Aircraft Solutions --
http://www.globalaircraftsolutions.com/-- was the holding company
for Hamilton Aerospace Technologies Inc., World Jet Corp. and
Hamilton Aerospace Mexico.  Global provided parts support and
maintenance, repair and overhaul services for large passenger jet
aircraft to scheduled and charter airlines and aviation leasing
companies.  HAT and World Jet operated from adjacent facilities
comprising about 25 acres located at Tucson International Airport.

Global Aircraft filed for Chapter 11 bankruptcy protection on
January 30, 2009 (Bankr. D. Ariz. Case No. 09-01655).  Mary B.
Martin, Esq., at Lane & Nach, P.C., assisted the company in its
restructuring effort.  The Company listed $12 million in debts and
$4.6 million in assets.

Inside Tucson Business Newspaper reported that Judge James M.
Marlar on November 5, 2009, approved Global's reorganization plan,
pursuant to which Victory Park Capital would acquire Global's
major assets; $4.25 million for HAT and $1 million for the part
subsidiary World Jet.  The acquired business was renamed Ascent
Aviation Services Corp.  Victory Park was Global's major creditor,
claiming more than $7 million in the bankruptcy.


GRAND BEAR: Files for Chapter 11 in Chicago
-------------------------------------------
Lockport, Illinois-based Grand Bear Lodge, LLC, filed for Chapter
11 protection in Chicago on Jan. 21, 2011 (Bankr. N.D. Ill. Case
No. 11-02321), estimating assets of up to $50,000 and debts of
$10 million to $50 million.  The decision to file was due to the
Company's inability to get a loan extension from its primary
lender, according to the LaSalle News Tribune.


GRAND BEAR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grand Bear Lodge, LLC
          dba Grizzly Jack's Grand Bear Resort
        15811 Annico Drive, Suite 4
        Lockport, IL 60491

Bankruptcy Case No.: 11-02321

Chapter 11 Petition Date: January 21, 2011

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

Judge: Carol A. Doyle

Debtor's Counsel: William J. Factor, Esq.
                  Sara E. Lorber, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com
                          slorber@wfactorlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-02321.pdf

The petition was signed by Joseph Hook, manager.


GRAY TELEVISION: Litespeed Management Holds 5.33% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 21, 2011, each of Litespeed Management, LLC,
Litespeed Master Fund, Ltd. and Jamie Zimmerman disclosed
beneficial ownership of 2,740,944 shares of common stock of Gray
Television, Inc., representing 5.33% of the shares outstanding.
As of October 31, 2010, there were 51,386,313 shares of the
Company's common stock outstanding.

                       About Gray Television

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

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

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


GULF FLEET: Can't Claim State Law Privilege Against M/V Gulf Tiger
------------------------------------------------------------------
Gulf Fleet Holdings, Inc., v. M/V Gulf Tiger, In Rem, and Thoma-
Sea Boat Builders, L.L.C., as Purported Owner, Adv. Pro. No.
10-05044, (Bankr. W.D. La.), seeks a determination by the court
that it has an enforceable state law privilege against the M/V
Gulf Tiger under Louisiana Civil Code article 3237(8).  Thoma-Sea
seeks dismissal of the complaint on the grounds that Gulf Fleet
has failed to state a claim for which relief may be granted.

The complaint alleges that Gulf Fleet entered into a contract with
Thoma-Sea in 2007 for the construction of the M/V Gulf Tiger, an
offshore supply vessel.  Gulf Fleet subsequently transferred its
rights and obligations under the construction contract to one of
its affiliates, Gulf Fleet Tiger Acquisitions, LLC.  Gulf Fleet
contends that it "provided materials, workmen and other services
in connection with the construction of the M/V Gulf Tiger  in the
total amount of $1,047,138.83 for equipment, materials, workmen,
and other services" following the assignment of the construction
contract to Gulf Fleet Tiger.  Gulf Fleet alleges that Thoma-Sea
has since held itself out as the owner of the M/V Gulf Tiger.

Bankruptcy Judge Robert Summerhays ruled that, based on the
allegations currently in the complaint, Gulf Fleet cannot, as a
matter of law, claim the state law privilege set forth in article
3237(8).  Judge Summerhays granted Thoma-Sea's motion to dismiss
pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure,
and gave Gulf Fleet an opportunity to amend the complaint within
30 days.  In all other respects, Thoma-Sea's motion to dismiss is
denied.

A copy of Judge Summerhays' January 19, 2011 Memorandum Ruling is
available at http://is.gd/lvvC6efrom Leagle.com.

                         About Gulf Fleet

Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought
Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on
May 14, 2010.  Gulf Fleet estimated $100 million to $500 million
in assets and $50 million to $100 million in debts in its
Chapter 11 petition.  Benjamin W. Kadden, Esq., Christopher T.
Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton,
Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors.
A creditors' committee has been appointed, and the Debtor is
operating under the terms of cash collateral agreements with
lenders led by Comerica Bank and Brightpoint Capital Partners
Master Fund, L.P.


GULFSTREAM INT'L: Wins Approval to Sell Business to Victory Park
----------------------------------------------------------------
Bankruptcy Judge John K. Olson on Jan. 20 entered an order
authorizing Gulfstream International Group Inc. to sell its
business to an affiliate of Chicago-based Victory Park Capital
Advisors LLC.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to keep the airline flying, the judge is allowing the
sale to be completed without awaiting the usual 10 days for
appeal.

Mr. Rochelle relates that Victory Park is buying Gulfstream in
return for financing it provided the Chapter 11 case.  In
addition, Victory Park is paying Raytheon Aircraft Credit Co.
$18.7 million to buy the 21 Beechcraft 1900 D aircraft that
Gulfstream operates.  Raytheon also will be paid arrears on the
aircraft leases.  Victory Park will pick up specified expenses of
the Chapter 11 case while setting aside a $600,000 fund to pay
professional fees.  Victory Park is also allowing the creation of
a $100,000 fund to finance lawsuits.

Mr. Rochelle notes that a prior bankruptcy court order said there
will be a "structured dismissal" of the Chapter 11 case within 30
days of the completion of the sale.

                 About Gulfstream International

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

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in assets
and $25,243,099 in liabilities in its Schedules of Assets and
Liabilities.


HARBOR FREIGHT: S&P Gives 'B+' Rating; Biz Profile "Vulnerable"
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Calabasas, Calif.-based Harbor Freight Tools USA
Inc. (HFT).  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating and '4'
recovery rating to HFT's $675 million senior secured bank
facilities, consisting of a $25 million revolver and a
$650 million term loan.  The Company used the proceeds, along with
available cash, to refinance existing debt and pay about
$235 million dividend to its shareholders.

"The ratings reflect HFT's vulnerable business profile
characterized by its still relatively weak market position in the
intensely competitive and fragmented tools and equipment retailing
industry," said Standard & Poor's credit analyst Mariola Borysiak,
"as well as its vulnerability to commodity prices, and our
expectation that sales growth will decelerate in the near term."

"In our opinion," added Ms. Borysiak, "the proposed debt-financed
$235 million dividend is indicative of a very aggressive financial
policy, which results in increased leverage and weaker cash flow
protection measures."


HARDAGE HOTELS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hardage Hotels VIII, LLC, A Delaware Limited Liability
        Company
        12691 High Bluff Drive, Suite 300
        San Diego, CA 92130

Bankruptcy Case No.: 11-10210

Chapter 11 Petition Date: January 21, 2011

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: Bruce Grohsgal, Esq.
                  PACHULSKI, STANG, ZIEHL YOUNG & JONES
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400
                  E-mail: bgrohsgal@pszyj.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb11-10210.pdf

The petition was signed by Samuel A. Hardage, president.


HERON LAKE: Boulay Heutmaker Raises Going Concern Doubt
-------------------------------------------------------
Heron Lake BioEnergy, LLC, filed on January 21, 2011, its annual
report on Form 10-K for the fiscal year ended October 31, 2010.

At October 31, 2010, the Company was out of compliance with the
minimum fixed charge ratio provisions of the master loan
agreement.  In addition, the Company anticipates that one or more
of the covenants will not be met as of the end of fiscal year 2011
unless amended.

Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn.,
expressed substantial doubt about Heron Lake BioEnergy's ability
to continue as a going concern, following the Company's results
for the fiscal year ended October 31, 2010.  The independent
auditors noted that the Company has incurred negative operating
cash flows of roughly $600,000 for the fiscal year ending October
31, 2010, and was also out of compliance of its master loan
agreement and reclassified the long term debt related to this
agreement to current liabilities.  The independent auditors added
that if the right to accelerate the maturity of the debt
outstanding under the master loan agreement or the line of credit
were to be exercised, the Company will not have adequate available
cash to repay the amounts currently outstanding.

The Company reported net income of $1.7 million on $110.4 million
of revenue for fiscal 2010, compared with a net loss of
$11.3 million on $88.3 million of revenue for fiscal 2009.

For the year ended October 31, 2010, the Company sold roughly
53.4 million gallons of ethanol at an average price of $1.70 per
gallon, compared to sales of roughly 46.4 million gallons of
ethanol at an average price of $1.52 per gallon for the year ended
October 31, 2009.

Income from operations for fiscal year 2010 totaled $5.5 million
compared to a loss from operations for fiscal year 2009 of roughly
$7.1 million.

The Company's balance sheet at October 31, 2010, showed
$109.5 million in total assets, $64.1 million in total
liabilities, and members' equity of $45.4 million.

            Amended Forbearance Agreement with AgStar

On December 30, 2010, the Company entered into an amended
forbearance agreement with AgStar gStar Financial Services, PCA,
relating to its covenant violation at October 31, 2010.  Under
that amended forbearance agreement, AgStar agreed it will not
declare a default under the loan documents or enforce any of the
remedies available to it for the period of December 30, 2010, to
the earlier of an event of default (as defined under the amended
forbearance agreement) or March 1, 2011.  Without an amendment to
the covenants, improved financial performance or the addition of
significant working capital, the Company anticipates that it will
again be in violation of one or more covenants of the master loan
agreement at October 31, 2011.  Further, the amended forbearance
agreement requires the Company to raise at least $4.5 million in
additional equity investments by March 1, 2011, and failure to
comply with this obligation of the amended forbearance agreement
would constitute an event of default.  Also on December 30, 2010,
AgStar agreed to extend the maturity of the Company's line of
credit to March 1, 2011.  As of October 31, 2010, $3.5 million was
outstanding on the line of credit.  The Company intends to seek an
extension of the maturity date of its line of credit beyond
March 1, 2011, but such an extension cannot be assured.

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

               http://researcharchives.com/t/s?726e

Heron Lake, Minn.-based Heron Lake BioEnergy, LLC, was organized
as a Minnesota limited liability company on April 12, 2001, under
the name "Generation II, LLC."   In June 2004, the Company changed
its name to Heron Lake BioEnergy, LLC.  The Company operates a dry
mill, coal fired ethanol plant in Heron Lake, Minnesota.  It's
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process roughly 18.0 million
bushels of corn each year, producing roughly 50 million gallons
per year of fuel-grade ethanol and roughly 160,000 tons of
distillers' grains with soluble ("DGS").


HIGHLAND HOSPITALITY: Nears Deal to Restructure $1.8BB Debt
-----------------------------------------------------------
The Wall Street Journal's Mike Spector and Kris Hudson report that
people familiar with the matter said Highland Hospitality Corp. is
nearing a deal with creditors, including Ashford Hospitality
Trust, Prudential Financial Inc., Barclays PLC and Blackstone
Group LP, to restructure debt outside of bankruptcy court.

According to the Journal, Highland carries about $1.8 billion
in debt divided into several tranches.  Highland defaulted on
$868 million in junior debt in August.

     -- $700 million mortgage note; and

     -- $868 million split into nine groups of so-called mezzanine
        debt (below the mortgage note):

        * Ashford and Prudential hold close to $300 million of
          debt split among three lower mezzanine tranches,
          including some portions bought in July to get better
          positioning to control Highland's restructuring.

        * Blackstone owns about 75% of the three most senior
          classes of mezzanine debt, which carry a cumulative face
          value of $402 million.  Blackstone purchased its portion
          of that senior mezzanine debt at steep discounts from
          Wachovia Corp. in early 2010.  Barclays owns the other
          25% of this debt.

According to the report, people familiar with the situation said
that under the plan being negotiated:

     (a) Ashford and Prudential will convert that debt to nearly
         all the equity in the restructured Highland;

     (b) Ashford and Prudential are expected to add around
         $170 million of new money to pay off a chunk of the
         $700 million mortgage note;

     (c) Blackstone and Barclays would keep that debt, but move
         the maturity by five years at an interest rate of 8%
         or 9%;

     (d) more than $600 million in debt would be eliminated; and

     (e) JER will likely be wiped out in the deal.

The Journal says Blackstone stands to make out well in the deal,
nabbing a higher interest rate on debt it purchased at a discount.

The Journal also relates separate affiliates of Morgan Stanley and
Goldman Sachs Group Inc.,, which each own Highland's most junior
debt in different $86.2 million slugs, are expected to be wiped
out.  Morgan Stanley and Goldman declined to comment.

According to the Journal, the sources cautioned that the talks
remain fluid and a deal isn't expected to be finished before
February at the earliest.  The deal could still fall apart, the
sources said.

The Journal says JER declined to comment.

According to the Journal, Highland is being represented by law
firm Weil, Gotshal & Manges and investment bank Lazard Ltd.

Highland Hospitality Corp. owns 28 upscale hotels.  It is owned by
real-estate mogul Joseph E. Robert Jr.'s investment firm, JER
Partners.


ICOP DIGITAL: Files for Chapter 11 to Sell Assets
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ICOP Digital Inc., the developer of mobile video
systems for law enforcement, filed a Chapter 11 petition to sell
its assets.  The proposed buyer of the business, Safety Vision
LLC, is offering to provide $500,000 in financing for the Chapter
11 effort.

Lenexa, Kansas-based ICOP Digital filed for Chapter 11 protection
in Kansas City (Bankr. D. Kan. Case No. 11-20140) on Jan. 21,
2011.  In its Schedules of Assets and Liabilities, the Debtor
disclosed assets of $1.67 million and debt of $2.74 million.
The balance sheet as of Sept. 30 had assets on the books for
$6.7 million and total liabilities of $4.3 million, according to
Mr. Rochelle.

Joanne B. Stutz, Esq., at Evans & Mullinix PA, in Shawnee, Kansas,
represents the Debtor.

The Kansas City Star reports that Icop Digital laid off its
employees and suspended operations in December after running out
of cash.  The Company listed hundreds of companies and individuals
with claims, including police departments and former employees.

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.


ICOP DIGITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ICOP Digital, Inc.
        16801 West 116th Street
        Lenexa, KS 66219

Bankruptcy Case No.: 11-20140

Chapter 11 Petition Date: January 21, 2011

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

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road Ste 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  E-mail: jbs@evans-mullinix.com

Scheduled Assets: $1,672,036

Scheduled Debts: $2,738,160

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ksb11-20140.pdf

The petition was signed by David C. Owen, chairman/CEO.


IMEDICOR INC: Sold Shares in Exchange for Promissory Note
---------------------------------------------------------
On December 31, 2010, Imedicor, Inc. sold, in a private placement
made in reliance upon the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended, to an
accredited investors 11 shares of Series "B" Preferred Stock of
the Company and 24,918,128 shares of Common Stock of the Company
in exchange for a Unsecured Promissory Note, dated June 30, 2008,
issued by the Company to the investor with an aggregate value of
$2,096,725 which includes the original principal amount of the
Note and accrued Interest from the date of issuance of the Note.
The purchase price was $100,000 for one share of Series "B"
Preferred Stock and $0.04 for one share of common stock.  The
total reduction in debt to the company is $2,096,725.

Each share of Series "B" 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 "B" Preferred
Stock.  Each share of Series "B" Preferred Stock also carries a
quarterly dividend of 4.5% of the original purchase price for the
first two quarters after the issuance of such share and a 2.5%
quarterly dividend thereafter, 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



IMPATH INC: Final Distribution to Holders on February 4
-------------------------------------------------------
The Post-Dissolution Trustee of Impath Inc. has disclosed the
final distribution to holders of Impath Bankruptcy Liquidating
Trust Class A Beneficial Interests will be in the aggregate of
$1,602,489 or equal to $0.096 per Class A unit.

The record date for the distribution will be February 4, 2011 and
the distribution date will be February 10, 2011.  This
distribution represents the final distribution of assets to
Holders by the Trustee who has completed the collection of the
remaining income tax refund receivables.

                      About Impath Inc.

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.

The company and its affiliates filed for chapter 11 protection on
Sept. 28, 2003 (Bankr. S.D.N.Y. Case No. 03-16113).  George A.
Davis, Esq., at Weil, Gotshal & Manges LLP represents the Debtors
in their restructuring efforts.  When the company filed for
protection from its creditors, it listed $192,883,742 in total
assets and $127,335,423 in total debts.  On March 22, 2005, the
Court confirmed the Debtors' Third Amended Joint Plan of
Liquidation.


INDUSTRY CITY: Defaults on Loans Backing Bush Terminal Bldgs.
-------------------------------------------------------------
Marine Cole, writing for Crain's Business, reports that two loans
backing 16 buildings in Bush Terminal near the waterfront in
Sunset Park, Brooklyn, have been transferred to special servicers
following a default by the owners, according to Fitch Ratings.
The total value of the credits is $300 million.

According to Crain's, the master servicers are Wells Fargo and
Midland Loan Services, while LNR Partners is the special servicer.
The loans, one for $250 million and the other for $50 million,
were originated by Goldman Sachs in September 2007 with a maturity
date of September 2017.  The borrowers, 1-10 Industry Associates
and 19-20 Industry City Associates, have been delinquent on the
6.28% interest-only loans for at least 30 days.

Crain's says the two loans were made on buildings built at the
beginning of the last century.  One of them is the 686,000-square-
foot building 148-168 39th St., wherein the New York City
Department of Archives is one of the main tenants.  Another is
across the street, the 664,000-square-foot building at 147-167
41st St., where the NYC Law Department is one of the main tenants.

Crain's says the owner, Industry City Associates, declined to
comment.


INFOLOGIX INC: Merger Completed; Stanley Black Has 100% Ownership
-----------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 20, 2011, Stanley Black & Decker, Inc.
disclosed that it beneficially owns 100 shares of common stock of
InfoLogix, Inc. representing 100% of the shares outstanding.

The merger of Iconic Merger Sub, Inc., a direct wholly owned
subsidiary of Stanley Black & Decker, with and into InfoLogix with
InfoLogix surviving the merger as a wholly owned subsidiary of
Stanley Black & Decker was completed on January 18, 2011.

At the effective time of the Merger:

   (i) each outstanding share of the Common Stock was cancelled
       and converted automatically into the right to receive $4.75
       in cash, without interest, except for shares (A) in respect
       of which appraisal rights were properly exercised under
       Delaware law and (B) owned by InfoLogix or any of its
       wholly owned subsidiaries or by Stanley Black & Decker or
       any of its wholly owned subsidiaries;

  (ii) holders of the Common Stock immediately prior to the
       effective time of the Merger ceased to have any rights as
       stockholders of the Company, other than the right to
       receive the merger consideration;

(iii) each share of common stock, par value $0.00001 per share,
       of Merger Sub issued and outstanding immediately before the
       effective time of the Merger was automatically converted
       into and became one fully paid and non-assessable share of
       common stock, par value $0.00001 per share, of InfoLogix,
       making InfoLogix a wholly owned subsidiary of Stanley Black
       & Decker;

  (iv) the certificate of incorporation of InfoLogix was amended
       and restated in its entirety as set forth in Exhibit 3.1 to
       InfoLogix's Current Report on Form 8-K filed with the SEC
       on January 18, 2011;

   (v) the bylaws of InfoLogix were amended and restated in their
       entirety as set forth in Exhibit 3.2 to the Form 8-K; and

  (vi) each of the directors and officers of Merger Sub
       immediately before the effective time of the Merger became
       the directors and officers, respectively, of InfoLogix.

As a result of the Merger, Stanley Black & Decker is the sole
stockholder of InfoLogix, holding 100 shares of the common stock,
par value $0.00001 per share, of InfoLogix, and has sole voting
and sole dispositive power over such shares.

                          About Infologix

Hatboro, Pa.-based InfoLogix, Inc. (OTC QB: IFLG)
-- http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial markets.

Infologix's balance sheet as of September 30, 2010, showed
$31.7 million in total assets, $34.7 million in total liabilities,
and a stockholders' deficit of $3.0 million.

As reported in the Troubled Company Reporter on April 21, 2010,
McGladrey & Pullen, LLP, in Blue Bell, Pa., 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 suffered recurring losses from
operations, has negative working capital and an accumulated
deficit as of December 31, 2009.


INNKEEPERS USA: Court Sets Timetable for Five Mile-Lehman Plan
--------------------------------------------------------------
U.S. Bankruptcy Judge Shelley C. Chapman has set a timetable in
connection with the March 8 and 9 hearings to approve agreements
outlining a reorganization structure for Innkeepers USA Trust.

At the hearing, Judge Chapman will also consider approval of an
auction process to test whether anyone will top the stalking-horse
bid by Five Mile Capital Partners and Lehman Ali Inc. to bankroll
Innkeepers' exit and turn the Company over to creditors.

Pursuant to the timetable, preliminary, non-binding, objections to
the Five Mile-Lehman proposal are due Jan. 26.  Deposition notices
must be served by Jan. 27.  Documents must be produced by Feb. 8,
with examinations of witnesses under oath from Feb. 9 to 18.
Final objections are due Feb. 25, with replies by March 3.

As reported in the Jan. 19 edition of the Troubled Company
Reporter, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, the Lehman Ali and Five Mile-sponsored Plan will
reduce debt by $400 million.  Mr. Rochelle relates that under the
Plan:

   * Five Mile and Lehman Ali, together will provide
     $174.1 million of equity capital and convert $200.3 million
     of debt into equity.  Five Mile is the provider of
     $53 million in secured financing for the Chapter 11 case, and
     Lehman is the holder of $238 million in floating-rate
     mortgages on 20 of Innkeepers' 72 properties.

   * Midland Loan Services Inc., as servicer for $825 million of
     fixed-rate mortgage debt on 45 properties, will emerge from
     Chapter 11 with mortgages for $622.5 million on revised
     terms.

   * Lehman is to receive 50% of the new equity plus $26.2 million
     cash in exchange for all its debt.  The $70.5 million in
     secured loans for the Chapter 11 case will be paid in full.
     Midland is supplying debt financing for Lehman's commitment.

   * Unsecured creditors are being offered $2.5 million cash if
     the class votes for the plan.  Secured lenders' deficiency
     claims will not participate in the distribution to unsecured
     creditors.  Also, preference suits against unsecured
     creditors will be waived.

   * Holders of the 8% preferred stock are offered $5.9 million
     cash plus the right to be co-investors for 2% of the new
     equity.

   * Holders of mortgages on 69 of 72 properties will be paid in
     full or have the mortgages modified consensually.

Lehman Ali is a subsidiary of Lehman Brothers Holdings Inc. and
holds $238 million in floating-rate mortgages on 20 of
Innkeepers' 72 properties.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

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


INNKEEPERS USA: Five Mile Offer Gives Is Benchmark for Valuation
----------------------------------------------------------------
Innkeepers USA Trust filed a motion on January 14, 2011 seeking
authority from the Court presiding over the Company's pending
chapter 11 cases to enter into a commitment letter for a stalking
horse bid submitted by Five Mile Capital II Pooling REIT LLC /
Lehman ALI Inc.

The Stalking Horse Bid contemplates an enterprise-level
transaction involving the Company's entire portfolio and is valued
at $1.14 billion (including approximately $790.5 million of debt
financing and approximately $348.2 million of equity).

The Court has scheduled a hearing for March 8, 2011, to consider
approval of: (1) the Stalking Horse Bid, (2) bidding procedures
governing an auction at which overbids to the Stalking Horse Bid
will be solicited, and (3) a break-up fee to Five Mile / Lehman if
the Company completes a transaction other than the Stalking Horse
Bid (and certain other conditions are satisfied).  The Stalking
Horse Bid includes $622.5 million of mortgage debt provided by an
existing creditor.  This creditor has agreed to make this debt
available to other bidders at the auction that want to use it and
that meet certain conditions.

"We are pleased with the progress of our restructuring process
thus far.  The bid submitted by Five Mile and Lehman provides both
baseline recoveries for Innkeepers' constituents and a benchmark
for the valuation of our portfolio," said Marc Beilinson, the
Company's Chief Restructuring Officer.

"The Company can and will continue to fully consider all other
value-maximizing restructuring proposals it may receive, whether
for enterprise-based transactions, asset pools or individual
assets," said Mr. Beilinson.  "Our process is ongoing and we are
actively soliciting interest, both in advance of the March hearing
and afterward, in accordance with the bid procedures (if approved
at the hearing).  As such, we encourage interested parties to
submit bids at any time for enterprise-based transactions or for
individual or collections of assets."

Moelis & Company LLC ("Moelis") has been retained by Innkeepers to
represent the Company as its exclusive financial advisor in
connection with a potential transaction.  Interested parties who
have not already done so, are encouraged to reach out to Steve
Moore at Moelis -- steve.moore@moelis.com -- for further
information involving the marketing process and accessing detailed
financial and operational information on the Company and its
assets.

The chapter 11 cases are pending in the United States Bankruptcy
Court for the Southern District of New York.  The description of
the Stalking Horse Bid and the other matters discussed above are
qualified by reference to the motion for approval of the Stalking
Horse Bid, and the exhibits to the motion, filed with the Court on
January 14, 2011.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

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


INNKEEPERS USA: Midland Loan Opposes Kirkland's Fees
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Midland Loan Services Inc. -- as servicer for
$825 million of fixed-rate mortgages on 45 properties -- objected
to a portion of the more than $860,000 in fees and expenses
requested by Kirkland & Ellis LLP for its November work in
Innkeepers USA Trust's case.  According to the report, Midland
said it couldn't understand why Kirkland ran up $37,600 on a
motion for approval of an insurance financing agreement.  Midland
also questioned $41,800 in fees for monitoring a dispute where
Innkeepers wasn't involved.  Midland also thinks $116,000 was too
much to spend in one month on a motion to hire counsel to
represent a special board committee.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

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


JAVO BEVERAGE: Files for Chapter 11 with Pre-Arranged Plan
----------------------------------------------------------
Javo(R) Beverage Company, Inc. (OTC BB: JAVO) filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on Jan. 24 (Bankr. D. Del. Case No. 11-10212).

In conjunction with the filing, the Company entered into a binding
Plan Commitment Letter Agreement with Coffee Holdings, LLC, its
largest investor, to co-sponsor a prearranged plan of
reorganization that the parties intend to file by February 7,
2011.

The restructuring transaction embodied in the Plan will
significantly deleverage the Company's capital structure and
provide the working capital the Company needs to continue to
service its customers and build its business.

Coffee Holdings will provide debtor-in-possession financing of up
to $3.15 million allowing the Company to continue its operations,
and additional exit financing to properly capitalize the Company.

Javo also has filed for the Bankruptcy Court's consideration
several "first day" motions on an expedited basis, concerning its
employees, critical vendors, and customer pricing and other
programs in order to be able to continue to operate in the
ordinary course through the bankruptcy proceeding.

"This is an unfortunate but necessary means of right sizing our
balance sheet and capitalization so that our underlying business
can thrive.  We want to assure all of the customers, suppliers and
business partners who have supported us to this point that we
intend to continue to supply quality products and, in general,
operate the business in a normal fashion during the bankruptcy
proceedings." said Stan Greanias, CEO of Javo Beverage Company.

The Company expects confirmation of the plan of reorganization by
May 1, 2011.

                          Exit Financing

The Letter Agreement with Coffee Holdings provides that upon
emergence from bankruptcy, Holdings will provide (or arrange) an
exit financing facility of up to $2.86 million to provide post-
emergence working capital and sufficient funds to satisfy
administrative and priority expenses of the bankruptcy case and
other obligations due on the effective date of the Plan.

Under the Plan, upon its effectiveness, the reorganized company
will be a "private" company and will not be subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

Coffee Holdings is the beneficial owner of the Company's Senior
Subordinated 12% Notes issued pursuant to that certain Securities
Purchase Agreement, dated November 17, 2009 and Senior
Subordinated 10% Notes issued pursuant to that certain Securities
Purchase Agreement dated April 6, 2009.   The amount outstanding
to Coffee Holdings under the Notes as of January 21, 2011 is
approximately $18 million.   Coffee Holdings is also the
beneficial owner of approximately 23% of the Company's outstanding
common stock.   In addition, Coffee Holdings provided prepetition
secured financing of $500,000 pursuant to a revolving secured
promissory note as described in the Company's Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on
January 13, 2011.  Pursuant to the terms of the Agreement, the
Revolving Note will be rolled up into the DIP Facility.

A copy of the Letter Agreement is available for free
at http://is.gd/WlLieT

                        Road to Chapter 11

Richard Gartrell, chief financial officer of Javo, relates that
since commencing production in late 2003, the Company has
regularly suffered from a lack of sufficient working capital
resources and has conducted capital raises in some form in every
year since 2003 except for 2007.  Despite yearly growth in revenue
and strong gross profit margins, the Company's primary business of
dispensed coffee products is a niche market.  While the Company
has helped develop this market, this process has required
substantial capital investment into liquid dispensers in order to
fuel growth.  To date, the Company has yet to be profitable and
cash inflows from operations have been insufficient to cover the
Company's expenditures and substantial principal and interest
payments.

Beginning in 2010, the Company began to have additional liquidity
constraints.  Having issued and outstanding Common Stock very
close to its total authorized common stock, at its annual meeting
in June 2010, the Company's shareholders approved an increase in
its authorized Common Stock to 400 million shares, which allowed
the Company the necessary stock to use the $3.5 million PIK
commitment from Coffee Holdings and permit it further alternatives
to raise additional capital.

Cost saving measures included, beginning in September 2010,
voluntary 15% to 20% salary cuts for the executives and
reallocation of duties in response to the loss of certain
employees rather than replacement of those employees.

In October 2010, the Company retained Valcor Consulting LLC as its
financial advisor to advise and assist it in analyzing its debt
capacity relative to the Company's enterprise value and in
renegotiating its debt obligations to levels appropriate to its
debt capacity.

The findings of Valcor indicated that the value and debt capacity
of the enterprise was substantially exceeded by its overall debt
obligations and it became evident that a restructuring under the
Bankruptcy Code might be the Company's only practical alternative.

                        About Javo Beverage

Based in Vista, California, Javo (R) Beverage Company (OTC BB:
JAVO) -- http://www.javobeverage.com/-- makes coffee and tea-
based dispensed beverages, drink mixes and flavor systems.  The
Company has successfully commercialized a proprietary brewing
technology that yields fresh brewed coffees and teas that are
flavorful, concentrated and stable, with broad applications in the
foodservice, food manufacturing and beverage industries.

The Company's balance sheet a Sept. 30, 2010, showed
$16.47 million in assets and $26.25 million in liabilities.

Javo reported a net loss of $8.00 million on $19.65 million of
revenue for nine months ended Sept. 30, 2010, compared with a net
loss of $10.41 million on $18.28 million of revenue for the same
period in 2009.


JAVO BEVERAGE: Case Summary & 25 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Javo Beverage Company, Inc.
          aka La Jolla Fresh Squeezed Coffee Co., Inc.
        1311 Specialty Drive
        Vista, CA 92081

Bankruptcy Case No.: 11- 10212

Type of Business: Javo Beverage Company, Inc., manufactures
                  coffee and tea-based dispensed beverages,
                  drink mixes and flavor systems.

Chapter 11 Petition Date: January 24, 2011

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

Bankruptcy Judge: Brendan Linehan Shannon

Debtor's
Counsel:          Debra A. Riley, Esq.
                  ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
                  501 W. Broadway, 15th Fl.
                  San Diego, CA 92101-3541
                  Tel: (619) 233-1155
                  Fax: (619) 233-1158
                  E-mail: driley@allenmatkins.com

Debtor's
Co-Counsel:       Robert J. Dehney, Esq.
                  Matthew B. Harvey, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL LLP
                  1201 N. Market St., 18th Fl.
                  PO Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: rdehney@mnat.com
                          mharvey@mnat.com

Debtor's
Special
Counsel:          GOODWIN PROCTER, LLP

Debtor's
Financial
Advisor:          VALCOR CONSULTING LLC

Debtor's
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC
                  2335 Alaska Ave.
                  El Segundo, CA 90245

Total Assets: $14,659,681

Total Debts: $26,705,755

The petition was signed by Richard A. Gartrell, chief financial
officer.

Debtor's List of 25 Largest Unsecured Creditors:

  Entity/Person                 Nature of Claim     Claim Amount
  -------------                 ---------------     ------------
Janice H. Baker                 Note                 $2,080,000
3 Lochmar Lane
Newport Beach, CA 92660

Marc Javo II LLC                Note                 $1,040,000
55 East Jackson Boulevard
5th Floor
Chicago, IL 60604

Marc Javo III LLC               Note                   $624,000
55 East Jackson Boulevard
5th Floor
Chicago, IL 60604

Jaffy Living Trust Dtd 9-1983   Note                   $520,000
30 Burning Tree Road
Newport Beach, CA 92660

ML Asset Management Inc.        Note                   $520,000
3535 E. Coast Highway #224
Corona Del Mar, CA 92625

Roger L. Levander               Note                   $520,000
1452 Foxtrotter Road
Norco, CA 92860

The Robertson Family Trust      Note                   $416,000
UDT 12/3/71
1221 W. Coast Highway,
Apt. 510
Newport Beach, CA 92663

Curci Investments LLC           Note                   $416,000
717 Lido Park Drive
Newport Beach, CA 92663

Mostero Family Rev Trust        Note                   $312,000
Dtd 12/19/97
505 Chiswick Road
Palos Verdes, CA 90274

Marc Javo LLC                   Note                   $312,000
55 East Jackson Boulevard
5th Floor
Chicago, IL 60604

T & J Rielly Revocable Trust    Note                   $312,000
160 Newport Center Drive
Suite 240
Newport Beach, CA 92660

The Cruse Trust                 Note                   $261,685
Dtd 05/07/99
37 Burning Tree Road
Newport Beach, CA 92660

Serengeti Trading Company       Note                   $251,082
19100 Hamilton Pool Road
Dripping Springs, TX78620

The Peter N. Delanoy and        Note                   $208,000
Maxine Delanoy Living Trust

Richard J. Kofoed               Note                   $208,000

RRA Investment Group LLC        Note                   $208,000

Steven C. & Jennifer I. Walton  Note                   $208,000

Maggard Investments LLC         Note                   $208,000

Foodbuy, LLC                    Note                   $145,179

Mitsui Foods                    Note                   $142,719

711                             Note                   $140,000

Niagara International           Note                   $129,250
Capital Limited

Gregory Sackos                  Note                   $124,850

Speedway Superamerica, LLC      Note                   $123,728

Robert E & Paula B Boyer        Note                   $114,800


JUDY INOK KIM: Court Says Fairfield Property Worth $1.5-Mil.
------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky rules that Judy Kim's 16,800-
square foot commercial building at 299 Campus Court, Fairfield,
California, carries a $1.5 million value.

Ms. Kim has introduced expert testimony that the Fairfield
property is worth $1.86 million.  The senior deed of trust holder
on the property, BMR Funding, LLC, asserts that the property is
worth $1.4 million and would bring about $1.2 million in a forced
or foreclosure sale.  Judge Jaroslovsky says BMR, however,
produced evidence of an unaccepted offer to purchase the property
by a third party for $1.5 million.  Given this testimony, which
amounts to an admission against interest, the Court cannot see its
way clear to find a lesser value.

BMR also held a junior deed of trust on Ms. Kim's residence at
4000 Jameson Canyon Rd., American Canyon, California, securing the
same debt.  The obligation came due in 2009, and Ms. Kim was
unable to refinance, forcing her bankruptcy filing.

Ms. Kim's plan of reorganization, which the Court confirmed in
September, calls for valuation of the two properties.  BMR is to
receive amortized payments on two notes, one secured by each
property.

A copy of the Court's January 20, 2011 Memorandum on Valuation of
Fairfield Property is available at http://is.gd/fHX2wpfrom
Leagle.com.

Judy Inok Kim filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 09-13736) on November 6, 2009.


JUMA TECHNOLOGY: Vision Capital Discloses 82.8% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 20, 2011, Adam Benowitz disclosed that he
beneficially owns 218,178,806 shares of common stock of Juma
Technology Corporation.  The shares held by Mr. Benowitz represent
82.8% of the total shares outstanding.  Vision Capital Advisors,
LLC also disclosed that it beneficially owns 218,178,806 shares.
As of November 8, 2010, there were 46,468,945 shares of common
stock of the company outstanding.

On January 13, 2011, Juma Technology entered into a Note and
Warrant Purchase Agreement with Vision Opportunity Master Fund,
Ltd.  Under the Purchase Agreement, the Company executed and
delivered to the Master Fund (a) a 10% bridge note in the
aggregate principal amount of $375,000 and (b) a Series A Warrant
to purchase an aggregate of 2,500,000 shares of the Company common
stock.  The principal amount of the Note is payable within five
days after demand.  The Note accrues interest at 10% per annum
from the date of issuance, which interest is payable in cash
within five days after demand.  The Note does not contain any
conversion provisions.  The Warrant is exercisable into shares of
Common Stock at any time at the option of the Master Fund at an
initial exercise price of $0.15 per share, provided that it cannot
be exercised or converted to the extent that after giving effect
thereto the beneficial ownership of the Master Fund, Vision
Capital Advantage Fund, L.P. and their affiliates would exceed
4.99% of the Company's outstanding Common Stock.  The term of the
Warrant expires March 31, 2015.

Concurrently with the Purchase Agreement, the Company has entered
into an Acknowledgement and Waiver of Anti-Dilution Adjustments.
Under the Acknowledgement, the Company acknowledged that the price
protection provisions of the Series B Preferred Stock were
triggered; provided, however, that the Master Fund and VCAF agreed
to waive the price protections of the Series B Preferred Stock.

Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage
Fund, L.P., collectively, (i) own 1,116,705 shares of Common
Stock, (ii) have the ability to acquire an additional 217,062,101
shares of Common Stock through the exercise or conversion of
derivative securities and (iii) thus beneficially own 218,178,806
shares of Common Stock, representing 82.8% of all of the Company's
outstanding Common Stock.  The Investment Manager and Mr. Benowitz
may each be deemed to beneficially own the shares of Common Stock
beneficially owned by the Master Fund and VCAF.  Each disclaims
beneficial ownership of such shares.  The foregoing is based on
46,468,945 shares of Common Stock outstanding as of November 8,
2010, as reported on the Company's Form 10-Q filed on November 10,
2010.

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company's balance sheet at Sept. 30, 2010, showed
$4.29 million in total assets, $22.01 million in total
liabilities, and a stockholders' deficit of $17.72 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., 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 significant recurring
losses.


JUMA TECHNOLOGY: Inks $375,000 Note Pact with Vision Opportunity
----------------------------------------------------------------
On January 13, 2011, Juma Technology Corp. entered into a Note and
Warrant Purchase Agreement with Vision Opportunity Master Fund,
Ltd.  Under the Note Purchase Agreement, the Company executed and
delivered to the Purchaser (a) the Company's $375,000 principal
amount, 10% Bridge Note and (b) a Series A Warrant to purchase an
aggregate of 2,500,000 shares of the Company's common stock.

The Company anticipates that the proceeds of $375,000 from the
sale of the Note and Warrant, net of professional fees of
approximately $2,220 incurred in connection with the negotiation,
execution, and delivery of the Note Purchase Agreement and
Warrant, will be used for general corporate purposes.

The sale of the Note and Warrant was made in reliance upon an
exemption from securities registration afforded by the provisions
of Section 4(2) of the Securities Act of 1933, as amended.  In
this regard, the Company relied on the representations of the
Purchaser contained in the Note Purchase Agreement.

The Note accrues interest at 10% per annum from the date of
issuance, which interest is payable in cash at the maturity date,
which is the fifth day after demand.  The Note does not contain
any conversion provisions.

The Note contains various events of default such as failing to
make a payment of principal or interest when due, which if not
cured, would require the Company to repay the holder immediately
the outstanding principal sum of and any accrued interest on the
Note.  The Note requires the Company to prepay the Note if certain
"Triggering Events" or "Major Transactions" occur while the
particular security is outstanding.

The Purchaser was issued a Series A Warrant by the Company for no
additional consideration.  The Warrant entitles the holder thereof
to purchase 2,500,000 shares of the Company's common stock at an
exercise price of $0.15 per share; the term of the Warrant expires
March 31, 2015.  The applicable exercise price of the Warrant is
subject to adjustment.

The holder of the Warrant has agreed to restrict its ability to
exercise the Warrant and receive shares of the Company's common
stock such that the number of shares of common stock held by the
holder and its affiliates in the aggregate after such exercise
does not exceed 4.99% of the then issued and outstanding shares of
common stock.

The holder of the Series A Warrant has been granted certain
piggyback registration rights under the Note Purchase Agreement
and Warrant.

In addition to the Note Purchase Agreement, Note, and Warrant, the
Company has entered into an Acknowledgement and Waiver of Anti-
Dilution Adjustments.  Under the Acknowledgement, the Company
acknowledged that the price protection provisions of the Series B
Preferred Stock were triggered by the issuance of the Series A
Warrant.  By agreement, Vision Opportunity Master Fund, Ltd. and
Vision Capital Advantage Fund, LP, as applicable, agree to waive
the price protections of the Series B Preferred Stock.

                       About Juma Technology

Farmingdale, N.Y.-based Juma Technology Corp. is a highly
specialized convergence systems integrator with a complete suite
of services for the implementation and management of an entity's
data, voice and video requirements.

The Company's balance sheet at Sept. 30, 2010, showed
$4.29 million in total assets, $22.01 million in total
liabilities, and a stockholders' deficit of $17.72 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Seligson & Giannattasio, LLP, in White Plains, N.Y., 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 significant recurring
losses.


KINETIC CONCEPTS: Moody's Rates New $1.2-Bil. Credit at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Kinetic Concepts Inc. including the Ba2 Corporate Family Rating
and Ba2 Probability of Default Rating.  Concurrently Moody's
assigned a Ba1 rating to the new $1.2 billion credit facility,
including a $550 million Term Loan A and a $650 million revolver,
both maturing in January 2016.  Also, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-1 to KCI, reflecting
Moody's expectation for very good liquidity over the next twelve
months.  The outlook remains stable.

Ratings affirmed:

  * Corporate Family Rating, Ba2
  * Probability of Default Rating, Ba2

Ratings assigned:

  * $650 million Senior Secured Revolving Credit Facility due
    2016, Ba1, LGD2, 26%

  * $550 million Senior Secured Term Loan A due 2016, Ba1, LGD2,
    26%

  * Speculative Grade Liquidity Rating of SGL-1

Ratings withdrawn due to repayment and termination of prior credit
facility:

  * $300 million Senior Secured Revolving Credit Facility due
    2013, Baa3, LGD2, 21%

  * $565 million Senior Secured Term Loan A due 2013, Baa3, LGD2,
    21%

The ratings outlook is stable.

The Ba2 Corporate Family Rating reflects KCI's considerable scale
and leading competitive position in the wound care market, as well
as the company's moderate financial policies and history of debt
repayment.  The ratings are also supported by the proven clinical
efficacy of the V.A.C. product for use in intractable wounds, and
the large addressable markets of KCI's wound care and regenerative
medicine products.  The ratings are constrained by KCI's product
concentration risk, as well as risks associated with the
increasing competitive and reimbursement pressures that the V.A.C.
franchise is facing.

"The new capital structure should give KCI considerably more
flexibility and liquidity to pursue acquisitions in order to grow
and diversify.  Barring a significant increase in leverage, we
would likely view a prudent acquisition strategy favorably as
product concentration risk has been the main constraint to the
ratings," said Jessica Gladstone, Vice President -- Senior
Analyst.

Moody's said, "If, over time, the company maintains a conservative
financial profile, including adjusted debt to EBITDA below 2.5
times, and diversifies its revenue through new product
introductions, international expansion and acquisitions, there
could be upward rating pressure.  Greater than expected
competitive or pricing/reimbursement pressures impacting the
V.A.C. franchise would be the main driver for downward rating
pressure.  While the company has flexibility at the current rating
level, debt-funded acquisitions or share repurchases that exceed
our expectations, such that if adjusted leverage were expected to
be sustained above 3.5 times, could cause a downward rating
action."

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

Kinetic Concepts, Inc. (NYSE: KCI), headquartered in San Antonio,
Texas, is a global medical technology company with leadership
positions in advanced wound care, regenerative medicine and
therapeutic support systems.  The company's advanced wound care
systems incorporate proprietary V.A.C. technology.  KCI reported
revenues of approximately $2.0 billion for the twelve months ended
September 30, 2010.


KIRWOOD GENERAL: Omega Consulting's Suit Referred to Bankr. Court
-----------------------------------------------------------------
District Judge Patrick J. Duggan granted Kirwood General
Hospital's request to refer a lawsuit by Omega Consulting to the
United States Bankruptcy Court for the Eastern District of
Michigan pursuant to Eastern District of Michigan Local Rule
83.50.

The Thurswell Law Firm P.L.L.C. assigned its claim against Kirwood
to Omega on July 29, 2010.  Omega sued Kirwood August 13, 2010,
seeking damages for Kirwood's alleged failure to wind up its
affairs.  Omega seeks to recover damages totaling $754,503,14.  On
September 20, 2010, the court clerk entered a default judgment
against Kirwood.  Kirwood claims that it was never properly
served.

On September 22, 2010, Omega filed a request for a writ of
garnishment, seeking to obtain funds held for Kirwood by the State
of Michigan's Unclaimed Property Division.  The court clerk issued
the writ of garnishment the same day, and the Unclaimed Property
Division mailed a copy of the writ of garnishment to Kirwood on
September 29, 2010.  Kirwood filed an objection with the District
Court on October 7, 2010, arguing that the unclaimed property
funds are part of the bankruptcy estate.  Kirwood maintains that
these funds should be distributed to its creditors in accordance
with the confirmed liquidation plan.  Kirwood requested that the
Court stay garnishment proceedings until its bankruptcy case could
be reopened, so that the bankruptcy court could supervise
distribution of the unclaimed property funds.

On October 13, 2010, the bankruptcy court granted Kirwood's motion
to reopen its case.  The parties later agreed to stay garnishment
proceedings, and the District Court entered a Stipulated Order to
that effect on November 8, 2010.

The case Omega Consulting, v. Kirwood General Hospital, Case No.
10-13231 (E.D. Mich.).  A copy of Judge Duggan's December 28, 2010
Opinion and Order is available at http://is.gd/1UWvgAfrom
Leagle.com.

                  About Kirwood General Hospital

Kirwood General Hospital filed a voluntary Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 85-03590) on October 17,
1985.  The bankruptcy court issued an order confirming Kirwood's
liquidation plan on January 22, 1987.  Kirwood's bankruptcy case
was closed on January 10, 1990.  At Kirwood's behest, the case has
been reopened as Case No. 85-43590 and is pending before Judge
Thomas J. Tucker.


KRISPY KREME: Green Mountain Coffee Founder Acquires 5.1% Stake
---------------------------------------------------------------
Shira Ovide, writing for The Wall Street Journal, reports that
Robert P. Stiller, the founder and chairman of Green Mountain
Coffee, has disclosed acquiring 5.1% of Krispy Kreme Doughnuts'
stock.  Ms. Ovide, citing a regulatory filing, says Mr. Stiller
owns 12.1% of Green Mountain Coffee's outstanding shares.  He also
holds a nearly 20% stake in Italian-restaurant chain Noble Roman's
Inc.

Ms. Ovide says Mr. Stiller made the disclosure in a Securities and
Exchange Commission filing reserved for so-called passive
investors, or those who don't intend to have influence over how
companies operate.

Ms. Ovide also reports that:

     -- a spokeswoman for Green Mountain Coffee didn't respond to
        voicemail messages and e-mails seeking comment;

     -- Mr. Stiller didn't return a message left at his Green
        Mountain Coffee office; and

     -- a Krispy Kreme spokesman didn't return a voice message
        left after business hours Monday.

                        About Krispy Kreme

Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts
Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer
and wholesaler of doughnuts.  The Company, which began in 1937,
also derives revenue from franchise and development fees and
royalties from franchisees.  Additionally, the Company sells
doughnut mix, other ingredients and supplies and doughnut-making
equipment to franchisees.

The Company has a 25% interest in Kremeworks, LLC, and has
guaranteed 20% of the outstanding principal balance of certain of
Kremeworks' bank indebtedness, which originally matured in January
2009 and subsequently was refinanced with the lender through July
2010.  During the third quarter of fiscal 2010, Kremeworks
completed an amendment to its debt agreement which, among other
things, waived certain defaults related to the failure to comply
with the financial covenants and extended the maturity of the
indebtedness until July 2010.

In connection with that amendment, during fiscal 2010, the Company
and the majority owner of Kremeworks -- which also is a guarantor
of the indebtedness -- made capital contributions to Kremeworks in
the aggregate amount of $1 million -- of which the Company's
contribution was $250,000 -- the proceeds of which were used to
prepay a portion of the indebtedness as required by the amendment.
In the second quarter of fiscal 2011, Kremeworks' lender granted a
one-month extension of the maturity of the bank indebtedness to
August 31, 2010 in connection with an expected refinancing by the
lender.  During the third quarter of fiscal 2011, Kremeworks
refinanced its debt agreement which extended the maturity of the
indebtedness until October 2011.  The aggregate amount of such
indebtedness was approximately $5.3 million at October 31, 2010.

                          *     *     *

Krispy Kreme carries a 'B-' corporate credit rating from Standard
& Poor's.  In September 2009, S&P said, "While the sales pressure
will continue, S&P expects the declines to decelerate and
profitability to somewhat stabilize or, at the very least, allow
the company to remain covenant compliant in the current and next
fiscal year."


L&L FOOD CENTER: To Auction 3 Remaining Stores in February
----------------------------------------------------------
Lansing State Journal, in Michigan, reports that the L&L Food
Center grocery chain has been operating under receivership since
mid-December because it was unable to obtain financing to keep
operating and couldn't pay back $2.47 million in loans to Flint-
based Citizens Bank.

The report adds that Sheldon Stone of Birmingham-based Amherst
Partners, the court-appointed receiver, said that the three
remaining stores in East Lansing, Okemos and on Martin Luther King
Boulevard in Lansing could go to auction on Feb. 1, with bids due
January 28.  Mr. Stone will seek approval from the Ingham County
Circuit Court to auction the stores.

According to the report, Mr. Stone said that 15 grocers have
expressed an interest in buying all or some of the existing L&L
stores.  All but one are based in Michigan.

Lansing State Journal relates that the L&L Food Center grocery
store in Haslett was scheduled to close mid-January this year.
Since last November, L&L has closed four stores.


LAREDO PETROLEUM: S&P Puts 'CCC' Rating on $350MM Note Offering
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Laredo Petroleum Inc. Standard & Poor's also
assigned a 'CCC' senior unsecured and '6' recovery rating to the
Company's $350 million senior unsecured note offering due 2019.
The recovery rating indicates the expectation of negligible (0% to
10%) recovery of principal in the event of a payment default.

The ratings on Laredo Petroleum reflect its vulnerable business
risk profile characterized by its small and geographically
concentrated reserve base, its high percentage of proved
undeveloped reserves (PUDs), its meaningful exposure to weak
natural gas prices, its limited operating history, its highly
leveraged financial risk profile, negative cash flow generation,
and, relative to some of its peers, lower priced hedge position.
These risks are somewhat offset by the Company's success in
growing its reserve base primarily through its drilling program.

"We view Laredo's reserve base as relatively small with a high
percentage of PUDs, with limited geographic diversity," said
Standard & Poor's credit analyst Patrick Jeffrey.  Laredo has a
proved reserve base of 461 billion cubic foot equivalent (Bcfe) as
of Sept. 30, 2010.  "While this represents a significant increase
from 45 Bcfe as of Dec. 31, 2007, it is relatively low when
compared to other exploration and production companies."

Standard & Poor's views Laredo's financial risk profile as highly
leveraged, and its liquidity as less than adequate.  The outlook
is stable.

S&P expects Laredo will maintain high leverage of over 4x in the
near term as it funds its drilling program," said Mr. Jeffrey.

S&P would consider a positive rating action if the Company is able
to continue to grow its reserve base, maintain adequate liquidity,
and maintain debt leverage in the low 3x area.  S&P would consider
a negative rating action if the Company faces material liquidity
issues that limit its access to capital to fund its growth."


LEHMAN BROTHERS: Set To Reveal New Chapter 11 Plan
--------------------------------------------------
Lehman Brothers Holdings Inc. is set to unveil a new plan this
week to begin paying out billions of dollars to creditors later
this year, according to a January 23, 2011 report by the
Financial Times.

The failed company will present a new plan under which it
will start paying out in the fourth quarter of this year the
$60.1 billion in assets that it has collected against $322 billion
in claims, the report said.

"Lehman is at a fork in the road," Financial Times quoted Stephen
Lubben, a professor of bankruptcy law at Seton Hall University,
as saying.

"The bankruptcy has been moving along at a reasonable pace, given
the nature of it.  But if it gets bogged down in fighting about
the plan, it could take a lot longer," Mr. Lubben said.

Lehman initially filed a restructuring plan early last year,
under which payouts would range from about 15 cents on the dollar
to 44 cents.  Senior bondholders would get 17.4 cents, some
commercial paper holders would receive 44.2 cents while Lehman
Brothers Special Financing Inc. would pay 24.1 cents.

The initial plan drew opposition from a group of senior
bondholders led by Paulson & Co. Inc. because it allegedly pits
creditors of the various estates against each other and that some
creditors would get paid twice.

Last month, the group filed a rival plan to pool all of Lehman's
assets and pay creditors roughly equally.  When Lehman said its
new plan might move in that direction, lawyers for its London-
based European affiliate told the bankruptcy court that they were
ready to file yet another plan that preserved the larger pay-out,
Financial Times reported.  They are said to have the support of
derivatives claimants such as Goldman Sachs and other big bank,
which have claims for $40 billion from contracts terminated as a
result of the bankruptcy, according to the report.

Meanwhile, some creditors are hoping Lehman will revise its plan
to monetize its remaining assets including the properties of
apartment complex owner Archstone.

Last year, Lehman created an asset management company called
LAMCo.  Lehman planned to retain bankers by taking on third-party
clients and creating a viable business that could offer them
equity stakes.  The company said talks with potential clients are
ongoing, Financial Times reported.

            Neufeld Opposes Bondholders' Rival Plan

A creditor of Lehman Brothers Holdings Inc. has opposed the
approval of the competing restructuring plan proposed by an ad
hoc group of Lehman creditors.

In a court filing, Linda Neufeld, who claims she is a Class 5
creditor of LBHI, says the disclosure statement describing the
restructuring plan will "breach the contractual obligations of
Class 5 subordinated noteholders to Class 3 senior noteholders."

"Class 5's contract is with LBHI and so I think that Class 5's
contractual obligation to Class 3 senior noteholders is only
against the estate assets of LBHI," Ms. Neufeld says, pointing
out that ad hoc group's disclosure statement consolidates the
assets of certain affiliated debtors into LBHI on paper only.

"If the ad hoc group's disclosure statement was based on a true
substantive consolidation which legally consolidated the
affiliated debtors into LBHI then I would not think that a breach
of contract will occur," she says.

Ms. Neufeld says it is questionable that Class 3 has contractual
right to the pro rata share of distributions made to Class 5 from
the estate assets of affiliated debtors which will not be legally
consolidated into LBHI, and will continue to exist as separate
legal entities since both classes could only have contractually
filed claims against LBHI.

According to Ms. Neufeld, the disclosure statement, based on a
"deemed substantive consolidation," also provides for creditors
of affiliated debtors "to make monetary compromises of goodwill"
for the benefit of Classes 3 & 4 and yet no monetary compromises
of goodwill are made to Class 5 from Class 3.

Ms. Neufeld also complains that the subordinated noteholders'
indenture trustee, The Bank of New York Mellon, has not
communicated with them since LBHI's bankruptcy filing.  She says
it is not clear if BNY Mellon is carrying out its fiduciary
duties and adequately representing its constituency in good
faith.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for
US$2 plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: BNS Wants to Foreclose on Las Vegas Mall
---------------------------------------------------------
Bank of Nova Scotia New York Agency asked the Bankruptcy Court to
lift the automatic stay so that it could foreclose its mortgage to
obtain ownership of the Town Square Mall in Las Vegas, Nevada.

The Town Square Mall is owned by Turnberry/Centra Sub LLC, which
owes $449 million to BNS on account of the loan it availed from
the bank and other lenders to finance the construction of the
shopping mall.

Repayment of the loan is secured by the mortgage on the shopping
mall and other collateral posted by its owner.

Lehman Brothers Holdings Inc. holds a claim for "unjust
enrichment" against Turnberry/Centra on account of the
$72 million loan it made to Jeffrey and Jacquelyn Soffer under
a $95 million loan agreement to fund their equity investments in
Turnberry/Centra as well as to finance the project improvements
with respect to the shopping mall.

LBHI filed the claim in response to the lawsuit Turnberry/Centra
and the Soffers filed against the company to avoid repayment of
the $72 million loan.  The Soffers complained over LBHI's alleged
failure to provide up to $625 million of take-out financing to
repay the loans.

BNS' lawyer, Matthew Olsen, Esq., at Katten Muchin Rosenman LLP,
in New York -- matthew.olsen@kattenlaw.com -- says the bank's
proposed action to foreclose its mortgage and to obtain title to
the Town Square Mall should not be subject to the automatic stay
since the shopping mall is not property of LBHI's estate.

"Lehman has no property interest in the Town Square Mall and
neither the Soffers nor Lehman allege otherwise," Mr. Olsen says
in court papers.

BNS previously commissioned Cushman & Wakefield of Oregon Inc. to
conduct an appraisal of the shopping mall.  The appraisal showed
that the property's market value was $415 million as of May 24,
2010, far from the $449 million still owed to the bank.

The bank recently asked Cushman & Wakefield to update the
appraisal which, although not yet completed, is expected to
reflect a further deterioration in the market value of the
property, according to Mr. Olsen.

The Court will hold a hearing on February 16, 2011, to consider
approval of the motion.  The deadline for filing objections is
February 9, 2011.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Trustee Reaches Settlement With CalPERS
------------------------------------------------------------
Pursuant and subject to the Securities Investor Protection Act of
1970, James W. Giddens was duly appointed and authorized to
liquidate the business of Lehman Brothers Inc., including the
unwind, close-out and reduction to cash the amounts due the LBI
Estate with respect to certain transactions between LBI and The
California Public Employees' Retirement System.

Prior to the Petition Date, LBI and CalPERS entered into
(i) securities lending transactions, where UAM Trust Company acted
as the agent for CalPERS under a Master Securities Loan Agreement
dated as of November 5, 2001, between LBI and UAM Trust Company,
and (ii) Japanese foreign exchange trades.  As of the Petition
Date, amounts were due or were accrued in favor of LBI with
respect to the Transactions in the aggregate.

The LBI Trustee and CalPERS agree that it would be in the best
interests of the LBI Estate, its customers and creditors that the
outstanding Transactions be closed out subject to the payment to
the LBI Trustee of $12,104,489, which amount includes interest.

Under their stipulation, the Parties acknowledge that CalPERS has
paid the LBI Trustee the Closeout Amount in immediately available
funds, and that the Transactions have been fully and finally
closed without the need for any further Court approval or other
action by the Parties.

Each of the Parties expressly reserves all of his or its rights
and defenses with respect to any other claims each might have
against the other, other than any claims in respect of or in
connection with the Transactions.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Demands Additional $9 Mil. From Bank of America
----------------------------------------------------------------
Lehman Brothers Holdings Inc. is demanding that Bank of America
return an additional $9 million, according to a report by
Reuters.

LBHI's lawyer, Peter Isakoff, Esq., at Weil Gotshal & Manges LLP,
in Washington, D.C., said BofA also seized about $7 million in
four smaller Lehman accounts, now worth almost $9 million
counting foreign currency appreciation.

Earlier, Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York ordered BofA to return $500 million
that it seized from LBHI in violation of the "automatic stay"
provisions in bankruptcy law.  He also ordered the bank to pay
interest, bringing the total to about $595 million.

BofA said the smaller accounts were not part of the bankruptcy
judge's original order and should be argued separately, Reuters
reported.

Judge Peck told the attorneys for both sides to submit written
briefs on how the smaller accounts should be handled, according
to the report.

              LBHI Not Seeking Damages Beyond Fees

LBHI has said it won't seek damages from BofA beyond the costs
incurred from litigating its case against the bank to recover the
$500 million deposit, Bloomberg News reported.

LBHI is demanding $1.3 million in lawyers' fees, or a quarter of
its legal costs up to $5 million, for litigating the case plus
$8.8 million in other funds taken by the bank, according to the
report.

BofA, in a written brief to Judge Peck, said it should not be
required to pay damages greater than $1.3 million of LBHI's costs
for litigating the case.  BofA asserts that LBHI is not entitled
to punitive damages because it can't prove BofA acted
maliciously, Bloomberg News reported.

Judge Peck advised LBHI to consider whether it is wasting time
and money in pursuing "relatively" small sums.  "I don't want to
make the tail of the case into the dog," Bloomberg quoted the
bankruptcy judge as saying.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3 COMMS: Enters Into $305MM Notes Indenture with BNY Mellon
-----------------------------------------------------------------
On January 19, 2011, Level 3 Communications, Inc., entered into an
indenture with The Bank of New York Mellon Trust Company, N.A., as
trustee, in connection with the Company's issuance of $305,000,000
in aggregate principal amount of its 11.875% Senior Notes due
2019.  A portion of the net proceeds from the offering will be
used to redeem all of the Company's outstanding 5.25% Convertible
Senior Notes due 2011, as further described below.  The remaining
net proceeds from the offering will be used for general corporate
purposes, including working capital, capital expenditures and
potential repurchases, redemptions or refinancing of the Company's
and its subsidiaries' existing indebtedness from time to time.

The Senior Notes are senior unsecured obligations of the Company,
ranking equal in right of payment with all other senior unsecured
obligations of the Company.  The Senior Notes are not guaranteed
by any of the Company's subsidiaries.  The Senior Notes will
mature on February 1, 2019.  Interest on the Senior Notes will be
payable on April 1 and October 1 of each year, beginning on April
1, 2011.

The Senior Notes will be subject to redemption at the option of
the Company, in whole or in part, at any time or from time to
time, upon not less than 30 nor more than 60 days' prior notice:

   (i) prior to February 1, 2015, at 100% of the principal amount
       of the Senior Notes so redeemed plus (A) the applicable
       make-whole premium set forth in the Indenture, as of the
       redemption date and (B) accrued and unpaid interest thereon
       (if any) up to, but not including, the redemption date; and

  (ii) on and after February 1, 2015, at the redemption prices set
       forth below, plus accrued and unpaid interest thereon up
       to, but not including, the redemption date.

The redemption price for the Senior Notes if redeemed during the
twelve months beginning (i) February 1, 2015 is 105.938%, (ii)
February 1, 2016 is 102.969% and (iii) February 1, 2017 and
thereafter is 100.000%.

At any time or from time to time on or prior to February 1, 2014,
the Company may redeem up to 35% of the original aggregate
principal amount of the Senior Notes at a redemption price equal
to 111.875% of the principal amount of the Senior Rate Notes so
redeemed, plus accrued and unpaid interest thereon up to, but not
including, the redemption date, with the net cash proceeds
contributed to the capital of the Company from one or more private
placements to persons other than affiliates of the Company or
underwritten public offerings of common stock of the Company
resulting, in each case, in gross proceeds of at least $100
million in the aggregate; provided, however, that at least 65% of
the original aggregate principal amount of the Senior Notes would
remain outstanding immediately after giving effect to such
redemption.  Any such redemption must be made within 90 days
following such private placement or public offering upon not less
than 30 nor more than 60 days' prior notice.

The offering of the Senior Notes was not registered under the
Securities Act of 1933, as amended, and the Senior Notes may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  The Senior
Notes were sold to "qualified institutional buyers" as defined in
Rule 144A under the Securities Act of 1933, as amended, and non-
U.S. persons outside the United States under Regulation S under
the Securities Act of 1933, as amended.

On January 19, 2010, the Company and the initial purchasers of the
Senior Notes entered into a registration agreement regarding the
Senior Notes pursuant to which the Company agreed, among other
things, to file an exchange offer registration statement with the
Securities and Exchange Commission.

                   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.


LEVEL 3 COMMS: Calls for Redemption of $195.7-Mil. Conv. Notes
--------------------------------------------------------------
Level 3 Communications, Inc. announced that it called for
redemption all of its outstanding $195,702,000 aggregate principal
amount of 5.25% Convertible Senior Notes due 2011 at a price equal
to 100.75% of the principal amount thereof.  These notes mature on
December 15, 2011.  The redemption date is February 18, 2011.

Additional information regarding the redemption of the notes is
available from The Bank of New York Mellon, the trustee with
respect to the notes.  The company intends to fund the redemption
of the notes using a portion of the net proceeds of the sale of
Level 3 Communications, Inc.'s newly issued 11.875% Senior Notes
due 2019.

                   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.


LIBERTY FOOD: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Liberty Food Store, Inc.
          aka Risoldis Great Valu, Foods
        3100 Quakerbridge Road
        Mercerville, NJ 08619

Bankruptcy Case No.: 11-11725

Chapter 11 Petition Date: January 21, 2011

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Lance D. Brown, Esq.
                  THE BROWN DEPINTO LAW FIRM, LLC
                  1 AAA Drive, Suite 205
                  Robbinsville, NJ 08691
                  Tel: (609) 587-5100
                  Fax: (609) 587-6030
                  E-mail: lancebrownlaw@gmail.com

Estimated Assets: $0 to $50,000

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/njb11-11725.pdf

The petition was signed by Sabatino A. Risoldi, Jr., president.


LIFELINE PARTNERS: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LifeLine Partners, Inc.
        1825 Tibbetts-Wick Rd.
        Girard, OH 44420

Bankruptcy Case No.: 11-40169

Chapter 11 Petition Date: January 21, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Melissa M. Macejko, Esq.
                  SUHAR & MACEJKO, LLC
                  29 E. Front St., 2nd Floor
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: (330) 744-9007
                  Fax: (330) 744-5857
                  E-mail: mmacejko@suharlaw.com

Scheduled Assets: $483,138

Scheduled Debts: $1,010,575

A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-40169.pdf

The petition was signed by Kathleen Burgdorf, president.


MASJID AL RASOOL: Lerob Stay Relief Effective March 1
-----------------------------------------------------
Bankruptcy Judge Charles Novack amended his January 19, 2011 order
granting LEROB, LLC's relief from the automatic stay under 11
U.S.C. Sec. 362(d)(2) to proceed with the non-judicial foreclosure
of Masjid Al Rasool, Inc.'s real property.

Judge Novack explained relief from the automatic stay was granted
based on the mistaken belief that no notice of default had yet
been recorded against the property.  This understanding was based
on the court's review of Lerob's Relief from Stay Cover Sheet
which failed to disclose that Lerob previously posted both a
notice of default and a notice of trustee's sale.  In light of the
court's now correct understanding and to provide the Debtor an
opportunity for an orderly transition, the automatic stay will
remain in place through February 28, 2011.  Relief from stay is
granted effective March 1, 2011.

Masjid Al Rasool is a non-profit religious organization.  It filed
a Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No.
10-55967) on June 8, 2010, to prevent the imminent foreclosure of
its real property commonly known as 400 Budd Avenue, Campbell,
California.  The Property is improved with a single story
structure built around 1960.

In March 2005, the Debtor financed its purchase of the Property
through a two year $430,500 loan from Borel Private Bank & Trust
Company at 7.25% per annum.  The loan was secured with a first
deed of trust recorded against the Property.  The note was
re-newed six times to extend the note's maturity date, ultimately
to December 23, 2009.  Despite the extensions, the Debtor
defaulted when it failed to repay the note balance upon final
maturity.

On May 13, 2010, Borel assigned its rights under the note and deed
of trust to Lerob, its wholly owned subsidiary.  As of August 17,
2010, the Debtor owed $434,942.95 in principal, interest and other
charges.  Interest continues to accrue at $100.43 per day.

In its petition, the Debtor scheduled the Property's fair market
value at $700,000.  Lerob valued the Property at only $324,000.

In granting relief from the automatic stay, the Court held that
the Debtor has not offered any competent evidence that it has a
reasonable prospect for reorganizing, whether by keeping,
refinancing or selling the Property.

A copy of the Court's January 20, 2011 Amended Memorandum Decision
and Order is available at http://is.gd/BBheMNfrom Leagle.com.


MEDCLEAN TECHNOLOGIES: Manatuck Hill Holds 12.6% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 20, 2011, Manatuck Hill Partners, LLC
disclosed that it beneficially owns 106,619,669 shares of common
stock of MedClean Technologies, Inc. representing 12.6% of the
shares outstanding as of November 21, 2010, based upon the
company's quarterly report on Form 10-Q for the quarter ended
September 30, 2010.  Such beneficial ownership assumes the
issuance of 34,167,225 shares of Common Stock issuable upon the
exercise of certain warrants owned by Manatuck Hill Scout Fund,
L.P., Manatuck Hill Mariner Master Fund, L.P. and Manatuck Hill
Navigator Master Fund, L.P.

As of November 12, 2010, there were 809,743,450 shares outstanding
of the Company's common stock.

                    About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at Sept. 30, 2010, showed
$1.67 million in total assets, $2.26 million in total liabilities,
and a stockholders' deficit of $590,291.

As reported in the Troubled Company Reporter on March 8, 2010,
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern, after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's substantial recurring losses.


MERIDIAN PARTNERSHIP: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Meridian Partnership Management, Inc.
        1501 Fourth Ave., Suite 1900
        Seattle, WA 98101

Bankruptcy Case No.: 11-10636

Chapter 11 Petition Date: January 21, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: George S. Treperinas, Esq
                  KARR TUTTLE CAMPBELL
                  1201 3rd Ave Ste 2900
                  Seattle, WA 98101-3028
                  Tel: (206) 223-1313
                  E-mail: gtreperinas@karrtuttle.com

Scheduled Assets: $150,000

Scheduled Debts: $1,571,218

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-10636.pdf

The petition was signed by Diana K. Carey, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frederick Darren Berg                  10-18668   07/27/10


MESA AIR: Court Confirms Plan of Reorganization
-----------------------------------------------
Judge Martin Glenn of the U.S Bankruptcy Court for the Southern
District of New York entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011, after finding that the
Plan satisfies the requirements for confirmation as set forth in
Section 1129 of the Bankruptcy Code.

Mesa Air Group expects to emerge from bankruptcy next month as a
private company, according to reports by Bloomberg News and
Reuters.  The reorganized company will issue new notes, common
stock and warrants to creditors.

The hearing to consider confirmation of the Plan was held on
January 14, 2011.

              An Unusual Case, Judge Glenn Says

Judge Glenn, in a memorandum of opinion, said the Debtors'
bankruptcy case is an unusual case -- the Debtors include
a U.S. air carrier, having been issued a certificate of
public convenience and necessity by the U.S. Department of
Transportation and an Air Operator Certificate by the Federal
Aviation Administration.  Accordingly, the Debtors are required
to comply with the United States Transportation Code, in addition
to the requirements of the Bankruptcy Code.  The Court noted that
the Transportation Code requires that United States "citizens,"
as the term is defined in the Transportation Code, hold 75% of
the voting interest of the Debtors.  The Debtors' Plan, of
necessity, must comply with both the Bankruptcy Code and the
Transportation Code through the operation of various corporate
governance mechanisms proposed by the Debtors.

Under the Plan, unsecured creditors that are U.S. Citizens will
receive a combination of New Notes and New Common Stock, while
unsecured creditors that are Non-U.S. Citizens will receive a
combination of New Notes and New Warrants.  The New Warrants to
be distributed to Non-U.S. Citizens are transferable penny
warrants that can only be exercised by U.S. Citizens.  The
formulation of this unique distribution scheme, Judge Glenn said,
was necessary to ensure compliance with the Transportation Code
because a large amount of General Unsecured Claims are held by
foreign creditors.  To assure compliance with the Transportation
Code, the Debtors must be able to monitor the distribution of
voting rights as between U.S. Citizens and Non-U.S. Citizens. The
fact that the Debtors are required to comply with two concurrent
regulatory schemes and will distribute New Common Stock and New
Warrants to General Unsecured Creditors as the post-Effective
Date claims resolution process takes place makes this an unusual
framework within which the Court considers the merits of the
Objection, according to the Court.

Judge Glenn related that, at the confirmation hearing, he heard
testimony from Michael Lotz, the president and chief financial
officer of the Debtors, and Marc Bilbao, the Debtors' financial
advisor, regarding the corporate governance mechanisms that were
established by the Debtors in consultation with the Official
Committee of Unsecured Creditors.  At the hearing, the Court
raised concerns that the effect of the Corporate Governance
Documents was a long-term (approximately five-six years)
separation of ownership and control.  The Debtors, after
consultation with the Creditors' Committee and U.S. Airways, then
proposed a further amendment to the Bylaws to provide that the
term of office of all three classes of directors will expire at
the third annual meeting of the shareholders, which will occur
between 36 and 39 months following the Effective Date.

A copy of Judge Glenn's Memorandum of Opinion dated January 20,
2011 is available for free at http://is.gd.63Gnni

          Debtors Satisfied Sec. 1129 Requirements

The Court found that the Debtors have met their burden of proving
the elements of Sections 1129(a) and (b) of the Bankruptcy Code
by a preponderance of the evidence.  The Plan also complies fully
with the requirements of Sections 1122 and 1123 of the Bankruptcy
Code as well as with all other applicable provisions of Bankruptcy
Code, thereby satisfying Section 1129(a)(1) of the Bankruptcy
Code.

The Debtors have also satisfied the provisions of Section 365 of
the Bankruptcy Code with respect to the assumption and rejection
of executory contracts and unexpired leases pursuant to the Plan.
Any remaining disputed Assumption Obligations identified in the
Assumption Schedule will be heard on January 26, 2011, and will
be determined by separate order.

The issuance of the New Common Stock and the New Notes is or was
in exchange for Claims against the Debtors within the meaning of
Section 1145(a)(1) of the Bankruptcy Code.

The Court also found that the releases by the Debtors set forth
in the Plan represent a valid exercise of the Debtors' business
judgment and are appropriate under Section 1123(b)(3)(A) of the
Bankruptcy Code.  These releases are deemed consented to by
creditors who submitted ballots and did not elect to opt out of
the releases, as permitted by the ballots.  Creditors and
Interest holders who were not entitled to vote and Creditors who
submitted ballots that elected to opt out of the releases are
deemed to have opted out of the releases.

                     Implementation of Plan

Without further Court order or authorization, the Debtors, the
Post-Effective Date Debtors, and their successors are authorized
and empowered to make all modifications to all Plan Documents
that are consistent with the Plan, including any modifications to
Exhibit K to the Plan Supplement -- Assumption Schedule --
necessitated subsequent to the hearing on pending objections to
Assumption Obligations.

Pursuant to Bankruptcy Rule 3019, modifications or alterations to
the Plan that do not materially adversely affect or change the
treatment of any Claims of Interests do not require additional
disclosure under Section 1125 of the Bankruptcy Code or re-
solicitation of votes under Section 1126 of the Bankruptcy Code,
nor do they require that holders of Claims or Interests be
afforded an opportunity to change previously cast acceptance or
rejections of the Plan.

All rights of the Debtors and Post-Effective Date Debtors to seek
to reclassify Claims are expressly reserved.

Except as provided in the Plan, upon the Effective Date, all
existing Claims against and Interests in the Debtors will be, and
will be deemed to be, discharged and terminated.  All holders of
the Claims and Interests will be precluded and enjoined from
asserting against the Reorganized Debtors, their successors or
assignees, or any of their assets or properties any other or
further Claim or Interest based upon any act or omission,
transaction, or other activity of any kind or nature that
occurred before the Effective Date, whether or not the holder has
filed a proof of claim or proof of interest and whether or not
the facts or legal bases were known or existed before the
Effective Date.

Except as otherwise set forth in the Plan and the US Airways
Tenth Amendment, upon the Effective Date, the Debtors and the
Reorganized Debtors will be discharged from all Claims or other
debts that arose at any time before the Effective Date, and all
debts of the kind specified in Sections 502(g), 502(h) or 502(i)
of the Bankruptcy Code.

As of the Effective Date, all entities that have held, currently
hold or may hold a Claim or other debt or liability that is
discharged or any other right that is terminated under the
Bankruptcy Code or the Plan are permanently enjoined, to the full
extent provided under Section 524(a) of the Bankruptcy Code, from
"the commencement or continuation of an action, the employment of
process, or an act, to collect, recover or offset any such debt
as a personal liability" of the Debtors or the Reorganized
Debtors, except as otherwise set forth in this Plan.

All distributions pursuant to the Plan will be made in accordance
with Article 6 of the Plan, and the methods of distribution are
approved.  All Plan distributions made to Creditors holding
Allowed Claims in any Class are intended to be and will be in
full and final satisfaction of the Debtors' obligations under the
Plan.

Executory contracts and unexpired leases not listed on Exhibit K
to the Plan Supplement are deemed rejected, however, all
executory contracts and unexpired leases that have been assumed
by the Debtors pursuant to orders entered by the Court before the
Effective Date will not be deemed rejected.

The Assumption Obligations listed on the Assumption Schedule --
Schedule K to the Pan Supplement -- will be satisfied by the
Debtors making a cash payment in the manner provided in the Plan
or as otherwise permitted by Section 365(b)(1)(B) of the
Bankruptcy Code, equal to the amount specified in the Assumption
Schedule.

Claims arising out of the rejection of an executory contract or
an unexpired lease must be filed with the Court and served upon
the Debtors or the Reorganized Debtors no later than 35 days
after the Effective Date of the Plan.  Otherwise, the claimant
will be forever barred from asserting the claim against the
Debtors, the Reorganized Debtors, the Liquidating Debtors, or the
Estate Assets, and from sharing in any distribution under the
Plan.

Each Collective Bargaining Agreement will be deemed assumed,
effective as of the Effective Date.  The Assumption Obligations
for each of the Collective Bargaining Agreements will be
satisfied by the Reorganized Debtors paying in the ordinary
course all obligations arising under the agreements.

Each Key Employment Agreement will also be deemed assumed along
with the guarantees by the other Reorganized Debtors, each as
modified pursuant to terms agreed upon between the Debtor, the
Official Committee of Unsecured Creditors, and the affected
employee, effective as of the Effective Date.

The United Code-Share Agreement will be deemed assumed, effective
as of the Effective Date, subject to the Reorganized Debtors'
satisfaction of the Assumption Obligations with respect to the
Code-Share Agreement.

Upon the Effective Date, title to all remaining Estate Assets of
the Debtors will vest in the Post-Effective Date Debtors for the
purposes contemplated under the Plan, and will no longer
constitute property of the Debtors' Estates.

To the maximum extent provided by Section 1145 of the Bankruptcy
Code and applicable non-bankruptcy law, the issuance under the
Plan of the New Common Stock, New Warrants, and the New Notes
will be exempt from registration under the Securities Act of
1933, as amended, and all rules and regulations promulgated
thereunder and any state or local law requiring registration
before the offering, issuance, distribution, or sale of
securities.  The issuance of New Common Stock pursuant to the
Management Equity Pool and related employment agreements, if any,
will be exempt from registration pursuant to Section 4(2) of the
Securities Act.

All injunctions or stays arising under or entered during the
Chapter 11 Cases under Section 105 or 362 of the Bankruptcy Code,
or otherwise, that are in existence on the Confirmation Date will
remain in full force and effect until the Effective Date,
provided, however, that no injunction or stay will preclude
enforcement of parties' rights under the Plan and the related
documents.

On the Effective Date, the Creditors' Committee will be dissolved
and the members of the Committee will be released and discharged
from any further authority, duties, responsibilities or
liabilities related to or arising from these Chapter 11 cases.
The Creditors' Committee will continue in existence and have
standing and capacity to prepare and prosecute fee applications
of its professionals and any motions or actions seeking
enforcement or implementation of the Plan, or pending appeals of
orders in these cases.

On the Effective Date, a Post-Effective Date Committee will be
formed.  Its duties will be limited to the oversight of certain
actions of the Reorganized Debtors.  The Post-Effective Date
Committee may employ, without further Court order, professionals
to assist it in carrying out its duties.  In the event that, on
the Effective Date, an objection to any Claim by the Committee is
pending, the Post-Effective Date Committee will have the right to
continue prosecution of the objection.

The Post-Effective Date Debtors are authorized to pay
compensation for professional services rendered and to reimburse
expenses incurred after the Effective Date in the ordinary course
and without the need for Court approval.

All Objections to the Plan have been withdrawn, overruled,
mooted, or resolved by stipulation or otherwise denied as set
forth in the record of the Confirmation Hearing.  All withdrawn
objections, if any, are deemed withdrawn with prejudice.

A full-text copy of the Confirmation Order is available at no
charge at:

http://bankrupt.com/misc/Mesa_3rdAmPlanConfirmationOrd012011.pdf

In the alternative, copies of the Confirmation Order, the Plan,
and related documents are available for inspection in the office
of the Bankruptcy Clerk at the Bankruptcy Court, or can be viewed
for free at the website of the Debtors' claims agent, Epiq
Bankruptcy Solutions, LLC at http://dm.epiq11.com/mesa

To obtain a hard copy of the Confirmation Order or the Plan, one
may contact Epiq at (646) 282-2400.

The Plan and its provisions are binding on the Debtors, the Post-
Effective Date Debtors, any entity acquiring or receiving
property or a distribution under the Plan, and any holder of a
Claim against of Interest in the Debtors, including all
governmental entities, and the holder's successors and assigns,
whether or not the Claim or Interest of that holder is impaired
under the Plan or whether or not the holder has voted to accept
the Plan.

                BF Holdings' Objection Overruled

BF Claims Holdings I LLC objected to the confirmation of the
Debtors' Plan of Reorganization arguing that the Plan is not
confirmable because it violates (i) Section 1129(a)(1) of the
Bankruptcy Code because it fails to comply with Sections
1123(a)(4), 1123(a)(6), 1123(a)(7) and 1129(a)(5)(A); and
(ii) the Section 119(a)(3) "good faith" requirement as a result
of post-emergence corporate governance mechanisms proposed by the
Debtors.

BFCH or BF Holdings also argued that changes made to the Plan
after creditor voting -- changes designed to address some of BF
Holdings' objections -- are material adverse changes in violation
of Section 1127 of the Bankruptcy Code and Rule 3019 of the
Federal Rules of Bankruptcy Procedure, requiring re-solicitation
and balloting.  In response to BF Holdings' objection, the
Debtors argued that it "lacks standing to object to the Plan
since it acquired its claims without complying with the transfer
notice requirements of the Bankruptcy Rules and a trading order
in place in these [C]hapter 11 cases."

Several other parties also raised formal or informal objections
to the Plan, which were either resolved by modification or
stipulation, or overruled at the Confirmation Hearing.

According to Judge Martin Glenn, although BF Holdings may
disagree with the corporate governance provisions proposed by the
Debtors with the agreement of the Official Committee of Unsecured
Creditors, it has not set forth any evidence that the Plan was
not negotiated and proposed with honesty and good intentions.

The Court, after hearing arguments from all parties-in-interest
during the January 14 confirmation hearing, concludes that the
Plan complies with all sections required for confirmation.  BF
Holdings' objection is overruled for lack of standing and on the
merits.

In holding that BF Holdings lack standing to raise the objection,
Judge Glenn notes that Kitty Hawk Onshore Fund LP, Kitty Hawk
Master Fund Ltd., Kitty Hawk Master Fund II Ltd., and Brigade
Leveraged Capital Structures Fund Ltd. -- the "Brigade
Affiliates" -- transferred certain claims -- "BF Claims" -- to BF
Holdings sometime between December 23, 2010 and the Confirmation
Hearing without filing the appropriate transfer notices and
claims acquisition notices in contravention of Rule 3001(e)(2)
and the order set in the Debtors' cases governing the trading in
claims and equity securities.

BF Claims Holdings argued that the eleventh hour modification to
the Plan that the Shareholders' Agreement applied to all Class 3
creditors, rather than just those receiving 5% or more of the New
Common Stock, was a material modification that required
resolicitation.  The Court, concurring with the Debtors,
concluded that those modifications were not material
modifications that require resolicitation, noting, among other
things, that the modification affects a small number of creditors
that will be entitled to receive New Common Stock.

On BF Holdings' objection that the Debtors have not satisfied
Section 1129(a), the Court held, among others things, that:

  -- while the Shareholders' Agreement does in fact raise
     legitimate concerns regarding a shareholder's ability to
     participate in the future corporate governance of the
     post-emergence Debtors, the purpose and intent of the
     Shareholders' Agreement was not to disenfranchise voting;

  -- the Official Committee of Unsecured Creditors describes in
     detail the process by which the proposed Board was
     selected, including solicitation of nominations from
     members of the Creditors Committee, appointment of a board
     composition sub-committee and consideration of
     approximately 30 potential candidates, and eventually
     selecting six members, all of whom were ratified by the
     full Creditors' Committee; and

  -- BF Claims Holdings has not cited any cases, and the Court
     was unable to locate any, where a plan was not confirmed
     because members of a proposed board failed to have an
     economic interest in the success of the company.

Based on the facts of the Debtors' unique case where: (1) the
Debtors are subject to both the Transportation Code and the
Bankruptcy Code; and (2) have developed a distribution scheme
that provides for distribution of New Common Stock to U.S.
Citizens and New Warrants to Non-U.S. Citizens while the claims
resolution process takes place, the Debtors have met their burden
of proving all elements of Section 1129 necessary for
confirmation of the Plan, the Court ruled.

For the reasons stated, BF Holdings' Plan Confirmation Objection
is overruled.

A copy of Judge Glenn's Memorandum of Opinion dated January 20,
2011 is available for free at http://is.gd.63Gnni

                        About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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


MESA AIR: Pilots Commit to Successful Emergence from Ch. 11
-----------------------------------------------------------
First Officer Marcin Kolodziejczyk, chairman of the Mesa Air Group
(MAG) unit of the Air Line Pilots Association, Int'l (ALPA),
issued the following statement after the announcement today that
the U.S. Bankruptcy Court confirmed MAG's Plan of Reorganization.

The company is expected to emerge from bankruptcy as a stand-alone
airline as early as February 2011.

"Mesa Air Group pilots welcome the announcement that the U.S.
Bankruptcy Court has approved our airline's reorganization plan.
We look forward to continuing to work tirelessly together with our
management to ensure that MAG gains financial strength and
sustainability while at the same time recognizes the pilots'
contribution and commitment to our airline.

"Once MAG emerges from bankruptcy, we may face challenges in
achieving our common goal of making Mesa a strong airline in a
competitive market, but our company has a powerful edge--its
people.  Despite the uncertainties of the past year, MAG has
continued to provide excellent service to our partners and
passengers; this is a direct result of the hard work, focus, and
dedication of our pilots and the other employees.  We are proud of
our achievements and the accolades we have received from our
partners.  We hope management also recognizes our contributions
throughout this challenging process.

"Just 12 short months ago, MAG filed for bankruptcy protection and
began the process to restructure its fleet and debt to meet the
flying needs of our partners and the opportunities for future
business.  Bankruptcy was a painful process, resulting in, among
other things, nearly 500 of our pilots being furloughed.  The
confirmation of MAG's plan is the first step toward emerging from
bankruptcy, rebuilding our company, and bringing our pilots back
to work.

"There's still much work to be done, and we hope that the company
will be able to implement the confirmation order and emerge from
bankruptcy in relatively short order.  The union took an active
role throughout the bankruptcy process, and we will remain
vigilant to protect our pilots' rights.  We look forward to
building a first-rate regional airline with a company that values
its employees and provides exceptional service to its partners and
passengers."

ALPA represents nearly 53,000 pilots at 38 airlines in the United
States and Canada, including the nearly 1,400 pilots--and 494 who
are on furlough--at Mesa Air Group. Mesa Air Group includes Mesa
Airlines, Freedom Airlines, and go!, the company's interisland
carrier in Hawaii.  Pilots fly as United Express, US Airways
Express, and go!.

                         About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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


MESA AIR: Wins Approval to Assume Bombardier Purchase Agreement
---------------------------------------------------------------
Mesa Air Group Inc. and its affiliated debtors received approval
from the Bankruptcy Court (i) to assume, as amended, the Master
Purchase Agreement 497, dated May 18, 2001, between Mesa Air
Group, Inc., and Bombardier Inc., (ii) to settle certain claims of
the Debtors and Bombardier arising under the Master Purchase
Agreement, and (iii) to settle certain claims of Bombardier
Capital Inc. and Bombardier Services Corporation against the
Debtors.

Bombardier Inc. is the manufacturer of the aircraft currently in
the Debtors' fleet.  The Master Purchase Agreement is one of the
key agreements governing the parties' relationship.  It governed
the purchase of Canadian Regional Jets models 700 and 900.  Since
2001, the Debtors have purchased 38 CRJ-900 aircraft and 20 CRJ-
700 aircraft pursuant to the Master Purchase Agreement.  As of
the Petition Date, the Debtors were still obligated to purchase
10 additional CRJ-700 under the terms of the Master Purchase
Agreement.

The Bombardier Claims are:

  Claimant         Debtor          Claim No.  Claim Amount
  --------         ------          ---------  ------------
  Bombardier Inc.  Mesa Air Group     1079    $310,838,819
  Bombardier Inc.  Mesa Airlines      1082               -
  Bombardier Inc.  Mesa Air Group     1080      15,865,000
  Bombardier Inc.  Mesa Airlines      1083      15,865,000
  BCI              Mesa Airlines      1100      28,777,601
  BCI              Mesa Air Group     1076      28,777,601
  BCI              Mesa Airlines      1074         186,053
  BSC              Mesa Airlines      1077      31,244,506
  BSC              Mesa Air Group     1078      31,244,506
  BSC              Mesa Airlines      1089         392,387

In connection with the assumption of the Master Purchase
Agreement, the Debtors and Bombardier executed a term sheet
containing the salient terms of the proposed amendment to the
agreement.

According to John W. Lucas, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the assumption of the Master Purchase
Agreement includes a settlement of the outstanding rights and
obligations between the Debtors and Bombardier under the Master
Agreement, and an agreement to work in good faith to resolve
additional claims asserted against the Debtors by Bombardier.

The Court has also authorized the Debtors to file under seal an
unredacted copy of the term sheet containing the salient terms of
the proposed amendment to the agreement.  The Debtors will make
the unredacted Term Sheet and the unredacted change order 24
relating to the Master Purchase Agreement available to the Court,
the U.S. Trustee, and to the professionals of the Official
Committee of Unsecured Creditors.

The effectiveness of the Term Sheet and the enforceability of
Change Order 24 against the Debtors are expressly conditioned on
the satisfaction of the Pre-Effective Date Conditions and the
Conditions to Continued Effectiveness contained in the Term
Sheet.  The limited releases set forth in the Term Sheet, as will
amend the Master Purchase Agreement, are also approved.

As a result of the amendment to the Master Purchase Agreement,
Bombardier will have an allowed non-priority, general unsecured
claim against Mesa Air Group, Inc., for $74,500,000 and will be
treated in accordance with the distributions under the Plan for
Class 3(a), subject to confirmation of the Plan.

Claim No. 1100 filed by BCI against Mesa Airlines, Inc., for
$23,555,825, and Claim No. 1076 filed by Mesa Air Group, for
$23,555,825, each amended by the agreement, are allowed and not
subject to further objection by any party-in-interest and will be
treated in accordance with the distributions under the Plan for
Classes 3(a) and 3(e), as applicable, subject to confirmation of
the Plan.

Pursuant to Section 553(a) of the Bankruptcy Code, Mesa Air Group
and Bombardier are also authorized to set off any outstanding
obligations under the Master Purchase Agreement, as provided by
the Term Sheet.  These amounts and the set-off will not be
subject to reduction, disgorgement or avoidance of any kind.
However, Bombardier will not set off any obligations that it owes
Mesa Air Group under the Master Purchase Agreement, as amended by
the Term Sheet, against the General Unsecured Claim.  As a result
of the set-off, Claim Nos. 1080 and 1083 are expunged and
disallowed.

BSC is authorized to set off the BSC Security Deposit in the
amount of $1,001,773, and this amount and the set-off will not be
subject to reduction, disgorgement or avoidance of any kind.
After giving effect to the set-off, Claim No. 1077 for $7,300,351
and Claim No. 1078 for $7,300,351, each amended by the
agreements, are allowed and not subject to further objection by
any party-in-interest, and will be treated in accordance with the
distributions under the Plan for Classes 3(a) and 3(e), subject
to Plan confirmation.

These claims are also allowed and are not subject to further
objection by any party-in-interest.  These claims will be treated
in accordance with the distributions under the Plan for Class
3(a), subject to Plan confirmation.

    * Claim No. 1074, $186,053; and
    * Claim No. 1089, $392,387.

These claims are not affected:

    * Claim Nos. 1080, 1083, 1084, 1147 and 1148, each in an
      unliquidated amount, filed by Bombardier;

    * Claim Nos. 1075, 1099 and 1428, in an aggregate amount of
      $21,656,318, filed by BCI;

    * Claim Nos. 1446 and 1453 filed by BSC in an approximate
      aggregate amount of $3,100,000; and

    * Claim Nos. 1087 and 1088 filed by Investissement Quebec,
      each in an unliquidated amount.

                        About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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


MESA AIR: BF Claims Holdings I Now Substantial Claimholder
----------------------------------------------------------
BF Claims Holdings I LLC notified that Court that it has become a
substantial claimholder with respect to claims against Mesa Air
Group, Inc., and its debtor affiliates.

As of January 4, 2011, BFCH or BF Holdings beneficially owns
claims in the aggregate principal amount of $47,618,273 against
the Debtors.

                        About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

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

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

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


MEXICANA AIRLINES: Makes Two Test Flights, Hopes for Return
-----------------------------------------------------------
Paul Kiernan at Dow Jones Newswires reports that Compania Mexicana
de Aviacion or Mexicana Airlines carried out two test flights in
what authorities hope to be a harbinger of the company's eventual
relaunch.

According to the report, Labor Minister Javier Lozano said two
Airbus A320s, operated by Mexicana, flew to Acapulco from Mexico
City and back to re-certify their engines.  "Next week there will
be more Mexicana flights for the company's certification," Dow
Jones quoted Mr. Lozano as saying.

Mexicana Airlines, the report notes, grounded in August after
filing for bankruptcy protection, missed an initial goal to fly
again by December.  Since then, Dow Jones relates that Mr. Lozano
and his counterparts at the Communications and Transportation
Ministry have set -- and subsequently pushed back -- new deadlines
for Mexico's former leading airline group to resume operations.

Dow Jones recounts authorities last year approved of a
restructuring plan for Mexicana presented by PC Capital, a local
private equity firm.  Under the plan, the report relates, Mexicana
Airline would reduce its fleet to a fraction of the former size,
exclusively fly Airbus A320 aircraft, and focus only on
profitable, high-traffic routes.

As reported in the Troubled Company Reporter-Latin America on
January 10, 2011, The Latin America Herald said that Mexicana
Airlines is nearing an agreement with its creditors.  Fifty-one
percent of them -- including state-owned bank Bancomext, Banorte
and government-owned Aeropuertos y Servicios Auxiliares, which
oversees Mexico's airports -- have expressed a willingness to sign
a restructuring agreement, Mr. Trevino said, according to Latin
America Herald.

                    About Mexicana Airlines

Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/--is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico.  Founded in 1921, Mexicana
is the oldest commercial carrier in North America.  Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.

Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).

Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010.  In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.

Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than US$1
billion.  William C. Heuer, Esq., at Duane Morris LLP, serves as
counsel to Ms. Johansen.

Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings did
not affect the operations of Click Mexicana and Mexicana Link,
which are independent companies from Mexicana de Aviacion.


MGM RESORTS: Dubai World Has 5.3% Equity Stake
----------------------------------------------
Dubai World said it beneficially owns 26,048,738 shares of MGM
Resorts International common stock representing 5.3% of the shares
outstanding.  At November 1, 2010, there were 482,369,501 shares
of the Company outstanding.

Other affiliates of Dubai World also own shares of common stock of
the Company:

                                          Shares         Equity
                                     Beneficially Owned  Stake
                                     ------------------  ------
Infinity World Investments LLC           14,548,738      3.0%
Infinity World Cayman Investments Corp.  14,548,738      3.0%
Infinity World (Cayman) L.P.             26,048,738      5.3%
Infinity World (Cayman) Holding          26,048,738      5.3%
Infinity World Holding Ltd.              26,048,738      5.3%

Effective as of December 12, 2010, the Board of Directors of Dubai
World has been replaced by the following individuals:

   -- Sheikh Ahmed bin Saeed Al Maktoum is the Chairman of Dubai
      World.  Mr. Maktoum is also a member of the Board of
      Directors of Dubai World.  Mr. Maktoum is a resident and
      citizen of United Arab Emirates.

   -- Mohammed Ibrahim Al Shaibani is a member of the Board of
      Directors of Dubai World.  Mr. Shaibani is also the Director
      General of H.H.  The Ruler's Court, Dubai, whose address is
      Ruler's Court in Bur Dubai, United Arab Emirates.  Mr.
      Shaibani is a resident and citizen of United Arab Emirates.

   -- Ahmed Humaid Al Tayer is a member of the Board of Directors
      of Dubai World.  Mr. Tayer is also the Governor of Dubai
      International Financial Centre, whose address is DIFC, The
      Gate, 14th Floor, Dubai, United Arab Emirates.  Mr. Tayer is
      a resident and citizen of United Arab Emirates.

   -- Abdulrahman Al Saleh is a member of the Board of Directors
      of Dubai World.  Mr. Saleh is the Director General of the
      Department of Finance in Dubai, whose address is Ruler's
      Court in Bur Dubai, United Arab Emirates.  Mr. Saleh is a
      resident and citizen of United Arab Emirates.

   -- Hamad Mubarak Buamim is a member of the Board of Directors
      of Dubai World.  Mr. Buamim is also the Director General of
      the Dubai Chamber of Commerce & Industry, whose address is
      Baniyas Road, Deira, PO Box 115522, Dubai, United Arab
      Emirates.  Mr. Buamim is a resident and citizen of United
      Arab Emirates.

   -- Saadi Abdulrahin Hassan Al Rais is a member of the Board of
      Directors of Dubai World.  Mr. Rais is also a Partner and
      Managing Director at Rais Hassan Saadi Group, whose address
      is Rais Hassan Saadi Building, Mankhool Road, Dubai, United
      Arab Emirates.  Mr. Rais is a resident and citizen of United
      Arab Emirates.

   -- Soon Young Chang is a member of the Board of Directors of
      Dubai World.  Dr. Chang is also the Chairman of MIDAS
      International Asset Management Company, whose address is
      Hana Securities Building, Yoido Dong, Seoul, Korea.  Dr.
      Chang is a resident and citizen of Korea.

                         About MGM Resorts

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

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

                         *     *     *

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

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

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


MILLER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Miller Brothers Ltd. LLC
        3207 Paces Ferry Place NW
        Atlanta, GA 30305

Bankruptcy Case No.: 11-51665

Chapter 11 Petition Date: January 20, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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/ganb11-51665.pdf

The petition was signed by Gregory S. Miller, co-manager.


MIRALINK CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MiraLink Corporation
        6835 SE 78th Ave
        Portland, OR 97206

Bankruptcy Case No.: 11-30404

Chapter 11 Petition Date: January 20, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.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/orb11-30404.pdf

The petition was signed by Ronald D. McCabe, president, chief
executive officer.


MJR ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MJR Electrical Ltd.
        2517 E. Turkeyfoot Lake
        Uniontown, OH 44685

Bankruptcy Case No.: 11-50189

Chapter 11 Petition Date: January 20, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: David A. Mucklow, Esq
                  4882 Mayfair Rd
                  North Canton, OH 44720
                  Tel: (330) 896-8190
                  Fax: (330) 896-8201
                  E-mail: davidamucklow@yahoo.com

Scheduled Assets: $1,143,529

Scheduled Debts: $742,900

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-50189.pdf

The petition was signed by Michael J. Rathbun, president.


MOLECULAR INSIGHT: Nasdaq to Delist Common Stock Effective Jan. 31
------------------------------------------------------------------
The Nasdaq Stock Market, LLC, in a Form 25-NSE filing dated
January 21, 2011, reports that it has determined to remove from
listing the common stock of Molecular Insight Pharmaceuticals,
Inc., effective at the opening of the trading session on
January 31, 2011.  Based on review of information provided by the
Company, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to Listing Rules
5101, 5110(b), and IM-5101-1.  The Company was notified of the
Staff's determination on December 10, 2010.  The Company did not
appeal the Staff determination to the Hearings Panel, and the
Staff determination to delist the Company became final on
December 21, 2010.

On December 10, 2010, the Company received notification from
Nasdaq that due to its filing of a petition for protection under
Chapter 11 of the U.S. Bankruptcy Code, trading of the Company's
common stock will be suspended at the opening of business on
December 21, 2010, and that the Company's common stock will be
delisted from the Nasdaq Stock Market that same day pursuant to
Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1.

                     About Molecular Insight

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

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


MOUNTAIN PROVINCE: Initiates Exploration at Kennady Project
-----------------------------------------------------------
Mountain Province Diamonds Inc. announced plans for work to be
completed on the Company's 100%-owned Kennady North Project, which
is located immediately to the north and west of the Gahcho Kue
Project, a joint venture between Mountain Province and De Beers
Canada Inc.

The Kennady North Project consists of five mining leases and eight
mineral claims, an area of approximately 30,374 acres.  The
property hosts the Kelvin, Faraday and Hobbes kimberlites, which
were discovered approximately ten years ago and are located
between 7 km and 12 km northeast of the Gahcho Kue kimberlite
cluster.  The land package falls within the boundaries of the
original AK claims staked in 1992 that originally comprised
520,000 acres.  Since 2006, when Mountain Province recovered a
100% interest in the Kennady North Project, no further exploration
activity has taken place.  During that period the Company's
primary focus has been on the advancement of the Gahcho Kue
Project.

A desktop study is currently underway to compile and review all of
the previous work completed on Kennady North.  The comprehensive
database will allow Mountain Province to fast track and fine tune
its future exploration plans in an efficient and cost effective
manner.  The results will be used to design and implement an
exploration program on the Kennedy North Project, which is
expected to commence in the coming months.  Once confirmed,
details of these activities will be announced.

Located in Canada's Northwest Territories, Gahcho Kue is one of
the largest new diamond projects under development globally.  The
project consists of a cluster of kimberlites, three of which have
an indicated resource of approximately 30.2 million tonnes grading
at 1.67 carats per tonne (approximately 50.5 million carats) and
an inferred resource of approximately 6 million tonnes grading at
1.73 carats per tonne (approximately 10.3 million carats).
Mineral resources that are not mineral reserves do not have
demonstrated economic viability.  Results of an independent
feasibility study of the Gahcho Kue Project were announced on
December 7, 2010, and the Gahcho Kue EIS was filed on December 23,
2010.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet as of June 30, 2010, showed
C$95.8 million in total assets, C$13.9 million in total
liabilities, and stockholders' equity of C$81.9 million.

                         *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


NEC HOLDINGS: Resolves Dispute With Gores on Adjustments
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope Corp. and Gores Group LLC, the
purchaser of NEC's business, settled most of their disputes over a
working capital adjustment following the sale.

According to the report, as part of the deal, from the
$14 million held in escrow from the purchase price, NEC will
receive $5.1 million while $5.4 million goes to the buyer.  They
will try to resolve disputes over the remaining $3.5 million that
relates to intellectual property.  If there is no settlement, a
bankruptcy judge will rule on whether he or an arbitrator should
decide who is entitled to the remainder in the escrow fund.

Mr. Rochelle recounts that NEC alleged last month that Gores was
attempting to "massively reduce" the purchase price and in the
process eliminate a recovery by unsecured creditors. Gores filed a
cross-motion saying the dispute should be submitted to
arbitration.

The contract had a sticker price of $208 million, including cash
of $149.85 million.

                         About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D.
Del. Lead Case No. 10-11890).  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-
counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in a
roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEUROLOGIX INC: Extends Ohio Research Pact Until November
---------------------------------------------------------
On January 18, 2011, Neurologix, Inc. entered into a Fourth
Amendment to its Master Sponsored Research Agreement, dated as of
May 10, 2006, with The Ohio State University Research Foundation,
on behalf of Ohio State University, as amended by the Amendment to
Master Sponsored Research Agreement, dated as of May 29, 2008, the
Second Amendment to Master Sponsored Research Agreement, dated as
of October 29, 2008, and the Third Amendment to Master Sponsored
Research Agreement, dated as of September 24, 2009.  The Fourth
Amendment, among other things, extends the term of the Research
Agreement to November 10, 2011.   A full-text copy of the Fourth
Amendment is available for free at:

               http://ResearchArchives.com/t/s?726b

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company's balance sheet at June 30, 2010, showed $5.8 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $2.1 million.

                         *     *     *

BDO Seidman, LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has suffered recurring losses from operations, expects to incur
future losses for the foreseeable future and has a net capital
deficiency.


NEW DRAGON: Faces NYSE Delisting After No Stockholders' Meet
------------------------------------------------------------
New Dragon Asia Corporation received a letter from NYSE Amex LLC
indicating that it is below certain of the Exchange's continued
listing standards because it failed to hold an annual meeting of
its stockholders during 2010 as set forth in Section 704 of the
NYSE Amex Company Guide.  The Company was afforded the opportunity
to submit a plan of compliance to the Exchange by February 17,
2011 to demonstrate the Company's ability to regain compliance
with Section 704 of the Company Guide by July 18, 2011.  If the
Company does not submit a plan or if the plan is not accepted by
the Exchange, the Company will be subject to delisting procedures
as set forth in Section 1010 and part 12 of the Company Guide.

The Company intends to submit a plan to the Exchange and to hold
its annual meeting of stockholders to regain compliance with the
Exchange's listing standards.  The Company's ability to hold its
2010 annual meeting of stockholders is subject to clearance by the
Securities and Exchange Commission of the Company's preliminary
proxy statement on Schedule 14A relating to the 2010 annual
meeting of stockholders.

                           About NWD

New Dragon Asia Corp., a Florida corporation, is headquartered in
Shandong Province, China and is engaged in the milling, sale and
distribution of flour and related products, including instant
noodles and soybean-derived products, to retail and commercial
customers.  As the fourth largest instant noodle manufacturer in
China, New Dragon Asia markets its well-established Long Feng
brand through a network of more than 200 key distributors and 16
regional offices in 27 Chinese provinces with an aggregate
production capacity of approximately 195,000 tons of flour and
more than 1.1 billion packages of instant noodles per year.


NEXAIRA WIRELESS: Extends Expiry of 1.57MM Warrants to 2013
-----------------------------------------------------------
On January 14, 2011, Nexaira Wireless Inc. agreed to extend the
expiry date of 1,575,000 warrants from January 15, 2011 to January
15, 2013.  The warrants were originally issued on September 29,
2009 in connection with the closing of the share exchange
agreement with our wholly-owned subsidiary, Westside Publishing
Ltd., an Ontario corporation, NexAira Inc., NexAira's wholly-owned
subsidiary, NexAira, Inc., the shareholders of NexAira as set out
in Schedule 1 to the share exchange agreement, 0793296 B.C. Ltd.,
and 885084 Alberta Inc.

Also on January 14, 2011, the Company issued 1,129,034 warrants to
a company wholly owned by one of our directors, entitling it to
purchase 1,129,034 common shares of the company at an exercisable
price of US$0.20 per share at any time until January 15, 2013.
The Company issued the warrants to one non-U.S. person as that
term is defined in Regulation S of the Securities Act of 1933, as
amended in an offshore transaction relying on Regulation S or
Section 4(2) of the Act.

                       About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- does business through its San
Diego based operating subsidiary Nexaira, Inc.  Nexaira, Inc.,
develops and delivers third and fourth generation (3G/4G) Wireless
Routing Solutions that offer speed, reliability and security to
carriers, mobile operators, service providers, value added
resellers (VARS) and enterprise customers.

The Company's balance sheet as of July 31, 2010, showed
US$1.8 million in total assets, US$3.6 million in total
liabilities, and a stockholders' deficit of US$1.8 million.

As reported in the Troubled Company Reporter on February 1, 2010,
BDO Seidman, LLP, in San Diego, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended October 31, 2009.  The
independent auditors noted of the Company's losses from
operations, negative cash flow from operations, and working
capital and net capital deficits.


NEXAIRA WIRELESS: Issues Common Stock to Novatel to Settle Debt
---------------------------------------------------------------
On January 13, 2011, Nexaira Wireless Inc. entered into a debt
settlement and subscription agreement with Nexaira, Inc., the
Company's wholly owned subsidiary and Novatel Wireless, Inc. and
the company issued shares of its common stock to Novatel in
settlement of $621,481 debt owing by its subsidiary to Novatel.

The Company issued 1,500,000 shares of its common stock at a
deemed price of $0.10 per share and 2,357,406 shares of its common
stock at a deemed price of $0.20 per share.

The Company issued the shares to one U.S. person, who was an
accredited investor.

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- does business through its San
Diego based operating subsidiary Nexaira, Inc.  Nexaira, Inc.,
develops and delivers third and fourth generation (3G/4G) Wireless
Routing Solutions that offer speed, reliability and security to
carriers, mobile operators, service providers, value added
resellers (VARS) and enterprise customers.

The Company's balance sheet as of July 31, 2010, showed
US$1.8 million in total assets, US$3.6 million in total
liabilities, and a stockholders' deficit of US$1.8 million.

As reported in the Troubled Company Reporter on February 1, 2010,
BDO Seidman, LLP, in San Diego, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its results for the fiscal year ended October 31, 2009.  The
independent auditors noted of the Company's losses from
operations, negative cash flow from operations, and working
capital and net capital deficits.


NORTH GENERAL: Plan Outline OK'd; Feb. 15 Confirmation Hearing Set
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on January 13, 2011, the disclosure statement explaining
North General Hospital and its affiliated debtors' Plan of
Liquidation, dated January 10, 2011.

The Plan provides for payment in full of Administration and
Priority Claims.  Class 1, Secured Claims, consists of two (2)
subclasses: (i) Dormitory Authority of the State of New York, who
is undersecured and Impaired and, therefore entitled to vote on
the Plan and (ii) the New York City Water Board, which is
oversecured and unimpaired, and the PBGC, which is undersecured
and Impaired.  There are no Class 2, Priority Tax Claimants.  The
two (2) subclasses of Class 3, General Unsecured Claims are
Impaired and entitled to vote on the Plan.  There will be no
distribution to Class 4, Membership Interests.

The Voting Deadline will be on February 10, 2011, at 5:00 p.m.
The Debtors may extend the Voting Deadline, if necessary, without
further order of the Court, to a date that is no later than two
days before the Confirmation Hearing by publishing on
http://dm.epiqll.com/NGHan announcement of the extension.

On or before January 28, 2011, at 5:00 p.m., the Debtors will file
and serve a Plan Supplement, which will contain the identity of
the Liquidation Trustee and information concerning the Liquidating
Trust Agreement, the Liquidation Trustee Employment Agreement, and
the mediation procedures for resolution of medical malpractice
claims.

The Confirmation Hearing will be held at 10:00 a.m. on
February 15, 2011.  Objections to confirmation of the Plan or
proposed modifications to the Plan, if any, must be filed,
together with proof of service, with the Court electronically in
accordance with the Case Management Order and served on the
parties listed in the Confirmation Hearing Notice, on or before
February 10, 2011 at 5:00 p.m.

No later than February 13, 2011, at 3:00 p.m., the Debtors will
file: (a) any consolidated reply to any objections to the Plan;
and (b) the vote tabulation certification.

A copy of the amended order approving the Revised Second Amended
Disclosure Statement is available for free at:

     http://bankrupt.com/misc/NorthGeneral.AmendedDSOrder.pdf

A copy of the Revised Second Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/NorthGeneral.AmendedDS.pdf

                      About North General

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553).  Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the
Debtor in its restructuring effort.  Garfunkel Wild, P.C., is the
Debtor's special healthcare and regulatory counsel.  Healthcare
Management Solutions, LLC, is the Debtor's financial and
healthcare reimbursement manager.  Alston & Bird, LLP, serves as
the Official Committee of Unsecured Creditors' counsel.  NHB
Advisors, Inc., is the financial advisor to the Committee.  The
Company disclosed $67 million in assets and $293 million in
liabilities as of the Petition Date.


OCEAN INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ocean Investments, Inc.
        1001 Fairview Avenue N, Suite 1400
        Seattle, WA 98109

Bankruptcy Case No.: 11-10628

Chapter 11 Petition Date: January 21, 2011

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

Debtor's Counsel: Jerome Shulkin, Esq.
                  SHULKIN HUTTON INC PS
                  7525 SE 24th St Ste 330
                  Mercer Island, WA 98040
                  Tel: (206) 623-3515
                  E-mail: mepelbaum@shulkin.com

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

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

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

The petition was signed by D.P. Mickelson, registered agent &
agent.


OVERSEAS SHIPHOLDING: S&P Revises Unsecured Recovery Rating to '3'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovering rating
on New York City-based Overseas Shipholding Group Inc.'s (OSG)
senior unsecured debt to '3' from '4', indicating S&P's
expectation that lenders will receive a meaningful (50%-70%)
recovery in a payment default scenario.  The 'B' long-term
corporate rating and the 'B' rating on the Company's senior
unsecured debt remain unchanged.  The outlook is stable.

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

OSG is one of the world's leading liquid bulk shipping companies,
engaged primarily in the ocean transportation of crude oil and
petroleum products in the international market and the domestic
U.S. flag trade.  As of Oct. 31, 2010, the Company operated a
fleet of 111 vessels (63 owned, 48 chartered-in), totaling about
12.2 million deadweight tons.  In addition to its current
operating fleet, the Company will take delivery of 13 vessels
(three chartered-in under operating leases and 10 newbuilds)
through 2013, bringing the total operating and newbuild fleet to
124 vessels.


P&M SPOKANE: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: P&M Spokane Properties, LLC
        820 A Street, Suite 300
        Tacoma, WA 98402

Bankruptcy Case No.: 11-00243

Chapter 11 Petition Date: January 20, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Dan Orourke, Esq.
                  SOUTHWELL & OROURKE
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  E-mail: dorourke@southwellorourke.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Green Johnny, LLC                                $32,739
P.O. Box 48542
Spokane, WA 99208

The petition was signed by William Stegeman.


PALMAS COUNTRY: Amended Plan Deletes 3rd Party Release Provision
----------------------------------------------------------------
Palmas Country Club, Inc., on January 7, 2011, filed an amended
plan of reorganization with the U.S. Bankruptcy Court for the
District of Puerto Rico, in compliance with the Court's
December 22, 2010 order requiring it to file an amended Plan of
Reorganization deleting the discharge language conforming it to 11
U.S.C. Section 1141, and deleting the third-party release
provision.

Under the original plan, the Plan was to be funded by by a
contribution of $198,000 from Palmas del Mar Properties, Inc., the
Debtor's parent company, in exchange for the entry of releases and
permanent injunctions in favor of TDF and PCCI, their successors,
assigns, shareholders, parents and affiliates, agents and their
directors, officers and employees.  The releases and injunctions,
if entered, would have limited the rights of holders of claims
against the Released Parties.

If the Amended Plan complies with the above, that is, deletes the
discharge language, deletes the third party releases, and is
sufficiently funded to pay all priority claims, including CRIM,
utilities, taxes, and deposits (if found to have a priority
status), the Court said the plan may then be confirmed without
further hearing.  Should the plan be insufficiently funded on
account of a decision by the court finding that the (membership)
deposits enjoy priority status, then confirmation will be denied
and the court will enter an order converting the case to
Chapter 7.

Pursuant to the Plan, all of the Debtor's Secured Creditors under
Class 3, except the amounts owed pursuant to the TDF Loan
Agreement, will be deemed to have been paid in full out of the
proceeds from the sale of substantially all of the Debtor's assets
to TDF.

TDF's Class 4 secured claims under the TDF Loan Agreement will be
paid through the surrender of any remaining cash collateral that
is not transferred to TDF at the closing of the Sale in one lump
sum payment to be made on or before thirty (30) days after the
Effective Date of the Plan.  Any resulting Deficiency Claim will
be deemed an unsecured claim in Class 6.  TDF, however, has
voluntarily elected to forgo any dividend for its Deficiency
Claim.

Unsecured Creditors under Class 6 will be paid on or before thirty
(30) days after the Effective Date of the Plan their pro rata
share of the remaining funds from the TDF Contribution after
payment in full of Class 1 and Class 2.  Unsecured Creditors with
no executory contract have claims totaling roughly $760,613.

Parent Company Loans under Class 8 will not receive a distribution
under the Debtor's Plan.

Holders of Equity Interests in Class 9 will not receive a
distribution under Debtor's Plan and will be deemed canceled as of
the Effective Date of the Plan.

The funds for the payment to Debtor's creditors will originate
from the $150,000 to be contributed to the Plan by
TDF.

A copy of the Chapter 11 Plan, as amended, is available for free
at http://bankrupt.com/misc/PalmasCountry.AmendedPlan.pdf

                 About Palmas Country Club, Inc.

Humacao, Puerto Rico-based Palmas Country Club, Inc., owns certain
real estate facilities located in Palmas del Mar, Humacao, Puerto
Rico, consisting of an 18 hole championship golf course known as
the Flamboyan Course, an 18 hole golf course known as Palm Course,
a 22,200 square feet golf clubhouse, a 5,600 square feet beach
club house, a tennis club, and other related facilities.

Palmas filed for Chapter 11 bankruptcy protection on August 4,
2010 (Bankr. D. P.R. Case No. 10-07072).  Alexis Fuentes-
Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its
restructuring effort.  The Debtor disclosed $23,973,011 in assets
and $58,546,398 in liabilities as of the Petition Date.


ROSELAND VILLAGE: Filed for Chapter 11 to Stop Foreclosure
----------------------------------------------------------
Gwen Sadler at Chesterfield Observer, citing Richmond BizSense,
reports that Roseland Village LLC filed for Chapter 11 bankruptcy
after its financing was not renewed by lenders.  "We are faced
with the decision of either having this syndicate of banks seize
the property as collateral for the loan or petition the court for
approval of a long-term plan that facilitates the timely and
orderly development of infrastructure on this important piece of
property," George Sowers Jr., manager and member of Roseland
Village, was quoted as stating.

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection on January 13, 2011 (Bankr.
E.D. Va. Case No. 11-30223).  Bruce E. Arkema, Esq., at
Durrettebradshaw, PLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million.


ROSELAND VILLAGE: Section 341(a) Meeting Scheduled for Feb. 11
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Roseland
Village, LLC's creditors on February 11, 2011, at 9:00 p.m.  The
meeting will be held at the Office of the U.S. Trustee, 701 East
Broad Street, Suite 4300, Richmond, Virginia.

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

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

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection on January 13, 2011 (Bankr.
E.D. Va. Case No. 11-30223).  Bruce E. Arkema, Esq., at
Durrettebradshaw, PLC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million.


ROSELAND VILLAGE: Taps DurretteBradshaw as Bankruptcy Counsel
-------------------------------------------------------------
Roseland Village, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
DurretteBradshaw PLC, a Professional Limited Liability Company, as
bankruptcy counsel.

DurretteBradshaw will render general legal services to the Debtor
as needed throughout the course of the Chapter 11 case, including
bankruptcy and restructuring, finance, litigation, and tax
assistance and advice.

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

    Bruce E. Arkema, Partner             $325
    Kevin J. Funk, Associate             $225
    Beth McMillen, Legal Secretary        $75

Bruce E. Arkema, Esq., a principal at DurretteBradshaw, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Midlothian, Virginia-based Roseland Village, LLC, filed for
Chapter 11 bankruptcy protection on January 13, 2011 (Bankr.
E.D. Va. Case No. 11-30223).  The Debtor estimated its assets at
$10 million to $50 million.


SATELITES MEXICANOS: To File for Pre-Pack Restructuring in U.S.
---------------------------------------------------------------
Satelites Mexicanos SA has reached an agreement for a pre-packaged
restructuring in the U.S., according to an e-mailed statement to
Bloomberg News.

Bloomberg's Crayton Harrison said Satmex reached an agreement with
the holders of two-thirds of the company's second-priority bonds
and the company will be under Mexican majority control after the
restructuring.  Satmex will issue $325 million in new debt and
sell up to $96 million of equity to second-priority noteholders,
according to the statement.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
satellite service provider in Latin America.  Satmex's fleet
offers hemispheric and regional coverage throughout the Americas.

Satmex balance sheet a June 30, 2010, showed US$438.29 million in
assets, US$516.55 million in liabilities, and a US78.26 million
shareholders' deficit.

Satmex had a net loss of US$6.12 million on US$53.06 million of
revenue for the six months ended June 30, 2010, compared with a
net loss of US$8.81 million on US$50.35 million of revenue for six
months ended June 30, 2009.

Satmex has a 'C' issuer rating and 'Ca' long term corporate family
rating, with negative outlook, from Moody's Investors Service.


SELIM AMERICA: Ch. 11 Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
Howard M. Ehrenberg, the Chapter 11 trustee in the cases of Selim
America, Inc., and Selim Textile, Inc., asks the U.S. Bankruptcy
Court for the Central District of California to convert the
Debtors' cases to that under Chapter 7 of the Bankruptcy Code.

Avi E. Muhtar, Esq., counsel to the Chapter 11 trustee, says the
continuation of the Chapter 11 cases serves no further purpose and
the administrative costs associated with continuing to proceed
under Chapter 11 would only diminish the estate.  He notes that
the Debtors' have no ongoing operations abd substantially all of
the Debtors' assets have been sold.

                        About Selim America

Los Angeles, California-based Selim America Inc., a New York
corporation, is engaged in the business of importing a variety of
textile goods (i.e., yarns and fabrics) from foreign suppliers and
re-selling them to customers within the United States.

The Company filed for Chapter 11 protection on August 23, 2010
(Bankr. C.D. Calif. Case No. 10-45503).  Monica Y. Kim, Esq., who
has an office in Los Angeles, California, represents the Debtor.
The Debtor disclosed $21,936,200 in assets and $53,897,673 in
liabilities as of the Chapter 11 filing.


SENIOR HOUSING: Future Income Stream Constitutes Cash Collateral
----------------------------------------------------------------
Bernard Global Investors, Ltd., seeks to prohibit Senior Housing
Alternatives, Inc.'s use of cash and for relief from the automatic
stay.  The Debtor, meanwhile, seeks a determination that the cash
is free and clear of Bernard's lien or, alternatively, to use cash
collateral if it is subject to Bernard's lien.

The principal issue for decision at this time is whether the
postpetition income stream generated by the Debtor's business
constitutes "cash collateral" within the meaning of Sec. 363 of
the Bankruptcy Code.  Bernard argues that the cash is not cash
collateral because all rights to the income generated by the
Debtor's business were "absolutely" assigned prepetition to
Bernard's predecessor in interest.  The Debtor argues that it
retained some rights in the property even after the assignment and
thus the cash is simply cash collateral that the Debtor may use in
its bankruptcy case so long as Bernard's interest is adequately
protected.

Bankruptcy Judge John C. Cook rules that the postpetition cash
generated from the Debtor's business does constitute cash
collateral within the meaning of Sec. 362.  Judge Cook holds that
the Debtor at the commencement of the bankruptcy case held an
equitable interest in the future income stream generated by the
business, that interest is property of the Debtor's bankruptcy
estate, and the postpetition income constitutes cash collateral
within the meaning of Sec. 363(a) of the Bankruptcy Code.

The Court denies Bernard's request to prohibit the Debtor from
using the income stream due to Bernard's ownership and denies
without prejudice Bernard's request for relief from the automatic
stay on the ground that the Debtor may not use any of the rents.

The Court will leave to the parties' agreement or further
proceedings the issue of whether the Debtor can provide adequate
protection of Bernard's interest in the income stream such that
the Debtor may use the cash collateral.

A copy of the Court's January 19, 2011 Memorandum is available
at http://is.gd/00M5aGfrom Leagle.com.

Senior Housing Alternatives, Inc., dba Summit View, filed for
Chapter 11 bankruptcy (Bankr E.D. Tenn. Case No. 10-15930) on
October 6, 2010.  In its schedules filed together with its
petition, the Debtor listed $161,730 in assets and $5,135 in
liabilities.  A copy of the petition is available at
http://bankrupt.com/misc/tneb10-15930.pdf

The Debtor is represented by:

          Jerrold D. Farinash, Esq.
          KENNEDY, KOONTZ & FARINASH
          320 N. Holtzclaw Avenue
          Chattanooga, TN 37404
          Telephone: (423) 622-4535
          Facsimile: (423) 622-4583


SENSIVIDA MEDICAL: Posts $663,200 Net Loss in November 30 Quarter
-----------------------------------------------------------------
SensiVida Medical Technologies, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $663,219 for the three
months ended November 30, 2010, compared with a net loss of
$309,743 for the same period a year ago.

The Company had no revenues during the three months ending
November 30, 2010, and November 30, 2009.

The Company's balance sheet at November 30, 2010, showed
$2.57 million in total assets, $3.14 million in total liabilities,
all current, and a stockholders' deficit of $571,910.

As reported in the Troubled Company Reporter on June 21, 2010,
Morison Cogen LLP, in Bala Cynwyd, Pa., expressed substantial
doubt about SensiVida Medical's 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 no revenues, incurred significant losses from
operations, has negative working capital and an accumulated
deficit.

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

               http://researcharchives.com/t/s?726d

                     About SensiVida Medical

Based in West Henrietta, New York, SensiVida Medical Technologies,
Inc. (formerly Mediscience Technology Corp.) focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.


SEVERN BANCORP: Swings to $3.3-Mil. Profit in Q4 of 2010
--------------------------------------------------------
Severn Bancorp, Inc., parent company of Severn Savings Bank, FSB,
announced net income of $607,000 for the fourth quarter, an
increase of $3.3 million compared to a net loss of  $2.7 million
for the fourth quarter of 2009.  Net income was $1.2 million, or
($.06) per share for the year ended December 31, 2010, compared to
a net loss of $15.2 million, or ($1.68) per share for the year
ended December 31, 2009.  Earnings per share is calculated using
net income available for common shareholders, which is net income
less preferred stock dividends.  At December 31, 2010, Severn also
continued its trend of regulatory capital ratios exceeding the
levels required to be considered "well capitalized" under
applicable federal banking regulations, including its core
(leverage) ratio of approximately 12.3% compared to the regulatory
requirement of 5% for "well capitalized" status.

"We are happy to report a year over year increase in earnings, and
while we remain cautious about the slow economic recovery, we are
encouraged by positive economic signs, and are pleased with the
results we are seeing with our continued shift toward being a
full-service relationship bank.  Going forward we see particular
opportunity in our ability to assist local businesses on their
road to recovery with our increased emphasis on commercial
lending," said Alan J. Hyatt, president and chief executive
officer.  Mr. Hyatt continued "We will continue our hard work and
our commitment to our vision of being recognized as the premier
community bank by Anne Arundel County residents and businesses."

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SHAILESH JAWALE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shailesh Jawale, D.D.S., A Dental Corp
          dba Pleasant Dental
        928 Pleasant Grove Boulevard, Suite 100
        Roseville, CA 95678

Bankruptcy Case No.: 11-21476

Chapter 11 Petition Date: January 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: John David Maxey, Esq.
                  DUDUGJIAN & MAXEY
                  13 SierraGate Plaza, #B
                  Roseville, CA 95678
                  Tel: (916) 786-7272

Scheduled Assets: $92,418

Scheduled Debts: $1,237,045

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/caeb11-21476.pdf

The petition was signed by Shailesh Jawale, president/agent for
service.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Shailesh Jawale                       10-52340            12/10/10


SPANISH BROADCASTING: Beach Point Capital Has 6.32% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 21, 2011, each of Beach Point Capital
Management LP and Beach Point GP LLC disclosed beneficial
ownership of 2,632,418 shares of Class A common stock of Spanish
Broadcasting System, Inc. representing 6.32% of the shares
outstanding.  As of November 8, 2010, 41,639,805 shares of Class A
common stock, par value $0.0001 per share, 23,403,500 shares of
Class B common stock, par value $0.0001 per share and 380,000
shares of Series C convertible preferred stock, $0.01 par value
per share, which are convertible into 7,600,000 shares of Class A
common stock, were outstanding.

                 About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended September 30, 2010, was approximately $140 million.

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to Caa1 from Caa3 based on improved free cash flow
prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's Caa1 corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPEEDWAY MOTORSPORTS: S&P Puts 'BB' Rating on Proposed Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Speedway Motorsports
Inc.'s (SMI) proposed $150 million senior notes due 2019 S&P's
issue-level rating of 'BB' (at the same level as the corporate
credit rating on the Company).  S&P also assigned this debt a
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default.  The proceeds from the proposed notes issue will be used
to partly finance a tender offer for SMI's existing $330 million
6.75% subordinated notes due June 2013.

At the same time, S&P affirmed S&P's 'BB' corporate credit rating
on SMI.  The rating outlook is negative.

In the preliminary offering memorandum for the notes, the Company
states that it is currently engaged in negotiations with lenders
regarding a new credit facility (which would also partly finance a
tender offer for SMI's existing notes due 2013) to replace its
existing $300 million revolving credit facility.

"Our ratings are based on the expectation that Speedway will be
able to execute a new credit facility approximating the terms
outlined in the offering memorandum of an up to $250 million four-
year facility, comprising a $100 million revolving credit facility
and $150 million amortizing term loan," noted Standard & Poor's
credit analyst Michael Listner.  "If this transaction is not
accomplished, the ratings on the planned and outstanding senior
notes could be lowered."

The 'BB' corporate credit rating reflects SMI's reliance on its
event-driven business model and the revenue and earnings
volatility that can result from the discretionary nature of ticket
sales to racing events.  Additionally, while the Company derives a
significant portion of its revenue (about 32% of 2009 total
revenue) from a television broadcasting agreement negotiated by
the National Association of Stock Car Auto Racing (NASCAR), the
current agreement expires in 2014.  Although the contract
expiration is several years away, given declines in television
ratings and admissions in recent years, the potential exists that
a renegotiation of this agreement may result in less favorable
terms, absent a rebound in viewership and event attendance.
Finally, under S&P's current assumptions, S&P expects that the
Company will experience further declines in revenue and EBITDA in
2011, causing the cushion relative to the Company's proposed total
leverage covenant to thin by year-end, leading to S&P's belief
that a future amendment could be necessary over the coming year.
Partially offsetting these risks are the Company's strong EBITDA
margin, good market position in the motorsports industry, and high
barriers to entry.


STYRON CORP: Moody's Upgrades Rating on $1.3BB Term Loan to 'B1'
----------------------------------------------------------------
Moody's raised the Corporate Family Rating of Styron Corp. to B1
from B2.  Moody's also raised the ratings on Styron's expanded
$1.3 billion senior secured first lien term loan due 2017 and its
$240 million revolver due 2016 to B1 from B2.  These actions
reflects Styron's stronger than anticipated performance in the
third quarter and the availability of audited financial
statements, which indicate that leverage will remain relatively
low despite the increase in debt.  Proceeds from the new term loan
will be used to refinance existing debt and provide a $370 million
dividend to shareholders.  The rating outlook is stable.

"Styron should continue to perform well due to continued growth in
latex volumes and a tight market for butadiene over the next 12-18
months," stated John Rogers, Senior Vice President at Moody's.
"While Bain's special dividend is a credit negative, we believe
that pro forma metrics should solidly support its B1 ratings."

Styron's B1 CFR reflects its narrow portfolio of quasi-commodity
and commodity products, substantial exposure to volatile feedstock
prices, its limited history as an independent company and a
limited amount of cash equity subsequent to the cash dividend.
As a result of this transaction, Bain will have less than
$300 million of cash equity remaining in the company.  Styron's
credit profile is supported by relatively strong pro forma credit
metrics, leading market positions in three of its four product
lines, relatively stable volume demand in its emulsion polymers
business, and an experienced management team.  Roughly 80% of
Styron's revenues and capacity are in North America and Europe.

Styron's pro forma credit metrics on an LTM September 30, 2010
basis (adjusted to reflect its status as a stand-alone entity and
including Moody's standard adjustments to financial statements)
are estimated be roughly 4.0x Debt/EBITDA, 14% Retained Cash
Flow/Debt and EBITDA/Interest of 3.1x. Moody's Standard
Adjustments to Financial Statements include additional debt of
over $200 million due to operating leases and pension liabilities.
Moody's adjustments also add roughly $16 million to pro forma 2009
EBITDA.  The B1 rating assumes that credit metrics will strengthen
in 2011 with Debt/EBITDA falling near 3.5x and Retained Cash
Flow/Debt rising above 15%.

The stable outlook reflects the positive impact from low leverage
and strong credit metrics somewhat offset by its limited operating
history and the potential for increased volatility in both benzene
and butadiene prices due to tight markets.  There is limited
downside to the ratings at the current time in absence of a
sizable acquisition or other unanticipated event.  There is also
limited upside to the rating due to the expectation that the
sponsor may increase Styron's leverage if the company outperforms
current expectations.

Styron's liquidity has strengthened with the addition of a
$160 million accounts receivable facility.  The amendment to the
credit facility will allow several other European affiliates to
participate in the program, which should enable the company to
maximize its use of the facility.  The increase in the accounts
receivable facility should reduce borrowing under the credit
facility leaving revolver to fund working capital requirements.

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

Ratings upgraded:

Styron Corp.

  * Corporate Family Rating upgraded to B1 from B2

  * Probability of Default Rating upgraded to B1 from B2

  * $240 million Guaranteed Senior Secured 1st lien revolver due
    2015 upgraded to B1 (LGD3, 49%) from B2 (LGD3, 46%)

  * $1.3 billion Guaranteed Senior Secured 1st lien term loan due
    2016 upgraded to B1 (LGD3, 49%) from B2 (LGD3, 46%)

Styron Corp. is the world's largest producer of styrene butadiene
(SB) latex and polystyrene, the largest European producer of
synthetic rubber, and a leading producer of polycarbonate resins
and blends.  Styron had revenues of roughly $4.9 billion for the
LTM ending September 30, 2010.


TAWK DEV'T: Section 341(a) Meeting Scheduled for Feb. 17
--------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Tawk
Development, LLC's creditors on February 17, 2011, at 1:00 p.m.
The meeting will be held at 300 Las Vegas Blvd., South, Room 1500,
Las Vegas, NV 89101.

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

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

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TAWK DEV'T: Taps Gordon Silver as Bankruptcy Counsel
----------------------------------------------------
Tawk Development, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Gordon
Silver as bankruptcy counsel, nunc pro tunc to the Petition Date.

GS will:

     a. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the Debtor's estate;

     b. take necessary or appropriate actions in connection with a
        plan or plans of reorganization and related disclosure
        statement(s) and all related documents, further actions as
        may be required in connection with the administration of
        the Debtor's estate;

     c. take necessary actions to protect and preserve the estate
        of the Debtor, including the prosecution of actions on the
        Debtor's behalf, the defense of any actions commenced
        against the Debtor, the negotiation of disputes in which
        the Debtor is involved, and the preparation of objections
        to claims filed against the Debtor's estate; and

     d. perform all other necessary legal services in connection
        with the prosecution of the Debtor's Chapter 11 case.

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

        Paraprofessionals                $130-$175
        Associates                       $185-$350
        Shareholders                     $455-$700

Gerald M. Gordon, Esq., shareholder at GS, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  The Debtor estimated its assets and
debts at $10 million to $50 million.


TAWK DEV'T: Reaches Stipulation to Use Cash Collateral
------------------------------------------------------
Tawk Development, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to approve a stipulation the Debtor reached
with Aviva Real Estate Investors, LLC, on the use of cash
collateral until March 2011.

The Debtor and the Lender stipulate and agree to the Debtor's use
of cash collateral and disputed cash collateral.

On April 10, 2007, the Debtor entered into a construction loan
agreement with the Lender, pursuant to which the Lender made a
loan in the original principal amount of $20 million.  On
April 12, 2007, the Debtor executed the secured promissory note in
favour of the Lender in the principal sum of $20 million, together
with accruing interest.  As of the Petition Date, the Debtor's
principal obligation outstanding under the Note was $19,935,848.74
on account of principal, and $755,768.04 on account of contract
interest.

Gerald M. Gordon, Esq., at Gordon Silver, explains that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtor will use the collateral pursuant to a
weekly budget, a copy of which is available for free at:

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

In exchange for the use of cash collateral, the Lender will have a
valid and perfected security interest and lien in all of the
Debtor's now-owned or after-acquired real and personal property.

As additional adequate protection of Lender's interests in the
collateral and the Debtor's use of the collateral, commencing on
April 14, 2011, and continuing on the first business day that is
10 business days following the end of each monthly period
thereafter, as additional adequate protection of Lender's
interests in the collateral, and Debtor's use of the collateral,
Debtor will pay to Lender a payment of $71,741.16.

The Debtor will pay all undisputed postpetition taxes when they
come due in respect of the Property, maintain insurance as
required by the Loan Documents, and maintain the value of the
Property consistent with the obligations set forth in the loan
documents.

The Debtor will collect all cash collateral and disputed cash
collateral generated by the Debtor's property.  Unless and until
new procedures are established pursuant to an order of the Court,
the Debtor is authorized and directed to maintain its prepetition
cash management system and bank account system in effect on the
date of the Stipulation.  The Debtor will maintain an accounting
of the disputed cash collateral.  Notwithstanding that the
disputed cash collateral will continue to be maintained in the
prepetition accounts and not segregated from the cash collateral,
neither the Debtor nor the Lender will be entitled to argue that
because the disputed cash collateral and the cash collateral are
maintained in the same account that either has lost its character,
and the rights of Debtor and Lender are reserved with respect to
any claims to the disputed cash collateral.

The Debtor will provide Lender with monthly reports no later than
10 business days after the conclusion of the prior monthly period.

                      About Tawk Development

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr.
D. Nev. Case No. 11-10584).  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


TEAMSTAFF INC: Receives Nasdaq Deficiency Notice
------------------------------------------------
TeamStaff, Inc. received a notice from the Listing Qualifications
Department of The Nasdaq Stock Market notifying it that the
Company is not in compliance with Nasdaq Listing Rule5250(c)(1),
Obligation to File Periodic Financial Reports, because it did not
timely file its Annual Report on Form 10-K for the fiscal year
ended September30, 2010 with the Securities and Exchange
Commission.  As previously announced in the Company's press
release dated January13, 2011, the Company determined that it
needs to delay the filing of its Annual Report on Form 10-K for
the fiscal year ended September 30, 2010.

The Company has been provided an initial grace period of 60
calendar days, or until March 15, 2011, to submit a plan to regain
compliance and if Nasdaq accepts the Company's plan, an additional
grace period of up to 180 calendar days from the original due
date, or until July 12, 2011, can be provided to regain
compliance.  In the event Nasdaq determines that the Company's
plan is not sufficient to regain compliance, Nasdaq staff will
send written notice that the Company's common stock will be
subject to delisting.  At that time, the Company may appeal the
delisting determination to a Nasdaq hearings panel. The Company is
working diligently on this matter and intends to file its Annual
Report on Form 10-K as soon as practicable.

                       About TeamStaff Inc.

TeamStaff Inc. -- http://www.teamstaff.com/-- serves clients and
their employees throughout the United States as a full-service
provider of logistics and healthcare support services.  TeamStaff
specializes in providing high quality healthcare, logistics, and
technical services to Federal agencies and the Department of
Defense.


TIGRENT INC: Settles "Acciard" & "Altimas" Lawsuits for $525,000
----------------------------------------------------------------
On January 13, 2011, Tigrent Inc. and its subsidiaries Tigrent
Group Inc. and Tigrent Learning Inc. entered into a Mediation
Settlement Agreement which settled all claims against the Company
and the Tigrent Subsidiaries arising in the two litigation cases
pending in the United States District Court for the Middle
District of Florida captioned Glenn Acciard, et al. versus Russell
Whitney, et al. and Thomas L. Altimas, et al. versus Russell
Whitney, et al.

The Mediation Settlement Agreement also settled the claims arising
in such cases against Russell A. Whitney for which the Company
could have had continuing obligations to advance defense costs and
indemnify Mr. Whitney.  Other claims against Mr. Whitney and the
other defendants who are unrelated to the Company, including
Gulfstream Development Group and other companies affiliated with
Mr. Whitney, remain unsettled and pending.

Pursuant to the terms of the Mediation Settlement Agreement, the
plaintiffs -- approximately 83 individuals -- granted a full
general release of all claims they had or could have brought
against the Company and the Tigrent Subsidiaries and a partial
general release of the specific claims they may have had or could
have brought against Mr. Whitney.  In exchange, and without
admitting any liability, the Company and the Tigrent Subsidiaries
granted full general releases of all claims they had or could have
brought against the plaintiffs and agreed to make payments
aggregating $525,000 to the plaintiffs in accordance with the
following schedule:

         January 31, 2011       $225,000
         April 30, 2011          $80,000
         July 31, 2011           $80,000
         October 21, 2011        $70,000
         January 31, 2012        $70,000

                         About Tigrent Inc.

Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE)
-- http://www.tigrent.com/-- is a provider of practical, high-
quality and value-based training, conferences, publications,
technology-based tools and mentoring to help customers become
financially literate.  The Company provides customers with
comprehensive instruction and mentoring in the topics of real
estate and financial instruments investing and entrepreneurship in
the United States, the United Kingdom, and Canada.

The Company's balance sheet as of June 30, 2010, showed
$43.8 million in total assets, $80.7 million in total liabilities,
and a stockholders' deficit of $36.9 million.

In its Form 10-Q report for the quarter ended June 30, 2010, the
Company said it continues to incur a negative cash flow --
totaling $5.9 million for the period ending June 30, 2010 -- due
to the on-going challenges with sales of products.  "We have
insufficient working capital to meet operating needs, raising
substantial doubt about the ability of the Company to continue as
a going concern," the Company said.

In addition to the shift in strategic emphasis from live course
offerings to digitally-delivered programs, the Company said it
continues to implement reductions in staff to align with
anticipated sales level, decreased occupancy costs, and reduced
operating costs in all areas.  The Company is also in current
discussions with some of larger creditors to negotiate amounts
owed.

The Company said it if cannot generate the required revenues to
sustain operations or obtain additional capital on acceptable
terms, it will need to substantially revise its business plan,
file for bankruptcy, sell assets or cease operations and investors
could suffer the loss of a significant portion or all of their
investment in the Company.


TM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TM Properties, LLC
        2465 S. M-139
        Benton Harbor, MI 49022

Bankruptcy Case No.: 11-00517

Chapter 11 Petition Date: January 21, 2011

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

Judge: Scott W. Dales

Debtor's Counsel: James M. Keller, Jr., Esq.
                  KELLER & ALMASSIAN PLC
                  2810 East Beltline Ln, NE
                  Grand Rapids, MI 49525
                  Tel: (616) 364-2100
                  E-mail: ecf@kalawgr.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/miwb11-00517.pdf

The petition was signed by Ted Smith, member.


TOWN SPORTS: John Warren Owns 4.06 Million Common Shares
--------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 20, 2011, John R. Warren disclosed that he beneficially
owns 4,060,082 shares of common stock of Town Sports International
Holdings Inc.

The securities are owned directly by Farallon Capital Partners,
L.P., Farallon Capital Institutional Partners, L.P., Farallon
Capital Institutional Partners II, L.P., Farallon Capital
Institutional Partners III, L.P. and Farallon Capital Offshore
Investors II, L.P.  All such securities were previously reported
by the Partnerships, Farallon Partners, L.L.C. and related
individuals on a Form 3 filed on April 1, 2010, Forms 4 filed on
March 8, 2010, and a Form 3 filed on July 8, 2010.  There have
been no transactions in such securities by any such entities or
individuals since the filing of the Prior Filings.

FPLLC, as the general partner of each of the Partnerships, may be
deemed to be a beneficial owner of the Company's securities held
by the Partnerships.  Effective as of January 1, 2011, John R.
Warren became a managing member of FPLLC with the power to
exercise investment discretion and, as such, may be deemed to be a
beneficial owner of the Company's securities held by the
Partnerships.

                         About Town Sports

Town Sports International Holdings, Inc. --
http://www.mysportsclubs.com/-- owns and operates fitness clubs
in the Northeast and mid-Atlantic regions of the United States
and, through its subsidiaries, operated 161 fitness clubs as of
March 31, 2010, comprising 109 New York Sports Clubs, 25 Boston
Sports Clubs, 18 Washington Sports Clubs (two of which are
partly-owned), six Philadelphia Sports Clubs, and three clubs
located in Switzerland.  These clubs collectively served
approximately 495,000 members.

The Company's balance sheet at Sept. 30, 2010, showed
$467.39 million in total assets, $476.11 million in total
liabilities, and a stockholders' deficit of $8.72 million.


TOWNVIEW 56TH: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Townview 56th Street, LLC
        338-360 Gest Street
        Cincinnati, OH 45203

Bankruptcy Case No.: 11-10289

Chapter 11 Petition Date: January 21, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Richard Boydston, Esq.
                  2800 Chemed Center
                  255 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 455-7663
                  E-mail: rb2@gdm.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 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohsb11-10289.pdf

The petition was signed by Lawrence E. Fiedler, president of
Townview LPJ, LLC.


TP INC: Disc. Statement Approved; Confirmation Hearing Set Feb. 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has granted conditional approval to the disclosure
statement explaining TP, Inc.'s Chapter 11 Plan of Reorganization
dated September 24, 2010.

The Court fixed January 28, 2011, as the last day for filing and
serving written objections to the disclosure statement.  If no
objections or requests to modify the disclosure statement are
filed on or before that date, the conditional approval of the
disclosure statement will become final.

The Court has set the hearing on confirmation of the plan for
February 1, 2011, at 2:00 p.m., at Room 208, 300 Fayetteville
Street, in Raleigh, North Carolina.

The Court also fixed January 28, 2011, as the last day for filing
written acceptances or rejections of the plan.  Ballots should be
completed and filed with the plan proponent on or before that
date.

January 28, 2011, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.

The plan proponent must prepare and file a summary report on the
votes, with a copy of each ballot attached, with the Court at or
before the hearing on the plan on February 1, 2011.

The Debtor filed an amended plan with the U.S. Bankruptcy Court on
December 8, 2010.  The Plan calls for (i) the liquidation of the
Debtor's business assets over a period of 12 months from the
Effective Date of the Plan (instead of 18 months as per the
original plan; (ii) the payment of secured and unsecured claims
from the net liquidation proceeds; and (iii) payment of priority
tax claims.

The Debtor will pay its administrative costs in full within
30 days of the Effective Date, or by other mutually agreeable
terms as the parties may agree.  If sufficient funds do not exist
for payment of administrative claims in Class I, the proceeds from
unencumbered net sales will be used to pay this class prior to any
distribution to the unsecured creditors.

All liabilities of the Debtor will also be paid.  The Debtor
will pay non-insider general unsecured creditors the residual net
proceeds from the sale of the Debtor's real estate assets,
following payment of secured claims, administrative claims and
priority claims.  The aggregate amount of non-insider general
unsecured claims is roughly $12,836,586.  Payment will be
allocated pro-rata among the holders of allowed claims.

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

A full-text copy of the First Amended Plan is available at for
free
at http://bankrupt.com/misc/TPInc.firstamendedplan.pdf

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and owns a large number of tracts of real
estate in Mecklenburg County, North Topsail and Topsail Beach, and
Surf City, North Carolina.  The Company filed for Chapter 11
protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).
David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represents
the Debtor.  The Company estimated assets and liabilities at
$10 million to $50 million.


UNITED WESTERN: Chairman Says Seizure Could Force Bankruptcy
------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that United Western Bancorp Chairman Guy Gibson said he
was surprised by federal regulators' seizure of United Western
Bancorp's subsidiary bank because the holding company had $149
million in committed funding toward a $200 million capital raising
need to meet regulators' requirements.

DBR notes Mr. Gibson said in a statement the regulators' seizure
could push the Company into bankruptcy and scuttled an attempt to
save the bank without using government funds.

"This precipitous action" by federal bank regulators "will
ultimately cause an unnecessary loss to the Deposit Insurance
Fund, since our private market solution was near at hand," Mr.
Gibson said, according to DBR.

As reported by the Troubled Company Reporter on January 24, 2011,
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.

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.

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.

DBR says Mr. Gibson didn't return a call seeking comment Monday.

DBR also relates the OTS said United Western Bank was
"undercapitalized and in an unsafe and unsound condition to
transact business."  According to DBR, spokesman William Ruberry
said Monday "The OTS does not take lightly a decision to close an
institution."  He added, "When a proposal is made to rescue a
failing institution, the OTS always carefully considers the
prospects of the proposal successfully returning the institution
to a safe-and-sound standing."

DBR relates FDIC spokesman Greg Hernandez said Monday that United
Western Bank had suffered "significant losses" on real-estate
related holdings, including on its construction and development
loan portfolio and its mortgaged-backed securities.

As reported by the TCR on January 18, 2011, United Western Bancorp
and Equi-Mor Holdings, Inc., a direct subsidiary of the Company,
entered into a Sixth Forbearance and Amendment Agreement with
JPMorgan Chase Bank, N.A.  The terms of the Sixth Forbearance
Agreement provide, among other things, that (i) JPMorgan agrees to
forbear from exercising its rights and remedies under the Loan
Documents on account of the Sixth Forbearance Disclosed Defaults
provided the Company and the Pledgor satisfy all obligations set
forth in the Sixth Forbearance Agreement and the Loan Documents
until the earlier of: (i) the end of business on February 15,
2011; or (ii) the occurrence of a default, other than the Sixth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Sixth Forbearance Agreement or any other agreement required to
be entered into by the Sixth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with
such investment agreement providing for the investment by such
anchor investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.

The Company entered into an investment agreement on October 28,
2010, with Oak Hill Capital Partners III, L.P. and Oak Hill
Capital Management Partners III, L.P., Lovell Minnick Equity
Partners III LP and Lovell Minnick Equity Partners III-A LP,
Legent Group, LLC and Henry C. Duques.  Pursuant to the Investment
Agreement, the Company will seek to raise in the aggregate at
least $200,000,000 but not more than $205,000,000, and the Lead
Anchor Investors will each purchase 117,500,000 shares of common
stock, par value $0.0001 per share, of the Company for $0.40 per
share, for a total investment of $94,000,000.

The Legent Group will purchase 7,500,000 shares of Common Stock
for $0.40 per share, for a total investment of $3,000,000, and
Duques will purchase 15,000,000 shares of Common Stock for $0.40
per share, for a total investment of $6,000,000.  In addition,
each Anchor Investor will each receive warrants to purchase 10.0%
of the number of shares of Common Stock that they purchased under
the Investment Agreement.

                       About United Western

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.  United had $2.21 billion in assets and debts of
$2.1 billion as of June 30, 2010.


URBAN BRANDS: Wants Until April 19 to Propose Chapter 11 Plan
-------------------------------------------------------------
Urban Brands, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances of their proposed chapter 11 plan until
April 19, 2011, and June 20, respectively.

The Debtor relate that they need additional time to pursue an
orderly wind-down of the Debtors' remaining affairs in a prompt
and efficient manner.

The Debtors propose a hearing on their requested exclusivity
extensions on February 16, at 3:00 p.m. (E.T.).  Objections, if
any, are due  February 2, at 4:00 p.m.

                         About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor.


VANGUARD HEALTH: S&P Assigns 'B-' Rating on Proposed $375MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Vanguard Health System Inc.  The rating outlook
is stable.  In addition, S&P assigned a 'B-' issue-level rating to
proposed $375 million senior notes due 2019.  These notes will be
issued by Vanguard Health Holding Co. II LLC, and Vanguard Holding
Company II as co-borrowers.  These issuers are subsidiaries of
Vanguard Health Systems Inc.  The recovery rating on this debt
issues is '5', which indicates S&P's expectation for modest (10%
to 30%) recovery in the event of payment default.  S&P also
assigned a 'CCC+' issue-level rating to proposed $375 million
senior discount notes. These notes will be issued by Vanguard
Health Systems.

The recovery rating on the debt is '6', which indicates S&P's
expectation for negligible (0 to 10%) recovery in the event of
payment default.

"The low speculative-grade ratings on Nashville, Tenn.-based
Vanguard Heath Systems Inc. reflect its highly leveraged financial
profile and relatively undiversified portfolio of hospitals.  The
recent addition of the eight-hospital Detroit Medical Center (DMC)
added another major market to San Antonio and Phoenix, and now is
Vanguard's largest market based on revenue" said Standard & Poor's
credit analyst David Peknay.  However, S&P still views the
business profile as weak even though Vanguard will now generate
virtually all of its earnings from three markets instead of two.
The Detroit market presents several risks.  DMC is a large urban
hospital system with low operating margins and a payor mix that
includes Medicaid as a large revenue source.  It also has
substantial capital investment needs that will constrain
Vanguard's cash flow for several years.  Additionally, S&P
includes in S&P's weak business risk assessment the competitive
nature of these markets, the Company's vulnerability to local
economic circumstances, and the reimbursement risk tied to ongoing
third-party payor efforts to limit health care cost increases.

S&P views Vanguard's financial risk profile as highly-leveraged
even though it has maintained margins in the 10% to 11% range for
the past several years, and has increased its lease-adjusted
EBITDA by 29% between 2005 and 2010 despite chronic reimbursement
pressure.  Despite the absence of acquisition activity for several
years, Vanguard's leverage peaked at 6.5x in 2008 as significant
capital spending exceeded operating cash flow for the previous
three years.

Vanguard did reduce leverage to 6.0x by the end of fiscal 2010,
but then re-entered the acquisition market in a big way with the
acquisition of DMC.  The debt issued in 2010 to help finance the
acquisition, coupled with the pending debt issues to boost
liquidity and fund shareholder dividends will, based on S&P's
estimate, increase lease adjusted debt to EBITDA to about 6.6x in
fiscal 2012.  This includes a full year ownership of DMC and the
treatment of DMC's unfunded pension fund liability and other
unfunded insurance liabilities as debt, consistent with S&P's
rating criteria.


VEBLEN EAST: Sale of Marshall Cty. Property to Agstar Confirmed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
granted the motion of Chapter 11 trustee Lee Ann Pierce for the
confirmation of her sale to Veblen East Dairy Acquisition, LLC, of
all of Veblen East Dairy Limited Partnership and the bankruptcy
estate's right, title, and interest in the dairy cattle and
personal property and in the real property located in Marshall
County, South Dakota, and the dairy facility located thereon, free
and clear of all liens and other encumbrances, with any liens or
other encumbrances transferred and attached to the sale proceeds
in the order of their priority.

Veblen East Dairy Acquisition, LLC, is the assignee of secured
creditor, AgStar Financial Services, PCA, and FLCA.  The credit
bid was in the amount of $16,000,000.00 for the facility,
including the real estate, plus $800.00 per cow.

At the in-court auction on September 15, 2010, Vista Family
Dairies, LLC, submitted the highest bid of $21,300,000.  The bid
was for $800.00 per head per cow and $17,300,000 for the facility.
Whetstone Valley Dairy, LLC, submitted a backup bid which was
approved by the Court.  The Court also approved the Chapter 11
trustee's motion allowing for the sale of the assets to Veblen
East Dairy Acquisition, in the event that neither Vista Family
Dairies nor Whetstone Valley Dairy  closed on the sale in a timely
manner.

Despite all conditions precedent to closing having been satisfied
by the Chapter 11 trustee, and contrary to the terms of its bid at
the in-court auction, Vista Family Dairies advised the Chapter 11
trustee it will not close on the sales transaction.

On October 28, 2010, Whetstone Valley Dairy withdrew its back-up
bid.

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  Fite & Pierce
Law Office represents Chapter 11 trustee Lee Ann Pierce as
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.


WILDHORSE MEADOWS: In Chapter 11 to $4.6 Million Debt
-----------------------------------------------------

Wildhorse Meadows, LLC, filed for Chapter 11 protection on Jan.
20, 2011 (Bankr. D. Ore. Case No. 11-30415).

Alicia Inns at KTVZ reports that Wildhorse Meadows, owner of the
land at Aspen Lakes Golf Course in Sisters, Oregon, hopes to
restructure $4.6 million in debt in Chapter 11.

"We got caught like everyone else in the nation, and we've got
excessive debt for what we can afford to cover.  This allows us an
opportunity to work with our lender and to restructure our debt,"
the report quotes Wildhorse Meadows and Aspen Lakes Co-Owner Matt
Cyrus as saying.

The Wildhorse Meadows owners, according to the report, said they
expect to file a plan of reorganization and exit Chapter 11 by
mid-summer.


WILDHORSE MEADOWS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Wildhorse Meadows, LLC
        16900 Aspen Lakes Dr.
        Sisters, OR 97759

Bankruptcy Case No.: 11-30415

Chapter 11 Petition Date: January 20, 2011

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Keeton-King Construction  general contractor     $229,692
18159 Hwy 126             services
Sisters, OR 97759

The petition was signed by Matt Cyrus, president.


WOMAN'S CLUB: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Woman's Club of Hollywood, California
        1749 No. La Brea Avenue
        Los Angeles, CA 90046

Bankruptcy Case No.: 11-12572

Chapter 11 Petition Date: January 20, 2011

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

Judge: Barry Russell

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-12572.pdf

The petition was signed by Nina Van Tassell, president.


W.R. GRACE: Amends Canadian ZAI Pact to Increase Contribution
-------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates and the Canadian
Zonolite Attic Insulation Claimants notified the U.S. Bankruptcy
Court for the District of Delaware that they have agreed to modify
the terms of the Canadian ZAI Settlement after the settlement
became null and void.

The settlement, originally filed on September 2008, provided that,
unless otherwise agreed to by the parties, in the event the U.S.
Court does not enter an order confirming the Debtors' Joint Plan
of Reorganization on or before December 31, 2010, the settlement
will be considered null and void.  The settlement also provided
for, among other things, additional compensation to be paid by
Grace to the Canadian ZAI PD Claims Fund for the benefit of
Canadian ZAI Claimants, including an additional C$500,000 if the
U.S. Confirmation Order was not entered by June 30, 2010.

The settlement originally requires the Debtors to contribute
C$6,500,000, less any amounts the Debtors paid for the Canadian
ZAI Claimants' fees, to a Canadian ZAI PD Claims Fund.

In the recently amended settlement, the Debtors' contribution to
the Fund will be increased to C$8,595,632 in the event the U.S.
Confirmation Order is entered by the U.S. Court on or before
January 31, 2011; and C$9,095,632 in the event that the U.S.
Confirmation Order is entered by the U.S. Court after January 31,
2011, but on or before July 31, 2011.

On December 20, 2010, the U.S. Court advised the parties that it
did not expect to issue a ruling on Confirmation of the Joint Plan
on or before December 31, 2010, but did expect to issue a ruling
by January 2011.  As a result, the Court asked the parties to
discuss an extension of the deadline set forth in the settlement,
the Debtors relate in court papers.

The parties thereafter agreed to the modifications as outlined in
the amendment, a full-text copy of which is available for free at
http://bankrupt.com/misc/graceccaazai0111.pdf

The Debtors said that, on behalf of the Canadian ZAI Claimants,
CCAA Representative Counsel will, in any future vote, vote in
favor of the First Amended Joint Plan incorporating the Amended
Canadian ZAI Settlement provided that the U.S. Confirmation Order
is entered on or before July 31, 2011.

On January 17, 2011, the CCAA Court entered an Order approving the
Amendment.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court OKs Settlement With CNA Financial
---------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, on Jan. 10, 2011, heard arguments, granted
the motion for approval, and requested for several modifications
to W.R. Grace & Co.'s proposed order approving their settlement
with CNA Financial Corp. and its affiliates.

The modifications were to clarify that definitions in the Debtors'
Joint Plan of Reorganization govern the scope of the Asbestos PI
Channeling Injunction, to make clear that the Settlement Agreement
is between only the Debtors and CNA Companies, and to clarify that
three insurance policies specifically identified by BNSF Railway
Corporation are not subject policies for purposes of the
settlement agreement.

Accordingly, the Debtors drafted a modified proposed
order, a full-text copy of which is available for free at
http://bankrupt.com/misc/grace26088propord.pdfand circulated
it to counsel for the Libby Claimants, BNSF, CNA, the Asbestos
Personal Injury Future Claims Representative and the Official
Committee of Asbestos-related Personal Injury Claimants.  The
draft order incorporated the changes requested by the Court.

The Libby Claimants, according to the Debtors, requested one
revision to the Proposed Order, which go well beyond the Court's
requested revisions.  As the Debtors' counsel conveyed to the
Libby Claimants' counsel, the Debtors, as well as CNA, the
Asbestos PI FCR and the ACC, cannot agree to the Libby Claimants'
proposed additional sentences, for several reasons, including that
the Court did not direct the Debtors to include in the Approval
Order language modifying the Asbestos PI Channeling Injunction
with respect to "derivative" claims.

The Debtors further relate that Grace and CNA tried unsuccessfully
to reach agreement with BNSF on the modification requested by the
Court that the Approval Order be clear that the three policies
identified by BNSF in its objection not be deemed "Subject
Policies."

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Release Q4 Financial Results on Feb. 10
------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it will release its
fourth quarter 2010 financial results and its financial outlook
for 2011 at 6:00 a.m. ET on Thursday, February 10, followed by a
company hosted conference call and webcast at 12:00 p.m. ET later
that day.

During the call, Fred Festa, Chairman, President and Chief
Executive Officer, and Hudson La Force, Senior Vice President and
Chief Financial Officer, will review fourth quarter and full year
2010 results and Grace's financial outlook for 2011.  A question
and answer session will follow the prepared remarks.

Access to the live webcast and the accompanying slides
will be available through the Investor Information --
Investor Presentations section of the company's Web site,
http://www.grace.com/ Those without access to the internet can
listen to the remarks and Q&A by dialing +1.866.700.7101 (U.S.)
or +1.617.213.8837 (International).  The conference call ID is
29552181.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 3:00 p.m. ET on February 10.
The replay will be accessible by dialing +1.888.286.8010 (U.S.) or
+1.617.801.6888 (International) and entering conference call ID
41593400.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: S&P Places 'CCC-' Corporate Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC-' corporate
credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch
developing.  At the same time, S&P is withdrawing the existing
issue level ratings on Yellow Corp.'s senior unsecured debt, given
the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

S&P will monitor developments regarding YRCW's liquidity position,
capital structure, and operating prospects to resolve the
CreditWatch.  S&P could take further interim rating actions as
more information becomes available, in advance of a resolution of
the CreditWatch review.


ZALE CORP: Breeden Entities Have 27.22% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 21, 2011, Richard C. Breeden disclosed that
he beneficially owns 8,743,836 shares of common stock of Zale
Corporation representing 27.22% of the shares outstanding.  As of
November 30, 2010, 32,123,875 shares of Zale Corporation's Common
Stock, par value $0.01 per share, were outstanding.

Other affiliates of Mr. Breeden also disclosed beneficial
ownership of shares of the Company:

                                              Shares      Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
Breeden Capital Management LLC            8,731,354      27.18%
Breeden Partners (California) L.P.        4,882,668      15.20%
Breeden Partners L.P.                     1,233,658       3.84%
Breeden Partners (California) II L.P.       743,657       2.31%
Breeden Partners (New York) I L.P.          256,343        0.8%
Breeden Partners Holdco Ltd.              1,615,028       5.03%
Breeden Partners (Cayman) Ltd.            1,615,028       5.03%
Breeden Capital Partners LLC              7,116,326      22.15%

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion
in total assets, $438.51 million in total current liabilities,
$450.45 million in long-term debt, $176.31 million in other
liabilities, and stockholders' investment of $213.06 million.

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* CRE & Retail Are Most Troubled Sectors in 2011, Weil Survey Says
------------------------------------------------------------------
Weil, Gotshal & Manges's Bankruptcy Blog has unveiled its first
reader survey in which 125 respondents, including financial and
turnaround pros, predicted the 2011 bankruptcy and restructuring
climate.  The Blog was launched in October.

Most of the respondents expect not much happening in any direction
this year.  Majority of the respondents expects less than 10 cases
by companies with more than $1 billion in assets.  The survey says
respondents believe the top five sectors to face financial
distress in 2011 will be:

          Commercial Real Estate          71.4%
          Retail                          52.9%
          Homebuilding                    49.6%
          Media/Communications            32.8%
          Banking and Finance             30.3%

Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Adam Strochak, a partner in Weil, Gotshal & Manges'
LLP's restructuring practice said in an interview Monday, the
survey results point to a slowdown in major Chapter 11 filings, a
slow but steady bumping up of interest rates and a decline in
corporate debt defaults.


* Barry Fishman Receives Honor at Bankruptcy Bar Association Event
------------------------------------------------------------------
Barry S. Fishman, Managing Partner of Shapiro and Fishman LLP,
will be honored at the Bankruptcy Bar Association's "Forty in the
Field," a recognition of more than 40 years in the legal community
practicing bankruptcy law.

The BBA Southern District of Florida dinner is to be held Tuesday,
January 25 at 6:00 p.m. with cocktails and dinner at the Mandarin
Oriental Miami which is located at 500 Brickell Key Drive in
Miami, Florida.

Mr. Fishman is among several honorees at the evening's gala,
including bankruptcy judges the Honorable A. Jay Cristol and the
Honorable Raymond B. Ray.

As managing partner of Shapiro and Fishman, Barry Fishman oversees
real estate litigation and bankruptcies.  Mr. Fishman has lectured
in the field of bankruptcy law, real estate litigation and
foreclosures.  The firm has offices in Boca Raton, Tampa, and
Miami.

Mr. Fishman is a member of the Bar Association of Florida,
California, and Illinois.  He is also a member of the Mortgage
Bankers Association of America and the Mortgage Bankers
Association of Florida.

Mr. Fishman is married to Meredith Porte Fishman. Their daughter
Janna Stern is an attorney in New York.


* Hahn & Hessen Names Partners in Bankruptcy & Litigation Groups
----------------------------------------------------------------
The law firm of Hahn & Hessen LLP is pleased to announce that
Janine M. Cerbone and Robert J. Malatak have been made partners in
the Firm, effective January 1, 2011.  Ms. Cerbone was formerly a
senior associate and Mr. Malatak formerly served as special
counsel with the Firm.

"We are delighted to have Janine and Rob join the partnership
ranks," said Managing Partner, Mark S. Indelicato.  "Janine has
developed an incredible depth of knowledge in all aspects of our
bankruptcy practice. Rob, with his financial expertise, analytical
skill and business acumen, has become an integral part of our
litigation department.  The addition of Janine and Rob to the
partnership reinforces the Firm's leadership in its traditional
areas of service to our clients."

Malatak represents corporate entities, financial institutions,
unsecured creditor committees, and trustees in a wide range of
complex commercial disputes in federal, state, surrogate's and
bankruptcy courts throughout the country.  He has litigated issues
involving bankruptcy, business torts, commercial leases,
contracts, employment, ERISA, fraud, insurance, securities, trust
and estates, and the UCC. Rob graduated from St. John's University
School of Law in 1994, where he was an Assistant Editor of the St.
John's Law Review.  Prior to attending law school, he practiced as
a Certified Public Accountant at one of the "Big Four" accounting
firms.

Cerbone represents creditors' committees, creditors, and trustees
in all aspects of financial restructuring and insolvency, and has
been involved in some of the nation's largest subprime mortgage
bankruptcies including New Century and ResMAE.  She is a member of
the Board of Directors of the New York Chapter of the Turnaround
Management Association and serves on the Unsecured Trade
Creditors' Committee of the American Bankruptcy Institute.  Prior
to joining the firm in 2002, Janine graduated cum laude from
Brooklyn Law School where she was the Business and Production
Editor of the Brooklyn Journal of International Law and a member
of the Executive Board of the Moot Court Honor Society.

Founded in 1931, Hahn & Hessen LLP is among the nation's leading
law firms focusing on representation of financial institutions and
creditors in matters encompassing all phases of the commercial
credit cycle, including documentation and workout, enforcement and
litigation, bankruptcy and reorganization, with related corporate,
real estate, securities and tax competencies.


* Three Vacancies Filled on California Bankruptcy Bench
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three bankruptcy lawyers were named to fill vacancies
in the U.S. Bankruptcy Court for the Central District of
California.  The appointments were announced last week by the U.S.
Court of Appeals in San Francisco.

According to the report, Scott C. Clarkson and Mark S. Wallace
were named to fill temporary judgeships. They will have chambers
in Santa Ana.  Wayne E. Johnson will sit in Riverside.  Mr.
Johnson was appointed to the seat left vacant by the retirement of
Samuel Bufford in August.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                   Total     Working   Holders'
                                  Assets     Capital     Equity
  Company           Ticker         ($MM)       ($MM)      ($MM)
  -------           ------        ------     -------   --------
ABRAXAS PETRO       AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE    ABT CN         124.2        (6.0)      (6.2)
ACCO BRANDS CORP    ABD US       1,097.3       261.9      (97.3)
AEGERION PHARMAC    AEGR US          2.9       (29.5)     (27.3)
ALASKA COMM SYS     ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG     AXL US       2,071.4        61.9     (469.1)
AMR CORP            AMR US      25,357.0    (2,102.0)  (3,643.0)
ANACOR PHARMACEU    ANAC US         20.4        (1.6)      (8.2)
ARQULE INC          ARQL US         94.1        45.1       (9.7)
ARVINMERITOR INC    ARM US       2,879.0       331.0   (1,023.0)
AUTOZONE INC        AZO US       5,640.5      (584.3)    (817.2)
BLUEKNIGHT ENERG    BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E    BOWFF US     2,343.6         -       (100.8)
BOARDWALK REAL E    BEI-U CN     2,343.6         -       (100.8)
BOSTON PIZZA R-U    BPF-U CN       111.3         5.0     (116.3)
BRAVO BRIO RESTA    BBRG US        162.8       (28.9)     (61.5)
CABLEVISION SY-A    CVC US       7,501.6      (157.7)  (6,222.8)
CAMPUS CREST COM    CCG US         327.5         -        (60.7)
CC MEDIA-A          CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY     CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY     LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS       CHH US         403.3       (11.5)     (75.5)
CLEVELAND BIOLAB    CBLI US         11.9        (9.7)     (10.0)
COMMERCIAL VEHIC    CVGI US        289.3       114.0       (5.7)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A      DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A      EOT GR       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,929.0     1,406.0     (213.0)
ENERCARE INC        ECI CN         869.7         9.9     (263.6)
EPICEPT CORP        EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC        EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO       F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F BB       180,330.0   (18,558.0)  (1,740.0)
GENCORP INC         GY US          981.8       150.8     (224.9)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,840.3       259.1     (580.3)
HEALTHSOUTH CORP    HLS US       1,796.9       124.3     (394.9)
HICKS ACQUISITIO    HKACU US         0.8        (0.8)      (0.1)
HOVNANIAN ENT-A     HOV US       1,817.6     1,101.9     (337.9)
HOVNANIAN ENT-B     HOVVB US     1,817.6     1,101.9     (337.9)
HUGHES TELEMATIC    HUTC US        111.4         1.9      (42.1)
IBIO INC            IBIO US          4.6        (4.7)      (0.8)
IDENIX PHARM        IDIX US         63.1        24.0      (21.3)
INCYTE CORP         INCY US        464.6       305.0     (128.9)
INTERMUNE INC       ITMN US        143.9        10.2      (67.7)
IPCS INC            IPCS US        559.2        72.1      (33.0)
ISTA PHARMACEUTI    ISTA US        112.2         8.8      (71.8)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY GROU    JE CN        1,834.1      (578.0)    (497.2)
KNOLOGY INC         KNOL US        658.7        53.5       (5.3)
LIGAND PHARM-B      LGND US        112.6        (1.4)      (1.1)
LIGHTING SCIENCE    LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LORILLARD INC       LO US        3,504.0     1,665.0      (38.0)
MAINSTREET EQUIT    MEQ CN         399.4         -         (8.5)
MANNKIND CORP       MNKD US        305.1        76.5     (181.4)
MEAD JOHNSON        MJN US       2,217.6       414.5     (415.7)
MOODY'S CORP        MCO US       2,348.2       508.8     (297.6)
MORGANS HOTEL GR    MHGC US        759.1        47.0      (42.1)
MPG OFFICE TRUST    MPG US       3,267.4         -       (897.2)
NATIONAL CINEMED    NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL       NAV US       9,730.0     2,246.0     (924.0)
NEWCASTLE INVT C    NCT US       3,760.1         -       (591.2)
NORTH AMERICAN G    NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC       NPSP US        228.8       147.8     (149.8)
NYMOX PHARMACEUT    NYMX US          0.9        (1.0)      (1.8)
OTELCO INC-IDS      OTT US         331.6        27.5       (3.5)
OTELCO INC-IDS      OTT-U CN       331.6        27.5       (3.5)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        257.5        26.1     (304.5)
PETROALGAE INC      PALG US          5.9        (8.2)     (51.6)
PLAYBOY ENTERP-A    PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLA US         165.8       (16.9)     (54.4)
POWERWAVE TECH      PWAV US        408.5       185.7       (4.8)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         29.0       (29.4)      (9.6)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU    QLTY US        284.3        26.9     (132.9)
QUANTUM CORP        QTM US         459.6       127.8      (83.7)
QUEPASA CORP        QPSA US          3.4         2.0       (3.3)
QWEST COMMUNICAT    Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A    RGC US       2,670.3       114.1     (267.3)
REVLON INC-A        REV US         794.8        86.9     (991.8)
RIGNET INC          RNET US         93.2         9.5      (11.6)
RSC HOLDINGS INC    RRR US       2,736.4      (175.7)     (37.5)
RURAL/METRO CORP    RURL US        293.7        46.4      (95.1)
SALLY BEAUTY HOL    SBH US       1,589.4       387.1     (460.3)
SINCLAIR BROAD-A    SBGI US      1,536.2        37.8     (156.0)
SINCLAIR BROAD-A    SBTA GR      1,536.2        37.8     (156.0)
SMART TECHNOL-A     SMA CN         559.1       201.9      (63.2)
SMART TECHNOL-A     SMT US         559.1       201.9      (63.2)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,164.1         -       (131.0)
SWIFT TRANSPORTA    SWFT US      2,666.1       101.3     (826.2)
SYNERGY PHARMACE    SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS     TCO US       2,529.7         -       (541.1)
TEAM HEALTH HOLD    TMH US         886.9         4.7      (18.2)
THERAVANCE          THRX US        212.6       161.1     (141.1)
UAN CULTURAL & C    GHBAU US         1.0        (0.4)      (0.2)
UNISYS CORP         UIS US       2,840.1       472.1   (1,034.2)
UNITED CONTINENT    UAL US           -      (1,186.0)  (2,206.0)
UNITED RENTALS      URI US       3,744.0       188.0      (15.0)
VECTOR GROUP LTD    VGR US         859.0       245.3      (37.7)
VENOCO INC          VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
VONAGE HOLDINGS     VG US          362.4        (0.1)    (111.4)
WARNER MUSIC GRO    WMG US       3,779.0      (592.0)    (211.0)
WEIGHT WATCHERS     WTW US       1,103.1      (377.9)    (708.2)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,209.6     1,333.7     (175.1)
YRC WORLDWIDE IN    YRCW US      2,673.1      (288.2)    (121.7)
ZOGENIX INC         ZGNX US         55.0        (0.9)     (34.5)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***