TCR_Public/110128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 28, 2011, Vol. 15, No. 27

                            Headlines

A & S LIVESTOCK: Case Summary & 3 Largest Unsecured Creditors
ALLY FINANCIAL: Treasury Hires Perella Weinberg for IPO Advice
AMBRILIA BIOPHARMA: Obtains April 29 Extension CCAA Stay
AMERICAN APPAREL: Ronald Burkle No Longer 5% Shareholder
AMERICAN INT'L: Should Be Broken Up to Unlock Value, Golub Says

AMIDEE CAPITAL: Selling Park Place Apartments to Substitute Buyer
AMR CORP: Enters Into $657MM Note Purchase Pact with U.S. Bank
ANTONE'S RECORDS: Tex. Judge Rules on Walser Estate Suit
ARETE HOLDINGS: Files for Chapter 11 to Sell Sleep Clinics
BALL FOUR: Bank Wants Case Dismissed or Converted for Bad Faith

BARRY B KREISLER: Tax Court Affirms IRS Determination
BLOCKBUSTER INC: S&P Says Secured Creditors Recovery May Decline
BORDERS GROUP: Has $550MM Refinancing Commitment from GE Capital
BROADSTAR WIND: Taking Bids for Substantially All Assets
CATHOLIC CHURCH: Milwaukee Proposes Baker Tilly as Accountant

CATHOLIC CHURCH: Priest Seeks $450,000 in Back Pay From Milwaukee
CATHOLIC CHURCH: Stay for Wilm. Parishes Extended by Six Months
CATHOLIC CHURCH: Wilm. Plan Exclusivity Extended to May 2
CB HOLDING: Restaurant Closings Spur Layoff Notice Bill
CENTRAL LEASING: Case Summary & 13 Largest Unsecured Creditors

CITIGROUP INC: Treasury to Net $312.2MM From Final Warrants Sale
CONTESSA PREMIUM: Files for Chapter 11 in Los Angeles
CONTESSA PREMIUM: Case Summary & 20 Largest Unsecured Creditors
DARLING INT'L: S&P Puts 'BB-' Rating on CreditWatch Positive
DEL MONTE FOODS: S&P Puts 'BB' Rating on Sr. Sec. Credit Facility

DEWITT REHABILITATION: Files for Chapter 11 in Manhattan
ENGLAND FOOD: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: New Orleans Court to Review J. Skilling's Case
ENRON CORP: Regents Wins OK to Deny Roig & Alentorn Claims
ERVAY LOFTS: Voluntary Chapter 11 Case Summary

FOUR LIONS: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: B. Smith's $75 Trillion Claim Disallowed
GENERAL MOTORS: New GM Speeds Up Restructuring at European Units
GENERAL MOTORS: Signs Agreement for Deutsche Set-Off
GREEN AGE: Case Summary & 20 Largest Unsecured Creditors

GREYSTONE PHARMA: Asks Court to Convert its Case to Chapter 7
GREYSTONE PHARMA: Seeks $90,000 in Emergency Funding from MMCM
HAMTRAMCK, MI: Has No Spare Cash to Fix Roads
HERTZ CORP: S&P Assigns 'B-' Rating on $500 Million Senior Notes
HILL TOP: U.S. Trustee Unable to Appoint Creditors' Committee

IDEARC INC: Tex. Ct. Rules on Imagine One's Infringement Claims
INTELLIGRATED INC: S&P Puts 'B' Rating on $175MM Secured Credit
ISC BUILDING: Reaches Deal with Committee on Plan
ISLAND WAY: Tranzon Auctioning 28 Florida Townhome Sites
ITC DELTACOM: S&P Holds 'B' Corporate Rating on Watch 'Positive'

IVY RESTAURANT: Court OKs Sale of Personal Property & Equipment
JAVO BEVERAGE: Organizational Meeting to Form Panel on Feb. 4
JOSEPH GENNACO: Dist. Ct. Affirms Dismissal of Investors' Suit
LAX ROYAL: MSCI 2006-Q11 Opposes Use of Cash Collateral
LAX ROYAL: Section 341(a) Meeting Scheduled for March 3

LEHMAN BROTHERS: Files Committee-Backed Chapter 11 Plan
LEHMAN BROTHERS: LB Australia Wants to Intervene in Suit vs. BNY
LEHMAN BROTHERS: Pulsar Files Suit to Impose Constructive Trust
LEHMAN BROTHERS: Lifts Stay to Settle Northgate's $304MM Claim
LEHMANN BROS FARMS: Bankr. Ct. Sends Suit v. CIT to State Court

LT INC: Voluntary Chapter 11 Case Summary
M FABRIKANT: Bankr. Court Rules on Creditors' Suit v. Banks
MARCUS LEE: District Judge Affirms Denial of Cash Collateral Use
MDC SYSTEMS: Court Rules on Trustee's Suit v. MDC LLC et al.
MEADOWBROOK FARMS: Bankr. Ct. Sends Suit v. CIT to State Court

MEDSCI DIAGNOSTICS: Bankr. Court Blocks SIF's Bid to Stay Order
METALS USA: S&P Raises Rating on $2750MM Secured Notes to 'B'
MIKE V REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
MIKE ZITTA: Court Denies BAC Home Loans' Bid to Lift Stay
MOUNTAIN VALLEY: Case Summary & 11 Largest Unsecured Creditors

ORBUS PHARMA: Sells Markham Property and Equipment
PLATINUM STUDIOS: Weinberg & Co. Replaces HJ as Accountants
POMPANO CREEK: Voluntary Chapter 11 Case Summary
PRIUM SPOKANE: Court Approves Davidson Backman as Counsel
QUANTUM FUEL: Amends Repayment Terms of Bridge Notes

QUANTUM FUEL: Needs Add'l Funding to Pay Notes After Feb. 15
QUEPASA CORP: Files Form 8-A for 1.9-Mil. Common Shares
RADIENT PHARMACEUTICALS: Hudson Bay Drops Suit After Swap
RADIENT PHARMACEUTICALS: Spin-Offs to Address Amex Non-Compliance
RAY ANTHONY: Seeks Exclusivity Extension to Continue Lender Talks

REAL ESTATE ASSOCIATES: S. Cordes Replaced by J. McGrath as "CEO"
REALOGY CORP: Expects to Report $4.1-Bil. Net Revenues for 2010
REALOGY CORP: To Issue $700-Mil. Notes to Prepay Existing Notes
REFCO INC: RCM Plan Administrator Makes 10th Interim Distribution
REFCO INC: Togut Wants to Dispose of Remaining Records

REFCO INC: Togut Wins Order Expunging Fimat Claim
ROVI CORP: Moody's Rates Proposed $600-Mil. Credit at 'Ba1'
ROVI CORP: S&P Puts 'BB+' Rating on New $300MM Term Loans
RW LOUISVILLE: Court Sets February 1 as General Bar Date
RW LOUISVILLE: Seeks 28-Day Extension of Exclusive Periods

SALINAS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
SANSWIRE CORP: Thomas Seifert Resigns from Board of Directors
SCITOR CORP: S&P Gives 'B' Rating on Proposed Credit Facility
SEA OATS: Case Summary & 6 Largest Unsecured Creditors
SEDGWICK CLAIM: S&P Affirms 'B+' Counterparty Rating

SETTLEMENT AND INTEGRATION: KPMG Appointed as Trustee
SEXY HAIR: Taps Peitzman Weg as Bankruptcy Counsel
SEXY HAIR: Wants to Hire CRG Partners as Financial Advisor
SHARON LUGGAGE: Closing at Least 3 Stores in North Carolina
SKINNY NUTRITIONAL: Receives Subscriptions for 34.5-Mil. Shares

SKY LOFTS: Court Sets March 4 as Claims Bar Date
SKY LOFTS: Files Schedules of Assets and Liabilities
SM ENERGY: Moody's Rates $250-Mil. Notes Offering at 'B1'
SM ENERGY: S&P Puts 'BB' Rating on Proposed $250MM Unsecured Notes
SMURFIT-STONE CONTAINER: S&P Puts 'BB-' Rating on Watch Positive

SPANISH BROADCASTING: Gen. Counsel Owns 500 Common Shares
STANFORD INT'L: Receiver Sues Miami Heat NBA Franchise
STEELCASE: Moody's Rates New $250MM Sr. Unsec. Notes at 'Ba1'
STRATEGIC AMERICAN: Board OKs $9.9MM Purchase of Galveston
SUMMIT BUSINESS: To File Pre-Negotiated Plan on Tuesday

SUMMIT BUSINESS: Proposes $5 Million of DIP Financing
TAVERN ON THE GREEN: Donald Trump Ready to Invest $20 Million
TCO FUNDING: Upgraded to 'Caa2' After PIK Notes Swapped to Equity
TERRESTAR CORP: Harbinger Entities Disclose 28.8% Equity Stake
TERRESTAR NETWORKS: Panel Has Approval for Sheppard as FCC Counsel

TERRESTAR NETWORKS: Panel Wins OK for Cassels as Canadian Counsel
TIB FINANCIAL: Subscription Period of 1.49MM Offering Expired
TIGRENT INC: Reaches C$250,000 Settlement with Tigrent
TOWER CO: Moody's to Keeps 'B1' Following $50MM Loan Hike
TOWERCO II: S&P Lowers Corporate to 'B' Due to Debt Hike

TURNER & ASSOCIATES: Lender Seeks to Recoup $2.2MM from Guarantors
ULTIMATE ACQUISITION: Files for Chapter 11 in Delaware
ULTIMATE ACQUISITION: Case Summary & Creditors List
USG CORP: Brian Cook Disposes of 12,688 Shares of Common Stock
VALENCE TECHNOLOGY: Enters Into Amendment No.3 to Wm Sales Pact

VALLEY COUNTRY: Members Have Deal to Save Golf Club
VITESSE SEMICONDUCTOR: Stockholders OK 2011 Stock Purchase Plan
VIVAKOR INC: McGladrey & Pullen Resigns as Accountant
WARNER MUSIC: Amends Restricted Stock Awards Pacts with Officers
WARNER MUSIC: Edgar Bronfman Discloses 7.9% Equity Stake

WASTE2ENERGY: Terminates Agreement with Quantum Solutions
WAVERLY GARDENS: Hearing to Dismiss Case Continued Until Feb. 15
WESTMORELAND COAL: Moody's Junks Rating on Proposed $150MM Notes
WHITEHALL AVENUE: Case Summary & 20 Largest Unsecured Creditors
WLH INVESTMENTS: Court Confirms Amended Reorganization Plan

WOLVERINE PROCTOR: Court Grants Equitable Subordination
XODTEC LED: Reports $795,500 Net Loss in November 30 Quarter
ZOO-KONCEPTS: Court OKs Zoo-Kini's Sale to Rodeny Warren

* Goldman Sachs Sees Bankruptcies in Dry Bulk Shipping Market
* U.S. Transportation Network Next Victim to Recession

* Canada to Develop Resolution System for Banks

* Cantor Opposes Bankruptcy, Federal Bail-Out for States

* BOOK REVIEW: Legal Aspects of Health Care Reimbursement

                            *********

A & S LIVESTOCK: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A & S Livestock, Inc.
        7898 N Hwy 55
        Jamestown, KY 42629

Bankruptcy Case No.: 11-10092

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Scott A. Bachert, Esq.
                  HARNED BACHERT & MCGEHEE PSC
                  324 E 10th St., P.O. Box 1270
                  Bowling Green, KY 42102
                  Tel: (270) 782-3938
                  E-mail: bachert@hbmfirm.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kywb11-10092.pdf

The petition was signed by Mark Antle, president.


ALLY FINANCIAL: Treasury Hires Perella Weinberg for IPO Advice
--------------------------------------------------------------
Michael J. de la Merced, writing for The New York Times' DealBook,
reports that the Treasury Department has hired boutique investment
bank Perella Weinberg Partners to advise the government on Ally
Financial's impending initial public offering this year, according
to a contract posted online on Thursday.

As reported by the Troubled Company Reporter on January 27, 2011,
people briefed on the matter told The New York Times' DealBook
that several major banks are expected to give presentations to
Ally Financial Thursday for a lead role in the impending sale of
the government's stake in the Company.  The sources spoke on
condition of anonymity because they were not authorized to speak
publicly on the matter.  A decision on the underwriters will come
several daysafter that, DealBook said.

The Treasury Department owns nearly 74% stake in Ally.

According to the NY Times, Perella Weinberg's contract is set for
12 months, expiring on Jan. 18, 2012, though it can be extended by
another six months if needed.  The firm is to be paid $500,000 a
month, for a maximum of $9 million.  A full-text copy of Perella's
contract is available at http://is.gd/IuHT8s

The NY Times notes a Perella Weinberg spokeswoman referred
comments to the Treasury Department.  The the NY Times says a
Treasury spokesman declined to comment beyond the contract.

                        About Ally Financial

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

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

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

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

As reported by the Troubled Company Reporter on January 26, 2011,
Standard & Poor's Ratings Services raised its rating on the
preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC'
from 'C'.  The ratings firm noted that Ally improved its liquidity
position and alleviated some funding pressure at its holding
Company in recent months, making it easier to meet obligations on
its preferred stock.  Nevertheless, the Company faces significant
debt maturities at its holding Company in 2011 and 2012, which is
reflected in the 'CC' rating.


AMBRILIA BIOPHARMA: Obtains April 29 Extension CCAA Stay
--------------------------------------------------------
Ambrilia Biopharma Inc. obtained a seventh order from the Superior
Court of Quebec extending in its effect the initial order issued
by the Court on July 31, 2009 covering Ambrilia and Cellpep Pharma
Inc., its subsidiary, until April 29, 2011, the whole pursuant to
the Companies' Creditors Arrangement Act (Canada) ("CCAA").  The
purpose of this extension is to provide Ambrilia with an
opportunity to continue its discussions and negotiations relating
to monetizing its assets, including its Antiviral Portfolio,
Octreotide and Goserelin, and/or selling or merging the Company,
and/or obtaining funding for the development of its Antiviral
Portfolio, and, if successful, to develop and file a plan of
arrangement for consideration by its creditors and to complete its
restructuring process.  As mentioned an its earlier press release,
although Ambrilia's current discussions with interested parties
have progressed, there is no assurance that such process will lead
to any transaction.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia's proceedings under
the CCAA and there is no assurance that its creditors and other
stakeholders, including shareholders, will recover their claim or
investment.

Ambrilia has been operating under the protection of the CCAA since
July 31, 2009.  This protection is currently in force until
April 29, 2011. Ambrilia has been providing bi-weekly Default
Status Reports under National Policy 12-203 - Cease Trade Orders
for Continuous Disclosure Defaults since the month of August 2009.

                    About Ambrilia Biopharma

Ambrilia Biopharma Inc. is a biotechnology company focused on the
discovery and development of novel treatments for viral diseases
and cancer.  The Company's strategy aims to capitalize on its
broad portfolio and original expertise in virology.  Ambrilia's
product portfolio is comprised of oncology and antiviral assets,
including two new formulations of existing peptides for cancer
treatment, a targeted delivery technology for cancer, an HIV
protease inhibitor program as well as HIV integrase and entry
inhibitors, Hepatitis C virus inhibitors and anti-Influenza A
compounds.

The Company is currently subject to court protection under the
CCAA.


AMERICAN APPAREL: Ronald Burkle No Longer 5% Shareholder
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 25, 2011, Ronald W. Burkle disclosed that he
beneficially owns 3,400,800 shares of common stock of American
Apparel, Inc. representing 4.3% of the shares outstanding.
The calculation of percentage ownership is based on 79,109,694
shares of Common Stock outstanding, which is equal to (i)
71,447,445 shares of Common Stock outstanding as of November 9,
2010, as reported by the Company in its Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2010, plus (ii)
1,129,576 shares of Common Stock sold by the Company on  December
1, 2010, as reported by the Company in its Current Report on Form
8-K filed with the SEC on December 2, 2010, plus (iii)  6,532,673
shares of Common Stock  granted to executive and non-executive
management employees and certain consultants to the Company on
November 26, 2010, as reported in the December 2, 2010 Company
8-K.

In separate transactions from January 10, 2011 to January 20,
2011, Mr. Burkle sold an aggregate of 909,500 shares.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN INT'L: Should Be Broken Up to Unlock Value, Golub Says
---------------------------------------------------------------
Bloomberg News' Andrew Frye, Hugh Son and Betty Liu report that
Harvey Golub, former chairman of American International Group
Inc., said the bailed-out U.S. insurer should be broken up
eventually because the firm's two main businesses have "no
strategic fit between them."

"Longer-term, AIG shouldn't exist," Mr. Golub said in an interview
for airing Jan. 28 on Bloomberg Television's "In the Loop with
Betty Liu."  He said AIG's Chartis property-casualty unit and
SunAmerica Financial Group life insurer should be independent
firms.

"When it gets broken apart, as I think ultimately it will, both of
those pieces may unlock much greater value," Mr. Golub said in the
interview.

Bloomberg notes Mr. Golub, 71, a former chairman and CEO of
American Express Co., was hired at AIG in 2009 to help oversee
asset sales and simplify a company that leased planes, held
derivatives and made home loans.  He clashed with AIG's current
CEO Robert Benmosche over the divestiture of AIG's biggest non-
U.S. life-insurance unit, AIA Group Ltd., and was replaced by
Steve Miller in July after 11 months as chairman.

Bloomberg relates Mr. Benmosche, 66, identified Chartis and
SunAmerica as "the core of AIG's nucleus of businesses" in a June
letter to employees.  AIG also owns mortgage insurer United
Guaranty Corp. and International Lease Finance Corp., an aircraft-
leasing company.

According to Bloomberg, Jonathan Hatcher, a Jefferies Group Inc.
analyst in New York, said investors may benefit if the main units
were split.  Mr. Hatcher, a former Federal Deposit Insurance Corp.
bank examiner, said in an interview, "No one in management would
ever say this because it creates uncertainty, but you could
actually argue the company is worth more broken apart."  He added,
"Equity investors are going to be valuing the parts separately
anyway."

                             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.


AMIDEE CAPITAL: Selling Park Place Apartments to Substitute Buyer
-----------------------------------------------------------------
Amidee Capital Group, Inc., and its debtor-affiliates, have
requested the U.S. Bankruptcy Court for the Southern District of
Texas to issue an amended order approving the sale of their Park
Place Apartments to substitute purchaser GrayRad 42, LLC, for
$450,000 in cash.

On October 19, 2010, the U.S. Bankruptcy Court for the Southern
District of Texas approved the sale of the Debtors' Park Place
Apartments to Michael A. Beiser as the Successful Bidder with a
bid of $475,000 at the auction.  Meritas Capital, LLC, was the
Reserve Bidder with a bid of $475,000 and Sterling Bank was the
Second Reserve Bidder with a credit bid in the same amount.

Neither the Successful Bidder nor Reserve Bidder has been able to
close on the sale of the assets.  GrayRad offered to buy the Park
Place Apartments for $450,000 in cash "ostensibly" on the same
terms as those approved in the original sale order.  Secured
creditor Sterling Bank has agreed to the sale.

                      About Amidee Capital

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.

Amidee Capital filed for Chapter 11 bankruptcy protection on
January 17, 2010 (Bankr. S.D. Tex. Case No. 10-20041).  Matthew S.
Okin, Esq., Sara Mya Keith, Esq., at Okin Adams & Kilmer LLP, in
Houston, represent the Debtors as counsel.  Amidee
Capital estimated $10 million to $50 million in assets and debts
in its Chapter 11 petition.  The Company's affiliates -- Amidee
2006 Preferred Real Estate Income Program, Ltd., et al. -- filed
separate Chapter 11 petitions.  Matthew Scott Okin, Esq., at Okin
Adams & Kilmer LLP, represents the Debtors.


AMR CORP: Enters Into $657MM Note Purchase Pact with U.S. Bank
--------------------------------------------------------------
On January 25, 2011, American Airlines, a wholly-owned subsidiary
of AMR Corporation, and U.S. Bank Trust National Association, as
subordination agent and as pass through trustee under two pass
through trusts newly formed by American, U.S. Bank National
Association, as escrow agent under the Escrow Agreements, and U.S.
Bank Trust National Association, as paying agent under the Escrow
Agreements, entered into a Note Purchase Agreement.  The Note
Purchase Agreement, subject to certain terms and conditions,
provides for the future issuance by American of equipment notes
in the aggregate principal amount of $657,032,000 to be secured by
30 Boeing aircraft owned by American as specified in the Note
Purchase Agreement.  Pursuant to the Note Purchase Agreement and
the form of Participation Agreement and form of Indenture and
Security Agreement, upon the financing of each Aircraft, the
Trustee will enter into a Participation Agreement and will
purchase the Equipment Notes to be issued under an Indenture and
Security Agreement substantially in the form of the Form of
Indenture to be entered into by American and U.S. Bank Trust
National Association, as loan trustee, with respect to such
Aircraft.  The payment obligations of American under the Equipment
Notes will be fully and unconditionally guaranteed by AMR.

Each Indenture contemplates the issuance of Equipment Notes in two
series: Series A, bearing interest at the rate of 5.25% per annum,
and Series B, bearing interest at the rate of 7.00% per annum, in
the aggregate principal amount equal to $503,206,000, in the case
of Series A Equipment Notes, and $153,826,000, in the case of
Series B Equipment Notes.  The Equipment Notes will be purchased
by the Trustee, using the proceeds from the sale of American
Airlines Pass Through Certificates, Series 2011-1A, and American
Airlines Pass Through Certificates, Series 2011-1B.

Pending the purchase of the Equipment Notes, the proceeds from the
sale of the Certificates of each Class were placed in escrow by
the related Trustee pursuant to separate Escrow and Paying Agent
Agreements, each dated as of January 25, 2011, among the Escrow
Agent, the Paying Agent, the Underwriters and the related Trustee.
The escrowed funds were deposited with The Bank of New York Mellon
under a separate deposit agreement for each Class of Certificates,
each dated as of January 25, 2011, between the Escrow Agent and
the Depositary.

The interest on the Equipment Notes and the escrowed funds is
payable semi-annually on each January 31 and July 31, beginning on
July 31, 2011.  The principal payments on the Equipment Notes are
scheduled for payment on January 31 and July 31 in certain years,
beginning on July 31, 2011.  Final payments will be due on January
31, 2021, in the case of the Series A Equipment Notes, and January
31 2018, in the case of the Series B Equipment Notes.  Maturity of
the Equipment Notes may be accelerated upon the occurrence of
certain events of default, including failure by American to make
payments under the applicable Indenture when due or to comply with
certain covenants, as well as certain bankruptcy events involving
American.  The Equipment Notes issued with respect to each
Aircraft will be secured by a lien on such Aircraft and also will
be cross-collateralized by the other Aircraft financed pursuant to
the Note Purchase Agreement.

The Certificates were registered for offer and sale pursuant to
the Securities Act of 1933, as amended, under American's and AMR's
shelf registration statement on Form S-3.  The Certificates were
sold pursuant to the Underwriting Agreement, dated as of January
20, 2011, among American, AMR and Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the underwriters named therein.

                       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.


ANTONE'S RECORDS: Tex. Judge Rules on Walser Estate Suit
--------------------------------------------------------
Allen Ray Walser, et al., v. Texas Music Group, Inc., Antone's
Records, Inc., Randolph W. Clendenen, Heinz Geissler, James W.
Heldt and Texas Clef Entertainment Group, Inc., Adv. Pro. No.
09-01010 (Bankr. W.D. Tex.), was initially filed in Texas state
district court but was removed to the Bankruptcy Court on
February 17, 2009, following the Debtors' bankruptcy.  The
Plaintiffs are the family and estate of musician, Don Walser.  The
Plaintiffs contend that Debtors failed to pay Don Walser certain
royalties under a Recording Agreement executed in 1994 between Don
Walser and Watermelon Records, Inc.

Don Walser was a country singer known for his distinctive yodeling
and singing voice.  He composed and recorded albums pursuant to a
recording contract with a record label, Watermelon Records, which
was owned by Heinz Geissler.  After Watermelon filed Chapter 11
bankruptcy in 1998, Watermelon sold its interest in the Walser
master recordings through a bankruptcy sale to the Debtors, and
who employ Mr. Geissler as their label group manager.

Mr. Heldt is a benefactor of Antone's Records, TMG, and Texas
Clef.  He was not involved in the day-to-day operations of the
Debtors.  Mr. Clendenen served as President of the Debtors.

Watermelon's Joint Plan of Reorganization was confirmed April 23,
2001.

The Plaintiffs seek to rescind the contract regarding Don Walser's
albums Rolling Stone from Texas and Texas Top Hand.  The
Plaintiffs also seek a claim for breach of contract, and breach of
fiduciary duty on the part of the Defendants.  The Plaintiffs also
assert that the corporate veil should be pierced with respect to
Defendants Geissler, Clendenen, and Heldt, and that they should be
held liable for the Plaintiffs' claims against the Debtors.

The Defendants object to the proofs of claim filed by the
Plaintiffs, asserting that $28,161.41 plus pre-judgment interest
in the amount of $1,025.15, rather than over $300,000 is owed the
Plaintiffs.  The Plaintiffs' expert witness, George Berry, valued
the Plaintiffs' opportunity loss at $182,646.05.

In his January 24, 2011 Memorandum Opinion, Bankruptcy Judge Craig
A. Gargotta held that the Defendants breached the contract, and
the Defendants failed to properly cure during the period provided
for cure.  Therefore, contract damages for $28,161.41, plus
pre-judgment interest for $1,025.15, should be awarded to the
Plaintiffs.  Judge Gargotta said no claims survive from the
Watermelon bankruptcy period.  The Court denied actions for
rescission, breach of fiduciary duty, and piercing the corporate
veil.  A copy of Judge Gargotta's decision is available
at http://is.gd/vomATPfrom Leagle.com.

                      About Antone's Records

Antone's Records, Inc., Texas Music Group, Inc., and Texas Clef
Entertainment Group, Inc. are three Austin-based record labels in
the business of recording and selling music created primarily by
Texas and Austin musicians.  Antone's Records, TMG, and Texas Clef
filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Case Nos.
08-12292, 08-12293, 08-12294) on November 18, 2008.  Stephen W.
Sather, Esq., at Barron & Newburger, P.C., in Austin, represents
the Debtors.  In its petition, Antone's Records reported between
$500,000 and $1 million in estimated assets and debts.


ARETE HOLDINGS: Files for Chapter 11 to Sell Sleep Clinics
----------------------------------------------------------
Arete Holdings, LLC, and four affiliates filed for Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 11-02009) on January 26,
2011.

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

Daniel Dempsey, chief restructuring officer of the Debtors,
relates that since 2002, the Debtors have provided integrated,
high quality sleep medicine and total patient care services.
Based in Scottsdale, Arizona, the Debtors operate 19 sleep
diagnostic clinics across Arizona, Oregon, Texas and Washington,
generating annual gross revenues of $18,000,000.  As of the
Petition Date, the Debtors employed approximately 140 medical and
nonmedical professionals, and engaged the services of
approximately 32 independent contractors, including eight medical
directors and 25 reading physicians.

                         Sale of Assets

According to Mr. Dempsey, in 2002, True North Partners, LLC,
furnished the equity necessary to acquire the assets used to
commence the Debtors' business operations.  The Debtors were
focused on an aggressive growth strategy with the goal of
achieving rapid expansion and becoming a leading company providing
sleep services.  In 2007, after five years of losses and more
limited growth opportunities the strategy changed to: (i)
eliminate the losses and needs for additional investment; (ii)
transition True North's involvement in the Debtors to one of a
minority participant; or (iii) dispose of the Debtors' business
operations in connection with a sale.

In September 2009, Arete Holdings retained the services of two
consultants to explore the partnering, sale and investment
opportunities for the Debtors: (i) Paul Wallace of Step Function
Partners was tasked with exploring the prospect of locating a
financial partner for the Debtors, and (ii) Lawrence Bain of ITH
Partners, LLC was tasked with locating strategic partners for the
Debtors that would acquire all, or substantially all, of the
Debtors' assets.  By December 2009, however, Messrs. Wallace and
Bain were still unsuccessful in obtaining a single additional
investment dollar or concrete sale offer.

In February 2010, the Debtors received an unsolicited
communication from Clinical Research Advantage, the parent company
of Sleep Science, Inc., pursuant to which CRA expressed its
interest in purchasing substantially all of the Debtors' assets.
In March 2010, the Debtors and CRA executed a non-disclosure
agreement to facilitate the exchange of information in furtherance
of a potential sale, and, in May 2010, the Debtors received
a received a Letter of Intent from CRA, pursuant to which CRA
offered to purchase substantially all of Arete's assets.

In July 2010, CRA amended the First Letter of Intent in order to
limit its purchase offer to the Debtors' assets within the State
of Arizona, and to exclude all assets located within Oregon, Texas
and Washington.  In August 2010, the Debtors attempted to locate a
potential purchaser for the Non-Arizona Assets, and contacted a
number of companies that operate within the sleep disorder
diagnosis industry to solicit interest, including the following:
(i) SleepMed, Inc., the nation's largest provider of
diagnostic services for sleep disorders and epilepsy; (ii) Sleep
Health Centers, an operator of sleep testing laboratories in
Arizona, Connecticut, Massachusetts and Rhode Island; (iii)
Graymark Healthcare, Inc., a publicly traded corporation that
operates sleep diagnostic centers in Florida, Iowa, Kansas,
Missouri, Minnesota, Nebraska, New York, Oklahoma, South Dakota
and Texas; (iv) Total Sleep Diagnostics, a sleep diagnostic
organization with testing facilities in Arizona, Georgia, Indiana,
Kansas, Louisiana, Massachusetts, Missouri, and Texas; (v)
SleepWorks, Inc., an operator of 45 sleep center locations
throughout eleven states located primarily in the eastern half of
the United States; and (vi) Dormir, Inc., a sleep disorder health
care provider that operates, together with certain of its
affiliates, diagnostic and testing facilities across the nation.

Although some limited interest in the Non-Arizona Assets was
expressed by entities other than CRA and Sleep Science, none of
those prospects resulted in an asset purchase agreement, and all
letters of intent related to the Non-Arizona Assets have expired
and/or been terminated.  However, in December 2010, CRA and Sleep
Science increased the purchase price under discussion to also
include consideration for the Non-Arizona Assets.  As a result,
following nearly eighteen months of concerted efforts at marketing
the Debtors for sale and/or soliciting interest from additional
equity investors, the Debtors believe that Sleep Science -- the
party designated by CRA to acquire the assets of the Debtors -- is
the sole entity that has expressed a sincere interest in entering
into an asset purchase agreement to purchase substantially all the
Debtors' assets.

                     Current Market Conditions

The Debtors blamed the Chapter 11 filing on "the current market
conditions facing sleep diagnostic centers."

According to Mr. Dempsey, due to the recent economic downturn,
employers have scaled down the medical benefits they provide to
their employees.  At the same time, patients have limited their
health care services to strict "necessities" that may not include
diagnosis or treatment of sleep disorders.  He added that federal
and state governments, as well as private insurance companies,
have reduced the reimbursement rates for certain medical services,
including those attributable to the diagnosis and treatment of
sleep disorders.  He added that the sleep disorder diagnostic
industry has become more regulated, thereby increasing the cost of
doing business.  "The net result of such changes is that the
average profits per clinic location has decreased in recent years,
thereby making it more difficult to operate a successful sleep
disorder diagnostic center that is cash positive," he said.

According to Mr. Dempsey, in addition to these general market
conditions, in January 2010, the Debtors received communications
from CMS regarding a review of the Debtors' Medicare and Medicaid
reimbursement accounts.  The review of the Debtors' books and
records by CMS continued for nine months after the initial
inquiry.  This review caused significant disruption to the
Debtors' normal business operations and resources were directed
away from ordinary business operations to assist with the
administration of, and compliance with, the review. During the
nine-month period, the Debtors incurred an estimated $500,000 in
expense directly attributable to the CMS review.  Furthermore,
modifications to the Debtors business practices prompted by the
findings of the CMS review have created an additional $500,000 in
annual operating expenses.

"The general market conditions of the sleep disorder diagnostic
and treatment industry, together with the particular challenges
faced by the Debtors, have caused the Debtors to operate their
business with a negative cash flow throughout 2010, thereby
prompting significant liquidity problems and necessitating the
extensive marketing efforts related to the sale of substantially
all the Debtors' assets and culminating in the filing of these
Chapter 11 Cases," Mr. Dempsey said.

Anticipating an unsustainable negative cash flow, the chapter 11
cases were commenced, inter alia, because the only available
source of funds to sustain operations and maximize the value of
the Debtors' assets was debtor-in-possession financing while the
Debtors' finalize the sale process.

The Debtors say they have debtor-in-possession financing that
should provide them with sufficient funds to operate their
business while seeking to sell their assets on a going concern
basis.


BALL FOUR: Bank Wants Case Dismissed or Converted for Bad Faith
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will resume
the hearing on FirsTier Bank's request to either dismiss the
Chapter 11 bankruptcy case of Ball Four, Inc. or convert it to a
case under Chapter 7, pursuant to Section 1112(b) of the
Bankruptcy Code, on February 3, 2011, at 1:30 p.m.

FirsTier Bank counsel, Neal K. Dunning, Esq., at Brown, Berardini
& Dunning, P.C., in Denver, Colorado, contends that the Debtor has
filed the Chapter 11 case in bad faith, stating that "[t]he
Debtor's purpose in filing the bankruptcy was not due to concerns
for the value of the property, preservation of necessary assets,
orderly liquidation of assets or for protection of equity for
unsecured creditors."

Rather, the Debtor's purpose in filing the bankruptcy was "to stay
the legitimate efforts of FirsTier from enforcing its rights to
foreclose the Deed of Trust on the subject property for [the]
Debtor's failure to pay on the Note for over one year," Mr.
Dunning argues.

On September 24, 2005, the Debtor executed a Promissory Note in
the principal amount of $1,950,000 in favor of FirsTier, which
note is secured by a Deed of Trust on real property commonly known
as 2101 W. 64th Avenue, in Denver, Colorado.  There have been
subsequent Change in Terms Agreements executed by the parties,
increasing the face amount of the Note to $2,863,591.  The Note is
now matured, Mr. Dunning relates.

The Debtor has not paid on the Note for over a year and, as a
result, FirsTier commenced a Rule 120 foreclosure proceeding with
the Adams County Public Trustee office.  The primary asset of the
Debtor is the real property and an offsite gaming license.  Mr.
Dunning notes that the Chapter 11 case was filed on the day before
the foreclosure was to proceed to public trustee sale.

FirsTier is the primary creditor of the Debtor.  Although the
Debtor disputes the debts with some of its other creditors, the
Debtor is not past due with any of its trade vendors concerning
its current operations at the real property, Mr. Dunning says.

The timing of the filing of the petition evidences an intent by
the Debtor to delay or frustrate FirsTier's legitimate foreclosure
remedies as provided by the Note and Deed of Trust, Mr. Dunning
asserts.  It is unlikely the Debtor can effectuate a plan of
reorganization, especially in light of its lack of adequate
financial records, he tells the Court, noting that the Debtor does
not maintain adequate records to advise creditors of the nature
and extent of its assets and liabilities.

Mr. Dunning adds that the Debtor does not have tangible proof of
adequate accounting or financial records evidencing its ability to
reorganize.

                         About Ball Four

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


BARRY B KREISLER: Tax Court Affirms IRS Determination
-----------------------------------------------------
The Commissioner of Internal Revenue notified Barry B. Kreisler
that it intended to collect his 2000 income-tax liability by levy.
Mr. Kreisler requested a pre-levy hearing with the IRS Appeals
Office.  After the hearing, he received an adverse determination
from that office.  He has appealed that determination to the
United States Tax Court.  In his January 25, 2011 Memorandum
Opinion, Judge Richard T. Morrison sustained that determination.
A copy of the Tax Court's opinion is available at
http://is.gd/GBlBQefrom Leagle.com.

On June 5, 2002, Barry B. Kreisler filed a Chapter 11 bankruptcy
petition.  In November 2002, Mr. Kreisler's bankruptcy case was
converted from Chapter 11 to Chapter 7.


BLOCKBUSTER INC: S&P Says Secured Creditors Recovery May Decline
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Blockbuster Inc.  The Company filed for Chapter 11 bankruptcy
protection on Sept. 23, 2010.  The reorganization is taking longer
and will likely be more costly than originally expected.

Recently, the Company asked the secured bondholders for an
additional $200 million-$250 million to fund its exit from
bankruptcy.  S&P believes that whether the Company reorganizes or
is sold, that the secured noteholders (about $630 million
outstanding) will receive meaningful (50%-70%) recovery and the
subordinated noteholders (about $300 million outstanding) will
receive negligible (0%-10%) recovery.  The recovery for the
secured noteholders could decline during bankruptcy if:

  -- The value of the Company's assets (mainly inventory and real
     estate) were to decline, resulting in average (30%-50%)
     recovery upon a sale or emergence from bankruptcy; or

  -- If there was an increase in the amount of super-priority
     claims ahead of the secured holders in bankruptcy.

Currently, there is a super-priority claim of about $125 million
for the senior secured revolving credit facility.

In addition, S&P believes that if the Company were to implement a
successful business plan or the value of the assets were greater
or the super-priority claim were reduced, then S&P estimate that
recovery could increase and secured noteholders could receive
substantial (70%-90%) recovery.  While this is a possibility, S&P
do not believe that it is likely.


BORDERS GROUP: Has $550MM Refinancing Commitment from GE Capital
----------------------------------------------------------------
Borders Group, Inc. has received a commitment from GE Capital,
Restructuring Finance to provide a $550 million senior secured
credit facility that, upon completion, including the obtaining of
$125 million of additional junior debt financing via the
conversion of vendor payables and/or external sources, will
provide Borders with the financial flexibility and an appropriate
level of liquidity to move forward with its strategy to reposition
its business model and the Borders brand.  GE Capital provided its
financing commitment following a comprehensive review of the
company's strategic plan to restructure its business model by
focusing on core business areas in order to improve profitability
and cash flow.

The new $550 million senior secured credit facility, once funded,
will mature in 2014, and will replace the company's existing
revolving senior credit and term loan facilities.

The commitment provided by GE Capital is subject to certain
conditions, including:

* The successful syndication of $175 million of the senior credit
  facility with other lenders, which GE Capital and the company
  are both working to secure;

* $125 million of junior debt financing provided by certain
  vendors and other lenders;

* The completion of supporting financing arrangements with the
  company's vendors, landlords and other financing parties on
  terms satisfactory to GE Capital;

* Borders' finalization of a store closure program comprising the
  identification of underperforming stores that will be closed as
  soon as practicable;

GE's completion of its business, financial and legal due
diligence; the negotiation and execution of definitive financing
documents; the absence of any material adverse change in the
company's business or financial condition; and other customary
conditions.

Borders Group President Mike Edwards stated, "We are pleased that,
after a thorough review of our business strategy and related long-
term potential by GE Capital and outside experts, GE Capital is
committing to put in place a new senior financing facility for the
company.  This is an important step for Borders toward
implementation of its comprehensive plan to reposition itself as a
vibrant national retailer of books and other related products to
the consumer.  We strongly believe that, based on our business
strategy, Borders will be able to transform its business to
capitalize on the evolving reading marketplace and perform as a
best-in-class destination and shopping experience for consumers."

Under the new business plan, the company's strategy will focus on
five key areas:

* Continuing to expand and enhance the Borders Rewards Plus
  program;

* Strengthen the company's position as a purveyor of content by
  aggressively growing Borders.com and eBook market share;

* Expand and enhance the company's overall retail mix, including
  non-book offerings, to improve profitability and offset the
  digital effect;

* Aggressively reduce costs across the business, including costs
  in the supply chain network and store portfolio;
  Make strategic investments in IT to improve the customer
  experience.

Borders previously reported that, as part of its refinancing
efforts, it had delayed payments to its vendors.  Subsequently,
the company has been in discussions with certain of those vendors
on restructuring its financing arrangements.  The company has also
been in discussions with certain landlords and other parties with
respect to arrangements, including financing arrangements, that
support the company's business plan. The company believes that
today's commitment from GE Capital positions Borders well to move
the business forward, and expects to demonstrate to its vendors
how their support for Borders will be to the benefit of the
company, the vendors and their shared consumers.

"Borders is doing everything possible to maintain its long-term
and valued relationships with our vendors and publishers, which
are in the best interests of serving our combined customers.  We
view the refinancing route as the most practical, efficient and
beneficial to all parties, and we are working with our vendors in
this regard.  At the same time, given the current environment
surrounding Borders, and in order to assure that the company can
pursue its efforts to position itself to properly implement its
business plan, it is prudent as well for Borders to explore
alternative avenues, including the possibility of an in-court
restructuring.  We are confident that whatever path Borders
pursues to implement its strategy, we will be able to count upon
the support of our vendors, who understand the critical role a
strong Borders provides to the reading public," commented Mr.
Edwards.

                           *     *     *

Reuters' Martinne Geller and Jonathan Stempel report that James
McTevia, a bankruptcy restructuring consultant with McTevia &
Associates, said Borders' discussion of a possible "in-court
restructuring" was referring to a bankruptcy filing.  Mr. McTevia
said, "Borders has a commitment for financing that allows it to
walk down two paths at the same time."

According to Reuters, Mr. McTevia added, "Borders can try to get
unsecured creditors and landlords in line, and restructure the
unsecured debt out of court."  He continued, "The other path is a
Chapter 11 reorganization.  I imagine it is a heck of a lot easier
for GE to participate in this credit facility if it were to
involve debtor-in-possession financing, which would protect the
lenders' interests."

Reuters relates Mary Davis, a Borders spokeswoman, declined to
elaborate on Borders' press statement.  GE Capital was not
immediately available for comment.

According to Reuters, people familiar with the situation said
earlier this month that Borders has hired restructuring specialist
FTI Consulting Inc. to help analyze its financing.

            Publishers Won't Take Interest-Bearing Note

The Wall Street Journal's Mike Spector And Jefffrey A.
Trachtenberg report that on Thursday evening, one publisher said
it was unimpressed by Borders Group's plans and indicated that it
wouldn't accept an interest-bearing promissory note in exchange
for a missed December payment for books.  "In order to accept the
note, you have to believe that their strategy will work, but their
strategy is to continue doing what they've been doing," this
person said.

The Journal also reports that a second publisher also said it was
unwilling to accept an interest-bearing note.  "They haven't
shared a plan that makes their long-term future look more
sustainable than of late," said this person. "It compromises our
relationships with other customers.  Also, we aren't bankers to
our customers."
                      About Borders Group

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

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

According to the Journal, Borders has tapped investment bank
Jefferies & Co. and law firm Kasowitz, Benson, Torres & Friedman
to advise on its current refinancing efforts.

The New York Times' DealBook, citing people briefed on the
situation, said publishers have been given until February 1 to
decide whether they are willing to accept Border's proposal to
turn overdue payments into a loan.  According to DealBook, Borders
is asking publishers to take up to one-third of the company's
reorganized debt, but the exact percentage has not yet been
determined.

The New York Times also reported that the law firm Lowenstein
Sandler and the consulting firm Alvarez & Marsal represented
publishers during their meeting with Borders.

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

As of October 30, 2010, Borders had total assets of
$1.35 billion, total liabilities of $1.40 billion, and a
stockholders' deficit of $40.8 million.


BROADSTAR WIND: Taking Bids for Substantially All Assets
--------------------------------------------------------
Broadstar Wind Systems Group, LLC, intends to sell substantially
all of its assets, and the U.S. Bankruptcy Court has approved
uniform bidding procedures in connection with that effort.  The
deadline to submit a Qualified Bid is 4:00 p.m., prevailing
Central Time, on Feb. 16, 2011.  An auction is scheduled for
10:00 a.m., prevailing Central Time, at Andrews Kirth LLP's
offices in Dallas, Tex.  The Bankruptcy Court will hold a sale
hearing at 3:15 p.m., prevailing Central Time, on Feb. 22, 2011,
in Dallas.  Objections, if any, should be filed by 4:00 p.m.,
prevailing Central Time, on Feb. 21, 2011, and served on the
Debtor's counsel:

         Monica S. Blacker, Esq.
         Andrews Kurth LLP
         1717 Main Street, Suite 3700
         Dallas, TX 75201
         E-mail: monicablacker@andrewskurth.com

Engineering and technology firm BroadStar Wind Systems Group LLC
sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-33373)
on May 11, 2010, and arranged for a $1.5 million debtor-in-
possession loan at the time of the filing.  The Debtor estimated
its assets at less than $50,000 and its debts at more than
$1 million.

Three affiliates of Broadstar Wind Systems Management, LLC, also
sought chapter 11 protection on May 11, 2010: BroadStar
Developments LP (Bankr. N.D. Tex. Case No. 10-33378); Broadstar
Wind Systems LP (Bankr. N.D. Tex. Case No. 10-_____); and
BroadStar Developments Management LLC (Bankr. N.D. Tex. Case No.
10-33375).


CATHOLIC CHURCH: Milwaukee Proposes Baker Tilly as Accountant
-------------------------------------------------------------
The Archdiocese of Milwaukee seeks permission from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Baker Tilly Virchow Krause LLP as its accountants, nunc pro
tunc to the Petition Date.

Prior to the Petition Date, the Archdiocese called upon Baker
Tilly to assist it in the preparation of Federal Form 990-T and
performance of yearly audits, John J. Marek, treasurer and chief
financial officer of the Archdiocese, informs the Court.

The Archdiocese submits that the uninterrupted service of Baker
Tilly is vital to the efficient and cost effective operation of
its business and compliance with financial obligations.

As accountants, Baker Tilly will:

  -- provide consulting services on reorganization accounting,
     tax, and financial issues;

  -- perform yearly audits; and

  -- prepare Federal Form 990-T.

The Archdiocese will pay Baker Tilly on an hourly basis based on
the firm's customary hourly rates for services rendered, and will
reimburse it for actual, necessary expenses incurred in connection
with the employment.

The primary members of Baker Tilly, who will be handling the
Archdiocese's case and their current standard hourly rates, are:

  Professional               Hourly Rate
  ------------               -----------
  Paul F. Batchelor                 $320
  Amy W. Jeninga                    $210
  Partners                   $310 - $350
  Managers and Directors     $190 - $250
  Staff                      $120 - $180

Pursuant to Rule 2014 of the Local Rules of the United States
Bankruptcy Court for the Eastern District of Wisconsin, Baker
Tilly's good faith estimate of fees incurred consistent with the
services to be provided for 2011, barring currently unforeseen
circumstances, is $75,000.

Paul F. Batchelor, a member of Baker Tilly, assures the Court that
the firm's services, if any, to companies that has provided goods
and services to the Archdiocese are unrelated to the bankruptcy
proceedings and do not create a conflict of interest.

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Priest Seeks $450,000 in Back Pay From Milwaukee
-----------------------------------------------------------------
Reverend Marvin T. Knighton, a Catholic priest accused of sexual
abuse, sent a letter to the United States Bankruptcy Court for the
Eastern District of Wisconsin disclosing his "concern" over a
purported "mishandling" of his case by the Archdiocese of
Milwaukee.

Rev. Knighton, a priest at the Archdiocese, pointed to the
failure of the Archdiocese to fulfill its legal and financial
responsibilities to him, including turning over approximately
$450,000 he says he's owed.

Rev. Knighton informed the Court that he is a priest of good
standing until he was falsely accused of sexual abuse in February
2002.  He was acquitted of the allegations a year later after a
criminal trial.

The acquittal was on charges that Rev. Knighton abused a boy in
the late 1980s, the Milwaukee Journal Sentinel reports.

The Archdiocese has received notice of at least one other
allegation of abuse against Rev. Knighton, reports Jacqueline
Palank of The Wall Street Journal.

The priest has since asked to be reinstated; however, his case
remains pending with the Catholic Church.

According to the Journal, Rev. Knighton remains on the
Archdiocese's list of restricted priests, who face "substantiated
reports" that they sexually abused minors.  The restriction
prevents those priests from publicly celebrating the church
sacraments and from presenting themselves as priests "in any way."

"It isn't my attention for you to address this issue," Rev.
Knighton tells the Court.  "I am more concerned [about] the
failure of the Archdiocese to financially compensate me within the
legal confines of our Catholic Faith.  That legal bind is with
Canon Law," he continues.

Rev. Knighton asserts that he has gone into tremendous debt.  "Due
to their failure to live up to legal and financial
responsibilities for me as a priest, the Archdiocese owes me
approximately $450,000 in back pay, which includes stipends to
offset Social Security payment for me to also invest for my
retirement," he alleges.  "This of course does not include if I
were to sue them in Civil Court for emotional damages which I
believe I could, if I chose to do so," he says.

Jerry Topczewski, chief of staff for Archbishop Jerome E.
Listecki, however, denied that the Archdiocese mishandled Rev.
Knighton's case, Journal Sentinel reports.  Mr. Topczewski also
said that the Archdiocese has no plans to reimburse Rev. Knighton.

"The case has followed canonical procedures and is pending," Mr.
Topczewski said about Rev. Knighton's case.

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Stay for Wilm. Parishes Extended by Six Months
---------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware again extended to the Catholic Diocese of
Wilmington, Inc.'s parishes the automatic stay under Section
362(a) of the Bankruptcy Code with respect to all pending actions
arising under the Delaware Child Victim's Act of 2007 in which the
Diocese and a Parish are co-defendants.

The Parish Co-Defendant Cases are stayed in their entirety until
the earlier of the conclusion of the confirmation hearing or six
months from January 21, 2011, unless otherwise ordered by the
Court.

For the avoidance of doubt, the automatic stay does not apply as
to the Non-Debtor Defendants in the cases pending in the Delaware
Superior Court on behalf of Messrs. John Doe #2 (C.A. No. 08C-06-
017 (JTV)), John Doe #3 (C.A. No. 08C-06-033 (JTV)), John Doe #4
(C.A. No. 08C-10-028 (JTV)), Schulte (C.A. No. 08C-07-017 (JTV)),
Sowden (C.A. No. 08C-06-054 (JTV)), Flanigan (C.A. No. 08C-05-040
(JTV)) and Curry (C.A. No. 08C-08-043 (CLS)), or Donahue (C.A. No.
S08C-09-007 (THG)).

                  About the Diocese of Wilmington

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

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Wilm. Plan Exclusivity Extended to May 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the Catholic Diocese of Wilmington, Inc.'s exclusive periods to:

(a) file a Chapter 11 plan of reorganization through and
     including February 28, 2011; and

(b) solicit acceptances of that plan through and including
     May 2, 2011, without prejudice to ask for further
     extensions.

The Diocese has filed a plan which provides for the establishment
of a trust, to which the Diocese will contribute the unrestricted
assets of the bankruptcy estate, less approximately $3 million,
which will be used as startup capital for the Reorganized Debtor
following confirmation of the Plan.

The Plan, as amended, also offers two choices for the Abuse
Survivors:

  (i) Settlement Plan.  An immediate, estimated $74 million
      global settlement of abuse claims against the Diocese,
      the Parish Corporations and the related Catholic
      Entities; and

(ii) CDOW-Only Plan.  A pared-down option using only Diocesan
      assets, which may provide as little as $15 million,
      depending on litigation outcomes, to compensate all
      creditors and resolve claims against the Diocese alone.

Under either plan option, the Diocese proposes to undertake
voluntary steps and non-monetary actions for the Abuse Survivors,
including the sending by the Bishop of letters of apology to
survivors and their families, and the posting on the Diocese's Web
site the results of the annual audit by the United States
Conference of Catholic Bishops of the Diocese's compliance with
the Charter for the Protection of Children and Young People.

The Abuse Survivors and their counsel, however, are not happy with
the Archdiocese's Amended Plan and Disclosure Statement, alleging
that the Amended Plan is insincere and insufficient, both in terms
of the compensation offered to victims and disclosure of
information related to abuser priests.  They argued, among other
things, that the Amended Plan will prolong the dispute and
suffering on all sides.

                  About the Diocese of Wilmington

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

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC,
is the financial advisor.  The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CB HOLDING: Restaurant Closings Spur Layoff Notice Bill
-------------------------------------------------------
Leslie Kwoh at The Star-Ledger reports that the unannounced
layoffs at Charlie Brown's Steakhouses prompted some critics to
ask whether the Company had skirted federal and state laws aimed
at preventing such surprises.  The owners of Charlie Brown's
Steakhouses abruptly shuttered half of the chain's restaurants in
November causing about 2,300 employees to lose their jobs without
warning.  However, the Company was able to lay off employees
without warning due to a "legal loophole".

According to the report, an Assembly panel recently approved a
bill aimed at closing the loophole in New Jersey's WARN Act, which
requires companies to notify workers and officials 60 days before
closing a plant or single establishment if it affects 50 or more
full-time employees.  Charlie Brown's, which is staffed by a mix
of full- and part-time workers, averted this quota by only
counting full-time layoffs by location rather than on a company-
wide basis.

The report adds that the bill (A3583) amends "single
establishment" to include franchisors with multiple locations, so
that chains like Charlie Brown's must add up the number of full-
time affected employees at all locations. The Assembly Labor
Committee voted 5-2 in favor of the bill, with one abstention. The
amendment now heads to the Assembly and Senate for a full vote.

                        About CB Holding

New York-based CB Holding Corp. had 20 Charlie Brown's Steakhouse,
12 Bugaboo Creek Steak House, and 7 The Office Beer Bar and Grill
restaurants before filing for bankruptcy protection.  Following a
bankruptcy auction, it sold its The Office restaurant chain to
winning bidder Villa Enterprises Ltd. for $4.68 million.

CB Holding 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.


CENTRAL LEASING: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Central Leasing Co. of NJ, LLC
        32 Central Avenue
        Midland Park, NJ 07432

Bankruptcy Case No.: 11-11917

Chapter 11 Petition Date: January 24, 2011

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

Judge: Donald H. Steckroth

Debtor's Counsel: Michael J. Muller, Esq.
                  MICHAEL J. MULLER, ESQ. NJ
                  77 Hudson St.
                  Hackensack, NJ 07601
                  Tel: (201) 489-7020
                  Fax: (201) 489-5998
                  E-mail: mjmuller@earthlink.net

Scheduled Assets: $12,212,081

Scheduled Debts: $10,229,574

The petition was signed by John J. Gerard, president/managing
member.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Oxford Health Plans                              $4,899
P.O. Box 1697
Newark, NJ 07101-1697

Russo, Steven M.          Trade debt             $4,375
27 North Broad Street
Ridgewood, NJ 07450

Lakeland Bank             Trade debt             $3,860
300 Franklin Avenue,
Suite 201
Wyckoff, NJ 07481

FMI Insurance Company     Trade debt             $2,314

Lipsky and Brandt         Trade debt             $1,485

Marks & Weinberg, P.C.    Trade debt             $1,386

Banner Life Insurance     Trade debt             $1,352
Company

Atlantic Stewardship      Trade debt             $1,185
Bank

Valley Boulevard          Trade debt             $1,083
Associates, Inc.

Freemyer, John C.         Trade debt             $980

David's Towing Service    Trade debt             $437

On Site Johnny Waste      Trade debt             $181
Services, LLC

Preventive Maintenance    Trade debt             $108
Services, Inc.


CITIGROUP INC: Treasury to Net $312.2MM From Final Warrants Sale
----------------------------------------------------------------
Tom Barkley, writing for Dow Jones Newswires, reports the U.S.
Treasury Department said Wednesday that the U.S. government is set
to record a net $312.2 million from its sale of its final 465.1
million warrants to purchase common shares of Citigroup Inc.

According to the report, the sale of the warrants, expected to
close Monday, will allow the government to dispose of the
remaining stake in Citigroup obtained through the Troubled Asset
Relief Program, or TARP.

Dow Jones says taxpayers are expected to end up with a
$12.3 billion profit on the government's $45 billion investment in
Citi during the 2008 financial-sector bailout.  Last year,
Treasury sold its 34% stake of common shares of Citigroup.

Dow Jones relates the Citi warrants have a range of expiration
dates and strike prices.  They expire from Oct. 28, 2018 to
Jan. 15, 2019, with a strike price between $10.61 and $17.85.

Dow Jones says the warrants were sold through a Dutch auction
method, which sets a market price by allowing investors to submit
bids above a minimum price specified for each auction.  Deutsche
Bank Securities was in charge of the sale.

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.


CONTESSA PREMIUM: Files for Chapter 11 in Los Angeles
-----------------------------------------------------
Contessa Premium Foods, Inc., an international frozen-food
manufacturing leader, announced January 27, that to fully
implement its turnaround plan, which will return the company to
historical levels of profitability, it has commenced
reorganization proceedings in Los Angeles, California (Bankr. C.
D. Calif. Case No. 11-13454).

Contessa's major creditors are supportive of the company's
reorganization and are working closely with the company to
maximize value for all stakeholders.

Contessa intends to use the reorganization proceedings primarily
to reduce its obligations associated with the company's world-
class manufacturing facility in Commerce, CA.  The Commerce plant
was built in anticipation of future market demand for products
produced using environmentally responsible methods.

Over the past few years, the global financial downturn combined
with intense competition from well-financed multi-national
corporations has caused Contessa to be unable to profitability
utilize the full capacity of the Commerce plant.

The company's shrimp, seafood and private label business continues
to grow and will provide the foundation for Contessa's return to
profitability.

"The agreement with Wells Fargo provides adequate liquidity for
normal operations to continue without any disruptions to our
customers, vendors and employees," said John Z. Blazevich, chief
executive officer of Contessa Premium Foods, Inc.  "After 25 years
of consistent growth and profitability, we thank our loyal
customers for their reception to our innovative products over the
years, and our employees who executed those visions seamlessly.
Our restructuring process will strengthen our financial health
and long-term growth and have Contessa resume the leadership and
innovation we have been recognized for globally."

                      About Contessa Premium

Contessa Premium Foods, Inc., imports, processes and distributes
frozen food products throughout North America, Europe, and Asia,
and markets to retail, club, food-service, and private-label
channels.  Contessa's portfolio of products includes but is not
limited to specialty seafood, convenience meals, gourmet
stir-fry vegetables and exotic fruit.


CONTESSA PREMIUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Contessa Premium Foods, Inc.
          fka ZB Industries, Inc.
              Contessa Food Products, Inc.
        222 West 6th Street, 8th Floor
        San Pedro, CA 90731
        Tel: (310) 832-8000

Bankruptcy Case No.: 11-13454

Chapter 11 Petition Date: January 26, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Craig A. Wolfe, Esq.
                  KELLEY DRYE & WARREN LLP
                  101 Park Avenue
                  New York, NY 10178
                  Tel: (212) 808-5073
                  Fax: (212) 808-7897
                  E-mail: cwolfe@kelleydrye.com

                  Jeffrey W. Dulberg, Esq.
                  Scotta E. McFarland, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  E-mail: jdulberg@pszjlaw.com
                          smcfarland@pszjlaw.com

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

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

The petition was signed by John Z. Blazevich, president and chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
General Electric Capital Corp.     Personal Property      $507,000
3 Capital Drive                    Lease
Eden Praire, MN 55344

Yeenin Frozen Foods Co. Ltd.       Trade Debt             $409,127
Rasa Tower, 16th Floor
555 Phaholyothin Road
Bangkok, Thailand

Dedeaux Properties, LLC            Real Property          $255,808
1430 S. Eastman Avenue             Lease
Los Angeles, CA 90023-4006

Brucepac                           Trade                  $140,853

Packaging Credit Company           Trade                  $134,284

Pacific Southwest Container        Trade                  $125,477

Foodbuy, LLC for Compass           Trade                  $121,149

Haliburton International Corp.     Trade                  $119,157

Winn Dixie                         Trade                  $115,981

Sargento Foods, Inc.               Trade                  $107,050

Superior Foods International       Trade                  $102,322

Sage V Foods, LLC                  Trade                   $90,006

B&D Foods                          Trade                   $88,137

Fiore Di Pasta, Inc.               Trade                   $87,520

CTI Food Holding Co, LLC           Trade                   $79,274

Smith Frozen Foods, Inc.           Trade                   $74,904

The Nielsen Company                Trade                   $70,125

Noon International                 Trade                   $66,596

JSL Foods, Inc.                    Trade                   $58,732

Ahold Financial                    Trade                   $56,650


DARLING INT'L: S&P Puts 'BB-' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Irving,
Texas-based Darling International Inc., including its 'BB-'
corporate credit rating, on CreditWatch with positive
implications.  S&P estimates that Darling had about $725 million
of debt outstanding after acquiring Griffin Industries on Dec. 17,
2010, in a cash and stock transaction valued at about
$840 million.

"The CreditWatch listing reflects our opinion that the Company's
announced equity offering and intention to use a portion of the
proceeds to repay debt reflects a more moderate financial policy
following its debt-financed acquisition of Griffin Industries,"
said Standard & Poor's credit analyst Christopher Johnson.  In
addition, S&P believes that debt reduction could result in a pro
forma debt to EBITDA ratio of less than 2.5x compared with S&P's
prior leverage estimate of about 3.0x pro forma for the Griffin
transaction.  S&P also believes the Company will continue to
generate meaningful levels of free cash flow, which should allow
for further deleveraging, while maintaining an adequate liquidity
position.  S&P estimates the Company may repay debt by more
than $50 million with free cash flow in fiscal 2011, which further
supports the likelihood that the Company could sustain future debt
leverage of less that 2.5x.

The 'BB-' corporate credit rating reflects S&P's opinion that
Darling has a weak business risk profile and a significant
financial risk profile following the Griffin acquisition.
Darling's business risk profile reflects its reliance on the
volatile protein-processing industry for a significant portion of
the byproduct supplies it needs to operate its food rendering
facilities, as well as its exposure to the food service industry,
which S&P believes faces challenging near-term growth prospects.
Still, S&P believes healthy demand for the Company's finished
products-- Meat and Bone Meal (MBM), Bleachable Fancy Tallow
(BFT), and Yellow Grease (YG) -- used for animal feed, pet food,
and, to a lesser extent, bio-diesel -- will continue to support
the Company's high rates of sales turnover and modest seasonal
working capital needs.

The CreditWatch placement means that S&P could affirm or raise the
ratings following the completion of S&P's review.  Standard &
Poor's will review Darling's financial policy and prospects for
further improvement of operating performance and credit measures
prior to resolving the CreditWatch listing.


DEL MONTE FOODS: S&P Puts 'BB' Rating on Sr. Sec. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Del Monte Foods Co. to 'B+' from
'BB' and removed all the ratings from CreditWatch, where they were
placed with negative implications on Nov. 22, 2010.  The rating
outlook is stable.

S&P also lowered the issue-level rating on Del Monte's senior
secured credit facility to 'BB' from 'BBB-'.  The recovery rating
is '1', which indicates S&P's expectation of very high (90%-100%)
recovery for debtholders in the event of payment default.  S&P
also lowered the issue-level rating on Del Monte's senior
subordinated notes to 'B+' from 'BB'.  The recovery rating is '3',
which indicates S&P's expectation of meaningful (50%-70%) recovery
for debtholders in the event of payment default.  Upon closing of
the transaction, S&P will withdraw S&P's ratings on the existing
senior secured credit facility and senior subordinated debt.

Concurrently, S&P assigned a 'B+' issue-level rating to the
proposed $2.5 billion senior secured term loan B. The recovery
rating is '3', which indicates S&P's expectation of meaningful
(50%-70%) recovery for debtholders in the event of payment
default.  S&P also assigned a 'B-' issue-level rating on the
proposed $1.5 billion senior unsecured notes to be issued in
eight- and ten-year tranches.  The recovery rating is '6', which
indicates S&P's expectation of negligible (0-10%) recovery for
debtholders in the event of payment default.  The issue and
recovery ratings on the Company's proposed senior secured credit
facility and senior unsecured notes are based on preliminary
terms and closing conditions, subject to review upon receipt of
final documentation.

"The downgrade reflects a weaker financial profile following the
proposed capital structure, which will increase debt by about
$2.6 billion," said Standard & Poor's credit analyst Alison
Sullivan.  As a result, credit metrics will deteriorate
substantially after the transaction.  We estimate pro forma
adjusted leverage is high, at about 6.8x for trailing 12 months
ended Oct. 31, 2010, compared with 2.8x prior to the transaction.
We estimate pro forma funds from operations (FFO) to total debt
will weaken to about 10% for the 12 months ended Oct. 31, 2010,
compared with 27% prior to the transaction.  These measures are
weak for S&P's 'B+' rating category medians.

We expect credit measures to gradually improve, with leverage in
the low-6x area by fiscal year-end April 2011," added Ms.
Sullivan.  S&P views the Company's financial profile as highly
leveraged because of the significant debt burden and its
aggressive financial policy.


DEWITT REHABILITATION: Files for Chapter 11 in Manhattan
--------------------------------------------------------
DeWitt Rehabilitation & Nursing Center Inc. filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 11-10253) on Jan. 25 in
Manhattan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DeWitt Rehabilitation runs a 499-bed nursing home on
East 79th Street in Manhattan.  The nursing home is owned by
Marilyn Lichtman, who has been the operator since the facility
opened in 1967.

According to Mr. Rochelle, the nursing home said bankruptcy
resulted from "the failure to control costs over the last several
years."  DeWitt owes back taxes and is behind on payments to a
union benefit fund.

DeWitt said the decision by the state of New York not to increase
the reimbursement rate pushed the nursing home over the edge and
precipitated the Chapter 11 filing.

The Debtor estimated assets of up to $50,000 and debts of up to
$50,000,000 in its Chapter 11 petition.

Mr. Rochelle relates that according to court filings, DeWitt said
it has debts of $38.4 million.  It owes $10 million on a term loan
to secured lenders Metropolitan National Bank and Israel Discount
Bank.  The Debtor didn't give a value for the assets other than
saying there are $10 million in accounts receivable, according to
the report.


ENGLAND FOOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: England Food Services, Inc.
        dba KFC of Cleveland
        P.O. Box 5147
        Cleveland, TN 37320

Bankruptcy Case No.: 11-10333

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Shelley D. Rucker

Debtor's Counsel: Thomas E. Ray, Esq.
                  SAMPLES, JENNINGS, RAY & CLEM
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  Tel: (423) 892-2006
                  E-mail: tn10@ecfcbis.com

Scheduled Assets: $626,950

Scheduled Debts: $1,149,012

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tneb11-10333.pdf

The petition was signed by John W. England, president.


ENRON CORP: New Orleans Court to Review J. Skilling's Case
----------------------------------------------------------
The U.S. Court of Appeals in New Orleans is considering new
standards that could overturn 19 convictions of Jeffrey Skilling,
former Enron chief executive officer, UPI.com said in the report.

The U.S. Supreme Court previously questioned whether Mr. Skilling
was properly convicted on 19 counts for leading a conspiracy that
caused the collapse of Enron.  The high court ordered a review of
Mr. Skilling's case.

According to UPI.com, a three-panel Court is reviewing Mr.
Skilling's case based on the Supreme Court ruling that defined
charges of a deprivation of "honest services" as acts that
include bribery or kickbacks, the report added.

"The record is filled with acquittal evidence," Daniel
Petrocelli, Mr. Skilling's lawyer, said.

On the contrary, assistant U.S. Attorney Doug Wilson argued that
honest services was a minor consideration in Mr. Skilling's case.
"Every transaction, every representation made to the public was
meant to deceive the investing public by propping up the share
price," Mr. Wilson was quoted in the report as saying.

In a decision dated June 24, 2010, U.S. Supreme Court Justice
Ruth Bader Ginsburg, in a landmark 9-0 decision, said the U.S.
Government went too far in stretching an anti-fraud law in
prosecuting Mr. Skilling and others.  Justice Ginsburg vacated in
part Mr. Skilling's conviction in failing to provide "honest
services" to shareholders.

According to the high court, Section 1346 of the U.S. Crimes and
Criminal Procedure, which proscribes fraudulent deprivations of
"the intangible right of honest services," is properly confined
to cover only bribery and kickback schemes.  Because Mr.
Skilling's alleged misconduct entailed no bribe or kickback, it
does not fall within the Court's confinement of Section 1346's
proscription, Justice Ginsburg said.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Regents Wins OK to Deny Roig & Alentorn Claims
----------------------------------------------------------
The Regents of the University of California sought and obtained an
order from the U.S. District Court for the Southern District of
Texas denying the claims of Maria Roig Pons and Cesar Pau
Alentorn.  The Regents asserts that Pons/Alentorn did not provide
any further support of their claims.

Pons/Alentorn, residents of Spain, submitted three claims to the
claims administrator, Gilardi & Co. LLC, within the initial
deadline of April 30, 2008.

Roger B. Greenberg, Esq., at Schwartz, Junell, Greenberg &
Oathout, LLP, in Houston, Texas, attorney for The Regents, relates
that in November 2008, Pons/Alentorn submitted documentation from
three banks, Banco de Sabadell, BBVA and Banco Santander.
Pons/Alentorn claimed that these banks were used by them to
purchase Enron stock.  Among other things, Mr. Greenberg notes,
several of these documents lacked dates of purchase.

According to Mr. Greenberg, each of the banks listed purchases of
Enron common stock during the period July to October 2001 and
provided purported purchase confirmation documentation; no sales
were identified.  The Recognized Claim generated by those
purchases -- some 5,220,000 shares of Enron common stock -- was
almost $200 million and would result in distributions to
Pons/Alentorn totaling approximately $57 million, Mr. Greenberg
tells the Court.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures that
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ERVAY LOFTS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ervay Lofts L.P.
        500 South Ervay
        Dallas, TX 75201

Bankruptcy Case No.: 11-30500

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Jan-Yung Lin, V.P. of manager of
general partner.


FOUR LIONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Four Lions, Corp.
        MSC 865, Winston Churchill 138
        San Juan, PR 00926

Bankruptcy Case No.: 11-00419

Chapter 11 Petition Date: January 24, 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: $17,955,000

Scheduled Debts: $39,206,291

The petition was signed by Michael Redondo, president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Green Age Construction   Construction Costs     $11,378,303
MSC 865, Winston
Churchill 138
San Juan, PR 00926

First Bank               Construction Mortgage  $8,315,194
P.O. Box 9146            Loan
San Juan, PR 00908-0146

La Primavera Inc         Loan Collateral        $2,000,000
MSC 865 Winston
Churchill 138
San Juan, PR 00926

Conceptos Urbanos        Architecture           $807,189
MSC 865 Winston          Services
Churchill 138
San Juan, PR 00926

First Bank               Mortgage               $254,724
P.O. Box 9146
San Juan, PR 00908-0146

Eduardo Montano          Deposit on Apartment   $79,952

Edmee Vicenty            Legal Services         $57,330

Pientrantoni Mendez      Legal Fees             $43,731
Alvarez

Municipio de San Juan    Municipal Taxes        $42,648

Abudo Masso              Advertising Costs      $28,339

Jesus Montano                                   $20,000

Roberto H Baez Torres    Option on Apartment    $20,000

Mirta Ortiz Ortega       Accounting Services    $14,704

CRIM                     Patents                $11,677

Juan R. Marchland        Legal Services         $11,331
Quintero

Asociacion de            Membership dues        $9,450
Constructores

Xerox Corp               Office Supplies        $7,851

Department of Treasury   Payroll deductions     $6,811
of PR

Angel Herrera            Engineering Services   $4,664

Catalogo de Proyectos,   Printing Costs         $1,740
Inc.


GENERAL MOTORS: B. Smith's $75 Trillion Claim Disallowed
--------------------------------------------------------
Bankruptcy Judge Robert Gerber entered an order disallowing and
expunged Beverly E. Smith's Claim No. 70464.

Ms. Smith filed the Claim against the Debtors and certain other
parties, including "Lehman Brothers," asserting $75 trillion.
The Proof of Claim cites a certain lawsuit as the basis for the
claim -- Smith et al. v. Wagner et al., Case No. 05-cv-04457.
The Smith Civil Action was commenced in August 2005 and was
closed by the U.S. District Court for the Eastern District of
Pennsylvania in June 2006 after determining that it did not have
subject matter jurisdiction over any of the matters asserted by
Ms. Smith.

The Debtors object to the Claim because it fails to allege facts
sufficient to support a claim against them.  In fact, the Claim
is completely unintelligible, Joseph H. Smolinsky, Esq., at Weil,
Gotshal & Manges LLP, in New York, contended.  The asserted basis
for the claim -- the Smith Civil Action -- bears no obvious
relation to the Debtors and fails to provide any legal or factual
support for a claim, much less one against the Debtors, he
argued.  In addition, the Claim was filed almost 11 months after
the Bar Date, he asserted.

Ms. Smith has also not filed a motion under Rule 9006(b)(1) of
the Federal Rules of Bankruptcy Procedure which governs the
admission of proofs of claim filed after a court-ordered bar
date, Mr. Smolinsky pointed out.  It would be severely prejudicial
to other claimants and these judicial proceedings to now have to
reserve distributions for the Claim, particularly given the
absurdity of the $75 trillion assert, he maintained.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Speeds Up Restructuring at European Units
----------------------------------------------------------------
General Motors Company has employed AlixPartners to speed up
restructuring at its Open and Vauxhall operations, Nico Schmidt of
The Wall Street Journal reported, citing a person familiar with
the matter.

The move comes as GM is not satisfied with how the European
restructuring is proceeding, particularly at Kaiserslauten and
Bochum, Germany plants, the Journal wrote.

A spokesperson for Opel disclosed that the company has asked for
external help in implementing its restructuring plant, according
to the Journal.  The spokesperson further related that the company
aims to improve the profitability of its fleet sales and
streamline costs, the Journal added.

A separate report by Chris Reiter of Bloomberg News noted that
AlixPartners will report directly to GM instead of Opel's
management, citing the German paper Westdeutsche Allgemeine
Zeiting.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GENERAL MOTORS: Signs Agreement for Deutsche Set-Off
----------------------------------------------------
As reported in the July 19, 2010 edition of the Troubled Company
Reporter, Deutsche Bank AG asked Bankruptcy Judge Robert Gerber to
enter an order lifting the Stay to effect set-off up to
$24,040,404 from a settlement amount.

Deutsche Bank and General Motors Corp. entered into the Master
Agreement and the Schedule to the Master Agreement dated
September 19, 2002.  Under the Master Agreement, Deutsche Bank
and GM entered into interest rate swap transactions, dated
(i) April 23, 2004, maturing on July 3, 2013; and (ii) March 9,
2005, maturing on April 15, 2016.

Robert M. Dombroff, Esq., at Bingham McCutchen LLP, in New York,
relates that between November 2004 and January 2006, Deutsche Bank
purchased GM bonds with a face amount of $24,073,200 as of the
Petition Date:

Description                         Amount
-----------                         ------
9.4% $300,000,000                   $3,900,000
unsecured bonds,
maturing July 15, 2021

9.45% $48,175,000                   $8,850,000
Unsecured bonds,
maturing November 1, 2011


7.25% EUR1,000,000,000             $11,323,000
Unsecured bonds,
maturing July 3, 2013

The Debtors, General Motors LLC ("New GM"), Deutsche Bank AG and
Wilmington Trust Company, as indenture trustee of certain bonds
issued by General Motors Corporation, entered into a stipulation
resolving Deutsche Bank's Lift Stay Motion and the Debtors' Cross-
Motion for Immediate Payment.

At a hearing dated January 11, 2011, the parties sought and
obtained approval of the basic terms of their proposed settlement.

To prevent potential prejudice to Deutsche Bank with respect to
a material term of the Settlement, the Court authorized Deutsche
Bank to sell or transfer the Bonds at any time on or after
January 11, 2011.  The Court also ruled at the hearing that
providing notice of the terms of the Parties' Settlement to the
U.S. Government, the U.S. Trustee, the Official Committee of
Unsecured Creditors and certain other parties on seven days
presentment would constitute adequate notice of the Parties'
Settlement, and that no further notice would be required.

By this stipulation, the parties agree on these terms:

  (1) Deutsche Bank will make a payment to the Debtors of
      $11.5 million in cash and a payment to GM of $2.5 million in
      cash, which is in accordance with the a September 24, 2010
      order authorizing the Debtors to enter into a stipulation
      with GM that allocated the potential proceeds of the swaps
      between the Debtors and GM.

  (2) The Payments will fully satisfy Deutsche Bank's debts to
      GM and the Debtors with respect to the Swaps.  In
      addition, neither the Debtors nor GM will owe any payments
      or obligations to Deutsche Bank in connection with the
      Swaps, which the Parties agree have been terminated.
      After the Payments have been received in full, the Parties
      will execute mutual releases with respect to the Swaps.

  (3) The Payments will be made immediately upon entry of an
      order approving the Parties' Stipulation.

  (4) The Settlement and the Parties' Stipulation will not
      affect Deutsche Bank's rights with respect to the Bonds
      except as expressly stated in this stipulation.

  (5) If the Parties' Stipulation is not approved by the Court,
      or its approval is invalidated, and Deutsche Bank is later
      permitted to effectuate a  setoff with respect to some or
      all of the Bonds:

      -- all Parties' rights with respect to the issues raised
         in the Lift Stay Motion and Cross-Motion will be
         preserved, and will be asserted and adjudicated as if
         Deutsche Bank owns the Bonds, regardless of whether
         Deutsche Bank transferred any of the Bonds on or after
         the Hearing; and

      -- Deutsche Bank will not effectuate the setoff, or claim
         to have reduced its debt under the Swaps by reason of a
         setoff, unless and until Deutsche Bank has provided the
         Debtors or their designee with bonds that are
         materially equivalent to the Bonds that the Motion
         seeks permission to use to effectuate that setoff.
         Bonds are "materially equivalent" if they are in the
         same face amount, were issued in the same series, bear
         the same interest rate, and have the same due date.

  (6) Wilmington's joinder to the Cross-Motion is deemed
      withdrawn.

                       About General Motors

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

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

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

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

                     About Motors Liquidation

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

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

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


GREEN AGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Green Age Construction Corp.
        MSC 865
        Winston Churchill 168
        San Juan, PR 00926

Bankruptcy Case No.: 11-00509

Chapter 11 Petition Date: January 26, 2011

Court: U.S. 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: $4,674,803

Scheduled Debts: $1,702,623

The petition was signed by Michael Redondo, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Four Lions Corp.                      11-00419            01/25/11

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tau Electric, Inc.                 Subcontractor          $161,550
P.O. Box 19117
San Juan, PR 00910

1 First Leasing & Rental Corp      Vehicle Lease          $122,685
P.O. Box 11852
San Juan, PR 00910-1852

Ranger American of P.R.            --                     $108,169
P.O. Box 29105
San Juan, PR 00920-0105

MAC Climber, Inc.                  Supplies               $102,983

Atlantis Group                     Subcontractor           $91,182

Metallica                          Subcontractor           $84,965

Lanco Manufacturing Corp.          Supplies                $77,555

Fondo Seguro Del Estado            --                      $70,411

Ready Cables, Inc.                 --                      $58,180

Easy Rental Equipment, Inc.        Rental Equipment        $56,000

Compresores & Equipos              --                      $48,462

Pedro R. Rivera                    --                      $48,166

MP Elevator                        Subcontractor           $45,800

Ferreteria Madera 3C               --                      $40,029

Volvo Rents                        --                      $39,715

United States Treasury             --                      $35,882

Santiago Roofing, Cont. Inc.       Subcontractor           $29,004

Nicolas Laracuente                 Subcontractor           $28,759

Gobierno Municipal Carolina        --                      $27,054

Master Concrete Corp.              Supplies                $23,032

GREYSTONE PHARMA: Asks Court to Convert its Case to Chapter 7
-------------------------------------------------------------
Greystone Pharmaceuticals Inc., has asked the U.S. Bankruptcy
Court for the Western District of Tennessee to convert its
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

The Debtor says that it is unable to fund its current operating
expenses and reorganization, and is unable to formulate a feasible
plan of reorganization.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  John L. Ryder, Esq., at Harris Shelton
Hanover Walsh, PLLC, in Memphis, Tenn., assists the Company in
its restructuring effort.  David J. Cocke, Esq., at Evans Petree
PC, in Memphis, Tenn., represents the Unsecured Creditor's
Committee as counsel.  In its schedules, the Debtor disclosed
$25,467,546 in assets, and $22,601,150 in liabilities as of the
petition date.


GREYSTONE PHARMA: Seeks $90,000 in Emergency Funding from MMCM
--------------------------------------------------------------
Greystone Pharmaceuticals Inc., asks the U.S. Bankruptcy Court for
the Western District of Tennessee for permission to immediately
borrow $90,000 from Marque Millennium Capital Management LLC to be
used for general operating expenses, including but not limited to
"Director's and Officer's Liability Insurance."  On a final basis,
the Debtor seeks approval to obtain a Line of Credit of up to
$750,000 from MCMM.

The hearing to consider the above motion will be held on
February 1, 2011, at 1:00 p.m., but only if an objection is filed
by any creditor or interested party, including the Debtor, on or
before the February 1, 2010 hearing date.

The Line of Credit will bear a "fixable" interest rate of 12.75%
p.a.

To secure repayment of the debtor-in-possession loan, MMCM will
receive (i) a priority under Section 364(c)(1) of the Code, (ii) a
senior lien pursuant to Section 364(c)(2) of the Code on property
of the estate (other than avoidance actions) that is not otherwise
subject to a lien, (iii) a junior lien pursuant to Section
364(c)(3) of the Code on property of the estate (other than
avoidance actions) that is subject to valid, perfected and
unavoidable liens, and (iv) a lien junior to BLN Capital Funding,
LLC, and First Texas Medical Partners, LLC, but senior to all
other liens pursuant to Section 364(d)(1) on property of the
estate that is subject to a senior pre-petition first lien in
favor of BLN.

MMCM's post-petition funding will be deemed a super priority
priming administrative expense under Section 364(c)(1) of the
Code.  All claims, including those of BLN and First Texas will be
subordinated to MMCM's priority position.

Other terms and conditions of the loan documents were not
disclosed.

MMCM is the Debtor's third post-petition super priority secured
lender.  The Debtor tells the Court it could not obtain a post-
petition credit facility to meet its working capital needs on
terms more favorable than those outlined above with MMCM.

Post-petition, BLN advanced $230,000 to the Debtor, and First
Texas advanced $205,000 to the Debtor but its funding is deemed
frozen at its current outlay of $205,000.

Prepetition, the Debtor was indebted to BLN in the approximate
amount of $1.1 million, exclusive of interest, fees, attorneys'
fees, costs, expenses and other charges provided for under the
loan documents, secured by valid and perfected first-priority
liens and security interests in substantially all of the personal
property of the Debtor.

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  John L. Ryder, Esq., at Harris Shelton
Hanover Walsh, PLLC, in Memphis, Tenn., assists the Company in
its restructuring effort.  David J. Cocke, Esq., at Evans Petree
PC, in Memphis, Tenn., represents the Unsecured Creditor's
Committee as counsel.  In its schedules, the Debtor disclosed
$25,467,546 in assets, and $22,601,150 in liabilities as of the
petition date.


HAMTRAMCK, MI: Has No Spare Cash to Fix Roads
---------------------------------------------
William Selway at Bloomberg News reports, the city of Hamtramck,
which has asked the state of Michigan to let it file for
bankruptcy protection, doesn't have enough spare cash to repave a
single street, according to Mayor Karen Majewski.

Money for payrolls will run out in March in the Michigan
municipality where General Motors Co. builds Chevrolet's Volt, the
mayor said this month in a telephone interview with Bloomberg.

                          About Hamtramck

In November 2010, the city of Hamtramck asked the state of
Michigan for permission to file for Chapter 9 bankruptcy
protection.

Hamtramck City Manager William Cooper has said that the city could
run out of money as soon as March 2011.  According to The Wall
Street Journal, auto-plant tax revenue has helped power the city
for years, but a halt to this stream of cash amid a dispute with
Detroit is driving Hamtramck to the brink.


HERTZ CORP: S&P Assigns 'B-' Rating on $500 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Hertz Corp.'s $500 million senior notes due 2019, with a recovery
rating of '6', indicating S&P's expectation of a negligible (0%-
10%) recovery of principal in the event of a payment default.  The
notes are being offered through a Rule 144a transaction.
Hertz will use the proceeds for general corporate purposes,
including debt repayment.

On Dec. 20, 2010, S&P raised its  ratings on Hertz Global Holdings
Inc. and its major operating subsidiary Hertz Corp. to 'B+' from
'B' and removed them from CreditWatch, where S&P placed them with
positive implications on April 26, 2010, when Hertz announced it
had signed a definitive agreement to acquire value car renter
Dollar Thrifty Automotive Group Inc. (DTAG).  On Sept. 30, 2010,
DTAG's shareholders voted against Hertz's bid.

The upgrade reflects Hertz's improved operating and financial
performance, which S&P expect to be sustained, even absent its
acquisition of DTAG.  The Company's operating performance has
benefited from stronger demand in both its car and equipment
rental operations, higher prices on leisure car rentals, and
substantial cost reductions, which it targets at $410 million in
2010.  As a result, for the nine months ended Sept. 30, 2010,
Hertz's adjusted operating margin (after depreciation) increased
to 10.4% from 5.7% a year earlier.  However, with debt levels
rising after the Company financed vehicle purchases to add to its
fleet, its credit metrics have remained relatively consistent,
with EBITDA interest coverage of 3.3x and funds from operations
(FFO) to debt of 19% for the 12 months ended Sept. 30, 2010.  S&P
expects the Company to maintain similar capital spending levels
through 2011, compared with the unsustainably low levels of mid-
2008 through mid-2009.  At that time, Hertz faced weak demand and
used car prices, causing it to hold its vehicles longer, thereby
reducing its capital spending requirements.  With increasing
capital spending and higher earnings and cash flow, S&P expects
the Company's credit metrics to remain relatively consistent
through 2011.

The ratings on Hertz Global Holdings Inc. and Hertz Corp. reflect
an aggressive financial profile and the price-competitive and
cyclical nature of on-airport car and equipment rentals. The
ratings also incorporate the Company's position as the largest
global car rental Company and the strong cash flow its businesses
generate.  S&P characterizes Hertz's business risk profile as fair
and its financial risk profile as aggressive.

Rating List

Hertz Corp.
Corporate credit rating                B+/Stable

New Rating
Hertz Corp.
  $500 mil sr notes due 2019            B-
   Recovery rating                      6


HILL TOP: U.S. Trustee Unable to Appoint Creditors' Committee
-------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, informs the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, of her inability to appoint a committee of creditors
holding unsecured claims pursuant to Section 1102(a)(1) of the
Bankruptcy Code in the Chapter 11 case of Hill Top Farm, Ltd.

The U.S. Trustee has attempted to solicit creditors interested in
serving on the Creditors' Committee from the 20 largest unsecured
creditors.  However, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Creditors' Committee.

San Antonio, Texas-based Hill Top Farm, Ltd., filed for Chapter 11
bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex. Case No.
10-52526).  William B. Kingman, Esq., who has an office in San
Antonio, Texas, assists the Company in its restructuring effort.
The Company estimated $10 million to $50 million in assets and
$1 million to $10 million in liabilities as of the Petition Date.


IDEARC INC: Tex. Ct. Rules on Imagine One's Infringement Claims
---------------------------------------------------------------
Bankruptcy Judge Barbara Houser ruled on the motion for summary
judgment filed by Idearc, Inc., with respect to a proof of claim
filed by Lisa McConnell, Inc. d/b/a Imagine One.  The proof of
claim, filed on August 5, 2009, asserts a claim for $374,250,000,
with a stated basis of "copyright infringement."

Copyright disputes between the parties began many years ago.  In
1997, Image filed an action alleging copyright infringement
against GTE Directories Corporation and its subsidiaries in the
United States District Court for the Southern District of
California.  Similarly, Image filed, in 2000, an action against
Bell Atlantic Directory Services, Inc. and Bell Atlantic Yellow
Pages Company in the United States District Court for the Southern
District of New York.  Idearc is successor-in-interest to both GTE
and Bell Atlantic.  The GTE lawsuit was settled in 1998 and the
Bell Atlantic lawsuit was settled in 2001.  Both Settlement
Agreements contain provisions that state that their terms are
binding upon the executing parties' successors-in-interest, and
thus are binding on Idearc.

In her January 21, 2011 Memorandum Opinion and Order, Judge Houser
held that, with respect to Image's claims for copyright
infringement, vicarious copyright infringement and contributory
copyright infringement, Idearc's Motion is denied as to works
registered with the United States Copyright Office after
December 31, 2001, as an infringement action with respect to those
works is not barred by the Settlement Agreements.  Idearc's Motion
is also denied with respect to works registered with the United
States Copyright Office prior to December 31, 2001, as the Court
concludes that the Settlement Agreements are ambiguous.  To the
extent that Image's Complaint alleges infringement as to works
that are not registered with the Copyright Office, Idearc's Motion
is granted.

With respect to Image's claim under the Lanham Act on a "trade
dress" theory, Idearc's Motion is granted, because although the
Court is unable to conclude that the claim is barred by the
Settlement Agreement due to its ambiguity, Image has failed to
raise a genuine issue of material fact that its works are
distinctive and nonfunctional.  With respect to Image's claim
under the Lanham Act on a "passing off" theory, Idearc's Motion is
denied as Idearc's Motion seeks judgment on the basis that a
Lanham Act protects only tangible goods and Idearc has failed to
offer evidence that Image's goods are not tangible.

With respect to Image's claims under California Business and
Professions Code Section 17200, Idearc's Motion is denied without
prejudice as Idearc has failed to comply with N.D. Tex. L.B.R.
7056-1.

With respect to Image's claim for civil conspiracy under
California law, Idearc's Motion is denied without prejudice as
Idearc has failed to comply with N.D. Tex. L.B.R. 7056-1.
Idearc's Motion is denied with respect to Idearc's request for
attorney's fees.

Image's request under Federal Rule of Civil Procedure 56(f) is
denied as moot with respect to the claims identified, and on the
merits with respect to the trade dress infringement claim and the
copyright infringement claims to the extent they are based upon
works not registered with the United States Copyright Office.

A copy of Judge Houser's Memorandum Opinion and Order is available
at http://is.gd/TZpUd3from Leagle.com.

                         About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represented the
Debtors in their restructuring efforts.  The Debtors tapped Moelis
& Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP,
co-counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of December 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.


INTELLIGRATED INC: S&P Puts 'B' Rating on $175MM Secured Credit
---------------------------------------------------------------
Standard and Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Mason, Ohio-based Intelligrated Inc.
At the same time, S&P assigned its preliminary 'B' issue-level
rating to the Company's $175 million senior secured credit
facility with a preliminary recovery rating of '3', indicating
S&P's expectation of a meaningful recovery (50%-70%) in a default
scenario.  The outlook is stable.

"The preliminary ratings on Intelligrated primarily reflect its
highly leveraged financial risk profile and weak business risk
profile, characterized by historically weak profitability, limited
product diversity, and significant customer concentration," said
Standard & Poor's credit analyst Peter Kelly.  "These factors have
contributed to historical EBIDTA margins in the mid- to high-
single-digit area.  However, S&P expects the Company to achieve
some benefit from recent restructuring activities and acquisition
synergies, which should enable it to achieve a margin near 10%
and, in turn, maintain metrics commensurate with the rating."

The outlook is stable.  The ratings incorporate our expectation of
modest revenue growth coupled with expected synergies to be
realized over the year as the economy grows.  S&P could lower the
ratings if subpar operating performance, limited headroom under
its financial covenants, higher-than-expected cash outflows,
and/or additional debt-financed activities adversely affect
liquidity or result in significant deterioration of credit
measures," Mr. Kelly continued.  "For example, if adjusted debt to
EBITDA was well above 6x for an extended period.  On the other
hand, if Intelligrated's business remains healthy, develops an
operating track record at a higher level of performance, and if
its liquidity and financial policy support a higher rating, S&P
could over time consider a one-notch upgrade."


ISC BUILDING: Reaches Deal with Committee on Plan
-------------------------------------------------
ISC Building Materials, Inc., has filed an amended plan of
reorganization and disclosure statement with the U.S. Bankruptcy
Court for the Southern District of Texas.

Holders of claims can vote on the Amended Plan until 5:00 p.m. on
February 14, 2011.

On December 31, 2010, Debtor submitted a Plan of Reorganization
and Proposed Disclosure Statement to the court for consideration.
The Plan called for sale of the Debtor's assets in 2 lots.  The
proceeds of sale were to be utilized to retire administrative
claims and pay off the secured claims of Comerica Bank.  The
estimated return to unsecured creditors was to be at least 6% and
was subject to an auction process that might improve that return.

On January 21, 2011, the Debtor and the Official Committee of
Unsecured Creditors reached an accord on amending the terms of the
Debtor's original Plan of Reorganization.  Under this accord,
Allan Burns, and his family, will have the opportunity to bid
against third parties to retain the assets of the company and
reorganize the business.  In return, the Family has offered, in
essence, to make the future tax benefit of the accumulate Net
Operating Losses available as additional dividend to the Unsecured
Creditors.  If the Family Group submits a bid and qualifies to be
a bidder, the Burns Family Group will begin its bidding with a bid
of cash and property sufficient to pay all senior claims and to
pay the Unsecured Creditors at least 6% in cash and an additional
38% in the form of five-year bonds payable with 1.25% interest.
After the close of bidding, the Unsecured Creditors Committee will
choose between the best cash sale alternative and the best and
final offer of the Burns Family Group.

The Debtor anticipates that professional fees, and administrative
expenses, including U.S. Trustee Fees, will be an additional
$88,000 incurred between the date of this disclosure and the date
of Confirmation.

The Amended Plan calls for a Bidding and Sales process where the
Burns Family Group is allowed to bid at auction for the company
provided that they financially qualify and demonstrate the ability
to contribute significant new equity to the company and obtain
third party support in the form of credit or equity sufficient to
fund payment in full of Claims held by Classes 1, 2 and 3.  This
determination will be made in advance of the final live auction.

The Amended Plan is based on a sale of the assets of the Debtor's
business as a going concern in competing Lots followed by payment
of Administrative and Tax Claims and senior secured claims.  If
there are any proceeds of this process in excess of the amount
necessary to pay 100% of the claims of unsecured creditors, then
and only then, will owners of the Debtor's equity be entitled to a
distribution.

The Debtor expects that recovery for unsecured creditors will be
at or above 6% of the amount of allowed claims.

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

       http://bankrupt.com/misc/ISCBUILDING_amendedplan.pdf
       http://bankrupt.com/misc/ISCBuilding_AmendedDS.pdf

                         Treatment of Claims

With respect to classified claims:

   Classification                            Treatment
   --------------                            ---------
Class 1 - Allowed Claims for  -- Unimpaired; holders will be paid
Administrative Expenses          in cash in full.

Class 2 - Allowed Claims of   -- Unimpaired; will be paid in full
Governmental Units Incurred      within 30 days of the effective
Pre-petition                     date of the Plan.

Class 3 - Allowed Secured     -- Impaired; will be paid
Claims of Comerica Bank          indefeasibly in full in cash out
                                 of closing on the sale
                                 transactions contemplated within
                                 the Amended Plan, with
                                 indefeasible payment in full.

Class 4 - All Other Allowed   -- Impaired; will be paid a pro-rata
Claims, Whether Having Arisen    share of the remaining proceeds
Prior to Commencement or As      of sale of all assets conducted
Result of Any Cancellation, or   under this plan up to the full
Rejection of Any Executory       allowed amount of each claim in
Contracts                        the form of Cash Down Payments
                                 and Unsecured Claim Bonds.  The
                                 recovery by Class 4 creditors is
                                 anticipated to be less than 100%
                                 and the holders of Class 4 claims

Class 5 - Equity Security     -- Impaired; all shares of stock in
Holders                          Class 5 are to be cancelled under
                                 the terms of this plan.  In the
                                 event that any of the
                                 contemplated assets sales
                                 hereunder yields a net recovery
                                 in excess of all amounts
                                 necessary to pay the Allowed
                                 amount of all Class 4 claims and
                                 above, then all such excess
                                 proceeds will be distributed to
                                 Class 5 Equity members.

Following confirmation of the Plan, the corporation will be
continue to be operated by Allan Burns and Brent Burns and the
existing management team of ISC but only until closing on the
sale(s) of assets has occurred.  Thereafter, if he Selected
Reorganization Alternative is a Sale of the Drywall Division of
the company, then the business of the Debtor will cease, ISC will
be dissolved, and the business assets will be owned independent of
the Estate of the Debtor by the buyer(s).  If, however, the
Selected Reorganization Alternative is a Family Reorganization
Proposal, then the corporation will continue in possession of all
assets and will be continue to be managed by Allan Burns and Brent
Burns.

                       About ISC Building

Dallas, Texas-based ISC Building Materials, Inc. -- fka Insulation
Supply Company; ISC Building Materials, LP; ISC Holdings GP; ISC
GENPAR, LLC; and 1400 West Commerce, LLC -- operates a Building
Materials Distribution and Retail business with locations
throughout Texas including Houston, San Antonio, Austin, Ennis,
Ft. Worth, Dallas, and Tyler.

The Company filed for Chapter 11 bankruptcy protection on July 6,
2010 (Bankr. S.D. Tex. Case No. 10-35732).  Donald L. Wyatt, Esq.,
at Wyatt Legal Services, PLLC, represents the Debtor.  The Company
disclosed $49,478,500 in assets and $12,411,205 in liabilities as
of the Petition Date.


ISLAND WAY: Tranzon Auctioning 28 Florida Townhome Sites
--------------------------------------------------------
Tranzon has advertised a Feb. 15, 2011, on-line auction of 28
townhome building sites on Augustine Island Way in St. Augustine,
Fla., owned by Island Way Investments I, LLC and Island Way
Investments II, LLC.  The sites were previously appraised at
$300,000 per lot.  Bidding is subject to reserves of $19.800 to
$24,200 per lot.  Tranzon relates that utilities and
infrastructure are in place.  All sales will be subject to
Bankruptcy Court approval.

Island Way Investments I, LLC, and Island Way Investments II, LLC,
sought chapter 11 protection (Bankr. C.D. Calif. Case Nos. 10-
27150 and 10-27154) on Dec. 3, 2010, are represented by Robert P.
Goe, Esq., at Goe & Forsythe, LLP, in Irvine, Calif., and
estimated their assets at more than $1 million and their debts at
less than $1 million at the time of the filing.


ITC DELTACOM: S&P Holds 'B' Corporate Rating on Watch 'Positive'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and all other ratings on Huntsville, Ala.-based
competitive local exchange carrier (CLEC) ITC DeltaCom Inc. remain
on CreditWatch with positive implications.

S&P placed the ratings on CreditWatch on Oct. 5, 2010, following
ITC DeltaCom's announcement that it had agreed to be acquired by
Internet service provider (ISP) Earthlink Inc. in a transaction
valued at $516 million, including the assumption of $325 million
of ITC DeltaCom's debt.  The transaction closed on Dec. 8, 2010.
Since then Earthlink also announced a definitive merger agreement
with another CLEC, One Communications Corp.

While S&P does not currently rate Earthlink, based on the
Company's public financials and preliminary information, S&P
estimates pro forma leverage for the combination of the three
entities to be around the mid-2x area (before synergies),
substantially lower than ITC DeltaCom's leverage of 4.1x at the
end of the third quarter of 2010.  Moreover, Earthlink has a large
cash balance of about $237 million, pro forma, post close of the
transactions, and generates healthy levels of net free cash flow.
S&P will assess the Company's overall business and financial risk
profile to resolve the CreditWatch, including as assessment of
Earthlink's financial policy and proclivity for additional
acquisitions.


IVY RESTAURANT: Court OKs Sale of Personal Property & Equipment
---------------------------------------------------------------
Bankruptcy Judge Joan N. Feeney greenlighted the sale of personal
property in Ivy Restaurant Group, Inc.'s Chapter 7 bankruptcy
case.  The Chapter 7 Trustee, Lynne Riley, seeks to sell personal
property and equipment associated with the restaurant formerly
operated by the Ivy Restaurant Group.  William Ashmore, the
Debtor's former President and 50% shareholder, objected to the
sale of five items, claiming those items are not property of the
estate, and, instead, are owned by him or another corporation of
which he is the principal, namely Boston Lounge Group, Inc.

The disputed items include a custom-made performance stage; a
computer server and several computer processing units; a
computerized POS system hardware owned by Boston Lounge Group,
Inc.; Aldelo POS interface software; 50 red chairs; and a crystal
chandelier.

"The credible evidence in this case supports the conclusion that
the items in dispute claimed by Ashmore were property of the
debtor as of the date of the filing of the Chapter 11 petition and
are property of the estate," Judge Feeney said.

On January 18, 2011, the Court authorized the Chapter 7 Trustee to
sell the Debtor's liquor license, after submission of sealed bids.

A copy of Judge Feeney's January 24, 2011 Memorandum is available
at http://is.gd/fhgSCafrom Leagle.com.

                    About Ivy Restaurant Group

Ivy Restaurant Group, Inc., operated a restaurant at 49 Temple
Place, in Boston, Massachusetts.  Ivy Restaurant Group filed for
Chapter ll bankruptcy (Bankr. D. Mass. Case No. 10-18394) on
August 2, 2010.  William T. Stevens -- wtstevens@rcn.com -- in
Cambridge, Massachusetts, served as the Debtor's chapter 11
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $100,000 to $500,000 in debts.  A copy of the petition
is available at http://bankrupt.com/misc/mab10-18394.pdf The case
was converted to a case under Chapter 7 on October 6, 2010, at
which time Lynne Riley was appointed as Chapter 7 Trustee.


JAVO BEVERAGE: Organizational Meeting to Form Panel on Feb. 4
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 4, 2011, at 1:00 p.m.
in the bankruptcy case of Javo Beverage Company, Inc.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 5209, Wilmington, DE 19801.

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

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

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

                         About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D.
Del. Case No. 11- 10212).  Debra A. Riley, Esq., at Allen Matkins
Leck Gamble Mallory & Natsis LLP, serves as the Debtor's
bankruptcy counsel.  Robert J. Dehney, Esq., and Matthew B.
Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, serve as
the co-counsel.  Goodwin Procter, LLP, is the Debtor's special
counsel.  Valcor Consulting LLC is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the Debtor's claims agent.  The
Debtor disclosed $14,659,681 in total assets and $26,705,755 in
total debts as of the Petition Date.


JOSEPH GENNACO: Dist. Ct. Affirms Dismissal of Investors' Suit
--------------------------------------------------------------
District Judge Patti B. Saris affirmed the bankruptcy court's
dismissal of the suit filed by Lisa and James Frati, Jack Karp,
and Despena A. Nigro against Joseph Gennaco on the grounds that
the complaints were not timely filed within the period prescribed
by Federal Rule of Bankruptcy Procedure 4004(a).  The case is Lisa
Frati, James Frati, Jack Karp, and Despena A. Nigro, v. Joseph
Gennaco, Case No. 10-cv-11055 (D. Mass.).  A copy of the District
Court's January 24, 2011 Memorandum and Order is available
at http://is.gd/v6FzVAfrom Leagle.com.

Joseph Gennaco was in the business of selling financial packages
based on death benefit life insurance policies.  The Fratis et al.
were among several investors who purchased Mr. Gennaco's financial
packages.  The investment, however, went awry, and Mr. Gennaco was
unable to pay his investors' claims.  The Fratis et al. have
asserted fraud and conversion claims against Mr. Gennaco.

Joseph Gennaco filed for Chapter 11 bankruptcy (Bankr. D. Mass.
Case No. 08-17762) October 14, 2008.  After an unsuccessful
attempt at a Chapter 11 reorganization plan, Mr. Gennaco's case
was converted into a Chapter 7 proceeding on October 27, 2009.
The bankruptcy court appointed David Madoff as Trustee in the
Chapter 7 proceedings.  Mr. Madoff also served as the Trustee in
the attempted Chapter 11 proceedings in 2008.


LAX ROYAL: MSCI 2006-Q11 Opposes Use of Cash Collateral
-------------------------------------------------------
MSCI 2006-Q11 West Century Limited Partnership has filed with the
U.S. Bankruptcy Court for the Central District of California an
objection to Lax Royal Airport Center, LP's use of cash
collateral, including any use of the rents, issues, profits,
proceeds or any other income generated from the collateral.

The Debtor is indebted to MSCI 2006-Q11 in an amount in excess of
$8,476,615.73.  MSCI 2006-Q11 is the holder of certain A Note and
B Note made by the Debtor in the principal amounts of $7 million
and $3 million, respectively, each dated as of May 8, 2006, which
are secured by that certain Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Fixture Filing dated April 20,
2005, and related documents, executed by the Debtor in favor of
MSCI 2006-Q11 and encumbering the Debtor's leasehold interests in
that certain Ground Lease dated November 17, 1986, between KOAR
Airport Associates, a California general partnership, or its
predecessor-in-interest, and UIC Airport Center Associates, whose
interest has been, through various intermediary entities,
subsequently assigned to the Debtor.  The Ground Lease premises
are commonly known as 5933 West Century Boulevard, Los Angeles,
California 90045.

The indebtedness owed by the Debtor to MSCI 2006-Q11 is duly
perfected and secured by the Deed of Trust and other loan
documents.

As a result of MSCI 2006-Q11's security interests in the Debtor's
leasehold interests in the Ground Lease and the rents, issues and
profits generated from the property, MSCI 2006-Q11 has an interest
in the cash collateral.  MSCI 2006-Q11 demands sequestration of
any rents, issues, profits, proceeds and any other income derived
from the collateral.

The Debtor is currently in default under the loan documents,
according to MSCI.

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection on January 19, 2011 (Bankr.
C.D. Calif. Case No. 11-12333).  Michael N. Sofris, Esq., at
Michael N. Sofris, A Professional Law Corporation, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

MSCI 2006-Q11 is represented by Bryan Cave LLP.


LAX ROYAL: Section 341(a) Meeting Scheduled for March 3
-------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of LAX Royal
Airport Center, LP's creditors on March 3, 2011, at 3:00 p.m.  The
meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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.

Los Angeles, California-based LAX Royal Airport Center, LP, filed
for Chapter 11 bankruptcy protection on January 19, 2011 (Bankr.
C.D. Calif. Case No. 11-12333).  Michael N. Sofris, Esq., at
Michael N. Sofris, A Professional Law Corporation, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


LEHMAN BROTHERS: Files Committee-Backed Chapter 11 Plan
-------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed
with the U.S. Bankruptcy Court for the Southern District of New
York an amended Chapter 11 plan of reorganization and accompanying
disclosure statement that would give creditors a better recovery
than the company's original plan.

Under the amended plan that distributes the $60.1 billion that
has been collected against the $322 billion in claims filed
against the Debtors, creditors that hold senior unsecured claims
against LBHI would recover 21.4% of their claims, up from 17.4%
in the original plan.  Meanwhile, the company's general unsecured
creditors would recover 19.8% of their claims, up from 14.7%.

Creditors of LBHI's subsidiaries would also see better
recoveries.  Lehman Commercial Paper Inc.'s general unsecured
creditors would recover 51.9% of their claims while those of
Lehman Brothers Commodity Services Inc. would recover 49.8%.
Meanwhile, creditors of Lehman Brothers Special Financing Inc.
would recover 22.3% of their general unsecured claims.

Tables summarizing the proposed classification and treatment of
claims and an analysis providing estimated recoveries to
creditors of allowed claims can be accessed for free at:

  http://bankrupt.com/misc/LBHI_1stAmPlanClaimTreatment.pdf
  http://bankrupt.com/misc/LBHI_1stAmPlan_RecAnalysis.pdf

"We have tried to develop a plan that balances the varied
interests in a way that is fair to each stakeholder group and
provides the best outcome for creditors," LBHI Chief Executive
Bryan Marsal said in a January 26, 2011 statement.

Mr. Marsal said the plan represents a "fair economic compromise,
will expedite the administration of these cases and accelerate
distributions to creditors."

LBHI previously said that it would incorporate into its amended
plan some of the ideas presented by a group of senior noteholders
including Paulson & Co., which filed a rival plan last month.
The company, however, said in the disclosure statement
accompanying the amended plan that it is not supporting Paulson's
group's competing plan.

Under the senior noteholders' rival plan filed on December 15,
2010, all creditors will be paid roughly equally by consolidating
all claims into one pool.  The rival plan offers higher recovery
to LBHI creditors and a smaller payout to some creditors of its
subsidiaries.

"The ad hoc plan, if pursued would engender significant
opposition and litigation, and would result in increased expenses
and delay in the debtors' Chapter 11 cases," John Suckow,
president and chief operating officer of LBHI, said in the
disclosure statement.

Mr. Suckow also said that the amended plan does not
"substantively consolidate" LBHI and its affiliated debtors, and
that allowed claims against a debtor will be paid primarily from
the assets of that debtor.

Mr. Suckow said that the fundamental difference between Lehman's
initial plan and the amended plan is that all creditors are being
asked to give up something.  Holders of third-party guarantee
claims and derivative claims, for example, would see a portion of
their recovery allocated to those with claims against LBHI,
according to a January 27, 2011 report by The Wall Street
Journal.

The amended plan has received the support of the Official
Committee of Unsecured Creditors.  The processing of the amended
plan is subject to acceptance by the requisite majorities of
creditors entitled to vote on the plan.

LBHI said it has reached tentative deals with affiliates in
Germany and The Netherlands for the consent to the amended plan.
The UK group led by Lehman Brothers International (Europe) said
earlier this month that it could present its own plan if it was
unhappy with the proposed compromise, according to a January 26,
2011 report by the Financial Times.

LBHI hopes to present the amended plan to the Bankruptcy Court
for approval by July and to win the support of creditors by
November of this year, the Financial Times reported.

The confirmation of the amended plan is conditioned on the
Bankruptcy Court issuing a confirmation order and an order
approving so-called "derivative claims framework," a methodology
that will be applied to calculate the allowed amount of a
derivative claim or derivative guarantee claim against LBHI and
its affiliated debtors.

Over the coming weeks, meetings will be arranged with various
stakeholder groups to provide briefings on the amended plan.

              Corporate Governance and Management

On the effective date of the amended plan, the management,
control and operation of LBHI and its affiliated debtors will be
overseen by their respective boards of directors.  Effective date
means the first business day on which the conditions to
effectiveness of the plan have been satisfied or waived and on
which the plan will become effective.

LBHI's board of directors will consist of nine members to be
selected by a six-member "director selection committee."

The initial directors of LBHI will have initial and, if
reelected, subsequent terms of one year.  They will serve at LBHI
until the bankruptcy cases are closed.  The directors can be
removed from office with or without cause.

Upon expiration of the terms of an LBHI director or upon his
resignation, death or removal, the election or replacement of
that director will be determined by action of a plan trust, which
will be established to hold one new share of LBHI common stock
issued to it upon cancellation of the company's common or
preferred stock outstanding on the effective date.

Following the effective date of the amended plan, LBHI will cause
Lehman ALI Inc. to elect the respective boards of directors of
LBSF and LCPI.  Each board will consist of five persons selected
by LBHI, four of whom will be concurrently serving members of the
LBHI board of directors and one of whom will be selected in
consultation with the holders of significant claims against LBSF
or LCPI.

Each of the initial directors of LBSF and LCPI will have initial
and, if reelected, subsequent terms of one year.  Thereafter,
LBHI will cause Lehman ALI to elect successors of those directors
at each annual meeting of LBSF or LCPI or upon the removal and
resignation of those directors.  Lehman ALI, as directed by LBHI,
can remove any director at any time with or without cause.

The amended plan calls for the appointment of LBHI as the plan
administrator for each of its affiliated debtors.

Full-text copies of the first amended Chapter 11 plan and the
disclosure statement are available without charge at:

  http://bankrupt.com/misc/LBHI_1stAmendedPlan.pdf
  http://bankrupt.com/misc/LBHI_DS1stAmendedPlan.pdf

LBHI also filed a liquidation analysis, which provides a summary
of the liquidation values of its assets and those of its
affiliated debtors, assuming a Chapter 7 liquidation in which a
trustee appointed by the Bankruptcy Court would liquidate the
assets of the estates.  A full-text copy of the liquidation
analysis is available at:

  http://bankrupt.com/misc/LBHI_1stAmPlan_LiqAnalysis.pdf

                       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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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: LB Australia Wants to Intervene in Suit vs. BNY
----------------------------------------------------------------
Stephen Parbery and Neil Singleton, in their capacity as the
court appointed liquidators of Lehman Brothers Australia Limited,
seek permission from Judge James Peck of the U.S. Bankruptcy
Court for the District of New York to intervene in the adversary
proceeding filed against The Bank of New York Mellon Corporation
and BNY Corporate Trustee Services Limited, Case No. 10-03545.

BNY Mellon and BNYCTS serve as trustee to Beryl Finance Ltd.,
Diadem City CDO Ltd., Jupiter Quartz Finance PLC, Lion City CDO
Ltd., Onyx Funding Ltd., Pearl Finance PLC, Quartz Finance PLC,
Ruby Finance PLC, Saphir Finance PLC, and Zircon Finance Ltd., as
issuers of series of notes.  LB Australia holds some of those and
has also served as placement agents to third-party investors in
those notes.

The LB Australia notes are linked to certain credit default swaps
entered into between the issuers of the notes and Lehman Brothers
Special Financing, Inc., with Lehman Brothers Holding Inc. acting
as guarantor to the LBSF's obligations.  The transactional
documents governing the notes and related swaps provide that,
generally, LBSF has priority rights on the collateral used to
secure the notes and the swap.  However, the priority rights on
the collateral "flip" will be subordinated to noteholders upon
the occurrence of certain events, including a bankruptcy filing
by either LBSF or LBHI.

The enforceability of the "flip clauses" contained in the
transactional documents for nearly-identical and swaps became the
subject of litigation in both the U.S. Court and courts in
England and Wales.  The overseas courts found that the
"flip clauses" contained in the relevant transactional documents
were enforceable, thus permitting noteholders' priority right to
the collateral.  The U.S. Court, however, found that the "flip
clauses" were unenforceable, thus preserving LBSF's priority
right to the collateral.  The adjudication of the issue was teed
up for review by the U.S. District Court for the Southern
District of New York, but then the parties settled by a motion
filed pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, which motion included a release of the overseas
claims.  Because a final legal determination regarding the "flip
clauses" was effectively mooted, there now remains significant
ambiguity regarding the legal enforceability of the "flip
clauses" for other notes in the same structured products program,
the Australian liquidators point out.

The legal ambiguity regarding the enforceability of the "flip
clauses" has significantly hampered the liquidation process of
the LB Australia estate, according to the Australian liquidators.
The liquidators relate that they require guidance on the ultimate
enforceability of the "flip clauses" both in order to determine
the value of LB Australia's own note holdings, and additionally
to determine if claims made by third-party noteholders against LB
Australia in connection with LB Australia's role as placement
agent may be mooted -- or at least, dramatically reduced -- by
operation of the "flip clauses."  In addition, the Australian
liquidators say LB Australia has contingent claims against LBSF,
LBHI and Lehman Brothers, Inc. in the U.S. Court based on the
outcome of the noteholder litigation in Australia against LB
Australia, which too may be streamlined by a resolution of this
legal issue.

Accordingly, the Australian liquidators seek to intervene in the
Adversary Proceeding relating to the enforceability of the "flip
clauses" for LB Australia's notes so that they may seek to lift
the stay and expeditiously prosecute the merits of that action.

The Australian liquidators are represented by:

     James H.M. Sprayregen, P.C., Esq.
     David R. Seligman, P.C., Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, New York 10022-4611
     Telephone: (212) 446-4800

                       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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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: Pulsar Files Suit to Impose Constructive Trust
---------------------------------------------------------------
Pulsar Re Ltd. filed a lawsuit seeking imposition of a
constructive trust against Lehman Brothers Holdings Inc. and
Lehman Commercial Paper Inc.

The move came after the Lehman units allegedly misappropriated as
much as $450 million, which they allegedly pledged to their
Bermuda-based affiliate, Lehman Re Ltd.  The money serves as
collateral for Pulsar's reinsurance obligations to Lehman Re.

Andrew McGaan, Esq., at Kirkland & Ellis LLP, in Chicago
Illinois, says the Lehman units misappropriated the funds as part
of a plan to provide financing to LBHI to improve its balance
sheet by moving illiquid assets to subsidiaries and other
affiliates.

"The Pulsar cash collateral is not part of the Lehman estate and
should be placed in trust for Pulsar," Mr. McGaan says in a 16-
page complaint he filed with the U.S. Bankruptcy Court for the
Southern District of New York.

Pulsar asks the Court to impose a constructive trust for its
benefit over the collateral and any other cash or assets that the
Lehman units have acquired through their use of the collateral.

                       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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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: Lifts Stay to Settle Northgate's $304MM Claim
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its units sought and obtained an
order modifying the automatic stay to allow U.S. Specialty
Insurance Company, Zurich American Insurance Company, and the
Debtors' fourth and fifth level excess insurers under the
Debtors'2007-2008 directors and officers liability insurance
program to make payments in connection with a settlement agreement
between Northgate Minerals Corporation and certain of the Debtors'
current or former directors, officers, and employees.

For claims made against the Individual Defendants during the
period from May 16, 2007 to May 16, 2008, the Debtors purchased a
primary policy from XL Specialty Insurance Company plus
additional excess coverage for this period from a number of other
carriers of up to $250 million in the aggregate.  The excess
policies include policies underwritten by U.S. Specialty and
Zurich.  The terms and conditions of the excess coverage are
governed by the 2007-2008 Primary D&O Policy, but each excess
insurer's obligations are subject to certain additional terms,
such as limits of liability, and attach only after all Loss
within the respective Limits of Liability of the underlying
policies has been paid. As the fourth and fifth excess insurers
for the Policy Period, U.S. Specialty and Zurich provide coverage
of $15 million in excess of $55 million and $15 million in excess
of $70 million, respectively.

Confirming the Insurers' ability to make settlement payments on
behalf of the Individual Defendants is in the best interests of
the Debtors' estates and creditors because, among other things,
the interests of the Debtors' estates, if any, in the proceeds of
the Policies are expressly subordinate to the interest of the
Individual Defendants. Specifically, the Policies provide that
the Debtors have a right to the insurance proceeds only after the
Individual Defendants are fully reimbursed for any "Loss,"
including defense costs and settlement payments.

Thus, the Debtors assert that granting their request is unlikely
to have any adverse effect on their estates and creditors.  In
addition, pursuant to an agreement and release, Northgate has
agreed to the extinguishment of its claim filed against Lehman
Brothers Holdings Inc. in the amount of $304,677,735, and to
exchange mutual releases with LBHI with respect to all matters
relating to such claim.

                       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.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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)


LEHMANN BROS FARMS: Bankr. Ct. Sends Suit v. CIT to State Court
---------------------------------------------------------------
Judge William V. Altenberger ruled that the Bankruptcy Court does
not have jurisdiction to hear the matters raised in the adversary
proceeding, Great Lakes Pork, Inc., Johnson-Pate Pork, Inc., and
Lehmann Bros. Farms, LLC, v. The CIT Group/Business Credit, Inc.,
and Richard T. Klene, Adv. Pro. No. 09-03258 (Bankr. S. D. Ill.).
The action is based solely on state law.  The adversary proceeding
is remanded to state court.

Meadowbrook Farms Cooperative was in the business of purchasing
hogs for slaughter and processing, packaging and selling pork
products.  Meadowbrook Farms filed for Chapter 7 bankruptcy
(Bankr. S.D. Ill. Case No. 09-30688) on March 21, 2009.

The Plaintiffs are in the business of raising hogs and selling
them to packers for slaughter, processing, packing and resale.

Lehmann Bros. Farms, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Ill. Case No. 09-91865) on September 1, 2009.  Barry M.
Barash, Esq. -- barashb@barashlaw.com -- served as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and debts.  A plan was confirmed on April 27,
2010, and the bankruptcy case was closed on July 7, 2010.

The litigation was originally pending in state court and was
removed to bankruptcy court by Mr. Klene.  CIT is a lender who had
made a secured loan to Meadowbrook Farms.  Mr. Klene was the chief
financial officer, and later the executive vice president, of
Meadowbrook Farms.

In the complaint, the Plaintiffs asserted two counts of unjust
enrichment and conspiracy against CIT, and one count of negligent
misrepresentation against Mr. Klene.  After removal to bankruptcy
court, the complaint was later amended to change the count against
Mr. Klene from negligent to intentional misrepresentation, and to
add a new count against Mr. Klene for conspiracy.

A copy of the Court's January 25, 2011 Opinion is available
at http://is.gd/dQezgSfrom Leagle.com.  The Court issued the
written opinion to supplement and clarify the oral opinion given
in open Court on January 10, 2011.


LT INC: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: LT, Inc
        340 New Byhalia Road, Suite #3A
        Collierville, TN 38017

Bankruptcy Case No.: 11-20726

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Robert Wayne McPherson, Esq.
                  MCPHERSON LAW OFFICE
                  1621 Carr Avenue
                  Memphis, TN 38104--5015
                  Tel: (901) 276-0716
                  Fax: (901) 276-0710
                  E-mail: bob@rwmcp.com

Scheduled Assets: $8,798,324

Scheduled Debts: $7,735,698

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

The petition was signed by Thomas W. Taylor, president.


M FABRIKANT: Bankr. Court Rules on Creditors' Suit v. Banks
-----------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein has ruled on the defendants'
motion to dismiss the third amended complaint in the case,
Buchwald Capital Advisors LLC, as Trustee of the MFS GUC Trust, v.
JP Morgan Chase Bank, N.A., ABN Amro Bank N.V., Bank of America,
N.A., HSBC Bank USA, National Association, Bank Leumi USA, Israel
Discount Bank of New York, Antwerpse Diamantbank, N.V., Sovereign
Precious Metals, LLC, and Sovereign Bank, Adv. Pro. No. 07-2780
(Bankr. S.D.N.Y.).

The Creditor Trust sued the banks on account of various loans
extended to the Debtors, which proceeds were in turn improperly
transferred to entities affiliated with Charles Fortgang and
Matthew Fortgang, who both own in the aggregate 32% of MFS stock
and who served, respectively, as the chairman and president of the
Debtors, and controlled both Debtors.  The Fortgangs, and trusts
of which Charles, Matthew and Susan Fortgang were beneficiaries,
own a group of 47 companies engaged in the diamond and jewelry
business.  With few exceptions, neither debtor had any ownership
interest in any of the Fortgang Affiliates.  The suit contends
that the Lending Banks knew or should have known that the Debtors
would reconvey the proceeds of the bank loans to the Fortgang
Affiliates through actual or constructive fraudulent transfers.

The Court held that Counts I through IV of the Complaint, so-
called Scheme Claims, are dismissed with prejudice, Counts VIII
through X, so-called Subsequent Transfers Claims, are dismissed
with prejudice to the extent they assert claims based on actual
fraudulent transfers, but the motion to dismiss these Counts is
otherwise denied, Count XI claims for Preferential Payments is
dismissed with prejudice, and the motion to dismiss Count XII
(Section 502(d) claims) is granted in part and denied in part.
The motion to dismiss Counts V and VI, so-called Consignment
Claims, is denied as to Sovereign Bank, and granted as to
Sovereign Precious Metals, LLC, with leave to replead.  The motion
to dismiss Count VII Consignment Claim is granted with leave to
replead.

A copy of Judge Bernstein's January 25, 2011 Memorandum Decision
and Order is available at http://is.gd/Uk3Ntufrom Leagle.com.

                        About M. Fabrikant

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 and 06-12739).  Mitchel H. Perkiel, Esq., Lee
W. Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders
LLP, represented the Debtors in their restructuring efforts.  Alan
Kolod, Esq., Lawrence L. Ginsberg, Esq., and Christopher J.
Caruso, Esq., at Moses & Singer LLP, served as counsel to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
showed $225,612,204 in assets and $70,443,195 in liabilities.

In May 2008, Judge Bernstein confirmed the Modified Joint
Chapter 11 Plan of Liquidation dated April 24, 2008, filed by M.
Fabrikants and Fabrikant-Leer, together with the Official
Committee of Unsecured Creditors and other lenders.


MARCUS LEE: District Judge Affirms Denial of Cash Collateral Use
----------------------------------------------------------------
District Judge J. William Ditter Jr. denied Marcus Lee Associates,
L.P.'s appeal from the Bankruptcy Court's refusal to reconsider
its finding that the creditor would not be adequately protected if
cash collateral was used for further construction and that as to
the creditor, the automatic stay should be lifted.  Judge Ditter
held that the record supports the Bankruptcy Court's conclusion
that adequate cause existed to deny the use of cash collateral and
grant relief from the automatic stay.

The case is Marcus Lee Associates, L.P., v. Wachovia Bank, N.A.,
Civil Action No. 10-667 (E.D. Pa.).  A copy of the District
Court's January 20, 2011 Memorandum and Order is available
at http://is.gd/PGrlrXfrom Leagle.com.

Wachovia is Marcus Lee's senior secured creditor and holds a first
priority lien on and security interest in all of Marcus Lee's
assets, including the Meridian of Valley Square residential
development project.  Jennifer P. Knox, Esq., at Reed Smith LLP in
Philadelphia, represented Wachovia in this dispute.

Condominium developer and condominium association Marcus Lee
Associates, L.P., located in Warrington, Pa., filed a
voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 09-11037)
on February 16, 2009.  In its petition, Marcus Lee Associated
identified Lamplighter Village Associates, L.P. as a debtor-
affiliate.  Lamplighter Village Associates, L.P., also based in
Warrington, Pa., filed its bankruptcy petition on February 16,
2009 (Bankr. E.D. Pa. Case No. 09-11035).  Marcus Lee Associates
and Lamplighter Village Associates are represented by Albert A.
Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., in
Philadelphia, as bankruptcy counsel.  Marcus Lee Associates and
Lamplighter Village Associates each estimate their assets and
debts at less than $10 million.


MDC SYSTEMS: Court Rules on Trustee's Suit v. MDC LLC et al.
------------------------------------------------------------
Michael H. Kaliner, Trustee for Debtor, MDC Systems, Inc., v. MDC
Systems Corp., LLC, Robert McCue, MDC Systems Enterprises, LLC,
and MDC Systems Enterprises LLC Series A, Case No. 09-cv-00005
(E.D. Pa.), seeks to recover for the benefit of the Chapter 7
estate's creditors assets he alleges were fraudulently transferred
by INC to defendants Robert McCue, MDC Systems Corp., LLC, MDC
Systems Enterprises, LLC, and MDC Systems Enterprises LLC
Series A.  The Fourth Amended Complaint alleges successor
liability claims against LLC (Count I) and Enterprises and Series
A (Count IV), and fraudulent transfer claims against LLC (Count
II) and McCue (Count III).

In his January 20, 2011 Memorandum, Judge Jan E. DuDois ruled that
defendants McCue, Enterprises, and Series A's motions for summary
judgment are granted and defendant LLC's motion for summary
judgment is granted in part and denied in part.  The only claim
remaining in the case is Count II, the fraudulent transfer claim
against LLC.

The case, which involves a series of asset transfers between INC,
McCue, and the corporate defendants, evolved out of an effort to
enforce a state-court judgment against INC in a landlord-tenant
action.

A copy of Judge DuDois' Memorandum is available
at http://is.gd/Y2h2ssfrom Leagle.com.

MDC Systems, Inc., filed a voluntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 08-14669) on July 23, 2008, listing $100,000 to
$500,000 in assets and $1 million to $10 million in debts.  Bayard
H. Graf, Esq., served as Chapter 11 counsel.  The bankruptcy
proceeding was converted to a Chapter 7 proceeding on October 7,
2008, and Michael H. Kaliner was appointed trustee the following
day.  A copy of the petition is available at
http://bankrupt.com/misc/paeb08-14669.pdf


MEADOWBROOK FARMS: Bankr. Ct. Sends Suit v. CIT to State Court
--------------------------------------------------------------
Judge William V. Altenberger ruled that the Bankruptcy Court does
not have jurisdiction to hear the matters raised in the adversary
proceeding, Great Lakes Pork, Inc., Johnson-Pate Pork, Inc., and
Lehmann Bros. Farms, LLC, v. The CIT Group/Business Credit, Inc.,
and Richard T. Klene, Adv. Pro. No. 09-03258 (Bankr. S. D. Ill.).
The action is based solely on state law.  The adversary proceeding
is remanded to state court.

Meadowbrook Farms Cooperative was in the business of purchasing
hogs for slaughter and processing, packaging and selling pork
products.  Meadowbrook Farms filed for Chapter 7 bankruptcy
(Bankr. S.D. Ill. Case No. 09-30688) on March 21, 2009.

The Plaintiffs are in the business of raising hogs and selling
them to packers for slaughter, processing, packing and resale.

Lehmann Bros. Farms, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Ill. Case No. 09-91865) on September 1, 2009.  Barry M.
Barash, Esq. -- barashb@barashlaw.com -- served as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to
$10 million in assets and debts.  A plan was confirmed on April
27, 2010, and the bankruptcy case was closed on July 7, 2010.

The litigation was originally pending in state court and was
removed to bankruptcy court by Mr. Klene.  CIT is a lender who had
made a secured loan to Meadowbrook Farms.  Mr. Klene was the chief
financial officer, and later the executive vice president, of
Meadowbrook Farms.

In the complaint, the Plaintiffs asserted two counts of unjust
enrichment and conspiracy against CIT, and one count of negligent
misrepresentation against Mr. Klene.  After removal to bankruptcy
court, the complaint was later amended to change the count against
Mr. Klene from negligent to intentional misrepresentation, and to
add a new count against Mr. Klene for conspiracy.

A copy of the Court's January 25, 2011 Opinion is available
at http://is.gd/dQezgSfrom Leagle.com.  The Court issued the
written opinion to supplement and clarify the oral opinion given
in open Court on January 10, 2011.


MEDSCI DIAGNOSTICS: Bankr. Court Blocks SIF's Bid to Stay Order
---------------------------------------------------------------
Bankruptcy Judge Enrique Lamoutte denied the State Insurance Fund
Corporation's request to stay proceedings in a contract dispute
suit with MedSci Diagnostics, Inc., pending appeal.

The SIF requests the stay of the Bankruptcy Court's Opinion and
Order entered on December 23, and appealed on January 5, 2011.
The SIF alleges that the Court's order contains clear errors of
law as it rewrote the terms of the contract between the parties
and adjudicated on the merits one of MedSci's claims.  MedSci
objected.

As reported by the Troubled Company Reporter, Judge Lamoutte on
December 16 denied the SIF's motion to stay proceedings pending
appeal from the Court's November 24 opinion and order concluding
that the CONTRACT FOR THE PROVISION OF DIAGNOSTIC TESTING AT
INSTALLATIONS OF THE CORPORATION FOR THE REGIONS OF CAROLINA,
MAYAGUEZ, PONCE AND THE INDUSTRIAL HOSPITAL between MedSci and the
SIF was not null and void.  Judge Lamoutte said balancing of harm
favors MedSci.  If the stay is granted the Debtor's source of
revenue ceases, as well as its existence.  On the other hand, the
services being provided by MedSci would have to be provided by
some other person, a professional services corporation as the SIF
now contends.  Thus, the SIF's expense or harm is far outweighed
by the Debtor's harm.  A copy of the Court's December 16, 2010
Opinion and Order is available at http://is.gd/j3dxgfrom
Leagle.com

On December 23, the Court issued another Opinion and Order
clarifying and expanding its prior Order.  A copy of the Court's
December 23 Order is available at http://is.gd/jxns1from
Leagle.com

In his January 24, 2011 Opinion and Order, Judge Lamoutte
reiterated that the SIF has failed to establish a likelihood to
succeed on the merits or show irreparable harm, that is, harm that
cannot be compensated with money.  Judge Lamoutte also pointed out
that the balancing of harm tilts to MedSci's favor.  If payment
for duly services rendered is not received then it must cease
operations and liquidate its assets.  On the other hand, if MedSci
complies with the terms of the contract and provides the services
needed by the SIF, and which lead to the contract between the
parties, then there is no harm.  Lastly, the Court does not find
public policy to be an issue at this juncture.

A copy of the Bankruptcy Court's January 24 Opinion and Order is
available at http://is.gd/hmk1Phfrom Leagle.com.

The case is MedSci Diagnostics, Inc., v. State Insurance Fund
Corp., through its Administrator Zoime Alvarez Rubio, et al., Adv.
Pro. No. 10-0094 (Bankr. D. P.R.).

                     About MedSci Diagnostics

San Juan, Puerto Rico-based MedSci Diagnostics, Inc., filed for
Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D. P.R.
Case No. 10-04961).  Edgardo Munoz, Esq., at Edgardo Munoz, PSC,
assists the Debtor in its restructuring effort.  The Company
disclosed $57,900,732 in total assets and $6,770,211 in total
debts in its schedules.


METALS USA: S&P Raises Rating on $2750MM Secured Notes to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level rating
on Metals USA Inc.'s $275 million senior secured notes due 2015 to
'B' (same as the corporate credit rating) from 'B-'.  S&P also
revised the recovery rating to '3', indicating S&P's expectation
of meaningful (50%-70%) recovery for noteholders in the event of a
payment default, from '5'.  The revision reflects higher recovery
prospects for the senior secured noteholders, because of smaller
expected priority claims on the reduced asset-based lending (ABL)
facility, in S&P's default scenario.  Under the terms of the
amendment to the ABL facility, the ABL facility commitment
decreased to $500 million from $625 million and extended its
maturity date to 2015.

The 'B' corporate credit rating on Metals USA reflects what S&P
consider to be its vulnerable business risk profile and aggressive
financial risk profile.  The ratings also reflect the significant
volatility associated with its markets and cash flows and its thin
operating margins.  Still, the Company's operations benefit from a
variable cost structure and its ability to generate cash flow from
working capital during periods of soft end markets.

Ratings List

Metals USA Inc.
Corporate credit rating                     B/Positive/--

Revised Ratings
                                             To     From
$275 million senior secured notes due 2015  B      B-
  Recovery rating                            3      5


MIKE V REAL ESTATE: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mike V. Real Estate, LLC
        7863 Girard Avenue, Suite 302
        La Jolla, CA 92037

Bankruptcy Case No.: 11-01165

Chapter 11 Petition Date: January 26, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  E-mail: craigedwyer@aol.com

Scheduled Assets: $55,000,000

Scheduled Debts: $51,335,000

The petition was signed by Michael Viscuso, managing member.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mike Viscuso                       --                  $17,000,000
7863 Girard Avenue, Suite 302
La Jolla, CA 92037

San Diego Private Bank             Bank Loan            $1,500,000
9404 Genesee Avenue, #100
La Jolla, CA 92037

San Diego Private Bank             Bank Loan              $800,000
9404 Genesee Avenue, #100
La Jolla, CA 92037

Law Office of Greg Montegna        --                      $35,000


MIKE ZITTA: Court Denies BAC Home Loans' Bid to Lift Stay
---------------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley ruled that a creditor
alleging a security interest in certain property of the debtor
and/or the bankruptcy estate must at least set forth a prima facie
case as to its perfected security interest.  According to Judge
Curley, BAC Home Loans Servicing, LP, should have provided an
assignment of a Deed of Trust in its Motion for for Relief from
Stay in the Chapter 11 bankruptcy case of Mike and Irena Zitta.
It failed to do so.  That Motion was denied by the Court without
prejudice in October 2010.  Judge Curley said BAC still has the
opportunity to refile the Motion with appropriate documents as
exhibits.  Accordingly, Judge Curley denied a subsequent Motion
for Reconsideration filed by BAC.

Mike Zitta filed for Chapter 11 bankruptcy on August 11, 2009.

The case is BAC Home Loans Servicing, LP fka Countrywide Home
Loans Servicing LP, its assignees and/or successors in interest,
v. Mike Zitta and Irena Zitta, Case No. 09-bk-19154 (Bankr. D.
Ariz.).  A copy of the Court's January 21, 2011 Amended Memorandum
Decision is available at http://is.gd/PdLlZ0from Leagle.com.


MOUNTAIN VALLEY: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mountain Valley RV Parks, LLC
        19528 Ventura Blvd., #543
        Tarzana, CA 91356

Bankruptcy Case No.: 11-10949

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.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 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-10949.pdf

The petition was signed by Yury Gampel, authorized agent.


ORBUS PHARMA: Sells Markham Property and Equipment
--------------------------------------------------
Orbus Pharma Inc. disclosed the sale of the Markham facility and
land.  This sale together with the sale of the Cambridge Property
on November 23, 2010 completes the sale of substantially all of
the assets of the Company.  The sale price of the Markham Property
was $3,090,000, from which costs related to the Property and
expenses pertaining to the sale were deducted.  The majority of
the net proceeds from the sale was applied to repay the balance of
the outstanding mortgage and accrued interest owing to the
Business Development Bank of Canada.

The remaining portion of the proceeds together with proceeds from
the sale of the production equipment, which were sold to a number
of buyers, will be used to repay a portion of the remaining
secured debt after implementation of the Orbus Bankruptcy and
Insolvency Act Proposal.

The Company is continuing with implementation of the BIA Proposal
approved by the affected creditors and the courts in 2010.The
Ontario and Alberta Securities Commissions have varied cease trade
orders previously issued against the Company to allow Orbus to
issue new shares to affected secured creditors in exchange for a
90% reduction of the affected secured debt.  Following completion
of the BIA Proposal, the Company intends to seek the full
revocation of the cease trade orders and file all required
outstanding continuous disclosure so that trading of its shares
can resume.

                         About Orbus Pharma

Orbus Pharma Inc. -- http://www.orbus.ca/-- headquartered in
Markham, Ontario and listed on the Toronto Stock Exchange under
the symbol ORB, is pursuing an integrated global strategy of: (1)
generic drug development, using proprietary delivery systems for
certain products; (2) product out-licensing; and (3)
pharmaceutical manufacturing.

                            *     *     *

As reported in the Troubled Company Reporter on October 21, 2010,
Orbus Pharma Inc. announces that the affected secured creditors,
the unsecured creditors and the Ontario Superior Court of Justice
in Bankruptcy and Insolvency have all approved its Proposal
pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985,
c. B-3.  The Proposal, as outlined in the September 7, 2010 Press
Release, is to effect a compromise and arrangement of all claims
against Orbus, other than certain unaffected claims, with a view
to increasing the recovery for all stakeholders while reducing the
risks, costs, delays and possible losses for all creditors that
will otherwise occur.


PLATINUM STUDIOS: Weinberg & Co. Replaces HJ as Accountants
-----------------------------------------------------------
Effective January 21, 2011, Platinum Studios, Inc., confirmed with
its auditors, HJ Associates & Consultants that the firm would no
longer be representing the Company as its accountants.  As of that
date, the Company informed HJ that their services would no longer
be utilized by the Company.

HJ last reported on the Company's financial statements as of
December 31, 2009 and 2008.  The audit reports of HJ on the
Company's financial statements for the fiscal years ending
December 31, 2009 and 2008, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except such
reports were modified to include an explanatory paragraph
describing for a going concern uncertainty.

The change of independent accountants was ratified by the Board of
Directors of the Company on January 21, 2011.

HJ was originally engaged on September 14, 2006.  During the
period from September 14, 2006 to January 21, 2011, there were no
disagreements with HJ on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to HJ s satisfaction, would have
caused the auditor to make reference to the subject matter of the
disagreement in connection with her report.

During the period from September 14, 2006 to January 21, 2011,
there have been no reportable events as defined in Regulation S-K
Item 304(a)(1)(v).

During the period from September 14, 2006 to January 21, 2011, HJ
did advise the Company that the internal controls necessary for
the Company to develop reliable financial statements did contain
significant deficiencies in proper recording of debt obligations,
proper amortization of prepaid expenses and proper recognition of
capital lease transactions and material weaknesses in proper
valuation of equity transactions, proper accrual of salary and
payroll taxes, proper valuation of goodwill, complete recording of
equity transactions and complete recognition of subsidiaries with
the Company s financial information.

During the period from September 14, 2006 to January 21, 2011, HJ
did not advise the Company that any information had come to its
attention which had led it to no longer be able to rely on
management's representation, or that had made HJ unwilling to be
associated with the financial statements prepared by management.

During the period from September 14, 2006 to January 21, 2011, HJ
did not advise the Company that the scope of any audit needed to
be expanded significantly or that more investigation was
necessary.

During the period from September 14, 2006 to January 21, 2011, HJ
did not advise the Company that there was any information which
the accountant concluded would materially impact the fairness and
reliability of either (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements
issued or to be issued covering the fiscal periods subsequent to
the date of the most recent financial statements covered by an
audit report.

The Company has engaged Weinberg & Company, P.A., Certified Public
Accountants as its new independent accountants on January 18,
2011.  Prior to January 18, 2011, the Company had not consulted
with Weinberg regarding:

   (i) the application of accounting principles to a specified
       transaction, either completed or proposed, or the type of
       audit opinion that might be rendered on the Company's
       consolidated financial statements, and no written report or
       oral advice was provided to the Company by Weinberg
       concluding there was an important factor to be considered
       by the Company in reaching a decision as to an accounting,
       auditing or financial reporting issue; or

  (ii) any matter that was either the subject of a disagreement,
       as that term is defined in Item 304(a)(1)(iv) of Regulation
       S-K and the related instructions to Item 304 of Regulation
       S-K, or a reportable event, as that term is defined in Item
       304(a)(1)(iv) of Regulation S-K.

                       About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company's balance sheet as of September 30, 2010, showed
$15.90 million in total assets, $24.48 million in total
liabilities, and a stockholders' deficit of $8.58 million.
Accumulated deficit was $25.80 million at Sept. 30, 2010.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
expressed substantial doubt about Platinum Studios, Inc.'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 which have resulted in
an accumulated deficit.


POMPANO CREEK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pompano Creek Associates, LLC, Debtor
        9957 Meadowlark Road
        Vienna, VA 22182
        Tel: (561) 962-4178

Bankruptcy Case No.: 11-11989

Chapter 11 Petition Date: January 26, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Debtor's Counsel: Loretta Bangor, Esq.
                  LAW OFFICE OF LORETTA BANGOR
                  433 Plaza Real, #275
                  Boca Raton, FL
                  Tel: (561) 962-4178
                  E-mail: loribangor@aol.com

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

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

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

The petition was signed by Wayne Lynn, managing member.


PRIUM SPOKANE: Court Approves Davidson Backman as Counsel
---------------------------------------------------------
Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern
District of Washington approved the application of Prium Spokane
Buildings, L.L.C., to employ Davidson Backman Medeiros PLLC as its
counsel.

Any actual award of compensation to the firm is subject to further
Court order pursuant to Section 330 of the Bankruptcy Code and to
any order establishing procedures for interim compensation and
establishing fee and expense guidelines that may be entered.

Barry W. Davidson, Esq., will lead the engagement.

The firm can be contacted at:

          DAVIDSON BACKMAN MEDEIROS PLLC
          1550 Bank of America Financial Center
          601 West Riverside Avenue
          Spokane, Washington 99201
          Tel: (509) 624-4600
          Fax: (509) 623-1660

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection on December 16, 2010 (Bankr.
E.D. Wash. Case No. 10-06952).  The Debtor estimated its assets
and debts at $10 million to $50 million.


QUANTUM FUEL: Amends Repayment Terms of Bridge Notes
----------------------------------------------------
On January 18, 2011, Quantum Fuel Systems Technologies Worldwide,
Inc. and the holders of $4,045,000 of bridge promissory notes
issued by the Company on October 13, 2010 and October 19, 2010,
entered into an Amendment to Bridge Note Agreement, with an
effective date of January 12, 2011, under which the repayment
terms were amended as follows:

   (i) upon execution and delivery of the Amendment Agreement,
       each Bridge Investor received a cash payment equal to 25%
       of the original principal amount;

  (ii) on or before February 15, 2011, each Bridge Investor will
       receive a cash payment equal to 35% of the original
       principal amount; and

(iii) on or before April 29, 2011, each Bridge Investor will
       receive a cash payment equal to the remaining outstanding
       principal and interest; provided, however, the Bridge
       Investor can elect to receive the final payment in shares
       of the Company's common stock.

If a Bridge Investor elects to receive the final payment in shares
of common stock, then the number of shares such Bridge Investor
will receive is equal to the final payment amount divided by $0.46
(which represents the closing price for a share of the Company's
common stock on the date immediately preceding the Effective
Date).  If the closing price per share on the Final Payment Date
is less than $0.46, then, in addition to the shares, the Bridge
Investor is entitled to receive a cash make-whole payment which,
when added to the value of the shares received, will equal the
remaining outstanding principal and interest.

In consideration for the Bridge Investors' execution of the
Amendment Agreement, the Company issued to the Bridge Investors
common stock purchase warrants entitling the Bridge Investors to
purchase up to an aggregate of 2,638,043 shares of the Company's
common stock at an exercise price of $0.46 per share.  The
Extension Warrants expire after three years.

The Extension Warrants were issued to "accredited investors" in
transactions exempt from registration pursuant to Rule 506 of
Regulation D of the Securities Act and similar exemptions under
applicable state securities laws.  The sale of the securities did
not involve a public offering and was made without general
solicitation or general advertising.  The recipients of the
Extension Warrants have represented that they are accredited
investors, as that term is defined in Regulation D, and that they
have acquired the securities for investment purposes only and not
with a view to or for sale in connection with any distribution
thereof.

As a result of the transactions, an anti-dilution price reset
provision contained in the warrants issued by the Company on
August 19, 2008 was triggered.  The exercise price for the August
2008 Warrants was reset from $2.7309 to $2.701 and the number of
shares subject to the August 2008 Warrants was increased from
19,785,770 to 20,004,990.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.


QUANTUM FUEL: Needs Add'l Funding to Pay Notes After Feb. 15
------------------------------------------------------------
Pursuant to the terms of a Forbearance Agreement signed with its
senior lender, Quantum Fuel Systems Technologies Worldwide, Inc.,
is restricted from using the proceeds from a $5.0 million line of
credit to repay any portion of principal and interest due under
the Bridge Notes.  The Company anticipates that it will have
sufficient unrestricted cash on hand to make the February 15, 2011
installment payment due under the Amendment Agreement, but that it
will need to raise additional capital in order to service the
final payment unless a sufficient number of the Bridge Investors
elect to receive stock and the cash make-whole payment to those
electing to receive stock is not significant.  Further, the
Company will also need to raise capital prior to April 30, 2010 in
order to repay the advances under the $5.0 million line of credit.
If the Company is unable to pay the amounts due under the
Amendment Agreement or the amount due under the $5.0 million line
of credit, then the Company would be in default of those
obligations and the forbearance period under the Forbearance
Agreement with its senior lender will expire.  The Company is in
the process of evaluating its financing alternatives but can
provide no assurances that any proposed financing will be
successful.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.


QUEPASA CORP: Files Form 8-A for 1.9-Mil. Common Shares
-------------------------------------------------------
Quepasa Corporation filed with the Securities and Exchange
Commission on January 19, 2011 a Form 8-A for registration of
certain classes of securities pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934.

As reported in the Troubled Company Reporter, Quepasa has filed a
prospectus to register and allow for the sale by shareholders of
up to 1,753,329 shares of the Company's common stock and 165,000
shares of common stock issuable upon exercise of warrants at $4.50
per share.

The common stock trades on the Over-the-Counter Bulletin Board
under the symbol "QPSA".

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


RADIENT PHARMACEUTICALS: Hudson Bay Drops Suit After Swap
---------------------------------------------------------
On June 11, 2010, Hudson Bay Fund, LP and Hudson Bay Master Fund
Ltd. filed a complaint against Radient Pharmaceuticals Corporation
regarding the Convertible Promissory Notes the Company issued to
them pursuant to a Note and Warrant Purchase Agreement dated April
8, 2010.  On January 21, 2011, the Hudson Bay Entities agreed to
exchange their respective notes for an aggregate of 1,140,357
shares of the Company's common stock pursuant to Section 3(a)(9)
of the Securities Act of 1933, as amended.  As a result of the
exchange, such notes are no longer outstanding, and the Company
and the Hudson Bay Entities accordingly agreed to execute and file
an order dismissing the June 11, 2010 complaint, with prejudice.
The dismissal order will be filed on or prior to January 25, 2011
and the complaint will be so dismissed.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RADIENT PHARMACEUTICALS: Spin-Offs to Address Amex Non-Compliance
-----------------------------------------------------------------
After trading hours, Radient Pharmaceuticals received a notice of
de-listing for non-compliance from the American Stock Exchange.
Company officials and advisors say that the snap-shot analysis
which Exchange regulators used to issue the non-compliance notice
is based on the company's last quarterly filing, made during Q3 of
2010.

Since that time, however, the company has been undergoing a major
financial restructuring make-over, complete with a stream of
positive news items.  Company officials say the listing department
at the Amex has not yet considered the Company's latest financial
data, including Radient's ambitious debt-for-equity swap, improved
sales projections and key plans to spin-off two subsidiary assets
into their own publicly traded firms.

The company is in contact with Amex officials and they expect to
resolve those issues during an in-person hearing which they have
requested.

Details about the notification have provided a glimpse into some
of the issues that the company has been working on behind the
scenes and certain facts about their re-structuring have been
confirmed.

While some analysts have been working from the assumption that the
company would have to issue close to 180 million shares in order
to survive, released figures indicate that the company is on track
to complete their massive debt-to-equity swap with far less
dilution than anticipated -- nearly half as much.

As discussed in reports earlier this month, officials at the
American Stock Exchange only approved the ambitious debt swap
after careful review and assurances from company officials that
Radient shares would continue to meet minimum listing
requirements.

Company management seeks to present Exchange officials and
investors data that the stock has been reinforced by their
approvals and that Radient has emerged as a more secure company
with no debt, additional revenue streams, and stronger equity
positions.

Previous filings, public disclosures and news help shed light on
Radient's plans and it appears that several significant events
will come into play for the stock which could continue to add
significantly more equity value than is required for listing on
the Exchange.  In addition, those values are expected to drive
share prices higher.

The company has previously announced that it will spin-off two of
its non-core businesses into their own publicly traded vehicles
while maintaining a strong ownership position in those businesses.
Those two spin-offs are significant because they should provide
shareholders with an estimated $60-$70 million in additional
equity straightaway and perhaps more in the future.

Immediately on the horizon is the spin-off of wholly-owned
subsidiary NuVax Therapeutics, which some feel has the potential
to become a significant player in the immunotherapy space on its
own merits.  Radient has publicly said that it plans to leverage
their own experience in product development, regulatory approvals,
and manufacturing to fully commercialize NuVax therapies as
rapidly as possible, but given the compelling quality of clinical
data and leadership -- not to mention previous experience and
resumes of the individuals who will invest and guide the NuVax
vehicle -- the company should attract attention and a higher
valuation the moment it starts trading on its own.

Some patients who have been treated with the NuVax pancreatic
cancer vaccine have during mid-stage clinical trials have seen the
cancer stay away for 4 years and counting.  Proving those types of
results in late stage trials could be a significant, yet
unprecedented achievement.  In 2001, RPC acquired the proprietary
cancer vaccine and, as evidenced by Tuesday's (January 25th) press
release, the company signed an exclusive license agreement for the
use and commercialization of four additional innovative and
patented immune-gene therapy tools and systems developed by the
same scientist. [See related news release at:
http://alturl.com/4b8ej]

Detecting the cancer early using their own diagnostics tests and
then aiming to treat it with the ground-breaking technologies
proposed by the newly formed NuVax Therapeutics subsidiary --
which will also carry out human phase II clinical trials -- is a
bullish proposition which may attract speculators looking to
invest in first inline therapies for largely unmet medical needs.
[See related news release at: http://alturl.com/nth48]

Another imminent event that will bring more equity is the
previously announced spin-off of Radient's China-based subsidiary
Jade Pharmaceuticals (JPI).  In Mid-December, a company announced
letter of intent set the table for a transaction that would
combine the strengths of JPI and a privately-held pharmaceutical
manufacturing company -- Shanxi BaoTai Pharmaceutical Ltd.
(BaoTai).  The plan is to merge the two highly successful Chinese
pharmaceutical companies into a single formidable enterprise which
should be spun-off into its own publicly traded vehicle.
Investors note that Jade produced approximately $27 million in
revenue last year and has projected $35 million in revenue with
approximately $10 million of that expected as earnings this year.

Some finance experts on Wall Street put a $70+ million value on
the activities that have nothing to do with Radient's main
operating business.  A recent statement made by Douglas MacLellan,
the CEO of Radient Pharmaceuticals, appears to bolster those
estimates: "I want to make sure that everyone takes a close look
at our December press releases on the spin-off of our Chinese
subsidiary JPI (iThera) and our CIT technology CIT (NuVax). This
is something that the media has not really focused a great deal of
attention on so far, but we anticipate that these two key
transactions could bring as much as $80 million in additional
value to the RPC shareholders in 2011."

Observers expect news of these spin-offs shortly, but a third
event may prove to be just as significant to the future of
Radient, especially as it relates to recent reports and rumors
that the company has been attracting the attention of potential
partners for their In Vitro Diagnostic (IVD) cancer tests.

BioMedReports has confirmed that several publicly traded companies
are interested in helping to commercialize those early cancer
detection technologies in the U.S. Previously disclosed news that
Radient has signed an agreement to acquire the privately held
Provista Diagnostics comes into play as a key component in that
development.  As such, Radient has been actively preparing to
raise the capital and/or make the necessary transactions to
complete that acquisition, but they have been careful not to make
any moves that would further dilute or hurt shareholder value
during such a transaction.

Provista Diagnostics is the exclusive U.S. provider of several
breakthrough tests including a blood test to aid in the early
detection of Alzheimer's disease, the only FDA cleared smell test,
an early detection of breast cancer, lung cancer, as well as tests
for the early detection of women's reproductive cancers. The well
planned and executed acquisition is expected shortly and would
bolster Radient's value in the open market.  In fact, it would
help Radient capture significantly more revenues and increase
financial projections given that under previous agreements with
Provista, Radient was only set to capture a small percentage of
the profits being generated from sales of RPC Reagent/Antibodies
used in Provista's tests.  Prior to the drop caused by the de-
listing notification, the stock had managed to continue trading at
healthier levels despite absorbing most of the newly issued
shares. Radient Pharmaceuticals' fight to keep their AMEX listing
could offer upside to traders and potential for higher prices to
come in the days ahead. Positive news flow and announcements from
the company will continue in the short term given the important
pending catalysts.  Coupled with more positive equity, new cash
reserves and acquisitions, the stock could be in position to gain
significant traction once the market digests the new balance
sheets.

                 About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RAY ANTHONY: Seeks Exclusivity Extension to Continue Lender Talks
-----------------------------------------------------------------
Ray Anthony International, LLC, asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to extend by 60 days the
deadlines in which it has the exclusive right to file a plan and
to solicit acceptances of the plan.

The Exclusive Plan Filing Period was set to expire January 13,
2011, and the Exclusive Solicitation Period expires March 14,
2011.

The Debtor is currently engaged in a process of negotiations with
various secured creditors and other parties-in-interest regarding
a reduction of the Debtor's equipment holdings and, consequently,
its debt obligations, according to Robert O. Lampl, Esq., in
Pittsburgh, Pennsylvania.

Any plan submitted before the conclusion of the negotiations would
be speculative, Mr. Lampl says.  The Debtor anticipates that it
will conclude the negotiations within the 60-day extension.  The
requested extension will allow the Debtor to file a non-
speculative and largely consensual plan, he tells the Court.

                  About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection on September 15, 2010
(Bankr. W.D. Pa. Case No. 10-26576).  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on September 14,
2010.


REAL ESTATE ASSOCIATES: S. Cordes Replaced by J. McGrath as "CEO"
-----------------------------------------------------------------
Real Estate Associates Limited VII announced that effective
January 18, 2011, Steven D. Cordes will no longer serve as the
equivalent of the chief executive officer of the Partnership.  To
fill this vacancy, the sole stockholder of the corporate general
partner of the Partnership has appointed John McGrath.  Effective
January 18, 2011, Mr. McGrath will serve as a Senior Vice
President of the corporate general partner of the Partnership and
the equivalent of the chief executive officer of the Partnership.
Mr. McGrath was appointed Senior Vice President of Apartment
Investment and Management Company in January 2010, with
responsibility for Aimco's third party asset management and fund
management businesses.  Mr. McGrath joined Aimco in 2005 as a Vice
President of Finance.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The principal business of the Partnership is to invest, directly
or indirectly, in other limited partnerships which own or lease
and operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.


Real Estate Associates reported a net loss of $215,000 on zero
revenue for the three months ended Sept. 30, 2010, compared with a
net loss of $225,000 on zero revenue for the same period a year
ago.

Real Estate's balance sheet at Sept. 30, 2010, showed
$1.62 million in total assets, $20.62 in total liabilities, and a
stockholders' deficit of $19.00 million.


REALOGY CORP: Expects to Report $4.1-Bil. Net Revenues for 2010
---------------------------------------------------------------
The management of Realogy Corporation estimates net revenues for
the year ended December 31, 2010 will total approximately
$4.1 billion, representing an increase of $158 million, or 4%, for
the year ended December 31, 2010, compared with the year ended
December 31, 2009.  This increase is principally due to an
increase in the average price of homes sold and the impact of the
Primacy acquisition.  Management estimates EBITDA for the year
ended December 31, 2010 will be approximately $835 million and
EBITDA before restructuring and other items will be approximately
$534 million.  The estimated net loss attributable to Realogy for
the year ended December 31, 2010 will be approximately $99
million.  Under the senior secured credit facility, the senior
secured leverage ratio of total senior secured net debt to
trailing 12-month Adjusted EBITDA was limited to a maximum of 5.0
to 1 at December 31, 2010.  Although the Company has not yet
certified, and is not yet required to certify, its compliance with
the covenants under the senior secured credit facility, based
solely upon the preliminary 2010 financial results, and subject to
the limitations of the preliminary 2010 financial results,
management believes the Company will be in compliance with the
senior secured leverage ratio covenant at December 31, 2010.  The
Company expects its capital expenditures to be approximately $50
million.

The preliminary 2010 financial results presented have not yet been
finalized by management.  When the Company's actual 2010 financial
results are finalized, they will include any adjustments
necessary, in the opinion of management, for a fair presentation
of such information.  Realogy's actual 2010 financial results
could vary materially from those included herein.

The preliminary financial data has been prepared by and is the
sole responsibility of Realogy's management.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled or
performed any procedures with respect to the accompanying
preliminary financial data.  Accordingly, PricewaterhouseCoopers
LLP does not express an opinion or any form of assurance with
respect thereto.

            Amendment to Senior Secured Credit Facility

On January 18, 2011, the Company commenced a solicitation among
its lenders seeking amendments to the Company's senior secured
credit facility to, among other things:

   (i) extend the maturity of certain of the Company's first lien
       term loans held by accepting lenders to October 10, 2016
       and increase the interest rate with respect to the Extended
       Term B Loans;

  (ii) extend the maturity of all or a portion of the loans and
       commitments under the Company's revolving credit facility
       held by accepting lenders to April 10, 2016, increase the
       interest rate with respect to the Extended Revolving Loans,
       and convert 16.67% of the Extended Revolving Loans of
       certain affiliates of the initial purchasers, and 27.5% of
       the Extended Revolving Loans of all other lenders, to
       Extended B Term Loans;

(iii) extend the maturity of all or a portion of the commitments
       under the Company's synthetic letter of credit facility
       held by accepting lenders to October 10, 2016 and increase
       the rate for participation fees payable with respect to the
       Synthetic LC Commitments;

  (iv) allow for the issuance of the proposed secured financing,
       the gross proceeds of which will be applied toward the
       prepayment of $700 million of the outstanding Extended Term
       B Loans;

   (v) allow for one or more future issuances of additional senior
       secured notes or loans to be secured on either a pari passu
       basis with, or junior to, the Company's first lien
       obligations under the senior secured credit facility or on
       a pari passu basis with, or junior to, the Company's second
       lien obligations under the senior secured credit facility;
       and

  (vi) provide that the proposed secured financing will not,
       subject to certain exceptions, constitute senior secured
       debt for purposes of calculating the senior secured
       leverage ratio under the Company's senior secured credit
       facility.

The interest rate with respect to the Extended Term B Loans will
be based on, at the Company's option, (a) adjusted LIBOR plus
4.25% or (b) the higher of the Federal Funds Effective Rate plus
0.5% and JPMorgan Chase Bank, N.A.'s prime rate plus 3.25%.  The
interest rate with respect to the Extended Revolving Loans will be
based on, at the Company's option, (a) adjusted LIBOR plus 3.25%
or (b) ABR plus 2.25%.  The participation fee with respect to the
Extended Synthetic LC Commitments will be 4.25%.  The Senior
Credit Facility Amendment is subject to lender consent and other
conditions, including the closing of the proposed secured
financing, and may not occur as described or at all.

After giving effect to the Refinancing Transactions, the Company's
total debt level will increase as a result of the conversion of a
portion of the Company's revolving credit facility capacity held
by accepting lenders to Extended B Term Loans to provide
additional cash on the Company's balance sheet.

After giving effect to the Refinancing Transactions, the Company
estimates that its annual cash interest would be approximately
$625 million assuming current LIBOR rates and outstanding debt
balances on a "Pro Forma, as Adjusted basis, as of September 30,
2010".

The Company's senior secured credit facility contains restrictive
covenants, including a requirement that it maintains a specified
senior secured leverage ratio, which is defined as the ratio of
the Company's total senior secured debt to trailing 12-month
Adjusted EBITDA.  Specifically measured at the last day of each
quarter, the Company's senior secured leverage ratio may not
exceed 4.75 to 1.0 for the fiscal quarter ending March 31, 2011
and for each fiscal quarter thereafter.  Total senior secured
debt, for purposes of this ratio, does not include the Second Lien
Loans, other bank indebtedness not secured by a first lien on the
Company's assets, securitization obligations or the Unsecured
Notes.  Although indebtedness supported by letters of credit
issued under the Company's senior secured credit facility is not
currently secured indebtedness, if any funds are drawn down from
these letters of credit and not reimbursed by the Company, the
amount of such draw down would become indebtedness secured by a
first lien on the Company's assets and would be included when
determining total senior secured debt.  The Company intends for
the definition of senior secured debt to be amended in the Senior
Credit Facility Amendment to exclude the proposed secured
financing from such definition for most purposes under the credit
agreements, including the senior secured leverage ratio
maintenance ratio thereunder.

For the twelve months ending September 30, 2010, the Company was
in compliance with the senior secured leverage ratio maintenance
covenant with a ratio of 4.57 to 1.0.  The senior secured leverage
ratio maintenance covenant in the Company's senior secured credit
facility steps down to 4.75 to 1.0 at March 31, 2011.  The
Company's continued compliance with that covenant will require it
to consummate the proposed secured financing or to complete an
alternative refinancing or restructuring of its senior debt or to
receive an equity cure.   The Company believes that based upon the
consummation of the Refinancing Transactions and its financial
forecast for 2011, it will be able to remain in compliance with
the covenant for at least the next 12 months.  As of September 30,
2010, after giving effect to the Refinancing Transactions, the
Company's senior secured leverage ratio would have been 3.46 to
1.0.  Notwithstanding the anticipated reduction in the Company's
senior secured debt for purposes of calculating the senior secured
leverage ratio, a delayed or weak housing recovery may materially
adversely affect the Company's ability to maintain compliance with
its senior secured leverage ratio given its highly leveraged
capital structure.

                        About Realogy Corp.

Realogy Corporation -- http://www.realogy.com/-- a global
provider of real estate and relocation services with a diversified
business model that includes real estate franchising, brokerage,
relocation and title services.  Realogy's world-renowned brands
and business units include Better Homes and Gardens Real Estate,
CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The
Corcoran Group, ERA, Sotheby's International Realty, NRT LLC,
Cartus and Title Resource Group.  Collectively, Realogy's
franchise systems have around 15,000 offices and 270,000 sales
associates doing business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$8.16 billion in total assets, $9.14 billion in total liabilities,
and a deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  The rating remains on CreditWatch
with positive implications.  S&P said in January 2011 that the
CreditWatch listing reflects S&P's expectation that Realogy's
liquidity profile would be improved upon the closing of the
proposed issuance of $700 million notes to prepay existing first-
lien debt.

Realogy has 'Caa2' corporate rating, with positive outlook, from
Moody's.  Moody's said in January 2011 that the Caa2 Corporate
Family Rating and Caa3 Probability of Default Rating reflects very
high leverage, negative free cash flow and uncertainty regarding
the timing and strength of a recovery of the residential housing
market in the US.


REALOGY CORP: To Issue $700-Mil. Notes to Prepay Existing Notes
---------------------------------------------------------------
Realogy Corporation announced that it is proposing to issue
approximately $700 million aggregate principal amount of senior
secured notes due 2019 in a private offering that is exempt from
the registration requirements of the Securities Act of 1933, as
amended.  The Notes will be guaranteed on a senior secured basis
by Domus Intermediate Holdings Corp., the Company's parent, and
each domestic subsidiary of the Company that is a guarantor under
its senior secured credit facility.  The Notes will also be
guaranteed by Domus Holdings Corp., the Company's indirect parent,
on an unsecured senior subordinated basis.  The Notes will be
secured by substantially the same collateral as the Company's
existing first lien obligations under its senior secured credit
facility, but the priority of the collateral liens securing the
Notes will be (i) junior to the collateral liens securing the
Company's first lien obligations under its senior secured credit
facility and (ii) senior to the collateral liens securing the
Company's second lien obligations under its senior secured credit
facility.

The Notes will not be registered under the Securities or any state
securities law and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
under the Securities Act and applicable state securities laws.
The Notes will be offered in the United States only to qualified
institutional buyers under Rule 144A of the Securities Act and
outside the United States under Regulation S of the Securities
Act.

The Company intends to use the net proceeds from the offering of
the Notes, along with cash on hand, to prepay $700 million of
certain of its first lien term loan borrowings under its senior
secured credit facility.  The proposed offering of the Notes is
subject to market and other conditions, including a proposed
amendment to the Company's senior secured credit facility, and may
not occur as described or at all.

                        About Realogy Corp.

Realogy Corporation -- http://www.realogy.com/-- a global
provider of real estate and relocation services with a diversified
business model that includes real estate franchising, brokerage,
relocation and title services.  Realogy's world-renowned brands
and business units include Better Homes and Gardens Real Estate,
CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The
Corcoran Group, ERA, Sotheby's International Realty, NRT LLC,
Cartus and Title Resource Group.  Collectively, Realogy's
franchise systems have around 15,000 offices and 270,000 sales
associates doing business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$8.16 billion in total assets, $9.14 billion in total liabilities,
and a deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  The rating remains on CreditWatch
with positive implications.  S&P said in January 2011 that the
CreditWatch listing reflects S&P's expectation that Realogy's
liquidity profile would be improved upon the closing of the
proposed issuance of $700 million notes to prepay existing first-
lien debt.

Realogy has 'Caa2' corporate rating, with positive outlook, from
Moody's.  Moody's said in January 2011 that the Caa2 Corporate
Family Rating and Caa3 Probability of Default Rating reflect very
high leverage, negative free cash flow and uncertainty regarding
the timing and strength of a recovery of the residential housing
market in the US.


REFCO INC: RCM Plan Administrator Makes 10th Interim Distribution
-----------------------------------------------------------------
The Plan Administrator of Refco Capital Markets, Ltd., made a
tenth interim distribution of Additional Property on December 29,
2010, aggregating $36.17 million, including Additional Property of
$35.30 million received since the last interim distribution.

The RCM Plan Administrator previously made nine interim
distributions from Additional Property and seven interim
distributions from Assets in Place.  In sum, the seven interim
distributions from Assets in Place, including catch-up payments
since the last distribution notice, aggregate to recoveries of
approximately $2.19 billion or 77.35% to holders of Allowed RCM
Securities Customer Claims and $218.14 million or 23.91% to
holders of Allowed RCM/FX Unsecured Claims.  The ninth interim
distributions from Additional Property, including catch-up
payments since the last distribution notice, resulted in
recoveries of approximately $471.59 million or 17.55% to holder
of Allowed RCM Securities Customer Claims and approximately
$271.88 million or 30.0% to holders of Allowed RCM/FX Unsecured
Claims.  In each case, appropriate amounts were placed into
reserves on account of Disputed Claims.

Steven Wilamowsky, Esq., at Bingham McCutchen LLP, in New York,
relates that as a result of new Additional Property and the
resolution of Disputed Claims, the RCM Plan Administrator intends
to:

(a) distribute approximately $1.55 million from Assets in Place
     to holders of Allowed RCM FX Unsecured Claims, a list of
     which is available for free at:

http://bankrupt.com/misc/Refco_10thDist_AssetInPlace_RCMUnsecClms.
pdf

(b) distribute approximately $16.72 million from Additional
     Property to holders of Allowed RCM Securities Customer
     claims, a list of which is available for free at:

http://bankrupt.com/misc/Refco_10thDist_AddlProp_RCMSecCustClms.pd
f

(c) distribute approximately $19.45 million from Additional
     Property to holders of Allowed RCM/FX Unsecured Claims, a
     list of which is available for free at:

http://bankrupt.com/misc/Refco_10thDist_AddlProp_RCMUnsecClms.pdf

The RCM Plan Administrator also relates that it is holding certain
unclaimed and undeliverable Distributions for each Distribution
through the 10th AP Distribution in the aggregate amount of
$303,157.  A list of the claim Holders and amounts of
attempted Distributions are available for free at:

http://bankrupt.com/misc/Refco_10thDist_UndelivrableDistrbutns.pdf

A statement of the amounts of Additional Property proposed to be
distributed and amounts proposed to be placed into reserves is
available for free at:

http://bankrupt.com/misc/Refco_10thDist_AddlProp_DistrbutionPropos
al.pdf

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Togut Wants to Dispose of Remaining Records
------------------------------------------------------
Albert Togut, solely as the Chapter 7 trustee for the estate of
Refco, LLC, asks Judge Robert Drain of the U.S. Bankruptcy Court
for the Southern District of New York to enter an order to dispose
of approximately 15,500 remaining boxes of historical records
maintained in storage.

Pursuant to previous orders of the Court entered in 2008 and 2009,
the LLC Trustee has already disposed of approximately 128,000
boxes of stored records, Scott E. Ratner, Esq., at
Togut, Segal & Segal LLP, in New York, relates.

In addition to the remaining Stored Records, there are several
thousand boxes believed to contain mostly corporate and personnel
files pertaining to Refco LLC and other affiliated Refco entities
that remain in warehouses.  Those Miscellaneous Records are not
being destroyed at this time, Mr. Ratner notes.  Rather, the
Refco Plan Administrator will assume responsibility for the
continued retention and ultimate destruction of the Miscellaneous
Records in accordance with the terms of the Court's Order dated
December 18, 2009, entered in Refco LLC's case.

Based on box descriptions and storage dates, most of the Stored
Records date back more than five years and are now no longer
required to be maintained under regulations and rules promulgated
by the Commodity Futures Trading Commission and other applicable
Law, Mr. Ratner cites.  The records that are not older than five
years are the type of records that are not required to be
maintained under applicable laws and regulations, he notes.  These
records also do not appear to be relevant to any ongoing
investigation or litigation involving claims by or against Refco
LLC's estate.

The LLC Trustee asserts that continuing to maintain the Stored
Records is burdensome because the Stored Records are no longer
necessary for the administration of Refco LLC's estate and thus
seeks to dispose of the Stored Records.

As to the Miscellaneous Records, the LLC Trustee seeks authority
to transfer possession and responsibility for those documents to
the Plan Administrator in accordance with the Court's prior Order
dated December 18, 2009.

The thousands of boxes that remain part of the Chapter 7 Debtor's
estate contain records belonging to Refco LLC, as well as other
Refco entities, were stored in various off-site facilities,
primarily in Chicago, Illinois and New York.  The vast majority of
the records are records of Refco LLC or predecessor FCMs acquired
by Refco LLC.

The LLC Trustee has submitted a list of the boxes of Stored
Records to the CFTC, the Office of the United States Attorney for
the Southern District of New York, and the United States Trustee,
and none of those governmental entities have objected to the
destruction of the Stored Records at this time, Mr. Ratner adds.

Judge Drain will consider the Disposal Motion on March 9, 2011, at
10:00 a.m.  Any response must be made in writing and must state
any objection with particularity no later than March 4.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Togut Wins Order Expunging Fimat Claim
-------------------------------------------------
Albert Togut, solely as the Chapter 7 Trustee for the estate of
Refco LLC, sought and obtained an order from the U.S. Bankruptcy
Court expunging Claim No. 566 filed by Fimat International Banque
(UK).

The Trustee, after consultation with his professionals, has
determined that Claim No. 566 asserts liabilities that are not
reflected as being owed in the Chapter 7 Debtor's books and
records.  Even after review and analysis of the documents provided
in support of the Claim, the Trustee and his professionals were
unable to determine the exact nature of the relationship between
the Chapter 7 Debtor and Fimat.

The speadsheets attached to the Claim appear to consist of Fimat's
own internal accounting records and, despite being provided an
opportunity to do so, the legal successor-in-interest to Fimat is
unable to provide any information about the Claim and, instead,
believes it may have been already addressed as part of the Chapter
11 Cases of the other Refco entities, according to Frederick G.
Kraegel, a senior director of the Trustee's financial advisor
Bridge Associates LLC.

                       About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


ROVI CORP: Moody's Rates Proposed $600-Mil. Credit at 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 Corporate Family
Rating Rovi Corporation, and Ba1 ratings to the Company's
$600 million of proposed credit facilities consisting of two
tranches of term loans with 5 and 7 year maturities.  Rovi's two
wholly-owned subsidiaries, Rovi Solutions Corporation and Rovi
Guides, Inc., are expected to be co-borrowers under the proposed
credit facilities which will be guaranteed by Rovi Corporation.
The proceeds from the term loan offering will be used for general
corporate purposes.  Separately, Rovi expects to complete the
purchase of Sonic Solutions for approximately $764 million in cash
and stock during the first quarter of 2011.  As part of the rating
action, Moody's also assigned an SGL-1 short-term rating to the
Company.  The outlook for ratings is stable.

Moody's assigned the following ratings:

Issuer: Rovi Corporation

  -- Corporate Family Rating -- Ba2
  -- Probability of Default Rating -- Ba2
  -- Senior Secured Bank Credit Facilities (Rovi Solutions
     Corporation and Rovi Guides, Inc., as co-borrowers) -- Ba1,
     LGD2, 28 %
  -- Outlook -- Stable
  -- Speculative Grade Liquidity -- SGL-1

The Ba2 CFR reflects the strong market position of Rovi's
interactive program guides offerings underpinned by its broad
portfolio of patents and the Company's large recurring revenues
generated from licensing of IPG patents and copy protection
technologies.  Rovi's high EBITDA margins coupled with good
EBITDA-to-free cash flow conversion enable the Company to generate
strong free cash flows.  The rating is supported by management's
commitment to reduce debt-to-EBITDA leverage to less than 3.0x
within a year after the close of Sonic acquisition, Rovi's very
good liquidity, and successful business execution in shifting the
Company's focus from a mature analog copy protection market to a
rapidly growing market for digital media technology solutions.
The rating benefits from favorable end-market trends, including an
expanding customer base of digital TV subscribers resulting from
analog-to-digital TV conversion, and the growth in Internet-
enabled media devices on which search and discovery features could
enhance viewers' experiences and add-on services could be
provided.  Moody's believes that Rovi is favorably positioned to
grow revenues leveraging its portfolio of intellectual property
and a combination of products in guidance, metadata and content
security.

However, the rating is constrained by Rovi's moderate scale and
debt-to-EBITDA leverage, and the potential for acquisitions, which
Moody's believes will remain an integral part of the Company'
strategy to expand its technology and product portfolio.  The
rating also considers Rovi's eventual challenges to maintain a
commercially relevant patent portfolio as important patents
expire.  Additionally, in Moody's opinion, rapidly evolving
technology and business models for distribution of content will
provide both new opportunities and a broad set of competitive
challenges.  Moody's believes that as Rovi pursues significant
advertising revenue opportunities, its business risk could
increase with growing exposure to a deeply cyclical and intensely
competitive market for advertising display.  Currently Rovi's key
competitors include its customers who develop their own guide
product by licensing Rovi's intellectual property, as well as
other guide product providers.  Rovi could face growing challenges
in the long term from its customers who may develop their own user
interfaces by designing around Rovi's patents in order to capture
a larger share of advertising revenues.

The stable rating outlook incorporates Moody's expectation that
Rovi's leverage would decline to less than 3.0x by mid-2012,
driven by strong organic revenue and EBITDA growth, and debt
reduction.  Moody's expects the Company's share repurchases and
acquisition strategies to remain consistent with its management's
commitment to maintain a solid liquidity profile and a moderately
levered balance sheet.

Moody's assigned a Ba1 rating with a loss-given default assessment
of LGD2 to Rovi's proposed senior secured credit facilities
reflecting the lenders' first priority security interest in the
collateral pool and realization proceeds, and the presence of a
meaningful layer of effectively junior debt comprised of senior
convertible notes in the capital structure.

The SGL-1 liquidity rating mainly considers Rovi's strong cash
balances, including domestically held cash, the expectations of
strong free cash flow generation over the next 12-to-18 months,
and modest levels of scheduled debt repayment requirements over
this period.  The Company principally relies on its cash and cash
flow generation for liquidity requirements and does not presently
maintain a revolving credit facility.

Moody's could raise Rovi's outlook or ratings if the Company's
operating performance remains strong and management commits to
maintaining a more conservative and stable fiscal policy.
Specifically, Rovi's ratings could be raised if the Company
sustains debt-to-EBITDA leverage of less than 2.0x, while
continuing to pursue revenue growth opportunities to keep pace
with the rapidly changing industry, without dramatic impact on the
Company's credit profile.

Rovi's ratings could be downgraded if the Company's debt-to-
EBITDA leverage remains above 3.0x by mid-2012.  In addition,
a deterioration of Rovi's liquidity, which is mainly comprised
of cash balance and free cash flows, could trigger a rating
downgrade.  Downward rating pressure could also develop if the
Company's market position is undermined as a result of declining
commercial relevance of its patents, if competitors successfully
challenge Rovi's intellectual property rights, or if the Company
loses a key service provider or CE manufacturer relationship,
which results in material revenue losses.

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

Headquartered in Santa Clara, California, Rovi Corporation
provides integration solutions for digital media entertainment,
primarily to service providers and consumer electronics
manufacturers.  The Company has a broad patent portfolio spanning
display of and interaction with TV program guides and video copy
protection technology.  Rovi reported revenues of $542 million in
the LTM 3Q 2010 period.


ROVI CORP: S&P Puts 'BB+' Rating on New $300MM Term Loans
---------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the new
$600 million secured first-lien term loans of Santa Clara, Calif.-
based Rovi Corporation.  The term loans consist of a $300 million
term loan A due 2016 and a $300 million term loan B due 2018.  S&P
assigned the new first-lien loans an issue-level rating of 'BB+'
(two notches higher than S&P's 'BB-' corporate credit rating on
the Company).  The recovery rating on the first-lien loans is '1',
indicating S&P's expectation of very high (90%-100%) recovery for
lenders in the event of a payment default.

Proceeds from the offering will be used to bolster Rovi's
liquidity after its acquisition of Sonic Solutions Inc. for
$764 million in a combination of stock and cash.  Rovi does not
and will not have a revolving credit facility.  Liquidity is
provided by cash and cash equivalents, and discretionary cash
flow.  Pro forma cash and cash equivalents as of Sept. 30, 2011,
are close to $800 million.

The corporate credit rating on Rovi is 'BB-' and the rating
outlook is stable.  The rating reflects S&P's assessment of the
Company's financial risk as significant, as per S&P's criteria.
Still, S&P believes Rovi's strong operating performance will
continue and that its new product rollout will improve its
competitive position.  The acquisition of Sonic, with its RoxioNow
product, has the potential to open up another significant revenue
stream for the Company.

Ratings List

Rovi Corporation
Corporate Credit Rating         BB-/Stable/--

New Rating

Rovi Corporation
$300M term loan A due 2016      BB+
   Recovery Rating               1
$300M term loan B due 2018      BB+
   Recovery Rating               1



RW LOUISVILLE: Court Sets February 1 as General Bar Date
--------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the
Western District of Kentucky, Louisville Division, granted the
request of RW Louisville Hotel Associates, LLC, to fix the time
within which proofs of claim must be filed.  The Court set
February 1, 2011 as the General Bar Date for creditors to file a
proof of claim.

Any entity whose claim arises from the Court-approved rejection of
an executory contract or unexpired lease in accordance with
Section 365 of the Bankruptcy Code must file a proof of claim on
or before the later of (i) the General Bar Date or (ii) 20 days
after the entry of the order approving the Debtor's rejection of
the applicable contract or lease -- Rejection Bar Date.

If, after the Bar Date Notice is mailed, the Debtor amends its
Schedules to (a) add claims; (b) supplement or change the
information listed for entities holding claims; or (c) change the
amount, liability, nature or classification of any claim,
including the designation of any claim as disputed, contingent or
unliquidated, then the affected claimant must file a proof of
claim or amend any previously filed proof of claim regarding the
amended scheduled claim on or before the later of (i) the General
Bar Date, or (ii) 20 days after the date that notice of the
applicable amendment to the Schedules is served on the claimant
-- Amended Schedule Bar Date.

Any entity holding an administrative claim against the Estate must
file a proof of claim by the later of (i) the General Bar Date or
(ii) 20 days after the claim arises -- Administrative Claims Bar
Date.

Any governmental unit holding a claim against the Debtor must file
a proof of claim on or before April 6, 2011 -- Governmental Claims
Bar Date.

Any person asserting a counterclaim against the Debtor or a claim
for set-off, recoupment, reimbursement or the like, will file and
serve upon the Debtor's counsel a proof of claim on or before the
General Bar Date.

Any person asserting a prepetition claim against the Debtor, whose
claim is shown in the correct amount on the Debtor's Schedules,
and which is not listed as disputed, contingent or unliquidated,
is not required to file a proof of claim.

The Debtor reserves the right to dispute any claim or to assert
off-sets, counterclaims, recoupment claims, defenses or claims for
subordination against any claim.  The Debtor also reserves the
right to subsequently designate any listed claim as disputed,
contingent or unliquidated.

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection on October 8, 2010
(Bankr. W.D. Ky. Case No. 10-35356).  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


RW LOUISVILLE: Seeks 28-Day Extension of Exclusive Periods
----------------------------------------------------------
RW Louisville Hotel Associates, LLC, asks the U.S. Bankruptcy
Court for the Western District of Kentucky, Louisville Division,
for a 28-day extension of the periods in which it has the
exclusive right to (i) file a plan of reorganization through and
including March 7, 2011, and (ii) obtain acceptances to the plan
through and including May 4, 2011.

The Debtor's current Exclusive Filing Period expires February 7,
2011, and the current Exclusive Solicitation Period expires
April 6, 2011.

Emily L. Pagorski, Esq., at Stoll Keenon Ogden PLLC, in
Louisville, Kentucky, tells the Court that the Debtor is in the
process of formulating a plan.  The Debtor continues to reconcile
its financial records and formulate the framework of a plan.  The
Debtor, however, anticipates needing additional time to finalize a
plan and disclosure statement, she says.

The requested extension will afford the Debtor an opportunity to
develop a plan consistent with its financial abilities, according
to Ms. Pagorski.  She notes that the Noteholder has consented to
the requested extension pursuant to the Final Agreed Order
Authorizing the Debtor's Use of Postpetition Cash.  She assures
the Court that the requested extension will not prejudice any
party-in-interest.

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection on October 8, 2010
(Bankr. W.D. Ky. Case No. 10-35356).  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., at Stoll Keenon Ogden PLLC, assist RW
Louisville in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SALINAS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, informed the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, that she has been unable to appoint a committee of
creditors holding unsecured claims pursuant to Section 1102(a)(1)
of the Bankruptcy Code in the case of Salinas Investments.

The U.S. Trustee has attempted to solicit creditors interested in
serving on the Creditors' Committee from the 20 largest unsecured
creditors.  In particular, the U.S. Trustee has been unable to
solicit sufficient interest in serving on the Committee.

San Antonio, Texas-based Salinas Investments, Ltd., filed for
Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex.
Case No. 10-52525).  William B. Kingman, Esq., who has an office
in San Antonio, Texas, assists the Debtor in its restructuring
effort.  The Company disclosed $17,561,043 in assets and
$4,269,961 in liabilities.


SANSWIRE CORP: Thomas Seifert Resigns from Board of Directors
-------------------------------------------------------------
Sanswire Corp. disclosed in a regulatory filing that Thomas
Seifert resigned as a member of the Board of Directors on
January 19, 2011, for personal reasons.

                        About Sanswire Corp.

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

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

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


SCITOR CORP: S&P Gives 'B' Rating on Proposed Credit Facility
-------------------------------------------------------------
Standard & Poor's Rating Services assigned S&P's 'B' corporate
credit rating with a stable outlook to Herndon, Va.-based Scitor
Corp.  At the same time, S&P also assigned S&P's 'B' issue-level
rating and '3' recovery rating to its proposed first-lien senior
secured revolving credit facility and term loan B.  The '3'
recovery rating indicates S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.

"Scitor's rating reflects its highly leveraged financial profile,
significant customer concentration, and small scale relative to
its peers," said Standard & Poor's credit analyst Alfred
Bonfantini, "but also acknowledges the Company's entrenched
position within its customer base, which has resulted in moderate
but consistent historical growth and stable cash flows."

Scitor is a smaller, niche player in the systems engineering and
technical assistance (SETA) government contracting market.  The
Company primarily focuses on providing its services to federal
agencies in the U.S. intelligence community, with a small presence
at the Department of Defense.  It is not engaged in the building
of any defense systems and therefore is not constrained by
organizational conflicts of interest (OCI).


SEA OATS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Sea Oats Investment Group, LLC
        P.O. Box 4310
        Emerald Isle, NC 28594

Bankruptcy Case No.: 11-00522

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $1,691,832

Scheduled Debts: $2,748,975

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-00522.pdf

The petition was signed by David K. Barefield, member/manager.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Crystal Coast Land Investors, LLC      10-06859   08/26/10
James E. Wallace, Jr.                  10-09677   11/23/10


SEDGWICK CLAIM: S&P Affirms 'B+' Counterparty Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sedgwick
Claims Management Services Inc. to positive from stable.

Standard & Poor's also said that it affirmed all of its ratings on
the Company, including the 'B+' counterparty credit rating.

The ratings are based on the Company's strong market position as
the leading third-party administrator (TPA) of claims-management
systems, its consistent top-line growth, and its seasoned, well-
regarded management team.

"With the acquisition of Specialty Risk Services LLC (SRS) from
Hartford Financial Services Group Inc., the combined operation
should realize meaningful cost synergies and enjoy potential
revenue growth through cross-selling opportunities," noted
Standard & Poor's credit analyst Robert E. Green.  "It will also
benefit combined operations in terms of a broader and more
diversified customer base."

Offsetting those positive factors, the Company makes use of
substantial debt leverage and has large amounts of goodwill and
intangible assets, which will increase following the acquisition.

The positive outlook reflects the potential for growth, synergy-
related earnings benefits, and greater revenue diversification
associated with the SRS acquisition.  Although there are
integration risks, the Company has a solid track record of
integration success.  Notwithstanding the challenging economic
climate, the Company reported revenue and EBITDA growth over the
past three years.  The coverage and leverage ratios for the
Company are in the range that S&P expects for a Company with a
rating in the 'BB' category, though intangible assets weaken the
overall capital assessment.

S&P would raise the rating if S&P sees EBITDA margins in excess of
17% after the integration of SRS and beyond while maintaining
EBITDA fixed-charge coverage of more than 2.6x and EBITDA debt
leverage of less than 5x.  An unsuccessful integration of SRS
leading to expected synergies remaining unrealized or weaker
metrics from the underlying businesses could lead to us to lower
the ratings.


SETTLEMENT AND INTEGRATION: KPMG Appointed as Trustee
-----------------------------------------------------
The Hamilton Spectator in Ontario, Canada, reports that KPMG was
certified as trustee for Settlement and Integration Services
Organization on Tuesday after the agency failed to show it had any
cash flow.

According to The Hamilton Spectator, KPMG senior vice-president
Kevin Treacy said SISO's $1 million in liabilities include about
$380,000 in wages and vacation pay, but does not include any
employee termination or severance claims.

The Hamilton Spectator notes bankruptcy automatically happens
10 days after a notice of intention is filed.  In those 10 days,
SISO was unable to show it had any cash flow, said Mr. Treacy.

The Hamilton Spectator reports that Citizenship and Immigration
Canada cut SISO's $12-million in funding after an audit found
"financial irregularities" and "fiscal mismanagement."  CIC
provided 80% of SISO's budget.

The report relates that, according to CIC, it has not reimbursed
SISO because it says there were problems with the funding claims
for September and October, plus it had not received claims for
November or December.

According to the report, SISO has laid off its entire staff of
150 and closed its programs, including the New Dawn Reception
Centre on the central Mountain.

The report also notes SISO board chair Hussein Hamdani said SISO
fully intends to pay the respective creditors.  Mr. Hamdani also
said if CIC doesn't come through with funding, SISO can fall back
on selling its properties.  Mr. Hamdani said they have five or six
potential buyers for New Dawn, although he did not know the asking
price.

The report notes New Dawn centre is owned by the SISO Foundation.
It's not clear how the bankruptcy proceedings might affect SISO's
ability to liquidate foundation assets.

The report also recounts RCMP and Hamilton police joined forces in
late December to investigate SISO for fraud against the
government.  That investigation is ongoing.


SEXY HAIR: Taps Peitzman Weg as Bankruptcy Counsel
--------------------------------------------------
Sexy Hair Concepts, LLC, et. al., ask for authorization from the
U.S. Bankruptcy Court for the Central District of California to
employ Peitzman, Weg & Kempinsky LLP as bankruptcy counsel.

PWK will, among other things:

     a. advise and assist the Debtors with respect to negotiating,
        structuring, obtaining Court approval of, and consummating
        a sale of the company, its business or assets;

     b. advise the Debtors with respect to the negotiation,
        preparation and confirmation of
        a plan of reorganization;

     c. represent the Debtors in proceedings or hearings before
        the Bankruptcy Court in matters involving bankruptcy law
        or in litigation in the Bankruptcy Court in matters
        relating to bankruptcy law; and

     d. assist the Debtors in the preparation of reports,
        accounts, applications and orders involving matters of
        bankruptcy law.

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

        Partners & of Counsel Attorneys        $585-$675
        Associates                             $250-$495
        Paralegals                               $195

Scott F. Gautier, Esq., at PWK, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).
According to its schedules, Sexy Hair disclosed $78,000,000 in
total assets and $91,141,147 in total debts as of the Petition
Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.

Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SEXY HAIR: Wants to Hire CRG Partners as Financial Advisor
----------------------------------------------------------
Sexy Hair Concepts, LLC, et. al., ask for authorization from the
U.S. Bankruptcy Court for the Central District of California to
employ CRG Partners Group, LLC, as financial advisor and
turnaround consultant.

CRG will, among other things:

     a. prepare and review possible reorganization plans and
        strategic alternatives for maximizing the debt repayment
        and enterprise value of the Debtors' business;

     b. serve as the principal contact with the Debtors' creditors
        with respect to the Debtors' financial, operational, and
        reorganization matters;

     c. assist the Debtors in the management of the bankruptcy
        process; and

     d. perform such other services as may be reasonably necessary
        to advance the Debtors' reorganization efforts under
        Chapter 11.

CRG's hourly rates for the professionals working on this matter
currently range from $175 to $675.

David Tiffany, a Director of CRG, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on
December 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922).  Scott
F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy
Hair's bankruptcy counsel.  According to its schedules, Sexy Hair
disclosed $78,000,000 in total assets and $91,141,147 in total
debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case.

Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SHARON LUGGAGE: Closing at Least 3 Stores in North Carolina
-----------------------------------------------------------
Will Boye, senior staff writer at the Charlotte Business Journal,
reports that Sharon Luggage is closing at least three of its 10
stores in North Carolina including its flagship location in
SouthPark mall, in Charlotte.  The report relates that Paul
Steiger, owner and president, said the Company is working to
liquidate as much inventory as possible and has reduced its
merchandise by at least 20%.  A local investor group will seek to
buy the Company's assets, according to the report.

Charlotte-based Sharon Luggage Ltd. filed for Chapter 11
protection (Bankr. W.D. N.C. Case No. 11-30074) in its hometown on
Jan. 13, 2011.  T. Jonathan Adams, Esq., at Hamilton Moon
Stephens, et al., in Charlotte, represents the Debtor.  The Debtor
estimated assets of up to $50,000 and debts of $1,000,001 to
$10,000,000 in its Chapter 11 petition.


SKINNY NUTRITIONAL: Receives Subscriptions for 34.5-Mil. Shares
---------------------------------------------------------------
Skinny Nutritional Corp. filed with the Securities and Exchange
Commission, on January 21, 2011, amendments to a December 27, 2010
Form 8-K to correct errors in the original report regarding the
aggregate amount of securities sold in a private placement.

As set forth in the amendment, the Company entered into
subscription agreements relating to the sale of a total of
34,525,000 shares of its common stock.  The original 8-K disclosed
that investors agreed to purchase from the Company an aggregate of
24,766,667 shares of common stock, par value $0.001 per share of
the Company.

According to the revised current report on Form 8-K, as of
December 22, 2010, Skinny Nutritional has entered into
subscription agreements with certain accredited investors pursuant
to which the Company will issue to the investors and the investors
agreed to purchase from the Company an aggregate of 34,525,000
shares of Common Stock, par value $0.001 per share of the Company.

The Company had commenced a private offering in reliance upon the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder pursuant to which it is offering an aggregate amount of
$3,000,000 of its Common Stock.  The Offering was conducted on a
"best efforts" basis as to the entire Offering amount.  The
purchase price per share of Common Stock is $0.03.  As of
December 22, 2010, the Company had accepted subscriptions in the
aggregate amount of $1,035,750 for a total of 34,525,000 shares of
Common Stock.  Net proceeds from such sales, after payment of
offering expenses and commissions, are approximately $945,750.
One of the investors in the private placement was the spouse of
Mr. Francis W. Kelly, a member of our Board of Directors.  This
investor purchased 1,000,000 shares of Common Stock in the
Offering for a total purchase price of $30,000, upon the same
terms as the other investors.

The Company intends to use the proceeds from the Offering for
working capital and general corporate purposes.  The Company
agreed to pay commissions to registered broker-dealers that
procured investors in the Offering of 10% of the proceeds received
from such purchasers and to issue such persons such number of
shares of restricted common stock as equals 5% of the total number
of shares of Common Stock sold in the Offering to investors
procured by them.

The securities offered have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  Based on the representations made in the
transaction documents, the Company believes that the investors are
"accredited investors", as such term is defined in Rule 501(a)
promulgated under the Securities Act.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company's balance sheet as of September 30, 2010, showed
$2,163,677 in total assets, $4,341,282 in total current
liabilities, and a stockholders' deficit of $2,177,605.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., 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 the
Company has incurred losses since inception and has not yet been
successful in establishing profitable operations.


SKY LOFTS: Court Sets March 4 as Claims Bar Date
------------------------------------------------
Judge Elizabeth S. Strong of the U.S. Bankruptcy Court for the
Eastern District of New York approved the application of Sky
Lofts, LLC, to fix a deadline and establish certain procedures for
filing proofs of claim.

All persons and entities that assert a claim, as defined in
Section 101(5) of the Bankruptcy Code, against the Debtor which
arose on or before the Petition date, must file a proof of claim
so as to be received on or before March 4, 2011, at 5:00 p.m.,
Eastern Time.

Proofs of claim filed by governmental units must be filed on or
before June 6, 2011.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease, as to
which the order authorizing the rejection is dated on or before
January 11, 2011, the date of entry of this Order, must file a
proof of claim based on the rejection on or before the Bar Date.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease, as to which
an order authorizing the rejection is dated after January 11,
2011, must file a Proof of Claim on or before the date as the
Court may fix in the applicable order authorizing the rejection.

Holders of equity security interests in the Debtor need not file
proofs of interest with respect to the ownership of the applicable
equity interests.  However, if any holder asserts a claim against
the Debtor, a proof of claim must be filed on or before the Bar
Date.

If the Debtor amends or supplements the Schedules subsequent to
January 11, 2011, the Debtor will give notice of any amendment or
supplement to the holders of affected claims, and holders will be
afforded 30 days from the date of the notice to file proofs of
claim in respect of their claims or be barred from doing so, and
will be given notice of the deadline.

All holders of claims that fail to timely file a proof of claim
will not be treated as a creditor in respect to that claim for the
purposes of voting and distribution.

Certain persons or entitles need not file a proof of claim.  These
include any person or entity that has already filed a proof of
claim against the Debtor with the Bankruptcy Clerk in a form
substantially similar to the Official Bankruptcy Form No. 10; any
person or entity whose claim is listed on the Schedules filed by
the Debtor that is not scheduled as disputed, contingent or
unliquidated, and the claimant does not disagree with the amount,
nature and priority of the claim; and any holder of a claim
allowable under Sections 503(b) and 507(a) of the Bankruptcy Code
as an administrative expense.

Brooklyn, New York-based Sky Lofts, LLC, is primarily in the
business of ownership and maintenance of real estate.  It filed
for Chapter 11 bankruptcy protection on December 8, 2010 (Bankr.
E.D.N.Y. Case No. 10-51510).  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No.
10-50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No.
10-50623) filed separate Chapter 11 petitions on November 11,
2010.


SKY LOFTS: Files Schedules of Assets and Liabilities
----------------------------------------------------
Sky Lofts, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of New York its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $12,000,000
B. Personal Property                    $0
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                $7,868,103
E. Creditors Holding
    Unsecured Priority
    Claims                                           $53,633
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $878,758
                                -----------      -----------
       TOTAL                    $12,000,000       $8,800,494

Brooklyn, New York-based Sky Lofts, LLC, is primarily in the
business of ownership and maintenance of real estate.  It filed
for Chapter 11 bankruptcy protection on December 8, 2010 (Bankr.
E.D.N.Y. Case No. 10-51510).  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No.
10-50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No.
10-50623) filed separate Chapter 11 petitions on November 11,
2010.


SM ENERGY: Moody's Rates $250-Mil. Notes Offering at 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to SM Energy
Company's offering of $250 million senior unsecured notes due
2019.  Moody's also assigned a Ba3 Corporate Family Rating (CFR)
and a Speculative Grade Liquidity rating of SGL-3.  The outlook is
stable.  The proceeds of the offering will be used to repay
revolver borrowings and fund planned capital expenditures.

"SM Energy has a sizable production base and assembled a strong
acreage position in several oil and natural gas liquid plays,"
commented Pete Speer, Moody's Vice President.  "The company is
significantly ramping up capital expenditures in excess of
operating cash flow to develop these plays which will require good
capital productivity and the execution of significant asset sales
to maintain SM Energy's low financial leverage metrics."

SM Energy is a long established independent exploration and
production company that has transitioned its asset portfolio from
conventional properties assembled by its legacy acquire and
exploit strategy to an unconventional resource play orientation
with positions including the Haynesville, Bakken, Eagle Ford and
Granite Wash.  The Ba3 CFR is supported by its sizable production
and proved reserve scale, significant and growing exposure to oil
and natural gas liquid production, and a historical track record
of conservative financial policies.  Although the company's
production volumes and proved developed reserves are smaller than
many Ba3 rated peers, SM Energy's leverage metrics are among the
lowest of the peer group.

The company's capital spending budget for 2011 of $1.04 billion is
an increase of around 20% from 2010 spending and will exceed
forecasted cash flow by approximately $400 to $450 million,
depending on commodity prices.  This creates both execution and
financing risks.  SM Energy plans to ultimately fill this funding
gap with proceeds from asset sales, with approximately $41 million
of sales closed so far this year.  The company is marketing its
Marcellus properties and pursuing the sale or joint venture of a
portion of its Eagle Ford properties.  Given the inherent
uncertainty regarding the timing and amount of these asset sales,
this bond issuance will position the company with a fully undrawn
$678 million credit facility and a pro forma cash balance of
nearly $250 million as it pursues its aggressive production growth
plans.

While SM Energy will initially have strong liquidity following
the bond offering, the SGL-3 liquidity rating incorporates the
uncertainty regarding the timing and amount of additional asset
sales and the significant capital spending exposure on the non-
operated portion of its Eagle Ford shale acreage.  In addition,
the holders of the company's $287.5 million senior convertible
notes could require the company to repurchase the notes on
April 1, 2012, although SM Energy can settle the notes in common
stock or cash or some combination thereof.  The company should
have adequate liquidity for the remainder of 2011 and entering
2012 to manage these potential requirements.

SM Energy's significant outspending of cash flows in 2011 and our
expectation for that to continue in 2012 makes a positive rating
action unlikely this year.  If the production and proved reserve
response from this large capital investment falls short of the
company's expectations and the proceeds from asset sales are not
achieved then leverage on production volumes and proved developed
(PD) reserves could increase substantially from current pro forma
levels of around $10,000/boepd and $5/boe.  Debt/production above
$15,000 or debt/PD above $7 could result in a negative outlook or
ratings downgrade.

The B1 rating on the proposed $250 million senior notes due 2019
reflects both the overall probability of default of SM Energy, to
which Moody's assigns a PDR of Ba3, and a loss given default of
LGD 5 (73%).  The company has a committed $678 million senior
secured revolving credit facility and $287.5 million of senior
convertible notes due 2027.  Both the new senior notes and
existing senior convertible notes are unsecured and have no
subsidiary guarantees.  Therefore both notes are subordinate to
the senior secured credit facility's potential priority claim to
the company's assets and any liabilities, including trade claims,
at the subsidiaries.  The size of the potential senior secured and
other structurally superior claims relative to the unsecured notes
outstanding results in the new senior notes being notched one
rating beneath the Ba3 CFR.  However, we note that if the
convertible notes were retired with senior secured borrowings in
the future or if there are other changes that materially increase
the proportion of senior secured to senior unsecured debt, the
senior notes rating could be double notched under Moody's Loss
Given Default Methodology.

The principal methodologies used in this rating were Independent
Exploration and Production Industry published in December 2008,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

SM Energy Company is an independent exploration and production
company based in Denver, Colorado.


SM ENERGY: S&P Puts 'BB' Rating on Proposed $250MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to SM Energy Co.'s proposed $250 million senior unsecured
notes due 2019.  S&P also assigned a '3' recovery rating to this
debt, indicating S&P's expectation of meaningful (50% to 70%)
recovery in a payment default.  Given the Company's asset base and
low debt leverage, SM Energy has room to increase the size of the
proposed offering without immediate impact to its corporate or
issue ratings.

SM Energy plans to use proceeds from the debt offering to repay
existing borrowings under its $678 million credit facility, fund
its capital expenditure program, and for general corporate
purposes.

The rating on Denver-based SM Energy Co. (formerly St. Mary Land &
Exploration Co.) reflects what Standard & Poor's Ratings Services
views as the Company's significant financial risk profile and
conservative financial policy, growing exposure to liquids
production, and current position in the Eagle Ford Shale.  The
ratings also incorporate the following weaknesses: SM Energy's
poor reserve replacement and high finding and development cost,
and the exploration and production industry's highly cyclical and
capital-intensive nature.

Ratings List

SM Energy Co.
Corporate credit rating           BB/Stable/--

New Rating
$250 mil sr unsecd nts due 2019   BB
   Recovery rating                 3


SMURFIT-STONE CONTAINER: S&P Puts 'BB-' Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Rock-Tenn
Co., including the 'BBB' corporate credit rating, on CreditWatch
with negative implications.  Concurrently, Standard & Poor's
placed all of its ratings, including the 'BB-' corporate credit
rating, on Smurfit-Stone Container Corp. on CreditWatch with
positive implications.

"The CreditWatch listings follow Rock-Tenn's announcement that it
had agreed to acquire Smurfit-Stone for approximately $5 billion
in total purchase consideration, which includes approximately
$700 million of Smurfit-Stone's net debt and $700 million of
assumed pension liabilities, after-tax," said Standard & Poor's
credit analyst Tobias Crabtree.  Under the terms of the agreement,
the aggregate consideration, consisting of 50% cash and 50% Rock-
Tenn stock, is valued at $35 per-share of Smurfit-Stone common
stock.  Rock-Tenn has received a financing commitment of
approximately $3.7 billion to fund the transaction and the
commitment is structured as a senior credit facility, including a
$1.2 billion proposed revolving credit facility, a $1.25 billion
proposed term loan A, and a $1.252 billion proposed term loan B.
The Company also contemplates refinancing Smurfit-Stone's existing
term loan, which had approximately $1.2 billion outstanding as of
Dec. 31, 2010.

The merger is subject to certain customary conditions, including
the receipt of regulatory approvals and both companies stockholder
approval, and is expected to be completed in the second quarter of
2011.

Based on S&P's initial analysis, it has determined that if the
acquisition is completed as currently proposed, and market
conditions remain in-line with S&P's expectations, any lowering of
the corporate credit rating on Rock-Tenn would likely be limited
to one notch, or 'BBB-'.  The transaction denotes, in S&P's view,
a significant increase in Rock-Tenn's leverage, which was
approximately 2.3x for the trailing 12-months ended Sept. 30,
2010.  Based on the proposed financing and the recent operating
performances of each Company, S&P anticipates pro forma adjusted
leverage (including pension and operating leases adjustments) for
the combined entity could be close to 4x, a level S&P would
consider to be weak for the current rating given S&P's view of the
combined entity's satisfactory business risk profile.
Nevertheless, the increased leverage and integration risks given
the size of the transaction is somewhat mitigated by S&P's view of
the proposed combined Company's generally good ability to generate
cash flow.

The combined entity would be the second-largest producer of
containerboard and coated recycled board in North America with a
fiber input mix of approximately 55% virgin fiber and 45% recycled
fiber.

In resolving the CreditWatch placements, Standard & Poor's will
monitor the progress that the companies make toward closing the
transaction, which is anticipated to close in the second quarter
of 2011.  In addition, S&P will meet with management and assess:

  -- The combined Company's prospective operating performance and
     merger benefits, including targeted synergies, with
     consideration to the proposed capital structure;

  -- Its ability to fund Smurfit-Stone's substantial pension
     funding needs from internally generated cash flow;

  -- Rock-Tenn's financial policy and commitment to an investment-
     grade rating, given its history of debt-financed
     acquisitions; and

  -- The combined Company's business risk profile reflecting its
     increased size and scope in the North American containerboard
     industry.


SPANISH BROADCASTING: Gen. Counsel Owns 500 Common Shares
---------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 24, 2011, Melanie Montenegro, EVP & general counsel at
Spanish Broadcasting System Inc., disclosed that she beneficially
owns 500 shares of Class A common stock of the company.

                     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.


STANFORD INT'L: Receiver Sues Miami Heat NBA Franchise
------------------------------------------------------
Andrew M. Harris at Bloomberg News reports that Stanford Financial
Group court-appointed receiver, Ralph Janvey, has sued the
National Basketball Association's Miami Heat for allegedly
collecting more than US$1.3 million in ill-gotten gains from
Mr. Stanford's alleged fraud.

"The payments to the Miami Heat parties are related to
Stanford's sponsorship, advertising and promotional activities,"
Mr. Janvey said in a complaint filed in Dallas federal court,
according to Bloomberg.

The case is Janvey v. Miami Heat LP, 11cv158, U.S. District Court,
Northern District of Texas.

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi- billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June 2009, before the
U.S. District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney General
Lanny Breuer, as cited by Agence France-Presse News, said in a 57-
page indictment that Mr. Stanford could face up to 250 years in
prison if convicted on all charges.  Mr. Stanford surrendered to
U.S. authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.).  The
civil case is SEC v. Stanford International Bank, 09-cv-00298
(N.D. Tex.).


STEELCASE: Moody's Rates New $250MM Sr. Unsec. Notes at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Steelcase's new
$250 million senior unsecured notes and upgraded its speculative
grade liquidity rating to SGL 2 from SGL 3.  Other ratings,
including the Ba1 CFR and PDR were affirmed as was the Ba1 rating
on the existing $250 million notes.

Proceeds from the new $250 million notes are expected to be used
to repay the existing $250 million notes when these notes mature
in August 2011.  In the meantime, Moody's expects Steelcase to
invest the proceeds in short term treasury securities.  The rating
on the existing notes will be withdrawn when repaid.

"Due to the severe contraction of capital spending in 2009,
Steelcase aggressively reduced its cost structure and diversified
its business to focus more on healthcare, education, and
government," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  As the economy continues to gradually improve,
the office furniture industry has also started to stabilize
leading Steelcase to report quarterly increases in revenue,
earnings, and operating cash flow for the first nine months of
fiscal 2011.  Moody's expects that office furniture industry
trends will further improve in calendar 2011.  A view shared by
the Business and Institutional Furniture Market Association, which
recently increased its 2011 forecast of U.S. office furniture
production to 8.3% from 6%.

"While weakness in commercial construction is likely to remain a
drag on project-related business for the foreseeable future,
Moody's believes the high national vacancy rate -- which stood at
17.5% in the third quarter of 2010 -- suggests the initial
recovery may be driven more by the absorption of existing space
and is less dependent on new office construction," Mr. Cassidy
added.

The upgrade of the speculative grade liquidity rating to SGL 2
from SGL 3 reflects the improved maturity profile and our
expectation of continued higher operating cash flow in the near to
mid-term.  Excluding any gain on sale, free cash flow is expected
to be between $10 million and $20 million in fiscal 2012.  The SGL
upgrade also reflects the company's improved covenant cushion.

The Ba1 rating for the unsecured notes reflects both the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba1, and a loss given default assessment of LGD 4, 58%.
The notes and $125 million revolving credit facility are
unsecured, but the $45 million aircraft financing is secured.  The
notes and revolver are not guaranteed by any operating
subsidiaries.

The Ba1 corporate family rating reflects our expectation that the
office furniture market will continue to improve and that the
company's cost rationalization and product diversification efforts
towards healthcare, education and government will help it
capitalize on this improvement.  Credit metrics are expected to
get better as the office furniture market improves.  Moody's
believes that Steelcase needs to have stronger than average credit
metrics because of the earnings and cash flow volatility.  The
company's geographic diversification also benefits the rating as
does the company's strong market share and scale with revenue
around $2.4 billion.  Steelcase's high operating leverage and
significant earnings/cash flow volatility constrain the rating.
For example, while improving recently, adjusted EBITDA and
adjusted operating cash flow decreased 62% and 85%, respectively,
from fiscal 2008 to fiscal 2010.  Steelcase consumed cash in
fiscal 2009 and 2010 on an adjusted basis.  In fiscal 2009, the
cash consumption was principally driven by relatively high amounts
of capital expenditures and dividends, while in fiscal 2010 the
cash consumption was primarily due to soft earnings.  Moody's
believes the consumption of cash is generally inconsistent with an
investment grade rating.  The rating is also constrained by the
lingering macro economic uncertainty highlighted by the high
unemployment rate and sluggish economic recovery.

The stable outlook reflects Moody's belief that Steelcase's
ongoing revenue diversification strategies and cost
rationalization efforts combined with stabilizing industry trends
should enable it to gradually improve its operating performance,
credit metrics and liquidity position.  For example, leverage,
which is currently over 3.5x, is expected to decrease by more than
half a turn next year, with a similar improvement anticipated in
interest coverage, which is currently just over 2x.  Cash flow
metrics are also expected to improve.

The outlook could go back to negative if the expected improvement
in the office furniture market and credit metrics do not
materialize in the near to mid-term.  A prolonged consumption of
cash or a sudden significant deterioration in earnings could spark
a downgrade.  An upgrade is not likely in the foreseeable future
because of the severe volatility in earnings and cash flows.  A
sustained improvement in credit metrics could lead us to consider
a positive outlook.

Rating assigned:

  -- $250 million senior unsecured notes at Ba1 (LGD 4, 58%);

Rating upgraded:

  -- Speculative Grade Liquidity rating to SGL-2 from SGL-3;

Ratings affirmed/assessments revised:

  -- Corporate family rating at Ba1;

Probability of default rating at Ba1;

  -- $250 million 6.5% senior unsecured notes, due August 2011 at
     Ba1 (LGD 4, 58% from LGD 4, 61%)

The last rating action was on October 14, 2010, where Moody's
stabilized Steelcase's outlook and affirmed all ratings.

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

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Steelcase is a designer, marketer and manufacturer of office
furniture headquartered in Grand Rapids, Michigan.  The company
sells its products through various channels including independent
dealers, company-owned dealers and directly to end users and
governmental units.  The company has two reportable segments:
North America and International.  Revenues for the last twelve
months ended November 2010 were $2.4 billion.


STRATEGIC AMERICAN: Board OKs $9.9MM Purchase of Galveston
----------------------------------------------------------
On January 18, 2011, the Board of Directors of Strategic American
Oil Corporation ratified a Purchase & Sale Agreement with ERG
Resources LLC to acquire a private Texas oil and gas company,
Galveston Bay Energy, LLC, which owns and operates producing oil
and natural gas properties and related facilities located in
Galveston Bay, Texas.  Pursuant to the Agreement, ERG has agreed
to sell the Company all of the outstanding membership interests of
Galveston for a total purchase price of $9,900,000, subject to
adjustment in accordance with the Agreement.  The closing of the
Agreement is subject to certain terms and conditions in the
Agreement, including the Company's obtaining of necessary
financing or raising sufficient capital to pay the purchase price.

                   About Strategic American Oil

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at October 31, 2010, showed
$1.89 million in total assets, $2.96 million in total liabilities,
and a stockholders' deficit of $1.07 million.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Strategic American Oil's ability to continue as a going
concern following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


SUMMIT BUSINESS: To File Pre-Negotiated Plan on Tuesday
-------------------------------------------------------
Summit Business Media Holding Co. filed a Chapter 11 petition
after reaching an agreement on a reorganization plan with holders
of 83% or more of the first- and second-lien debt.  The Plan calls
for giving most of the stock of the reorganized company to first
and second lien lenders owed $244 million.

The Chapter 11 exercise will be financed with a $5 million loan
provided by the existing lenders.  The loan will be repaid with a
$6 million revolving credit to kick in on implementation of the
reorganization plan.

                   Prepetition Capital Structure

According to a court filing by the Debtors, from inception until
the present, 85% of the equity interests have been owned by
affiliates of Wind Point Partners and the balance of 15% has been
owned by members of the Debtors' management.  The Debtors have
never paid any dividends or made other comparable payments on
account of their equity interests.

As of the Petition Date, the Debtors collectively had unpaid
pre-petition debt and general unsecured claims in an aggregate
amount of approximately $252 million.

Summit Intermediate had approximately $188,618,143 outstanding
under its senior secured credit facilities.  Summit Business Media
Intermediate Holding Company had approximately $55,224,420
outstanding under its junior secured credit facilities.  Bank of
Montreal is agent for the first lien lenders and Ares Capital
Corporation is agent for the second lien lenders.  In addition,
the Debtors had incurred other unsecured claims in an estimated
aggregate amount of $8,150,000.

                        Road to Bankruptcy

Thomas M. Flynn, chief operating officer and chief financial
officer of Summit, relates that over the past two and a quarter
years, the global economy has experienced a prolonged recession.

He notes that in these difficult economic circumstances, the
Debtors have faced a challenging operating environment in which,
as with other business to business media companies including
Cygnus Business Media, Inc. (Case No. 09-12765, Bank. D. Del.
August 3, 2009), Questex Media Group, Inc. (Case No. 09-13423,
Bankr. D. Del. October 5, 2009), and Penton Media, Inc. (Case No.
10-10689, Bankr. S.D.N.Y. February 20, 2010), they have been
compelled to restructure.

Mr. Flynn says that in addition to the economic downturn, the
media industry as a whole and the business to business media
industry in particular are undergoing structural change through a
shift from print products to digital media.

Summit first violated loan covenants in December 2008 and went
through several workouts with lenders.

According to Mr. Flynn, starting in the fourth quarter of 2008,
the Debtors embarked on a large scale cost-cutting initiative
which included divestitures, closures of non-performing assets,
and layoffs of approximately 25% of its workforce.  The Debtors
also instituted a 10% salary reduction furlough program and
curtailed their 401k match program.  These efforts significantly
reduced expenses and maintained an approximate 20% profit margin
but could not completely address the Debtors' over leveraged
capital structure and resulting lack of adequate liquidity.

The Debtors continued their restructuring discussions with the
lenders throughout 2010 and into this year.  "Given their highly
leveraged capital structure and their constrained liquidity
profile, the Debtors concluded that a full balance sheet
restructuring was necessary," Mr. Flynn said.

                     Terms of To-Be-Filed Plan

The Debtors carefully evaluated a number of options to address
their financial issues.  Those efforts included sharing
information and engaging in discussions with a variety of the
Debtors' stakeholders with the goal of restructuring the Debtors'
balance sheet to bring it into line with the Debtors' current debt
servicing capabilities and culminated in an agreement on the terms
of a financial restructuring.

The terms of this restructuring have been documented in a
Restructuring Support Agreement between the Debtors and (a) the
holders of approximately 83% in amount and 65% in number of the
claims outstanding under the First Lien Credit Agreement and (b)
the holders of approximately 85% in amount and 78% in number of
the claims outstanding under the Second Lien Credit Agreement.

The Restructuring Support Agreement provides that the parties have
agreed to and will support the Debtors' proposed Joint Plan of
Reorganization.

The terms of the Debtors' financial restructuring provide for the
cancellation of an aggregate of approximately $140 million of pre-
petition debt as follows:

    (a) the $189 million first-lien debt will be restructured into
        a $110 million term loan facility, and the balance will be
        cancelled and the holders of the FIRST LIEN DEBT will
        receive pro rata shares of the new term loan and
        approximately 89.44%  of the new equity of the reorganized
        Debtors;

    (b) the Debtors will also receive a new revolving credit loan
        facility of up to $6 million, and the initial drawing upon
        the facility concurrent with the Debtors' emergence from
        bankruptcy will be applied to repay any amounts then
        outstanding under the Debtors' proposed DIP Facility, in
        an amount which the Debtors' currently estimate to be
        approximately $1 million;

    (c) the $55 million in second-lien debt will be cancelled in
        its entirety and the holders of the debt will receive pro
        rata distributions of: (i) $1 million in cash, (ii)
        approximately 5.56% (subject to dilution) of the New
        Equity; and (iii) rights to receive the equivalent of
        additional New Equity under certain conditions
        (approximately 2%);

    (d) $100,000 will be distributed on a pro rata basis to the
        Debtors' general unsecured creditors and all of their pre-
        petition general unsecured claims will be cancelled; and

    (e) all of the Debtors' pre-petition equity interests will be
        cancelled, for which holders of such interests will
        receive no distribution on account of such interests.

The Company said it expects to emerge from the restructuring
during the first half of 2011.

                  Disc. Statement 3 Weeks Later

Pursuant to the terms of the DIP Facility, the Debtors are
required to file the Plan within seven days of the Petition Date
and a Disclosure Statement within 21 days of the filing of the
Plan.  Failure of the Debtors to file the Plan and the Disclosure
Statement within the deadline will constitute an Event of Default.

Under Rule 3016(b) of the Federal Rules of Bankruptcy Procedure, a
disclosure statement under Section 1125 of the Bankruptcy Code
must be filed with the plan or within a time fixed by the court.
The Debtors ask the Bankruptcy Court to fix the time for filing
the Disclosure Statement as being no later than 21 days after the
filing of the Plan.

"While the Debtors have endeavored to complete the Disclosure
Statement, the Debtors have determined that filing the Disclosure
Statement later will enhance the accuracy of the Disclosure
Statement while not prejudicing the rights of any claimants and
parties-in-interest," Mr. Flynn said.

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT BUSINESS: Proposes $5 Million of DIP Financing
-----------------------------------------------------
Summit Business Media Holding Company and its affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition secured financing from a syndicate
of lenders led by Bank of Montreal, Chicago Branch, administrative
agent.

The DIP lenders have committed to provide up to $2.5 million upon
the entry of an interim court order, and $5 million upon the entry
of a final court order.  A copy of the DIP financing agreement is
available for free at:

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

Kimberly E. C. Lawson, Esq., Reed Smith LLP, explains that the
Debtors need the money to fund their chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature (i) 12 months from the Petition Date;
(ii) 30 days after the date on which a court order confirming a
plan of reorganization is entered by the Court; (iii) the
effective date of a plan of reorganization for the Debtors;
(iv) 60 days after the date of the interim court order, if the
final court order isn't entered within the 60-day period; and
(v) the occurrence and continuation of any Event of Default and
either (x) the declaration of all or any portion of the DIP Loans
to be immediately due and payable or (y) the giving of notice by
the DIP Agent, acting at the direction of the Required Lenders, to
the Debtor that the commitments have been terminated.

The Debtor may elect that DIP Loans comprising a borrowing accrue
interest at a rate per annum equal to: (a) the Alternate Base Rate
plus 6.75% or (b) the LIBOR Rate plus 8.00%.  The LIBOR Rate has a
floor of 2% per annum.  Interest is payable on a monthly basis in
arrears.  During the continuance of any Event of Default, the
Debtor will pay on the amounts at a rate per annum equal to,
(a) in the case of DIP loans, the rate that would otherwise be
applicable to the DIP loans plus 2.00% or (b) in the case of other
monetary obligations, the rate that would otherwise be applicable
to Base Rate Loans plus 2.00%.

The Liens granted to the DIP Agent, for the benefit of the Secured
Parties, will have the senior secured status.  The Postpetition
Obligations will constitute superpriority administrative expense
claims in each of the cases.  No other claim having a priority
superior or pari passu to that granted to the Postpetition
Obligations will be granted or approved.

The DIP lien is subject to a $425,000 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 a non-refundable fee to the DIP
Agent for the ratable account of the DIP Lenders (other than, with
respect to any payment of the Commitment Fee, any DIP Lender that
is a Defaulting Lender on the Monthly Payment Date that payment is
due) on the daily average undrawn amount of the Commitment Amount
(other than any portion thereof held by any Defaulting Lender) at
a rate equal to 1.00% per annum.

The Debtor will pay to the DIP Agent, for the ratable benefit of
the DIP Lenders, a non-refundable upfront fee equal to 2.50% of
the original aggregate Commitment Amount, which will be earned and
due and payable at the time of closing.

The Debtor will pay an exit fee to the DIP Agent, for the ratable
benefit of the DIP Lenders, in an amount equal to 2.00% of the
original aggregate amount of the DIP Facility (other than any
portion thereof held by a Defaulting Lender that is not entitled
to such exit fee) which will be payable in cash on the earlier to
occur of (i) the DIP Facility Termination Date, and (ii) the date
on which the DIP Loans will be paid in full.

The Debtor agrees to pay to the DIP Agent, for its own account,
the fees in the amounts and on the dates set forth in the
Administrative Agent Fee Letter.

The DIP Agent and the DIP Lenders will be granted a superpriority
administrative claim over any and all administrative claims.

As collateral for the DIP Loans and security for the full and
timely payment and performance of all Postpetition Obligations
when due, the DIP Agent, for the benefit of the DIP Lenders, is
granted (i) a perfected first priority lien on all assets of the
Debtors that are unencumbered as of the commencement of the cases
and all proceeds therefrom; (ii) a perfected lien on all other
assets of the Debtors, junior only to the valid, perfected and
non-avoidable Liens on the assets as of the Petition Date and to
valid liens in existence at the time of commencement that are
perfected subsequent to the commencement and all proceeds
therefrom; (iii) a perfected senior priming lien on all of the
Debtors' assets that are subject to the Liens of (A) the Pre-
petition First Lien Agent and the Existing First Lien Secured
Parties under the Prepetition First Lien Credit Agreement and
(B) the Prepetition Second Lien Agent and the Existing Second Lien
Lenders under the Prepetition Second Lien Credit Agreement,
subject only to any valid, perfected and non-avoidable Liens held
by parties other than the Existing First Lien Secured Parties and
the Existing Second Lien Lenders; and (iv) a claim and liens on
any prepetition and postpetition improvements.

                        Cash Collateral Use

The Debtors also want to use cash collateral in which the Existing
First Lien Secured Parties and the Existing Second Lien Lenders
have an interest.

The Debtors entered with Bank of Montreal, Chicago Branch, as
administrative agent and as lender, and with those other first
lien lenders that certain Amended and Restated First Lien Credit
Agreement dated as of July 6, 2007, as amended from time to time.
The Debtors also entered with Ares Capital Corporation, as
administrative agent, and as lender, and with those other second
lien lenders that certain the Amended and Restated Second Lien
Credit Agreement dated July 6, 2007, as amended from time to time.

As of the Petition Date, the Debtors collectively had unpaid pre-
petition debt and general unsecured claims in an aggregate amount
of approximately $252 million.  As of the Petition Date, the
Debtors had incurred other unsecured claims in an estimated
aggregate amount of $8,150,000.

In exchange for the use of cash collateral, the First Lien Lenders
are granted liens on all DIP collateral.  They are also granted
allowed, superpriority administrative claims.

In exchange for the use of cash collateral, the Second Lien
Lenders are granted adequate protection liens on all DIP
collateral junior in all respects to the postpetition liens, First
Lien Lenders' adequate protection liens, and First Lien Lenders'
prepetition liens.  As additional adequate protection, the Second
Lien Lenders are also granted allowed, superpriority
administrative claims.

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


TAVERN ON THE GREEN: Donald Trump Ready to Invest $20 Million
-------------------------------------------------------------
The Associated Press' Karen Matthews reports that Donald Trump
will seek a deal with the city of New York to reopen Central
Park's landmark Tavern on the Green restaurant.  According to the
AP, Trump Organization Vice President for Special Projects Ron
Lieberman said Thursday Mr. Trump is prepared to invest more than
$20 million to restore the city-owned restaurant to its former
glory.

The AP relates the city granted a license to run the restaurant to
Dean Poll, who operates the Loeb Boathouse restaurant along the
Central Park lake.  But Mr. Poll was unable to reach an agreement
with the union that represents more than 400 former Tavern
employees.

The AP says Trump reached a deal with the union this week,
according to Mr. Lieberman.  The AP also reports that John
Turchiano, a spokesman for the New York Hotel and Motel Trades
Council, confirmed that Mr. Trump and the union have an agreement
to run Tavern.  Mr. Turchiano also said the union has represented
workers at Trump properties over the past 30 years and has always
had a good relationship with Mr. Trump.

The AP says Mayor Michael Bloomberg was noncommittal when asked
Thursday about the restaurant reopening under Mr. Trump's
management.  "Donald Trump is a developer who has lots of good
ideas; he's done an awful lot for the city," Mr. Bloomberg said
during a briefing on Thursday's snowstorm.  "If he's interested,
and if there is a restaurant there . . . we'll take a look and see
then."

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y.
Case No. 09-15450).  It estimated up to $50 million each in assets
and debts.

The restaurant closed New Year's Eve 2010.

In March 2010, the city of New York City won the right to the
trade name, "Tavern on the Green," the restaurant's major assets.
According to Bloomberg News, the Tavern on the Green name was
valued at $19 million.  New York City -- Tavern's landlord -- and
the LeRoy family, which ran the restaurant since 1976, both
claimed ownership of the trademark.  Following the trademark
ruling, the bankruptcy judge converted the case to Chapter 7.
Jil Mazer-Marino was appointed Chapter 7 trustee.


TCO FUNDING: Upgraded to 'Caa2' After PIK Notes Swapped to Equity
-----------------------------------------------------------------
Moody's Investors Service has changed the Probability of Default
Rating of TCO Funding Corp., a special purpose finance vehicle
consolidated by Tensar Corporation, to Caa3/LD following a
conversion of approximately $55 million of unrated, holding
company Paid-In-Kind Notes to equity.  Moody's will remove the
PDR's LD modifier after three business days and the PDR will be
raised to Caa2.  Concurrently, Moody's has upgraded the Corporate
Family Rating to Caa2, raised the rating on first lien term loan
to B2 and assigned a B2 to its revolver to reflect the revised
capital structure.  The rating outlook is stable.

The following rating actions were taken:

  -- CFR upgraded to Caa2 from Caa3;

  -- PDR was changed to Caa3/LD (LD to be subsequently removed and
     PDR to be upgraded to Caa2);

  -- $164 million first lien term loan due October 2012 upgraded
     to B2 (LGD2, 22%) from B3 (LGD2, 18%); and

  -- B2 (LGD2, 22%) rating assigned to the $27 million revolving
     credit facility due April 2012.

The assignment of the LD modifier to the PDR reflects Moody's view
that the exchange of the PIK Notes to equity constitutes a
distressed exchange within Tensar's corporate family in accordance
with Moody's definition of default.  The completion of Tensar's
balance sheet restructuring has resulted in a meaningful reduction
in debt, has waived all preexisting specified defaults and
establishes financial covenants that are consistent with Tensar's
current operating performance.  Further, the restructuring has
established a $27 million senior secured revolver that matures in
April 2012.

The upgrade of the CFR to Caa2 primarily reflects the reduction in
debt levels following the balance sheet restructuring and the
extension of time for Tensar to establish a long term capital
structure.  The Caa2 rating incorporates both Tensar's high post
restructuring leverage and meaningful refinancing risk over the
next twelve to eighteen months.  As part of the December
amendment, Tensar will be required to make an approximately
$40 million amortization payment in the first quarter of 2012.
Based on Moody's current expectations, Tensar is not expected to
have adequate liquidity in place to meet this payment requirement
and will therefore seek to refinance its existing debt in the near
term.

Moody's does not anticipate raising Tensar's rating prior to the
establishment of a permanent capital structure.  A rating
downgrade could occur if Tensar were unable to execute a
refinancing over the next twelve months.

The last rating action on Tensar was the November 29, 2010
downgrade of the CFR to Caa3 from Caa2.

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

Headquartered in Atlanta, Georgia, Tensar Corporation offers an
integrated suite of products and services that provide soil
stabilization, earth retention, foundation support, high
performance roadways, and erosion and sediment control.


TERRESTAR CORP: Harbinger Entities Disclose 28.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 20, 2011, Philip Falcone disclosed that he
beneficially owns 54,514,116 shares of Terrestar Corporation
common stock representing 28.8% of the shares outstanding.  At
August 2, 2010, there were 139,466,034  shares of the Company
outstanding.

Other affiliates of Mr. Falcone also disclosed beneficial
ownership of shares:

                                             Shares        Equity
                                       Beneficially Owned  Stake
                                       ------------------  ------
Harbinger Capital Partners Master Fund I     32,869,699   19.5%
Harbinger Capital Partners LLC               32,869,699   19.5%
Harbinger Capital Partners Special Sit. Funds 9,442,162    6.4%
Harbinger Capital Partners Special Sit. GP    9,442,162    6.4%
Credit Distressed Blue Line Master Fund      12,202,255    8.0%
Harbinger Capital Partners II LP             12,202,255    8.0%
Harbinger Capital Partners II GP LLC         12,202,255    8.0%
Harbinger Holdings, LLC                      42,311,861   23.9%

                       About Terrestar Corp.

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).  The Garden City Group, Inc. is the claims and noticing
agent in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs,
Esq., and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

The Debtors' parent, TerreStar Corporation, is not among the
Chapter 11 filers.

TerreStar Corp.'s balance sheet as of June 30, 2010, showed
$1.402 billion in total assets, $1.643 billion in total
liabilities, and a stockholders' deficit of $241.3 million.


TERRESTAR NETWORKS: Panel Has Approval for Sheppard as FCC Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors for TerreStar
Networks Inc. received approval from the Bankruptcy Court to
retain Sheppard Mullin Richter & Hampton LLP, effective as of
November 11, 2010, as its special Federal Communications
Commission and satellite-related counsel.

As a satellite communications company, the Debtors are subject to
regulation and oversight by the FCC.

The Committee points out that the Debtors' cases involve complex
FCC regulatory and satellite-related issues which are central to
their bankruptcy cases, and which will have a material impact on
the value of their estates.  As the outcome of issues involving
the Debtors directly impact the recovery available to creditors
as well as the timing of any recovery, the Committee asserts that
it must ensure that those matters receive appropriate attention
and that it provide input as needed to move in the appropriate
direction.

The Committee explains that it has selected Sheppard Mullin to
provide general advice concerning FCC regulatory and satellite-
related bankruptcy issues because of the firm's extensive
experience and widely recognized reputation and expertise in FCC
regulatory issues, its expertise in satellite-related issues, and
its expertise in satellite-related bankruptcy law.

The Debtors propose to pay for Sheppard Mullin's services based
on the firm's hourly rates in addition to reimbursing the firm
for its necessary out-of-pocket expenses.

The Sheppard Mullin professionals used in the engagement and
their hourly rates are:

      Brian Weimer (Partner)             $565
      Ed Tillinghast (Partner)           $800
      Malika Levarlet (Associate)        $365
      Dan Brooks (Associate)             $270

Brian Weimer, Esq., a member of Sheppard Mullin, assures the
Court that his firm is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TERRESTAR NETWORKS: Panel Wins OK for Cassels as Canadian Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors for TerreStar
Networks Inc. and its units received the Bankruptcy Court's
authority to retain Cassels Brock & Blackwell LLP as its Canadian
counsel effective as of November 10, 2010.

The professional services that Cassels Brock is contemplated to
render to the Committee include, but is not limited to:

  (a) representing the Committee at hearings in the proceeding
      commenced in Canada by the Canadian Debtor affiliates
      under the Companies' Creditors Arrangement Act in Toronto,
      Ontario and any other related proceedings;

  (b) reviewing and analyzing all pleadings, orders, statements
      of operations, schedules, and other legal documents in the
      Canadian Proceeding or any other proceedings in Canada
      relating to the Debtors, the Canadian Debtor Affiliates or
      any of their respective property, assets or businesses;

  (c) reporting to and advising the Committee and its United
      States' professional advisors regarding the ramifications
      of proceedings before the Canadian Court in relation to
      the Debtors' Chapter 11 cases;

  (d) advising the Committee and its U.S. Advisors on matters
      involving Canadian Law and practice and any proposed asset
      dispositions relevant to the Debtors' Chapter 11 cases;

  (e) assisting the U.S. Advisors in their analysis of and
      negotiations with, the Debtors, the Canadian Debtor
      Affiliates or any third party concerning matters related
      to, among other things, the disposition of assets and
      formulating the terms of any plan or plans of
      reorganization for the Debtors and the Canadian Debtor
      Affiliates;

  (f) assisting with the Committee's investigation of the
      Canadian Debtor Affiliates' assets, liabilities,
      intercompany loans financial condition and dealings with
      the Debtors;

  (g) assisting the Committee and its U.S. Advisors in analyzing
      the claims of the creditors of the Canadian Debtor
      Affiliates and the U.S. Debtors;

  (h) preparing on behalf of the Committee any pleadings,
      orders, reports and other legal documents as may be
      necessary in furtherance of the Committee's interest and
      objectives;

  (i) assisting and advising the Committee and the U.S. Advisors
      with respect to any matters that they may request; and

  (j) performing all other legal services as described by the
      Committee and its U.S. Advisors, which may be necessary
      and proper for the Committee to discharge its duties in
      the Chapter 11 cases.

The Committee proposes that Cassels Brock be paid for its
services based on the firm's hourly rates, which are:

           Partner/Counsel             $495 to $895
           Associate                   $300 to $525
           Law Clerk                    $80 to $365

The firm will also be reimbursed for its necessary out-of pocket
expenses.

David S. Ward, Esq., a member of Cassels Brock, assures the Court
that his firm is a "disinterested person" as the term is defined
under Section 101(14) of the Bankruptcy Code.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TIB FINANCIAL: Subscription Period of 1.49MM Offering Expired
-------------------------------------------------------------
TIB Financial Corp. announced that the subscription period of its
previously announced subscription rights offering to purchase up
to 1,488,792 shares of its common stock expired at 5:00 p.m., New
York City time, on January 18, 2011.  The subscription rights
offering was limited to shareholders of record as of July 12,
2010.  Holders to whom subscriptions rights were issued exercised
rights to purchase approximately 533,029 shares of common stock
for an aggregate purchase price of approximately $8.0 million.

As a result of the subscription rights offering, the Company will
meet the continued listing requirements for The NASDAQ Capital
Market.  Although the increase in the number of shares held by the
public was not sufficient for the Company to meet the continued
listing requirements for the NASDAQ Global Select Market, the
Company may request that the NASDAQ transfer the Company's shares
to The NASDAQ Capital Market or grant the Company an extension to
meet the continued listing requirements of The NASDAQ Global
Select Market.

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

The Company's balance sheet as of September 30, 2010, showed
$1,740,891,000 in total assets, $1,563,826,000 in total
liabilities, and $177,065,000 in stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., 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 incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.


TIGRENT INC: Reaches C$250,000 Settlement with Tigrent
------------------------------------------------------
On January 20, 2011, Tigrent Inc. and its subsidiary Whitney
Canada Inc. entered into a Settlement Agreement which, subject to
final Court approval, will settle all claims brought by the
plaintiff class against the Tigrent Entities arising in the
litigation case pending in the Superior Court for Province of
Quebec, District of Hull (Canada), captioned David Brown versus
Marc Jemus, Francois Roy, Robert Primeau et al.  In connection
with the settlement, the Tigrent Entities did not admit any
liability in the case.

Pursuant to the terms of the Settlement Agreement, the plaintiff
class, including the named plaintiffs and any other class member
who does not opt out of the settlement in accordance with
procedures applicable to settlements of class action litigation
under the Quebec Code of Civil Procedure, have agreed to grant a
full general release of all claims they had or could have brought
against the Tigrent Entities in the litigation in exchange for
aggregate payments of C$250,000 to be deposited into a trust
account controlled by the attorneys for the plaintiffs from which
the attorneys' costs will be paid with any balance being available
for distribution to members of the plaintiff class who do not opt
out of the settlement.  Of the total settlement amount, C$50,000
is to be paid into the trust account within five days of the
Settlement Agreement, and the remaining C$200,000 is to be paid
into the trust account no later than March 18, 2011.  The class
action litigation against the other defendants in the litigation
not affiliated with Tigrent remains pending and unsettled.

The settlement and the Settlement Agreement remain subject to
approval by the Court.  In addition, if more then seven member of
the plaintiff class opt out of the settlement, the Tigrent
Entities can terminate the Settlement Agreement in their
discretion if they determine that the remaining financial exposure
is financially significant to them.  If the Court does not approve
the settlement or the Tigrent Entities elect to terminate the
Settlement Agreement, then the settlement and the Settlement
Agreement will be void and the funds deposited into the trust
account will be returned to the Tigrent Entities.

                         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.


TOWER CO: Moody's to Keeps 'B1' Following $50MM Loan Hike
---------------------------------------------------------
Moody's Investors Service said TowerCo II Holdings LLC's B1
Corporate Family Rating and B2 Probability of Default Rating
remain unchanged following the Company's expansion of its senior
secured borrowing to $400 million from $350 million.

Moody's most recent rating action for TowerCo was on January 19,
2011, when Moody's assigned Ba3 ratings to TowerCo's senior
secured credit facilities.

The principal methodology used in rating TowerCo was Moody's
Global Telecommunications Industry Methodology, published in
December 2010 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Based in Cary, NC, TowerCo is a wireless tower operator.


TOWERCO II: S&P Lowers Corporate to 'B' Due to Debt Hike
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cary, N.C.-based wireless tower operator TowerCo II
Holdings LLC to 'B' from 'B+'.  In addition, S&P lowered the
issue-level rating on the Company's proposed senior secured credit
facilities to 'BB-' from 'BB'.  The '1' recovery rating remains
unchanged, indicating the expectation for very high (90%-100%)
recovery in the event of a payment default.  The outlook is
stable.

"The downgrade is due to the even more aggressive financial policy
than S&P had previously incorporated into the rating," said
Standard & Poor's credit analyst Naveen Sarma.  The Company plans
to enlarge its proposed credit facility by $50 million, to
$440 million.  This increase is significant as last-twelve-month
EBITDA is less than $40 million.  With the increase to the
facility, pro forma adjusted leverage (including our adjustments
for operating leases) would rise to a debt-to-EBITDA ratio of 10x
based on estimated 2010 results.  "As a result, we no longer
expect the Company to be able to achieve the sub-9x leverage level
over the next year."

This high leverage overshadows the Company's satisfactory business
risk profile as the fifth-largest independent tower operator in
the U.S., with a total portfolio of about 3,200 towers.

The stable outlook reflects Standard & Poor's expectation that the
financial risk profile will remain highly leveraged for at least
the next year.  "If the Company were to temper this financial
strategy and commit to maintaining leverage below 9x, we could
raise the rating," said Mr. Sarma.  "Conversely, if the business
were to face increased churn resulting in a loss of revenues and a
delay in FOCF generation, we could lower the rating."


TURNER & ASSOCIATES: Lender Seeks to Recoup $2.2MM from Guarantors
------------------------------------------------------------------
Alex Pappas at The Washington Examiner reports that a Maryland
woman is suing Prince George's County Council Chairwoman Ingrid
Turner for $2.2 million over two unpaid loans taken out by her
brother's development company.   Ms. Turner, who represents the
4th District on the council, is one of three people who signed
papers guaranteeing to pay for the two loans taken out in 2003 if
they defaulted, according to court documents obtained by The
Washington Examiner.  Turner & Associates, a now-bankrupt limited-
liability company that was owned by Turner's brother Henry Turner,
filed for Chapter 11 bankruptcy protection in 2007.  Payments have
not been made on the two loans, totaling about $1.9 million, since
then.  The plaintiff, Shelly Muffley, of Crownsville, Md., is
seeking a judgment to recover the unpaid principal plus interest,
late fees, real estate taxes and attorney's fees.

Based in Upper Marlboro, Maryland, Turner & Associates L.L.C.
filed for Chapter 11 bankruptcy protection on Dec. 21, 2007
(Bankr. D. Md. Case No. 07-23095).  Judge Thomas J. Catliota
presides the Debtor's case.  Brett Weiss, Esq., represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


ULTIMATE ACQUISITION: Files for Chapter 11 in Delaware
------------------------------------------------------
Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

F. Bruce Giesbrecht, CEO of Ultimate Acquisition, said, "The
Debtors filed their Chapter 11 petition, based on a significant
downturn in business at certain of the Debtors' locations, coupled
with the refusal by certain of the Debtors' vendors to ship goods
to the Debtors on open credit.  The Debtors intend to utilize the
Chapter 11 to streamline their operations, close underperforming
locations, negotiate more favorable leases and to otherwise
improve the profitability of their operations."

Ultimate Electronics is back to Chapter 11 several years after the
business was bought out of bankruptcy.  Investment firm Wattles
Capital Management formed Ultimate Acquisition Partners in 2005
for the purpose of acquiring Ultimate Electronics stores out of
bankruptcy.

The Debtors are each wholly owned by Ultimate Acquisitions, LLC.
Wattles Capital owns 71.25% of the stock, Hewlett-Packard Company
holds 25%, and Bruce Giesbrecht holds 3.75% of Ultimate
Acquisitions.

                    About Ultimate Acquisition

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kurtzman Carson Consultants LLC is the claims and notice agent.

The Debtors are represented by:

          Mark T. Hurford, Esq.
          Kathleen Campbell Davis, Esq.
          CAMPBELL & LEVINE, LLC
          800 N. King St., Ste. 300
          Wilmington, DE 19801
          Tel: (302) 426-1900
          Fax: (302) 426-9947
          E-mail: mhurford@camlev.com
                  kdavis@camlev.com

                 -- and --

          JAFFE, RAITT, HEUER & WEISS, P.C.
          Jay L. Welford, Esq.
          Judith Greenstone Miller, Esq.
          27777 Franklin Road, Suite 2500
          Southfield, MI 48034
          Tel: (248) 351-3000
          Fax: (248) 351-3082
          E-mail: jwelford@jaffelaw.com
                  jmiller@jaffelaw.com


ULTIMATE ACQUISITION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Ultimate Acquisition Partners, LP
          aka Ultimate Electronics
        321 W. 84th Avenue, Suite A
        Thorton, CO 80260

Bankruptcy Case No.: 11-10245

Debtor-affiliate filing separate Chapter 11 petition:

          Entity                        Case No.
          ------                        --------
       CC Retail, LLC                   11-10246

Chapter 11 Petition Date: January 26, 2011

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

Judge: Mary F. Walrath

Debtors'
Counsel:          Jay L. Welford, Esq.
                  Judith Greenstone Miller, Esq.
                  JAFFE, RAITT, HEUER & WEISS, P.C.
                  27777 Franklin Rd Suite 2500
                  Southfield, MI 48034
                  Tel: 248-351-3000
                  Fax: 248-351-3082
                  http://www.jaffelaw.com

Debtors'
Local Counsel:    Kathleen Campbell Davis, Esq.
                  Mark T. Hurford, Esq.
                  Marla Rosoff Eskin, Esq.
                  CAMPBELL & LEVINE LLC
                  800 N. King Street, Suite 300
                  Wilmington, DE 19801
                  Tel: (302) 426-1900
                  Fax: (302) 426-9947
                  E-mail: kdavis@camlev.com
                          cl@camlev.com
                          meskin@camlev.com

Debtors'
Claims &
Notice Agent:     KURTZMAN CARSON CONSULTANTS

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

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

The petitions were signed by E. Bruce Giesbrecht, chief executive
officer.

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Video Products Distributors        --                   $6,141,171
150 Parkshore Drive
Folsom, CA 95630

Valassis Communications, Inc.      --                   $5,617,900
14401 E. 33rd Place, Suite F
Aurora, CO 80011

New Age Electronics/Synnex         --                   $5,478,542
39 Pelham Ridge Road
Greenville, SC 29615

Sony Electronics                   --                   $4,757,364
16530 Villa Esprillo
San Diego, CA 92127

TWG Innovative Solutions, Inc.     --                   $3,868,623
175 W. Jackson Boulevard, 12th Floor
Chicago, IL 60604

Inline Media, Inc.                 --                   $3,105,660
1600 Stout Street, Suite 700
Denver, CO 80202

GE Money Bank                      --                   $3,006,213
950 Forrer Boulevard
Kettering, OH 45420

Monster LLC                        --                   $2,373,281
455 Valley Drive
Brisbane, CA 94005

Kilpsch, LLC                       --                   $1,878,646
3502 Woodview Trace
Indianapolis, IN 46268

Mitsubishi Digital Electronics     --                   $1,600,450
P.O. Box 101945
Atlanta, GA 30392

Toshiba America                    --                   $1,465,778
9740 Irvine Boulevard
Irvine, CA 92618

Haier America                      --                   $1,372,002
1356 Broadway
New York, NY 10018

Whirlpool                          --                   $1,022,278
2000 N. M-63 MD 500
Benton Harbor, MI 49022

Omnimount                          --                     $913,074
8201 S. 48th Street
Phoenix, AZ 85044

General Electric Appliances        --                     $890,517
307 N. Hurstbourne Parkway
Louisville, KY 40222

Yamaha Electronics Corp            --                     $772,451
P.O. Box 100912
Pasadena, CA 91189

JB Hunt Transport, Inc.            --                     $749,724
615 JB Hunt Corp Drive
Lowell, AR 72745

Hamilton Fixtures                  --                     $693,907
3550 Symmes Road
Hamilton, OH 45015

DPI, Inc.                          --                     $657,341
P.O. Box 774156
Chicago, IL 60677

Definitive Technology, LLP         --                     $642,077
One Viper Way
Vista, CA 92081

Visco Entertainment                --                     $609,163
1250 Louis Avenue
Elk Grove Village, IL 60007

Brunswick Billiards                --                     $526,160
8663 196th Avenue
P.O. Box 68
Bristol, WI 53104

Hewlett Packard                    --                     $521,187
P.O. 60000
San Francisco, CA 94160

Audio Plus Services                --                     $488,508
156 Lawrence Pacquette Ind. Dr.
Champlain, NY 12919

Orion America, Inc.                --                     $488,000
15 Essex Road
Paramus, NJ 07652

Navarre Distribution               --                     $423,427
7400 49th Avenue North
New Hope, MN 55428

Visual Products, Corp              --                     $390,622
2930 W. 9th Avenue
Denver, CO 80204

Tech Data Corporation              --                     $387,941
2930 W. 9th Avenue
Clearwater, FL 33760

KBCO Studio C                      --                     $360,000
5350 Tech Data Drive
Clearwater, FL 33760

Denon Electronics                  --                     $358,954
Lockbox 13438
Newark, NJ


USG CORP: Brian Cook Disposes of 12,688 Shares of Common Stock
--------------------------------------------------------------
In a Form 5 filing with the Securities and Exchange Commission on
January 21, 2011, Brian J. Cook, senior vice president at USG
Corp., disclosed that he disposed of 12,688 shares of common stock
of the Company on November 18, 2010, at $12.8519 per share.  At
the end of the transaction, Mr. Cook beneficially owned 51,496
shares.

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

The Company's balance sheet at Sept. 30, 2010, showed
$3.86 billion in total assets, $515.0 million in total current
liabilities, $1.95 billion in long-term debt, $22.0 million in
other liabilities, and $666.0 million in commitments and
contingencies, and $702 million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on November 8, 2010,
Moody's Investors Service assigned a B2 rating to USG
Corporation's new senior unsecured notes, and affirmed its Caa1
Corporate Family Rating and Caa1 Probability of Default Rating.
USG's speculative grade liquidity rating remains SGL-3.  The
outlook is stable.

The Caa1 Corporate Family Rating results from weak operating
performance.  Low capacity utilization rates of approximately 45%
at its gypsum manufacturing facilities make it difficult for USG
to overcome its high fixed costs.  Moody's projects that potential
demand increases for wallboard from North American new home
construction and repair and remodeling will not be adequate to
generate sufficient volumes and operating profits to cover USG's
interest expense over the intermediate term.  Furthermore, the
non-residential construction end market, which accounts for about
30% of USG's revenues, is expected to face stagnant growth well
into 2011.  The amount of profits derived from the company's
worldwide ceilings business is not enough to make up shortfalls in
the gypsum and distribution businesses.  For the last twelve
months through September 30, 2010, operating margins remain
substandard at negative 4.9% and leverage is very high at debt-to-
EBITDA of 27.2 times.  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


VALENCE TECHNOLOGY: Enters Into Amendment No.3 to Wm Sales Pact
---------------------------------------------------------------
On January 22, 2011, Valence Technology, Inc. entered into an
Amendment No. 3 to At Market Issuance Sales Agreement with Wm
Smith & Co., as sales agent, which Amendment amended the terms of
that certain At Market Issuance Sales Agreement dated February 22,
2008 between the Company and the Sales Agent.

The Amendment provides, among other things, that the shares of the
Company's common stock that remain available to be sold under the
Sales Agreement as of January 22, 2011 will be registered under
the Company's new registration statement on Form S-3, which
replaces the Company's registration statement on Form S-3 that
expired on January 22, 2011, the third anniversary of its initial
effective date.

The summary of the terms of the Amendment is available at no
charge at http://ResearchArchives.com/t/s?7285

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company's balance sheet at Sept. 30, 2010, showed
$34.19 million in total assets, $36.92 million in total current
liabilities, $28.87 million in long-term interest payable to
stockholder, $34.86 million in long-term debt to stockholder,
$118,000 in other long-term liabilities, and a stockholders'
deficit of $75.20 million.

PMB Helin Donovan LLP expressed substantial doubt about Valence
Technology's ability as a going concern following the Company's
fiscal 2010 results.  The Company has incurred operating losses
each year since its inception in 1989 and had an accumulated
deficit of $581 million as of March 31, 2010.  For the fiscal
years ended March 31, 2010, 2009, and 2008 the Company sustained
net losses available to common stockholders of $23.2 million,
$21.4 million, and $19.6 million, respectively.


VALLEY COUNTRY: Members Have Deal to Save Golf Club
---------------------------------------------------
John Howell at The Warwick Beacon in Warwick, Rhode Island,
reports that Ronald Diodati and a group of members came up with a
plan to buy Centreville Bank and save Valley Country Club from
foreclosure that will take place on Jan. 28, 2011.  The bank is
Valley Country's major creditors

According to the report, on Dec. 29, U.S. Bankruptcy Court Judge
Arthur Votolato heard the members' plan and set a hearing to argue
the value of the real estate.  At the hearing the two parties were
to offer appraised values for the property.  Centreville and the
group of members, several of who had made pledges of $150,000
each, later reached an agreement.  Owed $4.8 million, the bank
agreed to a payment of $3.1 million.

The Warwick Beacon notes that the $3.1 million bank payment is
consistent with what Andrew Richardson, a club member and attorney
representing the members, said the property was worth in December.
At that hearing, Richardson offered an appraisal of $3.3 million
that would leave the bank with $3.05 million after Warwick taxes
were paid.

Valley Country Club operates a private golf facility.  Valley
Country Club filed for Chapter 11 bankruptcy protection in March
2010.  The Company estimated assets of $100,001 to $500,000.
Valley Country Club owes $5.5 million, consisting of a $4.5
million owed to Centreville Bank; $600,000 owed to bond holders;
and $300,000 owed to general creditors.


VITESSE SEMICONDUCTOR: Stockholders OK 2011 Stock Purchase Plan
---------------------------------------------------------------
On January 19, 2011, the stockholders of Vitesse Semiconductor
Corporation approved the Vitesse Semiconductor Corporation 2011
Employee Stock Purchase Plan at the Annual Meeting of
Stockholders.  The ESPP was previously approved by Vitesse's board
of directors, upon recommendation by the Company's Compensation
Committee, subject to stockholder approval at the Annual Meeting.

The ESPP provides a means by which eligible employees of the
Company and its designated subsidiaries may be given an
opportunity to purchase shares of the Company's common stock at a
discount using payroll deductions.  The ESPP authorizes the
issuance of up to 2,500,000 shares of the Company's common stock.
The ESPP has two portions-one portion for employees in the United
States and one portion for international employees.  The number of
shares of common stock available for issuance and purchase under
the portion of the ESPP for United States employees will be 2.5
million shares of common stock less the number of shares of common
stock used for the employee stock purchase programs for employees
outside the United States, and is subject to adjustment as
provided in the ESPP for stock splits, stock dividends,
recapitalizations and other similar events.

The portion of the ESPP for employees in the United States is
intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended.  The
Board designated the Committee to serve as the ESPP administrator.
Under the ESPP, unless the Committee determines higher
percentages, the Company will initially sell shares to
participants at a price equal to the lesser of 85% of the fair
market value of a share of common stock on (i) the first trading
day of the purchase period set by the Committee or (ii) the
purchase date.

Persons eligible to participate in the ESPP include employees of
the Company and its designated subsidiaries who are customarily
employed by the Company or its designated subsidiaries for more
than 20 hours per week, who have been employed for at least six
months prior to enrolling in the ESPP, and who, immediately upon
purchasing shares under the ESPP, would own directly or
indirectly, an aggregate of less than five% of the total combined
voting power or value of all outstanding shares of all classes of
stock of the Company or any subsidiary.

At the Annual Meeting, there were 21,437,558 shares represented to
vote either in person or by proxy, or 89.37% of the outstanding
shares, which represented a quorum.

Christopher R. Gardner, Steve P. Hanson, James H. Hugar, G. Grant
Lyon, Edward Rogas, Jr. and G. William LaRosa were elected as
directors for a term of one year.

The ESPP was approved with 8,917,028 votes in favor, 1,003,473
votes against, 27,377 abstentions and 11,489,680 broker non-votes.

BDO USA, LLP was ratified as the Company's independent registered
public accounting firm for the fiscal year ending September 30,
2011 with 21,224,080 votes in favor, 185,372 votes against and
28,106 abstentions.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company's balance sheet at Sept. 30, 2010, showed
$97.53 million in total assets, $118.73 million in total
liabilities, and a stockholders' deficit of $21.20 million.


VIVAKOR INC: McGladrey & Pullen Resigns as Accountant
-----------------------------------------------------
Effective January 17, 2011, McGladrey & Pullen LLP resigned as the
independent registered public accounting firm for Vivakor, Inc.

The reports of McGladrey on the Company's consolidated financial
statements for the Company's fiscal years ending December 31, 2009
and 2008 did not contain any adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that there was an
explanatory paragraph describing conditions that raised
substantial doubt about the Company's ability to continue as a
going concern.  The decision to change accountants was approved by
the Company's Board of Directors.

During the Company's two most recent fiscal years and any
subsequent interim period preceding McGladrey's resignation, there
were no disagreements, as such term is described in Item
304(a)(1)(iv) of Regulation S-K, with McGladrey 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 McGladrey, would have caused
McGladrey to make reference to the subject matter of the
disagreements in connection with any reports it would have issued,
and there were no "reportable events" as such term is described in
Item 304(a)(1)(v) of Regulation S-K.

Effective January 17, 2011, Squar, Milner, Peterson, Miranda &
Williamson, LLP was engaged to serve as the Company's new
independent registered public accounting firm.  The engagement of
Squar Milner as the Company's new independent registered public
accounting firm was approved by the Company's Board of Directors.
Neither the Company, nor anyone on its behalf, consulted Squar
Milner during the Company's two most recent fiscal years and any
subsequent interim period prior to the Company's engagement of
Squar Milner regarding any of the matters set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.

                         About Vivakor Inc.

Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary
research company that develops products in the fields of molecular
medicine, electro-optics, biological handling and natural and
formulary compounds.

The Company's balance sheet at September 30, 2010, showed
$2.65 million in total assets, $2.66 million in total liabilities,
and a stockholders' deficit of $11,602.

As reported in the Troubled Company Reporter on April 9, 2010,
McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed
substantial doubt about Vivakor, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company's ability to become a
profitable operating company is dependent upon obtaining financing
adequate to fulfill its research and market introduction
activities, and achieving a level of revenues adequate to support
the Company's cost structure.


WARNER MUSIC: Amends Restricted Stock Awards Pacts with Officers
----------------------------------------------------------------
Warner Music Group Corp. and each of Edgar Bronfman, Jr., the
company's Chairman and CEO, and Lyor Cohen, Vice Chairman, Warner
Music Group and Chairman and CEO, Recorded Music-Americas and the
U.K, have entered into amendments dated as of January 18, 2011 to
their respective restricted stock award agreements previously
entered into with the Company on March 15, 2008.  In accordance
with the terms of the Warner Music Group Corp. 2005 Amended and
Restated Omnibus Award Plan, the Compensation Committee of the
Company's Board of Directors approved, and the Amendments provide,
among the other changes, revised performance vesting criteria with
respect to the restricted stock awards granted in fiscal 2008 to
Mr. Bronfman and Mr. Cohen.  Specifically, the performance
criteria were modified to lower the per-share price hurdles and to
adjust the percentage of shares subject to each price hurdle.  In
addition, with respect to Mr. Cohen, the Compensation Committee
determined to remove the performance vesting criteria for a
portion of his restricted stock awards.

                         Edgar Bronfman, Jr.

With respect to the 2,750,000 shares of restricted stock granted
to Mr. Bronfman in fiscal 2008, all the shares will continue to
generally vest based on a double trigger that includes achievement
of both service and performance criteria.  Prior to the
modifications adopted by the Compensation Committee, the
performance vesting criteria for the 2,750,000 shares of
restricted stock granted to Mr. Bronfman in fiscal 2008 were as
follows:

   -- 650,000 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $10.00 per share over 60 consecutive trading days;

   -- 650,000 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $13.00 per share over 60 consecutive trading days;

   -- 650,000 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $17.00 per share over 60 consecutive trading days; and

   -- 800,000 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $20.00 per share over 60 consecutive trading days.

After the modifications adopted by the Compensation Committee, the
performance vesting criteria for Mr. Bronfman's 2,750,000 shares
of restricted stock have been revised as follows:

   -- 825,000 shares, vesting upon the Company achieving an
      average closing stock price of at least $7.00 per share over
      60 consecutive trading days;

   -- 825,000 shares, vesting upon the Company achieving an
      average closing stock price of at least $8.00 per share over
      60 consecutive trading days;

   -- 550,000 shares, vesting upon the Company achieving an
      average closing stock price of at least $9.00 per share over
      60 consecutive trading days; and

   -- 550,000 shares, vesting upon the Company achieving an
      average closing stock price of at least $10.00 per share
      over 60 consecutive trading days.

Mr. Bronfman's restricted stock award agreement has also been
modified to clarify that the performance criteria will be
equitably adjusted by the Compensation Committee in the event of
any future stock or extraordinary cash dividend or other
recapitalization transaction with respect to the Company's common
stock.  In the case of an extraordinary cash dividend, the price
hurdles will be adjusted to reflect a reduction equal to the per
share amount of any such extraordinary dividend.

The time vesting criteria remain the same as applicable since the
original grant date - 20% a year for five years.  Accordingly, the
time vesting criteria for 20% of the restricted shares were
achieved on March 14, 2009 and for an additional 20% of the
restricted shares on March 14, 2010 and, with respect to the
remaining 60% of the restricted shares, the time vesting criteria
will be satisfied in 20% installments on each of March 14, 2011,
March 14, 2012 and March 14, 2013, respectively, subject to Mr.
Bronfman's continued employment with the Company through such
dates.

Other than with respect to the changes highlighted above, the
terms of Mr. Bronfman's restricted stock awards remain unchanged.
The restricted stock award agreement, dated as of March 15, 2008,
by and between the Company and Mr. Bronfman was previously filed
with the SEC as Exhibit 10.3 to the Company's Current Report on
Form 8-K filed on March 17, 2008.

                             Lyor Cohen

With respect to the 1,750,000 shares of restricted stock granted
to Mr. Cohen in fiscal 2008, 250,000 shares will continue to
generally vest based on a double trigger that includes achievement
of both service and performance criteria.  The remaining 1,500,000
restricted shares will be subject only to time vesting.

Prior to the modifications adopted by the Compensation Committee,
the performance vesting criteria applied to all 1,750,000 shares
of restricted stock granted to Mr. Cohen in fiscal 2008 and were
as follows:

   -- 413,666 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $10.00 per share over 60 consecutive trading days;

   -- 413,667 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $13.00 per share over 60 consecutive trading days;

   -- 413,667 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $17.00 per share over 60 consecutive trading days; and

   -- 509,000 shares, would have been eligible to vest upon the
      Company achieving an average closing stock price of at least
      $20.00 per share over 60 consecutive trading days.

After the modifications adopted by the Compensation Committee, the
performance vesting criteria apply only to 250,000 of Mr. Cohen's
1,750,000 shares of restricted stock and such performance criteria
have been revised as follows:

   -- 125,000 shares, vesting upon the Company's achieving an
      average closing stock price of at least $7.00 per share over
      60 consecutive trading days; and

   -- 125,000 shares, vesting upon the Company's achieving an
      average closing stock price of at least $8.00 per share over
      60 consecutive trading days.

Mr. Cohen's restricted stock award agreement has also been
modified to clarify that the performance criteria will be
equitably adjusted by the Compensation Committee in the event of
any future stock or extraordinary cash dividend or other
recapitalization transaction with respect to the Company's common
stock.  In the case of an extraordinary cash dividend, the price
hurdles will be adjusted to reflect a reduction equal to the per
share amount of any such extraordinary dividend.

The time vesting criteria for the 250,000 shares of restricted
stock still subject to performance criteria remain the same as
applicable since the original grant date - 20% a year for five
years.  Accordingly, the time vesting criteria for 20% of these
restricted shares were achieved in fiscal 2009 on March 14, 2009
and, for an additional 20% of these restricted shares on March 14,
2010, and, with respect to the remaining 60% of these restricted
shares, the time vesting criteria will be satisfied in 20%
installments on each of March 14, 2011, March 14, 2012 and
March 14, 2013, respectively, subject to Mr. Cohen's continued
employment with the Company through such dates.

The remaining 1,500,000 shares of restricted stock will no longer
be subject to any performance vesting criteria, but will continue
to be subject to time vesting criteria as follows:

   -- 1,250,000 shares will be subject to the same time vesting
      criteria as applicable since the original grant date - 20% a
      year for five years.  Therefore, since the time vesting
      criteria for 20% of these restricted shares were achieved on
      March 14, 2009 and for an additional 20% of these restricted
      shares on March 14, 2010, 500,000 of these shares are now
      fully vested.  With respect to the remaining 750,000 shares
      covered by this tranche, 250,000 shares will vest on each of
      March 14, 2011, March 14, 2012 and March 14, 2013,
      respectively, subject to Mr. Cohen's continued employment
      with the Company through such dates; and

   -- 250,000 shares will vest 100% on March 1, 2014, subject to
      Mr. Cohen's continued employment with the Company through
      such date.

Other than with respect to the changes highlighted above, the
terms of Mr. Cohen's restricted stock awards remain unchanged.
The restricted stock award agreement, dated as of March 15, 2008,
by and between the Company and Mr. Cohen was previously filed with
the SEC as Exhibit 10.3 to the Company's Current Report on Form 8-
K filed on March 19, 2008.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at June 30, 2010, showed $3.65 billion
in total assets, $3.82 billion in total liabilities, and
a stockholders' deficit of $174 million.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


WARNER MUSIC: Edgar Bronfman Discloses 7.9% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 24, 2011, Edgar Bronfman, Jr. disclosed that
he beneficially owns 12,419,989 shares of common stock of Warner
Music Group Corp. representing 7.9% of the shares outstanding.
As of January 6, 2011, there were 154,963,276 shares outstanding
of the Company, as disclosed in its proxy statement filed on
January 11, 2011.

Mr. Bronfman owns directly 4,050,199 Shares and has sole voting
and sole dispositive power over such Shares.  In addition, Mr.
Bronfman has the sole power to vote 2,750,000 restricted Shares,
but does not have dispositive power over such Shares.  He also may
be deemed to have sole voting and sole dispositive power over
1,100,000 Shares issuable upon the exercise of stock options that
are currently exercisable and 550,000 Shares issuable upon
exercise of stock options that become exercisable on March 14,
2011.

Mr. Bronfman may be deemed to have shared voting and shared
dispositive power over 3,969,790 Shares owned by three trusts for
the benefit of Mr. Bronfman or a member of his immediate family,
of which Mr. Bronfman is a trustee.  Mr. Bronfman disclaims
beneficial ownership of such Shares except to the extent of his
pecuniary interest.

Because of the stockholders agreement among affiliates of Thomas
H. Lee Partners, L.P., affiliates of Bain Capital Investors, LLC,
affiliates of Providence Equity Partners, Inc., Mr. Bronfman and
certain other parties, THL, Bain Capital, Providence and Mr.
Bronfman are deemed to be a group pursuant to Rule 13d-5(b)(1) of
the Securities Exchange Act of 1934, as amended, with respect to
the Common Stock.  The aggregate number of Shares beneficially
owned by the Investor Group as of January 24, 2011 represents a
majority of the outstanding Shares.

Mr. Bronfman has been advised that, as of January 24, 2011, THL
may be deemed to beneficially own an aggregate of 56,353,539
Shares, representing approximately 36.4% of the outstanding
Shares, Bain Capital may be deemed to beneficially own an
aggregate of 24,090,064 Shares, representing approximately 15.5%
of the outstanding Shares, and Providence may be deemed to
beneficially own an aggregate of 12,905,391 Shares, representing
approximately 8.3% of the outstanding Shares.

As reported in the Initial Statement, on March 15, 2008, the
Company granted Mr. Bronfman 2,750,000 performance-based
restricted Shares pursuant to a restricted stock award agreement
dated as of March 15, 2008.  The Company and Mr. Bronfman have
entered into an amendment dated as of January 18, 2011 to his
restricted stock award agreement.  In accordance with the terms of
the Warner Music Group Corp. 2005 Amended and Restated Omnibus
Award Plan, the Compensation Committee of the Company's Board of
Directors approved, and the Amendment provides revised performance
vesting criteria with respect to the restricted stock awards
granted in 2008 to Mr. Bronfman.  Specifically, the performance
criteria were modified to lower the per-Share price hurdles and to
adjust the percentage of Shares subject to each price hurdle.

The restricted Shares will continue to generally vest based on a
double trigger that includes achievement of both service and
performance criteria.

Prior to the modifications adopted by the Compensation Committee,
the performance vesting criteria for the 2,750,000 Shares of
restricted stock granted to Mr. Bronfman in 2008 were as follows:

   * 650,000 Shares, would have been eligible to vest upon the
     Company achieving an average closing stock price of at least
     $10.00 per share over 60 consecutive trading days;

   * 650,000 Shares, would have been eligible to vest upon the
     Company achieving an average closing stock price of at least
     $13.00 per share over 60 consecutive trading days;

   * 650,000 Shares, would have been eligible to vest upon the
     Company achieving an average closing stock price of at least
     $17.00 per share over 60 consecutive trading days; and

   * 800,000 Shares, would have been eligible to vest upon the
     Company achieving an average closing stock price of at least
     $20.00 per share over 60 consecutive trading days.

After the modifications adopted by the Compensation Committee, the
performance vesting criteria for Mr. Bronfman's 2,750,000 Shares
of restricted stock have been revised as follows:

   * 825,000 Shares, vesting upon the Company achieving an average
     closing stock price of at least $7.00 per share over 60
     consecutive trading days;

   * 825,000 Shares, vesting upon the Company achieving an average
     closing stock price of at least $8.00 per share over 60
     consecutive trading days;

   * 550,000 Shares, vesting upon the Company achieving an average
     closing stock price of at least $9.00 per share over 60
     consecutive trading days; and

   * 550,000 Shares, vesting upon the Company achieving an average
     closing stock price of at least $10.00 per share over 60
     consecutive trading days.

Mr. Bronfman's restricted stock award agreement has also been
modified to clarify that the performance criteria will be
equitably adjusted by the Compensation Committee in the event of
any future stock or extraordinary cash dividend or other
recapitalization transaction with respect to the Company's common
stock.  In the case of an extraordinary cash dividend, the price
hurdles will be adjusted to reflect a reduction equal to the per
share amount of any such extraordinary dividend.

The time vesting criteria remain the same as applicable since the
original grant date -20% a year for five years.  Accordingly, the
time vesting criteria for 20% of the restricted Shares were
achieved on March 14, 2009 and for an additional 20% of the
restricted shares on March 14, 2010 and, with respect to the
remaining 60% of the restricted Shares, the time vesting criteria
will be satisfied in 20% installments on each of March 14, 2011,
March 14, 2012 and March 14, 2013, respectively, subject to Mr.
Bronfman's continued employment with the Company through such
dates.

In June 2010, Mr. Bronfman was part of a trial in the Trial Court
in Paris involving six other individuals, including the former
Chief Executive Officer, Chief Financial Officer, and Chief
Operating Officer of Vivendi Universal.  The other individuals
faced various criminal charges and civil claims relating to
Vivendi, including Vivendi's financial disclosures, the
appropriateness of executive compensation, and trading in Vivendi
stock.  Mr. Bronfman was formerly the Vice Chairman of Vivendi and
faced a charge and claims relating to certain trading in Vivendi
stock in January 2002.

At the trial, the public prosecutor and the lead civil claimant
both took the position that Mr. Bronfman should be acquitted.  On
January 21, 2011, the court found Mr. Bronfman guilty of the
charge relating to his trading in Vivendi stock, found him not
liable to the civil claimants, and imposed a fine of 5 million
euros and a suspended sentence of 15 months.  Mr. Bronfman intends
to appeal the verdict and believes that his trading in Vivendi
stock was proper.  Under French law, the penalty is suspended
pending the final outcome of the case.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

The Company's balance sheet at June 30, 2010, showed $3.65 billion
in total assets, $3.82 billion in total liabilities, and
a stockholders' deficit of $174 million.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services on Aug. 13, 2010, revised its rating outlook on
Warner Music Group Corp. to negative from stable.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.  "The revised outlook reflects continued revenue and
EBITDA declines amid a light album release schedule and ongoing
challenges in maintaining profitability levels due to the digital
transition taking place within the industry, notwithstanding
vigilant cost management," said Standard & Poor's credit analyst
Michael Altberg.

As reported by the TCR on October 4, 2010, Fitch affirmed these
ratings: Warner Music Group Corp. (IDR at 'BB-'.); WMG Holdings
Corp. (IDR at 'BB-'; and -- Unsecured notes at 'B'); and WMG
Acquisition Corp. (IDR at 'BB-'; Secured notes at 'BB';
Subordinated notes at 'B+').

Fitch's ratings are supported by WMG's market position as the
third largest music distributor/label, with a 20% market share
according to Nielsen SoundScan.  Fitch said liquidity is
sufficient, as the company generates sufficient cash to support
operations and capital expenditures.  As of June 30, 2010, WMG had
$400 million in consolidated cash and cash equivalents (including
$176 million of cash at the parent holding company).  There are no
maturities until 2014, when approximately $900 million in
subordinated debt (including WMG Holdings Corp. notes) are due.

Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.


WASTE2ENERGY: Terminates Agreement with Quantum Solutions
---------------------------------------------------------
On November 3, 2010 Waste2Energy Holdings, Inc. and Quantum
Solutions Technology Ventures Inc. entered into a letter of intent
and term sheet.  When the LOI was executed, the completion of the
transactions was contingent upon the completion of due diligence
by all parties and the negotiation and execution of definitive
agreements.  Despite repeated attempts, the Company has not been
able to complete its due diligence review of QSTV.  As a result,
the Company sent a notice of termination of the LOI to QSTV on
January 14, 2011.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                             Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WAVERLY GARDENS: Hearing to Dismiss Case Continued Until Feb. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has continued until February 15, 2011, at 11:00 a.m., the hearing
to consider the request to dismiss the Chapter 11 cases of Waverly
Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC.

As reported by the Troubled Company Reporter on November 17, 2010,
the Court continued until November 23, 2010, at 11:00 a.m., the
hearing to consider the request to dismiss the Debtors' cases.

The TCR reported on April 27, 2010, that Richard F. Clippard, the
U.S Trustee for Region 8, asked the Court to dismiss the Debtors'
Chapter 11 cases because the Debtors failed to file monthly
operating reports since December 31, 2009, until the present.  The
U.S. Trustee added that without timely operating reports, he
cannot determine the exact amount of quarterly fees due, because
this amount is calculated based upon information contained in the
monthly operating reports.

TCR reported on October 17, 2008, that the U.S Trustee also sought
for the dismissal of the Debtors' case because of their failure to
file: (i) schedules of assets and liabilities; (ii) statement of
financial affairs; (iii) attorney fee disclosure statement; and
(iv) list of equity security holders.

The Debtors objects to the U.S. Trustee's request to have their
cases dismissed.  The Debtors concede that they are delinquent in
filing certain of their monthly operating reports.  The Debtors
say that this is, in part, due to the fact that the Debtors'
outside CPA had limited time to devote to the reports during the
first quarter of the year due to tax season.  Since the filing of
the U.S. Trustee's motion, the Debtors have filed their January
2010 operating report and anticipate filing the February, and
possibly March reports prior to the hearing.  The Debtors have
filed a joint plan of reorganization with First Tennessee Bank,
N.A., its primary secured lender.  Under the proposed plan, all
U.S. Trustee's quarterly fees would be paid on the Effective Date
of the plan.  The Debtors aver that the plan has a substantial
likelihood of being confirmed.

                About Waverly Gardens of Memphis

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

Waverly Gardens estimated assets at $10 million to $50 million,
and debts at $1 million to $10 million.  Kirby Oaks estimated
assets and debts at $1 million and $10 million.


WESTMORELAND COAL: Moody's Junks Rating on Proposed $150MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Westmoreland
Coal Company's proposed $150 million senior secured notes.
Moody's also assigned a Caa1 Corporate Family Rating, a Caa1
Probability of Default rating, and an SGL-3 Speculative Grade
Liquidity rating, reflecting adequate liquidity.  The rating
outlook is stable.  The company intends to use the net proceeds
from this offering to pay all accrued and unpaid dividends on its
Series A preferred stock, to repay certain indebtedness, to retire
approximately $2.7 million of the outstanding principal owed on
the senior secured convertible notes and for general corporate
purposes. This is the first time that Moody's has rated the debt
of WLB.

Rating Assignments:

Issuer: Westmoreland Coal Company

  -- Corporate Family Rating, Assigned Caa1
  -- Probability of Default Rating, Assigned Caa1
  -- Speculative Grade Liquidity Rating, Assigned SGL-3
  -- Senior secured Regular Bond/Debenture, Assigned Caa2 (LGD4,
     69%)

Moody's Caa1 CFR reflects WLB's aggressive amount of debt pro
forma for the proposed financing, significant heritage health
benefit costs, and concentrated operations in the Northern Powder
River Basin coal region.  The company has a high degree of
customer concentration, its mines generally have a short reserve
life, and WLB is seeking to expand its coal reserves, which could
add financial risk.  Operating risk inherent in the coal mining
industry and the company's history of large operating losses,
violation of debt covenants and going concern issues have also
been reflected in the ratings.

Moody's Caa2 rating for the senior secured notes reflects, in
addition to the aforementioned concerns, their structural
subordination to debt at Westmoreland Mining LLC or future
subsidiaries that are not, or will not be, guarantors of the
notes, as well as their effective subordination to WLB's asset-
based credit facility, which has a first-priority security
interest in accounts receivable, inventory, deposit accounts, and
cash and cash equivalents.  WML owns the Rosebud, Jewett, Beulah
and Savage mines and its assets generate the majority of WLB's
consolidated revenues and cash flow, but WML's debt agreements
place restrictions on dividends that can be paid to WLB.  In
Moody's opinion, these dividends are important to ensuring that
WLB has adequate cash for servicing the debt at WLB given the
narrow operating base of WLB's guarantor subsidiaries, which
include Westmoreland Resources Inc. and the power facility at
Westmoreland Energy LLC.  However, in the event all of the
outstanding obligations under the WML notes are repaid in full
or refinanced, WLB shall be required to cause WML and its
subsidiaries to become guarantors of the new notes and grant a
lien in all of the WML collateral.

The Caa1 CFR is supported by 425 million tons of coal reserves,
WLB's cost-plus long-term contracts, and adequate liquidity over
the next 12 months.

The company has a history of recurring operating losses, debt
covenant violations, and going concern issues.  However, the SGL-3
speculative grade liquidity rating reflects Moody's belief that
WLB will maintain an adequate liquidity profile over the next 12
months.  The company plans to enter into a new asset-based
revolving credit facility, maturing in 2014.  The facility size
will be approximately $20 million but availability will be less,
roughly $15 million after utilization for letters of credit.  Cash
on hand of approximately $48 million should be sufficient to cover
all cash requirements given the expectation of modest free cash
flow during this period.  At the same time, Moody's believes
compliance will be tight under WML's financial covenants over the
rating horizon, increasing the risk of a default under the rated
notes at WLB.

The stable outlook is supported by the company's contracted coal
position.  U.S. coal producers saw business conditions revive in
2010, but we expect relatively flat spot prices and subdued demand
in 2011.  Significant drawdowns have reduced peak inventories of
2009, but U.S. thermal coal stocks are still high and expected to
remain above historical averages in 2011.  However, the ratings
could be revised upward if WLB is able to demonstrate that it can
consistently generate positive free cash flow to debt of 1%-3%.
The ratings could come under pressure if the company experiences a
sustained period of lower coal prices and higher operating costs
during periods of high capital spending or if there is a
significant production shortfall from targeted levels.  The
ratings also could be lowered from higher than expected capital
expenditures, aggressive debt-financed acquisitions, impairment of
liquidity arrangements, or unanticipated shareholder-friendly
activities.

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

Based in Colorado Springs, CO, WLB is an energy company whose
operations include five surface coal mines in Montana, North
Dakota and Texas and two coal-fired power generating units with a
total capacity of 230 megawatts in North Carolina.


WHITEHALL AVENUE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Whitehall Avenue,LLC
        211 Teller Road
        Trumbull, CT 06611

Bankruptcy Case No.: 11-50100

Chapter 11 Petition Date: January 24, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

Estimated Assets: $0 to $50,000

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/ctb11-50100.pdf

The petition was signed by Steven A. Weil, member.


WLH INVESTMENTS: Court Confirms Amended Reorganization Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
confirmed WLH Investments, Inc.'s amended plan of reorganization,
along with the accompanying disclosure statement.

A hearing was held on January 12, 2011, to consider the
confirmation of the Plan.

The Court ruled that entities in possession of the Debtor's funds
will pay according to the plan, and that the Debtor will pay on
the effective date all pre-confirmation quarterly fees owed to the
U.S. Trustee.  The Reorganized Debtor will also pay post-
confirmation quarterly fees.

As reported by the Troubled Company Reporter on November 16, 2010,
the Debtor submitted to the Court a combined Chapter 11 Plan and
Disclosure Statement.  The Debtor related that through the sale of
Warehouse No. 7, it reduced its indebtedness to Compass Bank by
$1,368,827.  According to the Disclosure Statement, the Debtor
proposed to use the $289,488 from the sale of Warehouse 7 to
further reduce mortgage indebtedness on Warehouse No. 6.  The
Compass Bank lien on Warehouse 7 was cross collateralized with the
bank's other indebtedness.  The rental income on Warehouses 6 and
1 was expected to be sufficient to service and pay the balance of
the Debtor's debt.  Warehouse 1 is rented for $12,000 per month
which is sufficient to service the debt owed on this property,
while Warehouse No. 6 is being rented for $17,940 per month.
Willaim Hrncir, one of the owners of the Debtor, intended to apply
the proceeds of the sale of equipment from his business -- Laredo
Moving & Storage, Inc.

On December 14, 2010, the Debtor filed an amended combined Plan
and disclosure statement.  A copy of the amended combined Plan and
Disclosure statement is available for free at:

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

The Amended Combined Plan and Disclosure Statement states that
BBVA Compass Bank, a creditor of Debtor with liens securing its
indebtedness on Warehouse 7 and Warehouse 6, has recently agreed
to a plan of reorganization whereby the $289,488.97 netted by the
Debtor on the sale of Warehouse 7 will be used to pay off the
$17,522.25 remaining owed to Compass and which were secured by
Warehouse No. 7, then the other liens on Warehouse 6, and the Bank
will revise the loan documents for its remaining indebtedness so
that same are fully secured by a first lien on Warehouse No. 6.
The Bank will refinance the balance of its indebtedness at a 6%
per annum rate of interest, amortized for 12 years, with a balloon
payment due in five years.

The Amended Combined Plan and Disclosure Statement says that
Debtor reduced its indebtedness to Compass Bank by $1,368,827.44
through the sale of Warehouse 7.  It also reduced its pre petition
ad valorem tax debt and paid accrued 2009 and 2010 ad valorem
taxes on Warehouse 7 in the amount of $89,857.89.

The Debtor's principal remaining assets are Warehouse 6 which has
a county assessed value of $1,302,820.00, and Warehouse 1 which
has a county assessed value of $2,091,060.00.

BBVA Compass Bank's lien on Warehouse 7 cross collateralized with
the bank's other indebtedness on Warehouse No. 6.

The Debtor, with BBVA Compass Bank's consent, proposes to use the
$289,488.97 in net proceeds remaining from the sale of Warehouse 7
to pay off tax liens and the SBA lien on Warehouse 6, and then pay
the remaining balance of the $289,488.97 to BBVA Compass Bank.
Part of these proceeds will be used to pay approximately
$17,522.25 in debt that remained on the BBVA Compass Bank note
secured by Warehouse No. 7.  The payoff for BBVA Compass Bank
reported to the title company on this sale was understated by this
amount.

The rental income on Warehouses 6 and 1 should be sufficient to
service and pay the balance of the Company's debt.  Warehouse 1 is
rented for $12,000 per month which is sufficient to service the
debt owed on this property, while Warehouse No. 6 is being rented
for $17,940 per month.  Willaim Hrncir, one of the owners of the
Company has agreed to make up any shortfall in the taxes owed by
Debtor including the payment of the Debtor's 2010 ad valorem taxes
which total 107,162.03.

The Debtor sold Warehouse No. 7 for $1,805,000.  BBVA Compass
Banks real estate debts are cross collateralized.  The ad valorem
taxes for Warehouse 7 were paid from the gross proceeds of the
sale, and Debtor, with the Court's permission, used the net
proceeds to pay off nearly all of the debt owed on Warehouse 7.
There is a balance of $289,488.97 in net proceeds from the sale of
Warehouse No. 7.  The Debtor proposes to apply the $289,488.97 to
pay: (1) the SBA debt which is secured by a lien on Warehouse No.
6 ($108,911.23); (2) the 2009 ad valorem taxes owed on Warehouse
No. 6. ($23,721.24); and (3) the $17,522.25 in debt still owed on
warehouse No. 7.  This should leave a balance of approximately
$150,184.72 to be applied to the remainder of Compass Bank's
indebtedness.  The $150,184.72 will be paid to BBVA Compass Bank
to reduce the balance of the Debtor's indebtedness to BBVA Compass
Bank.

The Debtor's remaining indebtedness to BBVA Compass Bank debt will
be modified pursuant to the terms of the Memorandum Agreements.
The remaining BBVA Compass Bank debt will be secured by a first
lien on Warehouse No. 6, and will be repayable at 6% per annum
amortized for 12 years, with a five year balloon payment of the
balance owed on the note.  The Debtor will pay this amount from
monthly rental income on warehouse No. 6.

The Debtor will continue to pay the debt on Warehouse No. 1 from
rentals and as provided in the original mortgage note.

All pre petition ad valorem tax debt will be paid on the Effective
Date.

The Administrative Expenses of the Chapter 11 case are to be paid
in full on the Effective Date.

                  Treatment of Claims and Interests

As reported by the TCR on November 16, 2010, the original plan
proposed that for the secured claim of U.S. Small Business
Administration, the Debtor will pay a monthly amount of principal
and interest sufficient to pay the total indebtedness over 12
years at an interest rate of 7.25% per annum until the debt is
paid in full.  The $478,421 balance of the Compass Bank debt will
be paid monthly in the amount of principal and interest sufficient
to pay the total indebtedness over 12 years at an interest rate of
6.00% per annum until the debt is paid in full.  For the secured
claim of Juan Jose Carrillo, the Debtor will continue to make
monthly payments of principal and interest on this as originally
provided in the note establishing this claim, until the claim is
paid in full.  The payment will be made with the monthly rental
paid on the warehouse by Laredo moving & Storage, Inc.  For the
secured claim of Fifth Third Bank and DeLage Landen Financial
Services, the Debtor will continue to make regular monthly
pursuant to the terms of the note.

The Amended Combined Plan and Disclosure Statement says that:

Class 1 - Secured Claim of U.S. Small Business Administration.
          The Debtor will pay the balance owed on this claim in
          full on the Effective Date of the Plan from the
          remaining proceeds from the sale of Warehouse No. 7.
          The amount of this debt is $108,911.23 as of
          December 14, 2010.  It has an interest accrual amount of
          $21.30 per day.

Class 2 - Secured Claims of Compass Bank.  On the Effective Date
          the Debtor will pay to Compass Bank the remaining net
          proceeds from the sale of Warehouse 7, thereby reducing
          the Compass Bank Debt to $661,750.60 ($811,935.32 minus
          $150,184.72 = $661,750.60).  The modification agreements
          provide that beginning on the February 1, 2011, Debtor
          will pay the combined $661,750.603 balance of the
          Compass Bank debt by making monthly payment of in the
          amount of principal and interest sufficient to pay the
          total indebtedness over twelve years at an interest rate
          of 6.00% per annum, with a balloon payment of the
          remaining balance due and payable on January 1, 2016.
          The monthly plan payment amount on this claim is
          $6,457.99.  The books and records of Compass Bank show
          an additional obligation of $144,024.29.  The Debtor
          believes that this obligation was paid in full in 2008.
          The parties are unable to resolve this portion of BBVA
          Compass Bank's claims and liens by agreement at this
          time, but will continue to seek a resolution through
          informal means.  Should Compass prevail on this
          additional claim, the $144,024.29 amount will be added
          to the modification agreements to $805,774.89, to be
          paid at 6% interest per annum, amortized for 12 years,
          with a five year balloon.  The monthly payment amount
          would then be $7,863.16.

Class 3 - Secured Claim of Juan Jose Carrillo.  The Debtor will
          continue to make monthly payments of principal and
          interest on this as originally provided in the note
          establishing this claim, until the claim is paid in
          full.  The payment will be made with the monthly rental
          paid on the warehouse by Laredo moving & Storage, Inc.
          The monthly plan payment amount on this claim is:
          $11,861.90

Class 4 - Secured Claims of Ad valorem taxing entities.  The
          Debtor will pay the balance owed on this claim in full
          on the Effective Date of the Plan from the remaining
          proceeds from the sale of Warehouse No. 7.  The Debtor
          will pay the balance owed on this claim in full on the
          Effective Date of the Plan from monies on deposit in the
          Debtor's DIP account with any additional monies required
          to satisfy these claims being paid by Mr. Hrncir.

Class 6 - Secured claim on Fifth Third Bank.  The Debtor will
          continue to make regular monthly payment of $534.63.

Class 7 - Secured claim on DeLage Landen financial Services.  The
          Debtor will continue to make regular monthly payment of
          $2,887.08.

Class 8 - General Unsecured Claims.  There are no unsecured
          claims.

Class 9 - The remaining class of creditor are the partners
          (interest holder) of the Debtor, Mr. Hrncir and wife,
          Laura Hrncir.  The partners will retain their
          partnership interests in the Debtor.

                    About WLH Investments, LTD

Laredo, Texas-based WLH Investments, LTD,  owns and rents three
warehouses.  The Company filed for Chapter 11 protection on July
6, 2010 (Bankr. S.D. Tex. Case No. 10-50167).  Carl Michael Barto,
Esq., at Law Office of Carl M. Barto, represents the Debtor.  The
Company disclosed $16,130,616 in assets and $3,490,481 in
liabilities as of Petition Date.


WOLVERINE PROCTOR: Court Grants Equitable Subordination
-------------------------------------------------------
Bankruptcy Judge Joan N. Feeney ruled in favor of Lynne F. Riley,
Chapter 7 Trustee of Wolverine, Proctor & Schwartz, LLC, on her
bid to equitably subordinate the $1.9 million Tencara LLC advanced
to the Debtor, to the claims of other creditors pursuant to 11
U.S.C. Sec. 510(c).

The case is Lynne F. Riley, Chapter 7 Trustee of Wolverine,
Proctor & Schwartz, LLC, v. Tencara, LLC, Adv. Pro. No. 07-1179
(Bankr. D. Mass.).  The issues presented before the Court include
whether Tencara is an "insider" of the Debtor, whether its debt
incurred on February 11, 2005 should be recharacterized as equity,
and whether it engaged in conduct warranting the equitable
subordination of its secured claim to the claims of all other
creditors of the Debtor's bankruptcy estate.

A copy of Judge Feeney's January 21, 2011 Memorandum is available
at http://is.gd/YyAeWXfrom Leagle.com.

Wolverine, Proctor & Schwartz, LLC, filed a voluntary Chapter 7
petition (Bankr. D. Mass. Case No. 06-10815) on April 1, 2006.  In
its amended Schedules, the Debtor disclosed assets of
$3,921,390.50 and debts of $6,645,092.74.


XODTEC LED: Reports $795,500 Net Loss in November 30 Quarter
------------------------------------------------------------
Xodtec LED, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $795,496 on $335,427 of revenue for the
three months ended November 30, 2010, compared with a net loss of
$732,993 on $250,035 of revenue for the same period a year ago.

Xodtec LED reported a net loss of $2.25 million on $823,865 of
revenue for the nine months ended November 30, 2010, compared with
a net loss of $1.95 million on $739,849 of revenue for the same
period a year ago.

The Company's balance sheet at November 30, 2010, showed
$2.05 million in total assets, $3.44 million in total liabilities,
and a $1.38 million stockholders' deficit.

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

                         About Xodtec LED

Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a
Nevada corporation incorporated on November 29, 2006, under the
name Sparking Events, Inc.  On June 28, 2009, the Company's
corporate name was changed to "Xodtec Group USA, Inc." and on
May 17, 2010, the Company's corporate name was changed to "Xodtec
LED, Inc."

The Company, through its subsidiaries, is engaged in the design,
marketing and selling of advanced lighting solutions which are
designed to use less energy and have a longer life than
traditional incandescent, halogen, fluorescent light sources.  The
Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.;
Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are
organized under the laws of the Republic of China (Taiwan).  The
Company also owns a 35% interest in Radiant Sun Development S.A.,
a company organized under the laws of the Independent State of
Samoa.


ZOO-KONCEPTS: Court OKs Zoo-Kini's Sale to Rodeny Warren
--------------------------------------------------------
Walt-Nett at Avalanche-Journal reports that a federal bankruptcy
judge confirmed the sale of Zoo-Kini's restaurant in Abilene to
Brownfield-based businessman Rodney Warren.  Mr. Warren offered
$318,000 for the restaurant.  There were no overbids after his
initial offer was submitted.

Based in Lubbock, Texas, Zoo-Koncepts LLC dba Zoo-Kini's Soups,
Salads & Grill filed for Chapter 11 bankruptcy protection on Nov.
30, 2010 (Bankr. N.D. Tex. Case No. 10-50552).  Judge Robert L.
Jones presides the Debtor's case.  Max Ralph Tarbox, Esq., at
Tarbox Law P.C. represents the Debtor in its restructuring
efforts.  The Debtor estimated assets of between $100,000 and
$500,000, and debts of between $1 million and $10 million.


* Goldman Sachs Sees Bankruptcies in Dry Bulk Shipping Market
-------------------------------------------------------------
Claudia Carpenter at Bloomberg News reports that Goldman Sachs
Group Inc. said in a report that the dry bulk shipping market may
have bankruptcies if spot rates remain depressed.  Shipping banks
may further reduce loan exposure to the dry bulk industry, making
financing for second-hand vessels more difficult, or more
expensive, causing a drop in ship values, Goldman analyst Hugo
Scott-Gall wrote in a report dated January 26.  "Counterparty
risks remain high in the dry bulk industry," Scott-Gall wrote,
after Korea Line stated it was filing for receivership.


* U.S. Transportation Network Next Victim to Recession
------------------------------------------------------
William Selway at Bloomberg News reports the U.S. transportation
network for cars and trucks may be the next victim of the fiscal
crisis sweeping the country.  The recession and the slow-paced
recovery have left states facing deficits that may surpass
$140 billion in the next fiscal year, with only $6 billion in
federal Recovery Act funds remaining to help close the gaps, the
Center on Budget and Policy Priorities said last week in a report.

Mr. Selway added that politicians elected amid a Republican surge
in November are preaching fiscal restraint to rein in spending and
keep higher taxes at bay.  Federal economic-stimulus programs,
which provided $26.6 billion for roads, are ending.

State budget crises, including in New York, New Jersey, Michigan
and California, are forcing a cut on spending for roads, Mr.
Selway said.  He cites that New Jersey, Governor Chris Christie is
holding back on spending increases as he tries to replenish the
state's transportation trust fund, which is projected to run out
of money for new projects this year as debt payments use up its
entire $895 million in annual revenue.


* Canada to Develop Resolution System for Banks
-----------------------------------------------
John Greenwood and Barbara Shecter, writing for the Financial
Post, in Canada, report that the country's top financial regulator
has made it a "huge priority" to compel the country's banks to
draw up so-called living wills explaining how their operations
could be dismantled in the event of failure.

In an interview with the Financial Post, Julie Dickson, the
Superintendent of Financial Institutions, said some of the biggest
banks have completed the task, part of a broader initiative aimed
at demonstrating how the financial system could continue to
function without government bailouts in the event of a meltdown.

According to the Financial Post, the Office of the Superintendent
of Financial Institutions is intent on developing what Ms. Dickson
called a "resolution system" for banks, essentially a road map
laying out how to deal with the collapse of an institution without
it bringing down the rest of the financial system and without the
need for direct government support.

Ms. Dickson said the living will project has been underway for at
least a year, and some have been completed, the report relates.


* Cantor Opposes Bankruptcy, Federal Bail-Out for States
--------------------------------------------------------
James Rowley at Bloomberg News reports that U.S. House Majority
Leader Eric Cantor said states shouldn't be allowed to restructure
their debts in bankruptcy-like proceedings.  He added that federal
bail-outs -- an option raised by some parties to help states
address their fiscal crisis -- are also unnecessary.  Mr. Cantor
said states can address their "fiscal ills" by cutting spending or
raising additional revenue.

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Newt Gingrich, the former speaker of the House of
Representatives, is pushing for legislation that would allow U.S.
states to file for bankruptcy.  Mr. Gingrich, a Republican party
figure and a potential presidential candidate for 2012, told
Reuters that the legislation will likely be introduced in Congress
within the next month.  Mr. Gingrich has championed on a move to
change federal law that would let states file for bankruptcy in
order to handle their long-term budget problems despite resistance
from states and investors in the $2.8 trillion municipal bond
market.  Currently, Chapter 9 of the Bankruptcy Code, which allows
Cities, counties and other units of local government units to
restructure their debts, doesn't include states.

According to Bloomberg, Bill Lockyer, the Democratic state
treasurer of California, called Mr. Gingrich's idea "a cynical
proposal intended to incite a panicked response to a phony
crisis."  In a conference call with reporters, Mr. Lockyer said,
"No state wants to declare bankruptcy, no state needs to declare
bankruptcy and no state would."  California has a budget deficit
of roughly $20 billion a year.

States have reported $140 billion of budget gaps for fiscal 2012
as the worst recession since the 1930s cut tax receipts by the
largest amount on record, Bloomberg News reported, citing the
Center on Budget and Policy Priorities, a Washington research
group.

Bloomberg adds that with federal payments under the 2009 economic
stimulus law coming to an end, states must find new ways to meet
their fiscal obligations.  Fewer than half of state pension funds
had assets to pay for 80% of promised benefits in the 2009 fiscal
year, according to data compiled by Bloomberg.

The Republican party won control of the House in mid-term
elections in November.  However, Democrats still control the
Senate and the White House.

           Senators Looking Into Bankruptcy Option

Bankruptcy Law360 reports that Republican senators Tuesday were
reportedly looking into a bankruptcy option for ailing state
governments even as a House Republican leader and several state
officials pooh-poohed the idea.  "We're exploring that as a
responsible option," Sen. John Cornyn, R-Texas, told reporters
Tuesday, according to Reuters, Law360 says.

Meanwhile, Bankruptcy Law360 reports that lawmakers and other
observers said that as Congress prepares to explore bankruptcy as
an option for relieving burgeoning state debt burdens, a proposal
that would allow states to declare bankruptcy may already be
impossible due to certain constitutional impediments.


* BOOK REVIEW: Legal Aspects of Health Care Reimbursement
---------------------------------------------------------
Authors:  Robert J. Buchanan, Ph.D., and James D. Minor, J.D.
Publisher: Beard Books
Softcover: 300 pages
List Price: $34.95
Review by Henry Berry

With Legal Aspects of Health Care Reimbursement, Buchanan, a
professor in the School of Public Health at Texas A&M, and Minor,
an attorney, have come up with an invaluable resource for lawyers
and anyone else seeking an introduction to the legal and social
issues related to Medicare and Medicaid.  The administrative costs
of Medicare and Medicaid reimbursement have been a heated topic of
debate among public officials and administrators of provider
healthcare organizations, especially health maintenance
organizations.  Although inflation and the use of costly medical
technology are key factors in the rise in Medicare and Medicaid
costs, some control can be gained through appropriate compliance,
using more efficient procedures and better detection of fraud.
This work is a major guide on how to go about doing this.

Though mostly a legal treatise, Legal Aspects of Health Care
Reimbursement, first published in 1985, also offers commentary
through legislative and regulatory analyses, thereby explaining
how healthcare reimbursement policies affect the solvency and
effectiveness of the Medicare and Medicaid programs.

In discussing how legislation and regulations affect the solvency
and effectiveness of government-provided healthcare, the authors
offer insight into the much-publicized and much-discussed issue of
runaway healthcare costs.  Mr. Buchanan and Minor do not deny that
healthcare costs are out of control and are onerous for the
government and ruinous for many individuals.  But healthcare
reimbursement policies are not the cause of this, the authors
argue.  To make their case, they explain how the laws and
regulations in different areas of the Medicare and Medicaid
programs create processes that are largely invisible to the
public, but make the programs difficult to manage financially.
The processes are not well thought out nor subject to much quality
control, with the result that fraud is chronic and considerable.

The areas of Medicare covered in the book are inpatient hospital
reimbursement, long-term care, hospice care, and end-stage renal
disease.  The areas of Medicaid covered are inpatient hospital and
long-term care plus abortion and family planning services.  For
each of these areas, the authors discuss the conditions for
receiving reimbursement, the legislation and regulations regarding
reimbursement, the procedures for being reimbursed, the major
areas of reimbursement (for example, capital-related costs,
dietetic services, rental expenses); and court cases, including
appeals.  Reimbursement practices of selected states are covered.

For each of the major areas of interest, the chapters are
organized in a manner that is similar to that found in reference
books and professional journals for attorneys and accountants.
Laws and regulations are summarized and occasionally quoted with
expert background and commentary supplied by the authors.  With
regard to court cases and rulings pertaining to Medicare and
Medicaid, passages from court papers are quoted, references to
legal records are supplied, and analysis is provided.  Though the
text delves into legal issues, it is accessible to administrators
and other lay readers who have an interest in the subject matter.
Clear chapter and subchapter titles, a table of cases following
the text, and a detailed index enable readers to use this work as
a reference.

The value of this book is reflected in the authors' ability to
distill great amounts of data down to one readable text.  It
condenses libraries of government and legal documents into a
single work.  Answers to questions of fundamental importance to
healthcare providers -- those dealing with qualifications,
compliance, reimbursable costs, and appeals -- can be found in one
place.  Timely reimbursement depends on proper application of the
rules, which is necessary for a provider's sound financial
standing.  But the authors specify other reasons for writing this
book, to wit: "Providers should have a general knowledge of the
law and should not rely on manuals and regulations exclusively."
By summarizing, commenting on, and citing cases relating to
principal provisions of Medicare and Medicaid, the authors
accomplish this objective.

The authors also cover the topic of fraud with respect to both
Medicare and Medicaid, offering both a legal treatment and
commentary.  At the end of each chapter is a section titled
"Outlook," which contains a discussion of government studies,
changes in healthcare policy, or other developments that could
affect reimbursement.  Although this work was published over two
decades ago, much of this discussion is still relevant today.
Finally, the book is a call for change.  The authors remark in
their closing paragraph: "Given the increasing for-profit
orientation of the major segments of the health care industry,
proprietary providers should be particularly responsive to new
efficiency incentives" in reimbursement.  In relation to this,
"policymakers [should] develop reimbursement methods that will
encourage providers to become more efficient."

Robert J. Buchanan is currently a professor in the Department of
Health Policy and Management in the School of Rural Public Health
at the Texas A&M University System Health Sciences Center.  James
D. Minor, a former law professor at the University of Mississippi,
has his own law practice.

                           *********

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-
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are $25 each.  For subscription information, contact Christopher
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