TCR_Public/110201.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 1, 2011, Vol. 15, No. 31

                            Headlines

AIRTRAN HOLDINGS: Reports $1.92-Mil. Net Income for 4th Quarter
AMERICAN DIAGNOSTIC: Files for Chapter 11 in Chicago
AMERICAN DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
AMERICANWEST BANCORP: U.S. Trustee Forms 3-Member Creditors Panel
ANGIOTECH PHARMACEUTICALS: Files for Chapter 15 in Delaware

ANGIOTECH PHARMACEUTICALS: Chapter 15 Case Summary
ANGIOTECH PHARMACEUTICALS: CCAA Case Summary
ANGIOTECH PHARMACEUTICALS: Moody's Cuts PDR to 'D' on CCAA Filing
ARVINMERITOR INC: S&P Hikes Rating to 'B'; Outlook Stable
BAKER'S KEYBOARD: Receives Offers for Club

BEAR MOUNTAIN: Ex-NHL Player Won't Recoup Investment
BEST STAY: Voluntary Chapter 11 Case Summary
BLUEKNIGHT ENERGY: Swank Capital Disappointed With Proposed GTA
CALYPTE BIOMEDICAL: Posts $10.49MM Net Income in Sept. 30 Qtr.
CAMBRIDGE-LEE HOLDINGS: Unit Files Schedules of Assets and Debts

CAMBRIDGE-LEE HOLDINGS: Wants Until March 7 to File Ch 11 Plan
CAPITOL THEATRE: Windsor Seeks Partnership to Take Over Operations
CARTER'S GROVE: Defaults Payment; Headed for February Auction
CATALYST PAPER: Elk Falls Mill Liquidation Ongoing
CATHOLIC CHURCH: Milwaukee Proposes Bear Realty as Broker

CATHOLIC CHURCH: Milw. Wants RFP & Cassidy as Co-Listing Agents
CATHOLIC CHURCH: U.S. Trustee Won't Oppose Milw. Hiring of Firms
CELL THERAPEUTICS: Amends Form 8-K on $25MM Pref. Stock Deal
CHIPOLA RIVER: Case Summary & 8 Largest Unsecured Creditors
CHRYSLER GROUP: Posts $199MM Q4 Net Loss; In Talks With Banks

CIRTRAN CORP: Extends Forbearance Agreement With YA Global
CLOVERLEAF ENTERPRISES: Penn Nat'l Buys Rosecroft for $10.25MM
CNL HOTELS: Said to Be Preparing Bankruptcy Filing
CODA OCTOPUS: Has $2.9MM Loss in Fiscal 2010; 10-K Delayed
CONNECTOR 2000: Ch. 9 Plan Confirmation Hearing Set for March 25

COTTON 303: U.S. Trustee Unable to Form Creditors Committee
CRAFTMASTER PROPERTIES: Case Summary & Unsecured Creditor
CUMULUS MEDIA: Wallace R. Weitz Discloses 5.3% Equity Stake
DIGITILITI INC: CEO Taghizadeh Added to Board of Directors
DILLARD'S INC: Moody's Affirms 'B2' Rating; Outlook Now Positive

DIMENTSIONS BY DAN: Voluntary Chapter 11 Case Summary
DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
EASTLAND PLAZA: Case Summary & 2 Largest Unsecured Creditors
ESCO CORP: S&P Withdraws 'B+' Credit Rating at Firm's Behest
EURENERGY RESOURCES: Chapter 11 Case Transferred to Dallas

EVANS OIL: Files for Chapter 11 in Ft. Myers, Florida
EVANS OIL: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN SOLAR: Unveils Alterations to Debt-Exchange Offer
FIN'L RESOURCES MORTGAGE: SEC Halts Ponzi Probe, Issues Orders
FIRST FEDERAL: Bear State to Invest $55 Million

FORD MOTOR: Reports $6.60 Billion Net Income in 2010
FORD MOTOR: Fitch Upgrades Issuer Default Rating to 'BB'
FORD MOTOR: Moody's Affirms 'Ba2' Rating; Outlook Now Positive
GENERAL EMPLOYMENT: Gets Add'l Deficiency Letter from NYSE Amex
GENERAL MOTORS: Cancels Planned $14.4BB Loan From Dept. of Energy

GEO GROUP: S&P Lowers Rating to 'B+' on More Debt for Acquisition
GREAT ATLANTIC & PACIFIC: Pursues Adv. Proceeding vs. OfficeMax
GREAT ATLANTIC & PACIFIC: Sues Landlords to Take Back Payments
GREAT ATLANTIC & PACIFIC: Wants Until July 10 to Decide on Leases
GREENBRIER COS: Deloitte Replaced by KPMG as Accountants

GREENFIELD SCHOOL BOARD: Feb. 7 Meeting Set to Discuss Financials
GVSW SURPRISE: Voluntary Chapter 11 Case Summary
HILL TOP: Court Dismisses Amended Second Exclusivity Motion
HILLSBOROUGH CORP: Case Summary & 11 Largest Unsecured Creditors
HORIZON COLDWATER: Voluntary Chapter 11 Case Summary

HUBBARD PROPERTIES: Files for Chapter 11 Bankruptcy Protection
INNKEEPERS USA: U.S. Trustee Objects to Professionals' Fees
INSIGHT HEALTH: Judge Gonzales Signs Plan Confirmation Order
INTEGRAS PROPERTY: Case Summary & 4 Largest Unsecured Creditors
INVETIV HEALTH: i3 Buyout Cues Moody's to Hold 'B2' Rating

IRVINE SENSORS: 9 Investors Convert $246,400 of Notes
JASON'S HAULING: Case Summary & 20 Largest Unsecured Creditors
JAVO BEVERAGE: Gets Court's Interim Nod to Obtain DIP Financing
JAVO BEVERAGE: Section 341(a) Meeting Scheduled for Feb. 23
JAVO BEVERAGE: Gets Court's Nod to Hire Kurtzman as Claims Agent

JAVO BEVERAGE: Has Interim Nod to Sell Accounts Receivable
JOHN KIEFFER: Files for Chapter 7 Bankruptcy Protection
KC ESTATES: Voluntary Chapter 11 Case Summary
KELLEY & FERRARO: Files Ch. 11 to Stay Co-Founder's Wife Suit
KENTUCKIANA MEDICAL: Gets $200,000 Loan from Hall-Robb

KRATON PERFORMANCE: Moody's Affirms 'B1' Corp. Family Rating
KRATON POLYMERS: S&P Upgrades Corp. Credit Rating to 'BB-'
KROME XPRESS: Case Summary & 15 Largest Unsecured Creditors
LA UNIFIED SCHOOL DISTRICT: Facing $10-Bil. Healthcare Liability
LANDMARK MEDICAL: Accelerates Sale Process to Preserve Jobs

LARRY WILCOX: Escapes Jail Time for Penny Stock Scheme
LEED CORPORATION: To Make Adequate Protection Payments to IMT
LEHMAN BROTHERS: Files 4th Quarter Report on Claims Settlements
LEHMAN BROTHERS: Merit Wants Plan Exclusivity Until June 15
LEHMAN BROTHERS: Proposes Settlement With Swedbank

LIVEMERCIAL AVIATION: Case Converted to Ch. 7 Liquidation
LODGENET INTERACTIVE: Mast Entities Hold 7.2% Equity Stake
LOEHMANN'S HOLDING: Shuts Down Store at Huntington Beach
LOUISVILLE ORCHESTRA: Has Funding to Pay Musicians
MAJESTIC STAR: Hiring Fine Point as Casino Adviser

MERIDIAN MORTGAGE I: Voluntary Chapter 11 Case Summary
MERIDIAN MORTGAGE III: Voluntary Chapter 11 Case Summary
MGM RESORTS: Kerkorian's Tracinda Has 26.9% Equity Stake
MICHAEL KENWOOD: Faces SEC Charges; Assets Frozen
MINOR FAMILY: Status Hearing on Funding of Debtor Moved to Apr. 18

MISSION TOWERS: Cash Collateral Use Extended Until Sale Closing
MK CUSTOM: Court Denies Sale of Maricopa County, Ariz. Property
MOHEGAN TRIBAL: Posts Statistical Report for Mohegan Sun
MOVIE GALLERY: Scam Seeks Payment of Late Fees
MPM INVESTOR: Voluntary Chapter 11 Case Summary

NETWORK CN: Posts $416,500 Net Loss in September 30 Quarter
NORTHERN STAR MINING: Files BIA Proposal; Deloitte is Trustee
NUVILEX INC: Posts $45,820 Net Loss in October 31 Quarter
ORANGE COUNTY CHOPPERS: Foreclosure Suit Sparks Bankruptcy Rumors
OTTER TAIL: Court OKs OTAV-Led Auction on Feb. 16

OWENS CORNING: Garlock Wants to Access Rule 2019 Statements
OWENS CORNING: P.I. Claimants Send Letters Seeking Claims Payment
OXIGENE INC: Capital Ventures Discloses 6.4% Equity Stake
OXIGENE INC: Fails to Meet $50MM Market Value NASDAQ Requirement
PARAMOUNT RESOURCES: Moody's Assigns 'Caa1' to C$70MM Unsec Notes

PARTSEARCH TECHNOLOGIES: Files Chapter 11 After Losing Best Buy
PARTSEARCH TECHNOLOGIES: Case Summary & Creditors List
PENINSULA GAMING: S&P Holds 'B+' Corp. Credit Rating; Outlook Neg.
PENN TREATY AMERICAN: Deltec Asset Discloses 8.7% Equity Stake
PLATINUM STUDIOS: CEO Rosenberg Gives 30-Day Loan of $100,000

PLY GEM HOLDINGS: Inks $175MM Secured ABL Facility With UBS
PRECISION OPTICS: Maturity of $600,000 Notes Extended to Feb. 7
PRIMUS TELECOMMS: S&P Holds B- Corp. Credit Rating; Outlook Stable
Q2 PROPERTIES: Case Summary & Largest Unsecured Creditor
QUANTUM CORP: Reports $5.86-Mil. Net Income in Dec. 31 Quarter

RADIENT PHARMACEUTICALS: Securities Subject to NYSE Delisting
RASE TECHNOLOGIES: Linden Capital Discloses 2.47% Equity Stake
REALOGY CORP: Amends Credit Agreement With Domus, et al.
REALOGY CORP: Announces Pricing of $700MM Sr. Secured Notes
REFCO INC: Court OKs Togut's Fees for February to October

REFCO INC: Files Post-Confirmation Report for Q4 2010
REGAL PLAZA: Hearing on Postpetition Financing Set for February 8
RHI ENTERTAINMENT: Seeks Approval on Exit Term Loan Facility
RHI ENTERTAINMENT: Turns Over 15 Films to Settle $37.8MM Debt
RHI ENTERTAINMENT: U.S. Trustee Objects to Third-Party Releases

ROCKWOOD SPECIALTIES: S&P Upgrades Corporate Credit Rating to 'BB'
ROTHSTEIN ROSENFELDT: Ex-Partner Settles Clawback Suit for $350T
ROTHSTEIN ROSENFELDT: Republican Party to Return $75,000
ROTHSTEIN ROSENFELDT: Utica Advisors Settles for $700,000
ROYAL CARIBBEAN: Moody's Raises Corp. Credit Rating to 'Ba1'

SAVE OUR SPRINGS: 5th Cir. Affirms Chapter 11 Plan Rejection
SAVERS INC: Moody's Affirms 'B1' Corporate Family Rating
SEALY CORP: Reports $13.74 Million Net Loss in Fiscal 2010
SEDGWICK HOLDING: Moody's Cuts Rating on First-Lien Facility to B2
SH EXPLORATION: Chapter 11 Case Transferred to Dallas

SOUTH PADRE INVESTMENT: Files for Chapter 11 in Corpus Christi
SOUTH PADRE INVESTMENT: Voluntary Chapter 11 Case Summary
SPRING ER: Court Okays Randy Williams as Chapter 11 Trustee
SPRING ER: Chapter 11 Trustee Wants Case Converted to Chapter 7
STEELCASE INC: S&P Assigns Preliminary 'BB+' Debt Ratings

STEVEN-THOMAS: Don Presley Auctions to Liquidate Last Inventory
SUPERMEDIA INC: Files Post-Confirmation Report for Dec. 31 Qtr.
SWB WACO: Chapter 11 Plan Declared Effective on Jan. 25, 2011
SYNERGY BRANDS: Files for Chapter 7 Liquidation
TERREMARK WORLDWIDE: Verizon Deal Cues S&P's 'B-' Rating

TOWNSENDS INC: Gets Interim Nod of Loan; Feb. 15 Auction Set
TRANSTAR HOLDING: S&P Puts 'BB-' Rating on $290MM Debt Facilities
TRIAD CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Committee Wants Zell Claims Objection Denied
TRIBUNE CO: Mediator Files Report; Bridge Lenders Accept Plan

TRIBUNE CO: Says Cash Flow in 2010 Up by $140MM From 2009
TRIBUNE CO: LA Times Settlement with Liberman Approved
TRICO MARINE: Lenders File Emergency Motion Seeking Asset Sale
TRICO MARINE: PACC Offshore Withdraws Services Motion
TRONOX INC: Submits Settlement Offer Re: "B" Stock Deregistration

ULTIMATE ACQUISITION: Asks for Court's Nod to Use Cash Collateral
ULTIMATE ACQUISITION: Taps Kurtzman Carson as Claims Agent
ULTIMATE ACQUISITION: Must Wait to Pay Vendors, Judge Says
UNIFUND ASSURANCE: AM Best Upgrades Issuer Credit Rating to 'bb+'
UNION FOR TRADITIONAL JUDAISM: Emerges from Bankruptcy Protection

UNITY MEDIA: Starts Down Path to Liquidation in Bankruptcy Court
UNIVERSAL BUILDING: Secured Lender Won't Provide Exit Loan
VALLEJO, CA: Settles Dispute With Nat'l Public Finance Guarantee
VEBLEN EAST: Riverview Offers to Acquire Assets
VEBLEN WEST: Riverview Offers to Acquire Assets

VERMILION ENERGY: S&P Puts 'BB-' Rating on C$200MM Unsecured Notes
VERTRUE INC: S&P Holds 'B' Corp. Credit Rating; Outlook Negative
WESTMORELAND COAL: S&P Junks Corp. Credit Rating; Outlook Stable
W.R. GRACE: Reorganization Plan Approved by Bankruptcy Court

* Daily Beast Says Rhode Island, Connecticut Likely to Go Bankrupt
* JPMorgan CEO Predicts U.S. Municipal Bankruptcies

* Distressed Real-Estate Investor Strikes Again in New York City
* KPMG, Other Advisers Ramp Up for Rise in Bank Restructurings

* Large Companies With Insolvent Balance Sheets

                            *********

AIRTRAN HOLDINGS: Reports $1.92-Mil. Net Income for 4th Quarter
---------------------------------------------------------------
AirTran Holdings, Inc. reported net income of $1.92 million on
$645.54 million of total operating revenue for the three months
ended December 31, 2010, compared with net income of
$17.09 million on $598.43 million of total operating revenue for
the same period the year before.

The Company also reported net income of $38.54 million on
$2.62 billion of total operating revenue for the twelve months
ended December 31, 2010, compared with net income of
$134.66 million on $2.34 billion of total operating revenue during
the prior year.

AirTran says it has reported profits for eight of the past nine
years.

"What we accomplished in 2010 should be a great source of pride
for our 8,500 dedicated Crew Members," said Bob Fornaro, AirTran
Airways' chairman, president and chief executive officer.  "Most
significantly, during 2010 we hit the ball out of the park with
our outstanding operational performance and customer service.  We
also entered into a seven-year lease for expanded facilities at
Hartsfield-Jackson Atlanta International Airport and completed a
five-year agreement with our pilots.  As we look forward to our
pending acquisition by Southwest Airlines in 2011, our airline is
in the best operational shape ever.  We are very well positioned
for the next chapter of our exciting history."

2010 marks the third consecutive year AirTran Airways has been
recognized for its outstanding operational performance as the
number one low-cost carrier in the prestigious Airline Quality
Rating -- http://www.aqr.aero--  and the sixth consecutive year
the airline has been ranked in the top three among major U.S.
airlines in this highly-regarded, objective ranking.

A copy of the press release on AiTran's fourth quarter and full
year 2010 results is available for free at http://is.gd/bTxGV8

                       About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

The Company's balance sheet at Sept. 30, 2010, showed
$2.18 billion in total assets, $601.77 million in total current
liabilities, $16.21 million in long-term capital lease
obligations, $885.89 million in long-term debt, $109.09 million in
other liabilities, $19.38 million in deferred income taxes,
$29.61 million in derivative financial instruments, and
stockholders' equity of $515.18 million.

                           *     *     *

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

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock aggregating
$1.4 billion.  The companies indicated that a closing would not
occur until sometime in the first half of 2011.


AMERICAN DIAGNOSTIC: Files for Chapter 11 in Chicago
----------------------------------------------------
American Diagnostic Medicine Inc. filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011, in Chicago,
Illinois.

Founded in 1984 and based in Batavia, Illinois, American
Diagnostic provides state of the art imaging technologies to
hospitals, clinics, cardiologists, internal medicine groups and
other health care providers throughout the United States.  With 68
employees, the Debtor provides comprehensive solutions to its
customers in areas such as Nuclear Medicine, PET, CT and MRI.  The
Debtor generates revenues through leasing of imaging equipment to
its customers, imaging equipment servicing and other imaging
equipment financing arrangements.  In 2009, the Debtor earned over
$14 million in revenues from operations.

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

The Debtors did not file an affidavit that would detail events
leading to the Chapter 11 filing.


AMERICAN DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Diagnostic Medicine Inc.
        167 Oswalt Avenue
        Batavia, IL 60510

Bankruptcy Case No.: 11-03368

Chapter 11 Petition Date: January 28, 2011

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

Judge: Carol A. Doyle

Debtor's Counsel: Joshua D. Greene, Esq.
                  Michael J. Davis, Esq.
                  SPRINGER, BROWN, COVEY, GAETNER & DAVIS
                  400 S. County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000
                  Fax: (630) 510-0004
                  E-mail: jgreene@springerbrown.com
                         mdavis@springerbrown.com

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

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

The petition was signed by Sam Kancherlapalli, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cardinal Health Nuclear Pharmacy   Trade Debt             $707,606
Services
7000 Cardinal Place
Dublin, OH 43017

Cray, Kaiser Ltd.                  Trade Debt             $154,205
1901 South Meyers Road
Oakbrook Terrace, IL 60181

National City Capital              Scanning Equipment     $122,387
995 Dalton Avenue
Cincinnati, OH 45203

National City Capital              Scanning Equipment      $92,733

National City Capital              Scanning Equipment      $91,388


Butler Pappas Weihmuller Katz      Trade Debt              $75,000
Craig, LLP

Michelle Draper                    Settlement Agreement    $58,000

BC Technical, Inc.                 Trade Debt              $56,831

Clausen Miller P.C.                Trade Debt              $56,245

Jones Vargas                       Trade Debt              $34,665

ANAMED Engineering Services        Trade Debt              $34,050

Medx Services Ltd.                 Trade Debt              $30,287

Radiological Physics Service       Trade Debt              $27,025

GE Medical Systems                 Trade Debt              $26,629

Fisher & Phillips, LLP             Trade Debt              $26,461

Leasing Innovations Inc.           NV LI 2018 Equipment    $22,818

Flora Yu                           Settlement Agreement    $22,000

Jon Valenton                       Settlement Agreement    $22,000

Jonathan Singleton                 Settlement Agreement    $22,000

Quinn Ranson                       Settlement Agreement    $22,000


AMERICANWEST BANCORP: U.S. Trustee Forms 3-Member Creditors Panel
----------------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of AmericanWest Bancorporation.

The Creditors Committee members are:

1. AmericanWest Statutory Trust I
   Attn: James H. Byrnes
   U.S. Bank NA , TFM Corporate Trust Service
   Once Federal Street, 3rd Floor
   Boston, MA 02110
   Tel: (617) 603-6442

2. AmericanWest Capital Trust II
   Attn: Steven Cimalore
   Wilmington Trust Company
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19890-1615
   Tel: (302) 636-6058

3. AmericanWest Capital Trust III
   c/o Steven Cimalore
   Wilmington Trust Company
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19890-1615
   Tel: (302) 636-6058

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding
company whose principal subsidiary is AmericanWest Bank, which
includes Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank is a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection on
Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097).  The banking
subsidiary was not including in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serve as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In the most recent Form 10-Q filed with the
Securities and Exchange Commission prior to the bankruptcy filing,
AmericanWest Bancorporation reported consolidated assets --
including its bank unit's -- of $1.536 billion and consolidated
debts of $1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest Bancorporation completed the sale
of all outstanding shares of its wholly-owned subsidiary,
AmericanWest Bank, to a wholly owned subsidiary of SKBHC Holdings
LLC, in a transaction approved by the U.S. Bankruptcy Court.


ANGIOTECH PHARMACEUTICALS: Files for Chapter 15 in Delaware
-----------------------------------------------------------
Angiotech Pharmaceuticals Inc. and its units filed voluntary
petiions under Chapter 15 of the Bankruptcy Code in Delaware to
seek recognition of their insolvency proceedings under the
Companies' Creditors Arrangement Act in Canada as a "foreign main
proceeding" under 11 U.S.C. Sec. 1517.  Alvarez & Marsal Canada
Inc. serves as the Company's monitor in the CCAA cases.

The Debtors on January 28 obtained from Mr. Justice Walker of the
Supreme Court of British Columbia, in Vancouver, an initial order
officially commencing the insolvency proceedings.  The Canadian
court will convene another hearing on Feb. 17, 2011, on the CCAA
cases.

The Debtors want the U.S. Bankruptcy Court to restrict creditors
from taking certain actions in the U.S. that would undermine "the
unified, collective and equitable resolution of the Debtors'
liabilities" in the Canadian proceeding.  The Debtors want any
creditors' actions in the United States stayed so as not to
jeopardize the uniform and orderly voluntary administration of the
Debtors in the CCAA cases.

                        Plan of Arrangement

Angiotech has reached a Recapitalization Support Agreement with
holders of a majority of the Company's outstanding $250 million
7.75% Senior Subordinated Notes due 2014.  The noteholders have
agreed to exchange their Subordinated Notes for common stock in
the Company.  Qualifying holders of the Subordinated Notes
participating in the recapitalization transaction would receive
their pro rata share of up to 96% of the common stock of Angiotech
issued and outstanding following the completion of the
transaction, subject to potential dilution.

On March 23, 2006, Angiotech issued the Subordinated Notes and
entered into a $425 million senior secured credit facility, which
included a $350 million term facility maturing in 2013 and a
$75 million revolving credit facility with Credit Suisse, to
finance certain acquisitions.  On December 11, 2006, Angiotech
issued $325 million of senior floating rate notes due 2013 that
bear interest annually at LIBOR.  The proceeds from the issuance
of the Floating Rate Notes were used to pay down the principal
amount of $325 million that remained outstanding under the Credit
Suisse Credit Facility, which was terminated at that time.

Angiotech intends to pursue a separate transaction contemporaneous
with, but outside of, the Canadian Proceeding in which it would
offer to exchange the existing Floating Rate Notes for new
floating rate notes to be secured by a second lien over the
property, assets and undertaking of the Debtors.  On October 29,
2010, Angiotech entered into a support agreement with respect to
such exchange.

                         Liquidity Woes

Todd Martin, senior vice president with Alvarez & Marsal Canada
Inc., as foreign representative, said in a court filing that
Angiotech's original acquisition strategy contemplated that
Angiotech would use excess cash flow from royalty revenues to
reduce long-term debt by roughly $300 million over a period of
three years.  "Over the last three years, however, the Debtors
have experienced significant and sooner than expected declines in
royalty revenues and profits in the Pharmaceutical Technologies
segment that have not been materially offset by profits in other
business areas.  This has made it increasingly difficult for
Angiotech to service and pay down its long-term debt and has
negatively and materially impacted the Debtors' liquidity and
operating results."

                    US$28-Mil. of DIP Financing

The Debtors say they have been operating under liquidity
constraints for some time.  The Debtors commenced the CCAA cases
to assist them in restructuring a significant portion of their
outstanding debt obligations and returning to a sustainable
capital structure.  To properly fund the administrative costs
associated with the Canadian proceeding and the Chapter 15 cases,
as well as the Debtors' continued operations during the pendency
of such proceedings, the Debtors have made a good-faith business
decision to enter into an agreement with Wells Fargo Capital
Finance, LLC, formerly known as Wells Fargo Foothill, LLC, and
certain other lenders to obtain access to a $28 million
postpetition credit facility.  The DIP Facility is, in essence, an
extension of the Debtors' prepetition secured credit facility with
Wells Fargo.

Borrowings under the DIP Facility will be used to fund the
Debtors' working capital requirements.

The DIP Credit Agreement with Wells Fargo, as arranger and
administrative agent for the DIP lenders, contemplates that all of
the Debtors' cash receipts will be used by pay down amounts in
satisfaction of prepetition obligations outstanding under the
prepetition facility during the pendency of the proceedings until
the prepetition obligations are paid in full.  The DIP Lender has
conditioned the availability of funds upon the U.S. Court's grant
of 11 U.S.C. Section 364(e) protections to such facility.

                    Alvarez & Marsal as Monitor

The Debtors have obtained approval from the Canadian court to
appoint Alvarez & Marsal Canada as the monitor.  The Monitor is
responsible for, among other things, assisting the Debtors in
their reorganization efforts and reporting to the Canadian Court.

                   About Angiotech Pharmaceuticals

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

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


ANGIOTECH PHARMACEUTICALS: Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Alvarez & Marsal Canada Inc., as Monitor
                       and Foreign Representative

Chapter 15 Debtor: Angiotech Pharmaceuticals, Inc.
                   1618 Station Street
                   Vancouver, Canada

Chapter 15 Case No.: 11-10269

Debtor-affiliates also subject to Chapter 15 petitions:

  Entity                                     Case No.
  ------                                     --------
0741693 B.C. Ltd.                            11-10270
Afmedica, Inc.                               11-10271
American Medical Instruments Holdings, Inc.  11-10272
Angiotech America, Inc.                      11-10273
Angiotech BioCoatings Corp.                  11-10274
Angiotech Delaware, Inc.                     11-10275
Angiotech Florida Holdings, Inc.             11-10276
Angiotech International Holdings, Corp.      11-10277
Angiotech Pharmaceuticals (US), Inc.         11-10278
B.G. Sulzle, Inc.                            11-10279
Manan Medical Products, Inc.                 11-10280
Medical Device Technologies, Inc.            11-10281
NeuColl Inc.                                 11-10282
Quill Medical, Inc.                          11-10283
Surgical Specialties Corporation             11-10284
Surgical Specialties Puerto Rico, Inc.       11-10285

Chapter 15 Petition Date: Jan. 30, 2011

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

About the Debtors: Based in Vancouver, British Columbia, in
                   Canada, Angiotech Pharmaceuticals, Inc. (TSX:
                   ANP) -- http://www.angiotech.com/-- is a
                   global specialty pharmaceutical and medical
                   device company.  Angiotech and its units have
                   voluntarily filed under the Companies'
                   Creditors Arrangement Act in order to continue
                   implementation of their recapitalization
                   transaction.  Angiotech has reached an
                   agreement with noteholders to convert
                   $250 million 7.75% Senior Subordinated Notes
                   into common stock.

Petitioner's Counsel
in Chapter 15 Case:   Mary Caloway, Esq.
                      BUCHANAN INGERSOLL & ROONEY PC
                      1105 North Market Street, Suite 1900
                      Wilmington, DE 19801-1228
                      Tel: (302) 552-4209
                      Fax: 302-552-4295
                      E-mail: mary.caloway@bipc.com

                          - and -

                      Ken Coleman, Esq.
                      ALLEN & OVERLY LLP
                      1221 Avenue of the Americas
                      New York, New York 10020
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Total Assets: US$326.80 million at Sept. 30, 2010

Total Debts: US$682.46 million at Sept. 30, 2010

The Chapter 15 petitions were signed by Todd Martin, senior vice
president with Alvarez & Marsal Canada Inc., as foreign
representative.


ANGIOTECH PHARMACEUTICALS: CCAA Case Summary
--------------------------------------------
Applicants Under the the Companies' Creditors Arrangement Act:

    -- Angiotech Pharmaceuticals Inc.,
    -- 0741693 B.C. Ltd.,
    -- Angiotech International Holdings, Corp.,
    -- Angiotech Pharmaceuticals (US), Inc.,
    -- American Medical Instruments Holdings, Inc.,
    -- NeuColl, Inc.,
    -- Angiotech BioCoatings Corp.,
    -- Afmedica, Inc.,
    -- Quill Medical, Inc.,
    -- Angiotech America, Inc.,
    -- Angiotech Florida Holdings, Inc.,
    -- B.G. Sulzle, Inc., Surgical Specialties Corporation,
    -- Angiotech Delaware, Inc.,
    -- Medical Device Technologies, Inc.,
    -- Manan Medical Products, Inc. and
    -- Surgical Specialties Puerto Rico, Inc

Filing Date: Jan. 28, 2011

Court: Supreme Court of British Columbia, in Vancouver

Judge: Mr. Justice Walker

About the Applicants: Based in Vancouver, British Columbia, in
                   Canada, Angiotech Pharmaceuticals, Inc. (TSX:
                   ANP) -- http://www.angiotech.com/-- is a
                   global specialty pharmaceutical and medical
                   device company.  Angiotech and its units have
                   voluntarily filed under the Companies'
                   Creditors Arrangement Act in order to continue
                   implementation of their recapitalization
                   transaction.  Angiotech has reached an
                   agreement with noteholders to convert
                   $250 million 7.75% Senior Subordinated Notes
                   into common stock.

Applicants' Monitor:  ALVAREZ & MARSAL CANADA INC.

Counsel for
Alvarez & Marsal,
as Monitor:           John Grieve, Esq.
                      FASKEN MARTINEAU DuMOULIN LLP
                      Suite, 2900, 550 Burrard Street
                      Vancouver, B.C.

Counsel for
Consenting
Noteholders
in CCAA Case:         Rob Chadwick, Esq.
                      Logan Willis, Esq.
                      GOODMANS LLP
                      Suite 3400, 333 Bay Street
                      Toronto, Ontario

Counsel for
"Independent
Committee":           Maria Konyuckhova, Esq.
                      STIKEMAN ELLIOTT LLP
                      Suite 1700, 666 Burrard Street
                      Vancouver, B.C.

Counsel for
Wells Fargo, as
DIP Lender:           Bill Kaplan, Q.C., Esq.
                      Peter Rubin, Esq.
                      BLAKE, CASSELS & Graydon LLP
                      Suite 2600, 595 Burrard Street
                      Vancouver, B.C.

Total Assets: US$326.80 million at Sept. 30, 2010

Total Debts: US$682.46 million at Sept. 30, 2010


ANGIOTECH PHARMACEUTICALS: Moody's Cuts PDR to 'D' on CCAA Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Angiotech Pharmaceuticals Inc. to D from Ca/LD and
affirmed the Ca corporate family rating.  The downgrade was
prompted by Angiotech's January 28, 2011 announcement that it and
certain of its subsidiaries have file for bankruptcy under
Canada's Companies' Creditors Arrangement Act in order to continue
implementation of its previously announced recapitalization
transaction.

Subsequent to the actions, Moody's will withdraw the ratings
because Angiotech has entered bankruptcy.

This rating was downgraded:

Angiotech Pharmaceuticals, Inc.

  -- Probability of Default Rating to D from Ca/LD

Ratings and LGD assessment affirmed:

  -- Corporate Family Rating at Ca
  -- $325 Million Senior Unsecured Notes at Caa2; (LGD2, 27%)
  -- $250 Million Senior Subordinated Notes at C; (LGD5, 82%)
  -- Speculative Grade Liquidity Rating at SGL-4

The last rating action was on November 1, 2010, when Moody's
downgraded the probability-of-default rating to Ca/LD from Ca.
The ratings outlook remained negative.

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

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical and medical
device company that focuses on acute and surgical applications.


ARVINMERITOR INC: S&P Hikes Rating to 'B'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on ArvinMeritor Inc. to 'B' from 'B-'.
The outlook is stable.  At the same time, S&P also raised its
issue-level ratings on the Company's senior secured and unsecured
debt.

"The upgrade reflects our opinion that commercial-vehicle demand
is recovering in North America and Western Europe, and we expect
ArvinMeritor to show higher sales and profitability in fiscal
2011," said Standard & Poor's credit analyst Lawrence Orlowski.
Moreover, the Company essentially completed the divestiture
of its light-vehicle systems businesses in 2010, which should
allow management to focus on expanding its commercial and
industrial businesses.

In fiscal 2010 (ended Sept. 30), revenue totaled $3.59 billion, up
17% year over year.  Commercial-truck sales were $1.96 billion, up
25% from the same period a year ago mostly because of higher
original equipment sales in all geographic segments.  Industrial
sales were $951 million, up 7% as a result of stronger sales in
China and India, mostly offset by decreased sales for military
products.  Aftermarket and trailer sales were $969 million, up 2%
year over year.  S&P expects credit measures to improve in fiscal
2011, reflecting higher truck demand.

S&P expects commercial-vehicle production in North America and
Western Europe to increase in 2011 and 2012. For instance, FTR
Associates is forecasting North American Class 8 and Class 4-7
commercial-vehicle production to rise more than 35% in 2011 from
2010 levels.  Net Class 8 orders in December jumped 125% year
over year, and U.S. freight tonnage rose 5.7% year over year.
Also, J.D. Power and Assoc. is forecasting medium- and heavy-
duty commercial-vehicle production in Western Europe to increase
24% in 2011. (J.D. Power, like Standard & Poor's, is owned by
The McGraw-Hill Companies Inc. but operated independently of
Standard & Poor's.)  Still, the strength of recovery remains
subject to the sustainability of economic recovery in many
markets.  Nevertheless, the Company's restructuring in 2009 laid
the foundation for greater profitability, and S&P believe EBITDA
will rise in fiscal 2011 as truck sales continue to recover.

The ratings on ArvinMeritor reflect the Company's highly leveraged
financial risk profile and weak business risk profile. The
Company's limited profitability has kept cash generation low,
given the cyclical and competitive pricing pressures of the
industry.  Although S&P expect margins to improve, S&P
believe pension funding and working capital investments will
result in a use of cash in fiscal 2011. But S&P believe the
Company's large cash balances will be sufficient to fund this cash
use.

The outlook is stable. S&P believe commercial-vehicle sales in
North America and Europe are recovering, leading to higher
profitability and liquidity.  For the current rating, S&P expect
adjusted leverage to drop below 6x and the use of free cash flow
not to exceed $100 million in fiscal 2011.

S&P could lower S&P's ratings if commercial-truck demand starts to
falter, the Company's use of free operating cash flow exceeds
$100 million, and leverage fails to drop toward 6x.  For instance,
this could occur if revenue increases about 10% and gross margins
fall below 10% in fiscal 2011.

S&P could raise the ratings if truck demand continues to recover
and the Company expands EBITDA margins and brings leverage below
4x.  This could occur if, for instance, revenue increases at least
25% and gross margins reach 15% in fiscal 2011.  At the same time,
S&P would expect ArvinMeritor to generate strong positive free
cash flow on a sustained basis.


BAKER'S KEYBOARD: Receives Offers for Club
------------------------------------------
Susan Whitall at The Detroit News reports that Baker's Keyboard
Lounge has received offers for its assets, ahead of an auction
scheduled for January 31.  Realtor Paul Feldman handled the
offers, and as of Friday had three, with each prospective buyer
intending to keep Baker's up and running as a jazz club.  The
highest bid as of Friday was $385,000.  The auction was to be held
at the law offices of Schneider Miller in the Penobscot Building,
645 Griswold, in Detroit.

John Colbert owns Baker's Keyboard Lounge, buying the club from
Clarence Baker in 1996.  Mr. Colbert filed for Chapter 13
bankruptcy last summer.


BEAR MOUNTAIN: Ex-NHL Player Won't Recoup Investment
----------------------------------------------------
Jim Jamieson and Andrew Duffy, writing for Vancouver Province and
Victoria Times Colonist, report that former Vancouver Canucks
goaltender Sean Burke took former investment partner Len Barrie
into the boards last Wednesday as details emerged that he and
other current and ex-National Hockey League partners will lose
more than C$13 million in the bankrupt Bear Mountain golf resort
and real estate development near Victoria.

Mr. Burke, as one of the 18 hockey players who invested in the
project, will get nothing from the bankruptcy proceedings.  He
bought a 1% share for C$600,000 at the beginning of the project.

Mr. Burke, 43, is now the goaltending coach for the Phoenix
Coyotes.

The report also says rumors of an RCMP investigation on the
project have been circulating.  The report, however, notes RCMP
spokesman Const.  According to the report, Michael McLaughlin, who
speaks for federal programs including the Integrated Market
Enforcement Team, did not return calls Wednesday.

The report relates Bear Mountain Resort is now controlled by HSBC
Bank Canada after restructuring.  The report says Bear Mountain
said it is still going through records to clean up any outstanding
issues surrounding entities it did not have control over through
the Companies' Creditors Arrangement Act process.

The report also notes Michael Vermette of PricewaterhouseCoopers,
which oversaw the Bear Mountain restructuring process, said the
court date is simply another in a series of administrative
procedures to wind up the process.

The development was placed under creditor protection in March
2010, at the behest of HSBC.  The report says the resort was in
default on some of its loans and owed secured creditors more than
C$300 million.  HSBC was by far the largest secured creditor, owed
more than C$250 million.


BEST STAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Best Stay Coldwater, Inc.
        2111 N. Wixom Rd.
        Wixom, MI 48393

Bankruptcy Case No.: 11-41953

Chapter 11 Petition Date: January 27, 2011

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

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Saher Sandiha, president.


BLUEKNIGHT ENERGY: Swank Capital Disappointed With Proposed GTA
---------------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 28, 2011, Swank Capital, LLC, Cushing MLP
Asset Management, LP and Jerry V. Swank expressed their continuing
disappointment in Blueknight Energy Partners, L.P.'s decision to
proceed with the Global Transaction Agreement and clarified
certain issues raised by the Partnership's response to the Letter
dated January 5, 2011.  In a letter dated January 27, 2011, Swank
Capital, et al., complained that they were never allowed to have
input on the restructuring, despite what the Company assured them.

Each of Swank Capital, Cushing MLP Asset Management and Jerry V.
Swank beneficially owns 3,516,315 shares of common stock of
Blueknight Energy representing 16.2% of the shares outstanding.
As of November 5, 2010, there were 21,538,462 preferred units,
21,727,724 common units and 12,570,504 subordinated units
outstanding.

                    Vitol Deal, GTA Modification

As reported in the Jan. 21, 2011 edition of the Troubled Company
Reporter, Blueknight Energy Partners, L.P., have exchanged letters
with Solus Alternative Asset Management LP, owner of 7.2% of the
common units of the Partnership, and Swank Capital, LLC, owner of
16.2%, in connection with the shareholders' objections to further
implementation of a Global Transaction Agreement.

As contemplated by the Global Transaction Agreement entered into
on October 25, 2010, by and among Blueknight Energy Partners,
L.P., Blueknight Energy Partners G.P., L.L.C., the general partner
of the Partnership (the "General Partner"), Blueknight Energy
Holding, Inc. ("Vitol Holding") and CB-Blueknight, LLC
("Charlesbank Holding"), on November 12, 2010, the General Partner
purchased 433,758 General Partner Units in the Partnership to
maintain the General Partner's approximate 2% general partner
interest in the Partnership in exchange for aggregate
consideration of approximately $2.8 million.  The General Partner
Units were issued and sold in a private transaction exempt from
registration under Section 4(2) of the Securities Act of 1933, as
amended, and certain rules and regulations promulgated under that
section.

In a Jan. 5 letter to Blueknight, Swank Capital said, "Although we
are disappointed with the GTA and believe that it violates the
intent of fair dealings set forth in the Partnership Agreement, we
are encouraged that you are willing to consider modifications in
order to better align the long-term interests of all stakeholders
of the Partnership."

Solus also raised "serious" objections to the transactions
outlined in the GTA.  Solus believes that the General Partner has
acted improperly with regard to the terms of the Phase I
Transactions.  In a January 12 letter to Blueknight, Solus said,
"We ask that you reconsider the Global Transaction Agreement, an
option which the General Partner and its Conflicts Committee
specifically retained."

On January 18, 2011, Solus and Swank received a written response
from Mr. Dyer, the CEO of the General Partner.  "Everyone is well
aware that Blueknight faced great uncertainty and many risks
following the bankruptcy filing of SemCrude, et. al.  The loss of
a majority of Blueknight's revenues, its excessive debt, defaults
and restrictive covenants under its credit facility, increased
interest payments and costly bank fees, and its ongoing
shareholder litigation created for Blueknight a set of narrow and
unsatisfactory options.  You and other of our significant
unitholders have access to capital and were certainly more than
welcome to have submitted proposals for restructuring of
the partnership.  To our knowledge, only one such proposal was
ever submitted.  That proposal suggested an all-debt refinancing
option, a notion determined to be infeasible by every investment
banker with whom we discussed possible recapitalization ideas,
including the same institution that had originally suggested the
all-debt refinancing option," Mr. Dyer stated in the letter.

"Blueknight went to great lengths to figure out terms on which
equity capital -- true risk capital -- could be made available to
underwrite a refinancing plan.   We were well aware that without
Vitol leading the refinancing, with both the equity infusion and
with a new bank facility, there was no path to financial recovery.
None.  We were able to convince Vitol and later Charlesbank that
bankruptcy was not the best solution for the Partnership, an
option we did consider and one that would have certainly all but
eliminated any remaining value for the Common Unitholders."

In response to the letter, Solus and Swank jointly stated January
19, "Notwithstanding the statements made in your letter, we wish
to emphasize that at no time was Solus made "welcome" to submit a
proposal for a restructuring of the Partnership.  In fact, we are
extremely disappointed that the general partner of the Partnership
did not approach us for access to the capital which you apparently
know that we have. Your contention that Vitol presented the only
path for the Partnership's financial recovery is unsupportable. We
remain ready to discuss a possible debt/equity infusion, or
another transaction, for the Partnership on significantly better
economic terms than those which the general partner obtained from
its controlling persons."

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company's balance sheet at Sept. 30, 2010, showed
$295.96 million in total assets, $444.02 million in current
liabilities, $4.69 million in long-term payable to related
parties, and a partners' deficit of $152.75 million.

                          *     *     *

PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the
Partnership's financial statements for the year ended December 31,
2009, expressed substantial doubt about its ability to continue as
a going concern.  The independent auditors noted that the
Partnership has substantial long-term debt, a deficit in partners'
capital, and significant litigation uncertainties.


CALYPTE BIOMEDICAL: Posts $10.49MM Net Income in Sept. 30 Qtr.
--------------------------------------------------------------
On January 28, 2011, Calypte Biomedical Corporation filed its
quarterly report on Form 10-Q, reporting net income of
$10,488,000 on $124,000 of revenue for the three months ended
September 30, 2010, compared with a net loss of $907,000 on
$25,000 of revenue for the same period a year ago.

The Company's balance sheet at September 30, 2010 showed
$2.44 million in total assets, $6.21 million in total liabilities
and a $3.77 million stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at
http://ResearchArchives.com/t/s?72a4

                      About Calypte Biomedical

Portland, Ore.-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus infection.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.
The independent auditors noted that the Company has defaulted on
$6.3 million of 8% Convertible Promissory Notes and related
Interest Notes and $5.2 million of 7% Promissory Notes, has
suffered recurring operating losses and negative cash flows from
operations, and management believes that the Company's cash
resources will not be sufficient to sustain its operations through
2010 without additional financing.


CAMBRIDGE-LEE HOLDINGS: Unit Files Schedules of Assets and Debts
----------------------------------------------------------------
Tubo de Pasteje, S.A. de C.V., an affiliate of Cambridge-Lee
Holdings, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   N/A
  B. Personal Property          Undetermined
  C. Property Claimed as
     Exempt1
  D. Creditors Holding
     Secured Claims                              $200,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            N/A
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,323,065
                                 -----------      -----------
        TOTAL                   Undetermined     $206,323,065

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

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

               About Cambridge-Lee and Tubo de Pasteje

Cambridge-Lee Holdings, Inc., and Tubo de Pasteje, S.A. de C.V.,
filed for Chapter 11 protection on December 8, 2009, (Bankr. D.
Del. Case Nos. 09-14352 and 09-14353).  Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl & Jones LLP, represents the Debtors.  The
U.S. Trustee was unable to appoint an official committee of
unsecured Creditors in these cases.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
the stock of Cambridge-Lee.


CAMBRIDGE-LEE HOLDINGS: Wants Until March 7 to File Ch 11 Plan
--------------------------------------------------------------
Cambridge-Lee Holdings, Inc., and Tubo de Pasteje, S.A. de C.V.,
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods to file and solicit acceptances for
a proposed chapter 11 plan until March 7, 2011, and May 6, 2011.

The Debtors, the group of Industrias Unidas, S.A. de C.V., direct
parent company of Tubo, need more time to negotiate with their
stakeholders to develop an appropriate exit from bankruptcy.

The IUSA Group has been exploring a long term solution for its
cash flow problems, seeking to bridge the current economic
dislocation.  Representatives of the IUSA Group have participated
in discussions, starting before the Petition Date, with the ad hoc
group of holders of the notes regarding the technical default and
a potential restructuring of certain terms of the indenture, dated
as of November 13, 2006.

               About Cambridge-Lee and Tubo de Pasteje

Cambridge-Lee Holdings, Inc., and Tubo de Pasteje, S.A. de C.V.,
filed for Chapter 11 protection on December 8, 2009, (Bankr. D.
Del. Case Nos. 09-14352 and 09-14353).  Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl & Jones LLP, represents the Debtors.
Tubo de Pasteje, S.A. de C.V., disclosed undertermined assets and
$206,323,065 in liabilities.  The U.S. Trustee was unable to
appoint an official committee of unsecured Creditors in these
cases.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
the stock of Cambridge-Lee.


CAPITOL THEATRE: Windsor Seeks Partnership to Take Over Operations
------------------------------------------------------------------
Craig Pearson, writing for The Windsor Star, reported that the
Capitol Theatre in Windsor, Ontario, would be under the city's
hands beginning Monday.  For three years, the Capitol Theatre
operated under bankruptcy.

The report said Mayor Eddie Francis has said the city will not
operate the 91-year-old theatre without a partnership with another
institution, such as the University of Windsor or St. Clair
College.  The report notes no agreement has been finalized.

"Before we chose the date of Jan. 31, we asked the trustee for all
the contracted out shows," Mr. Francis said last week by phone
from Germany, where he is on city business, according to the
report.  "And he told us that there were shows contracted out to
Jan. 31.  So there should be no shows contracted out after that.
That's why we chose that date."

The report relates Mr. Francis said he hopes to explore whether
the city could temporarily keep running the facility as it has
been since going bankrupt.

The report notes bankruptcy trustee Stephen Funtig, who has
overseen the Capitol since it went bankrupt in 2007, did not
return a call from The Star Wednesday.


CARTER'S GROVE: Defaults Payment; Headed for February Auction
-------------------------------------------------------------
Desiree Parker at the Williamsburg Yorktown Daily reports Carter's
Grove, in Williambsburg, Virginia, will be on the auction block at
1:00 p.m., on Feb. 15. 2011.  Carter's Grove LLC, the entity CNet
founder Halsey Minor used to purchase the plantation for
$15.3 million in 2007, failed to make the final two payments for a
$10.3 million mortgage to Colonial Williamsburg.

Mr. Minor's entity, Minor Family LLC, filed for Chapter 11
bankruptcy protection on Sept. 1, 2010, in the U.S. Bankruptcy
Court for the Western District of Virginia (Case No. 10-62543).


CATALYST PAPER: Elk Falls Mill Liquidation Ongoing
--------------------------------------------------
Dan MacLennan, at the Courier-Islander, reports that the major
equipment making up the heart of Catalyst Paper Corp.'s Elk Falls
Mill, in Canada, is the subject of a liquidation sale now
officially under way.

According to the report, Maynards Industries has announced the
"liquidation sale of the entire Elk Falls paper mill & kraft mill"
with a five-page flyer.  "Right now we're just focusing on moving
some of the paper machines overseas if possible," Maynard's Mike
Seibold was quoted saying.

The report relates that when Catalyst permanently shut down the
mill last year after almost 60 years of operation, there were
hopes by some that a buyer could be found to reopen the mill.  But
Catalyst is clearly not interested in bringing new competitors
into the B.C. market, particularly when demand for pulp and paper
has slumped, the Courier-Islander says.

                        About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

The Company's balance sheet at Sept. 30, 2010, showed
C$1.73 billion in total assets, C$1.32 billion in total
liabilities, and stockholders' equity of C$406.2 million.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to 'Caa1' from 'B3'.  Catalyst's CFR
downgrade anticipates a marked deterioration in the company's
financial performance over the coming year, with significant
EBITDA erosion compared to 2009 levels and negative free cash flow
generation.

In May 2010, Standard & Poor's Ratings Services revised the
outlook on Catalyst to stable from negative.  S&P affirmed the
'CCC+' long-term corporate credit rating on the Company.  The
ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.


CATHOLIC CHURCH: Milwaukee Proposes Bear Realty as Broker
---------------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code, the Archdiocese of
Milwaukee seeks authority from the United States Bankruptcy Court
for the Eastern District of Wisconsin to employ Bear Realty, Inc.,
as its real estate broker.

Prior to the Petition Date, the Archdiocese employed retained Bear
Realty as its real estate agent for the sale of the property at
8320 402nd Avenue, Town of Wheatland, in Kenosha County,
Wisconsin, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek
S.C., in Milwaukee, Wisconsin, tells Judge Kelley.  He avers that
the uninterrupted service of Bear Realty is vital to maximize the
value of the bankruptcy estate.

Subject to the Court's approval, Bear Realty will continue to
serve as the real estate broker for the Kenosha Property as well
as render these additional services:

  -- marketing the Kenosha Property to obtain the highest and
     best price possible for the Archdiocese; and

  -- providing consultation to the Archdiocese in connection
     with the sale of the Kenosha Property.

Pursuant to Rule 2014 of the Local Rules of the United States
Bankruptcy Court for the Eastern District of Wisconsin, the
Archdiocese seeks permission to pay Bear Realty a commission of 6%
of the purchase price of the Kenosha Property.  The commission
will, in accordance with Local Rule 2014, serve as a fee cap for
Bear Realty's engagement in the reorganization case.

Mr. Diesing says that Bear Realty will seek payment for its
professional services at the time the Kenosha Property is sold.

Justin D. Snyder, a member of Bear Realty, assures Judge Kelley
that his firm does not currently represent any of the
Archdiocese's secured creditor or its 20 largest unsecured
creditors as of January 4, 2011.  He adds that Bear Realty has
likely provided services unrelated to the Archdiocese to companies
and individuals that have conducted business with the Archdiocese,
and who may be creditors of the bankruptcy estate.

               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: Milw. Wants RFP & Cassidy as Co-Listing Agents
---------------------------------------------------------------
The Archdiocese of Milwaukee seeks authority from the United
States Bankruptcy Court for the Eastern District of Wisconsin to
employ Cassidy Turley Barry, Inc., and RFP Commercial, Inc., as
its real estate brokers and co-listing agents.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, contends that employing Cassidy Turley and
RFP Commercial as Co-Listing Agents for certain parcels of real
estate benefits the bankruptcy estate because it will assist the
Archdiocese in converting illiquid assets into liquid assets that
can assist the Archdiocese in its reorganization.

Prior to the Petition Date, the Co-Listing Agents served as real
estate brokers for the Archdiocese's interests in the properties
in these locations:

  (a) the Cousins Center at 3501 South Lake Drive, in the city
      of St. Francis, Wisconsin;

  (b) 2458 West Locust Street, in the city of Milwaukee,
      Wisconsin;

  (c) 8900 W. Ryan & SEC of Ryan & 92nd Street, in the city of
      Franklin, Wisconsin;

  (d) NWC of Mequon Road & Wausaukee Road, in the village of
      Germanton, Wisconsin; and

  (e) S. Racine & W. National Avenue, in the city of New Berlin,
      Wisconsin.

Subject to the Court's approval, the Co-Listing Agents will
continue to serve as the real estate brokers for the Properties,
as well as render additional services, Mr. Diesing tells Judge
Kelley.  At the Archdiocese's discretion, the Co-Listing Agents
may also serve as real estate brokers for any additional parcels
of real property that the Archdiocese may attempt to sell, he
adds.

In accordance with Section 330(a) of the Bankruptcy Code, and in
keeping with the Archdiocese's prepetition agreements with the Co-
Listing Agents, the Archdiocese tells the Court that it intends to
pay the Agents on a commission basis.  Pursuant to Rule 2014 of
the Local Rules of the United States Bankruptcy Court for the
Eastern District of Wisconsin, the Archdiocese seeks authority to
pay the Co-Listing Agents a commission of (i) 6% of the purchase
price of the Cousins Center, (ii) 7% of the purchase price for the
other Properties, and (iii) up to 7% of the purchase price, to be
negotiated in advance by the Archdiocese with the Co-Listing
Agents, for any other parcels of real property for which the
Archdiocese employs the Co-Listing Agents as real estate brokers.

The commission percentages serve as a fee cap for the Co-Listing
Agents' engagement in the reorganization case, Mr. Diesing says.
He adds that the Co-Listing Agents will seek payment for their
professional services at the time any real estate for which they
serve as the Archdiocese's real estate brokers is sold.

James T. Barry III, president of Cassidy Turley, and Robert E.
Flood Jr., a partner at RFP Commercial, relate that the Co-Listing
Agents provide real estate services to numerous companies and
individuals in Wisconsin, and some of the companies may have
provided goods and services to the Archdiocese.  Messrs. Barry and
Flood, however, assure the Court that their firms' services to
those parties, if any, are unrelated to the Archdiocese's
bankruptcy proceeding 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: U.S. Trustee Won't Oppose Milw. Hiring of Firms
----------------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, through his
assistant, David W. Asbach, filed certificates of no objection in
response to these requests made by the Archdiocese of Milwaukee:

  -- application to employ Leverson & Metz S.C. as special its
     counsel;

  -- application to employ Cassidy Turley Barry, Inc., and RFP
     Commercial, Inc., as real estate brokers for the
     Archdiocese;

  -- application to employ Whyte Hirschboeck Dudek S.C. as its
     counsel;

  -- application to employ Buelow Vetter Buikema Olson & Vliet,
     LLC, as its special counsel;

  -- application to employ Quarles & Brady LLP as its special
     counsel;

  -- application to employ Baker Tilly Virchow Krause, LLP, as
     its accountants; and

  -- application to employ O'Neil, Cannon, Hollman, DeJong &
     Laing S.C. as its special counsel.

               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)


CELL THERAPEUTICS: Amends Form 8-K on $25MM Pref. Stock Deal
------------------------------------------------------------
On January 18, 2011, Cell Therapeutics, Inc. filed a current
report on Form 8-K reporting that the Company had entered into a
Securities Purchase Agreement with an institutional investor on
January 12, 2011.   As reported in the Troubled Company Reporter,
the Company entered into a securities purchase agreement to sell,
subject to certain closing conditions, up to $25.0 million of
shares of its Series 8 Non-Convertible Preferred Stock, warrants
to purchase up to 22,563,177 shares of common stock and an
additional investment right to purchase up to $25.0 million of
shares of its Series 9 Convertible Preferred Stock, in a
registered offering to a single life sciences institutional
investor.

The Company filed, on January 28, 2011, an amended Form 8-K to
report:

-- the filing on January 26, 2011, of Articles of Amendment to
    its Amended and Restated Articles of Incorporation with the
    Secretary of State of the State of Washington to establish the
    Company's Series 8 non-convertible preferred stock, no par
    value per share; and

-- the effectiveness on January 27, 2011, of the Series 8
    Articles of Amendment, which establish and designate the
    Series 8 Preferred Stock and the rights, preferences and
    privileges thereof.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at September 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CHIPOLA RIVER: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Chipola River Townhouses, Inc.
        3196 Townhouse Drive
        Marianna, FL 32446

Bankruptcy Case No.: 11-50033

Chapter 11 Petition Date: January 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Robert C. Bruner, Esq.
                  215 Delta Court
                  Tallahassee, FL 32303
                  Tel: (850) 385-0342
                  Fax: (850) 385-0977
                  E-mail: RobertCBruner@hotmail.com

Scheduled Assets: $1,107,400

Scheduled Debts: $757,543

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb11-50033.pdf

The petition was signed by Gerald McGee, president.


CHRYSLER GROUP: Posts $199MM Q4 Net Loss; In Talks With Banks
-------------------------------------------------------------
Jeff Bennett, writing for Dow Jones' Newswires, reports that
Chrysler Group LLC, posted a net loss of $199 million for the
fourth quarter of 2010 as interest payments on its government
loans continued to gnaw at the auto maker's bottom line.

Dow Jones points out the loss was much smaller than its $2.69
billion deficit in the year-ago quarter.  For all of 2010 Chrysler
had a loss of $652 million.

Dow Jones says Chrysler didn't disclose a comparable figure for
2009, when it was in bankruptcy.

According to Dow Jones, Chief Executive Sergio Marchionne said the
company would have made money if it hadn't had to pay $329 million
in interest in the fourth quarter.  Its interest payments for the
year totaled $1.23 billion.

Dow Jones relates Mr. Marchionne also predicted that Chrysler
would return to profitability this year and said the company's
partner, Fiat SpA, would likely meet the remaining U.S.-government
requirements to raise its stake in Chrysler to 35% from 25% this
year.

According to the report, Chrysler is working on a plan to secure
financing from a group of banks, including Goldman Sachs Group
Inc., and use the funds to repay the $7.4 billion in loans it
received from the U.S. and Canadian governments before filing for
bankruptcy in 2009.  The bank financing would come at a lower
interest rate than the government loans.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CIRTRAN CORP: Extends Forbearance Agreement With YA Global
----------------------------------------------------------
CirTran Corporation has entered into an amended Forbearance
Agreement with YA Global Investments, L.P. of Jersey City, N.J.,
which includes a new loan repayment schedule.

Iehab J. Hawatmeh, CirTran's chairman and president, said his
company "made significant progress in 2010 and early in 2011,
primarily in continued increases in cash flow and worldwide sales
of the Playboy-branded energy drinks manufactured and distributed
by CirTran.

"This growth," he said, "has enabled CirTran to be more pro-active
in management of our debt.  We have agreed to a debt payment
schedule with Y.A. Global with which we are confident we can
comply."  CirTran made the first scheduled payment of $225,000 to
YA Global last week on the effective date of the new agreement, he
said, nothing that the repayment schedule includes monthly payment
commitments by CirTran through December 31, 2011.

The amended Forbearance Agreement relates to three debentures
issued by CirTran to YA Global, formerly Cornell Capital Partners,
LP: on May 26, 2005 for $3,750,000; on December 30, 2005 for
$1,500,000 and on August 23, 2006 for $1,500,000.  A previous
Forbearance Agreement involving the three debentures was announced
in August 2009.

"CirTran is grateful for the continued support and confidence of
Y.A. Global, as demonstrated by this agreement," he said.  "With
more financial stability, the company is better positioned to move
forward and continue to build our Playboy-branded beverage
business and other operations worldwide."

On August 11, 2009, the Company and YA had entered into a prior
forbearance agreement, pursuant to which the Company had agreed to
make certain payments pursuant to the Financing Documents, and YA
had agreed to forbear from enforcing certain of its rights under
the Financing Documents.  The current Forbearance Agreement amends
and restates the Prior Agreement.

The parties to the new Forbearance Agreement are the Company; YA;
and the following subsidiaries of the Company: Racore Network,
Inc.; Cirtran - Asia, Inc.; CIRTRAN BEVERAGE CORP.; Cirtran Media
Corp.; Cirtran Online Corp.; Cirtran Products Corp.; and Cirtran
Corporation (Utah).  The new Forbearance Agreement notes certain
events of default under the Financing Documents, and notes that
the Company and the Guarantors had requested that YA forbear from
enforcing its rights and remedies under the Financing Documents,
and sets for the agreement between the Obligors and YA with
respect to that forbearance.

A copy of the Amended and Restated Forbearance Agreement, which
contains the new repayment schedule, is available for free at
http://is.gd/jS5s8u

                     About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.

The Company's balance sheet at September 30, 2010, showed
$15.69 million in total assets, $22.53 million in total
liabilities, and a stockholders' deficit of $6.83 million.


CLOVERLEAF ENTERPRISES: Penn Nat'l Buys Rosecroft for $10.25MM
--------------------------------------------------------------
Hanah Cho, writing for The Baltimore Sun, reports that casino
operator Penn National Gaming emerged Friday as the new owner of
bankrupt Rosecroft Raceway.  Penn National agreed to pay
$10.25 million in cash for the harness track in an auction,
outbidding Baltimore lawyer and Orioles owner Peter G. Angelos and
one other unidentified bidder, said Michael J. Lichtenstein, the
attorney representing the bankruptcy trustee, who oversaw the
private sale.  The purchase needs to be approved by the bankruptcy
court.

According to the report, Mr. Angelos was the "stalking-horse"
bidder in the Rosecroft auction.  He had agreed to buy the track
for $9 million in cash, plus $5 million subject to a referendum
expanding gambling at the facility, absent higher and better
offers.  Mr. Angelos will receive a $250,000 "breakup fee" and be
repaid a $250,000 loan he made to Rosecroft, Mr. Lichtenstein
said.

                   About Cloverleaf Enterprises

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

In November 2010, the U.S. Trustee named James J. Murphy to serve
as Cloverleaf's Chapter 11 trustee.


CNL HOTELS: Said to Be Preparing Bankruptcy Filing
--------------------------------------------------
The Wall Street Journal's Mike Spector and Eliot Brown report that
CNL Hotels & Resorts Inc., is preparing for a possible bankruptcy
filing ahead of Tuesday's deadline to repay about $1.5 billion in
debt on five of those properties, according to people familiar
with the matter.  The $1.5 billion debt is part of $3.3 billion in
total obligations spread across various tranches.

Sources told the Journal CNL's new owners are continuing to
negotiate with creditors in hopes of getting an extension on the
debt.   The sources said that as of mid-afternoon Monday, the new
owners hadn't reached a deal on the extension with Midland Loan
Services, which is overseeing a $1 billion securitized mortgage
that comes due Tuesday.  The remaining $500 million coming due
Tuesday is held by three so-called mezzanine lenders-Five Mile,
MetLife Inc. and Government of Singapore Investment Corp.,
according to people familiar with the situation.

The Journal relates the talks remained fluid and were stretching
into the evening Monday, and it was possible that an agreement
would be reached to keep CNL out of bankruptcy court.

The Journal relates the eight CNL resorts were purchased by a
Morgan Stanley real-estate fund in 2007 but recently taken over by
a group of creditors that includes hedge-fund firm Paulson & Co.
and Winthrop Realty Trust and Capital Trust.  The new owners were
junior creditors until they foreclosed on the properties at an
auction Friday.

The Journal says Paulson didn't respond to a request for comment.
A Morgan Stanley spokeswoman declined to comment.

The CNL resorts are believed to be worth less than the outstanding
debts from their purchase, according to the Journal.  The Journal
says any reworking of the existing loans would likely require
investing new money to pay down the debt.  People familiar with
the matter told the Journal among those who have expressed
interest in investing new money as equity holders are Morgan
Stanley and Five Mile Capital, which owns a piece of the junior
debt on the properties.

CNL's hotel portfolio includes the Arizona Biltmore Resort & Spa
in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand
Wailea Resort Hotel & Spa in Maui.


CODA OCTOPUS: Has $2.9MM Loss in Fiscal 2010; 10-K Delayed
----------------------------------------------------------
In a Form 12b-25 filing with the Securities and Exchange
Commission on January 28, 2011, Coda Octopus Group, Inc., said
that its annual report for the fiscal year ended October 31, 2010,
cannot be filed within the prescribed time period because the
Company requires additional time for compilation and review to
insure adequate disclosure of certain information required to be
included in the Form 10-K.  The report will be filed on or before
the fifteenth calendar day following the prescribed due date.

The Company disclosed in the filing that it incurred a loss from
operations of approximately $2,910,925 for the year ended
October 31, 2010 against $$6,983,200 during the same prior year
period.  Removing non-cash and nonrecurring expenses, the
comparison shows a loss from operations of $2,008,366 for the year
ended October 31, 2010 against a similarly adjusted $3,893,726
loss for the same prior year period.  This reduction in the loss
is largely attributable to the Company's reduction program
resulting in a reduction in the Company's SG&A across the Group.

                        About Coda Octopus

Coda Octopus Group, Inc., develops, manufactures, sells and
services real-time 3D sonar and other products, as well as
engineering design and manufacturing services on a worldwide
basis.  Headquartered in Jersey City, New Jersey, with research
and development, sales and manufacturing facilities located in the
United Kingdom, United States and Norway, the Company is engaged
in software development, defense contracting and engineering
services through subsidiaries located in the United States and the
United Kingdom.

The Company's balance sheet as of July 31, 2010, showed
$12.9 million in total assets, $27.7 million in total liabilities,
and a stockholders' deficit of $14.8 million.

As of July 31, 2010, the Company had a working capital deficit of
$20.2 million.  For the nine month period ended July 31, 2010, the
Company had negative cash flow from operations of $729,718.  The
Company also has an accumulated deficit of $61.1 million at
July 31, 2010.


CONNECTOR 2000: Ch. 9 Plan Confirmation Hearing Set for March 25
----------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina will convene a hearing on March 25,
2011, at 10:00 a.m., prevailing Eastern Time, to consider the
confirmation of Connector 2000 Association Inc.'s Plan for
Adjustment of Debts as amended on January 17.  Objections, if any,
are due March 16.

Written ballots accepting or rejecting the Plan are due 4:00 p.m.
on March 4.

As reported in the Troubled Company Reporter on January 24, the
approval of the disclosure statement explaining the Plan was made
possible by a settlement with the South Carolina Transportation
Department.  In July, the SCDT sought dismissal of the Chapter 9
case, because Connector 2000 is not a "municipality".  The
settlement avoided holding trial on eligibility for Chapter 9.

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

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Connector2000_DS.pdf

                        About Connector 2000

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

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


COTTON 303: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
The U.S. Trustee for Region 17 notified the U.S. Bankruptcy Court
for the District of Nevada that he was unable to appoint an
official committee of Unsecured Creditors in the Chapter 11 case
of Cotton 303, LLC.

Henderson, Nevada-based Cotton 303, LLC, filed for Chapter 11
bankruptcy protection on June 3, 2010 (Bankr. D. Nev. Case No. 10-
20380).  Terry V. Leavitt, Esq., who has an office in Las Vegas,
Nevada, assists the Company in its restructuring effort.  The
Company estimated assets at $10 million to $50 million and
$1 million to $10 million.


CRAFTMASTER PROPERTIES: Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: Craftmaster Properties, LLC
        3045 S. Fremont #A
        Springfield, MO 65804

Bankruptcy Case No.: 11-60142

Chapter 11 Petition Date: January 27, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  RAYMOND I. PLASTER, P.C.
                  2032 E. Kearney, Suite 107
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901
                  E-mail: riplaster@rip-pc.com

Scheduled Assets: $3,123,504

Scheduled Debts: $2,851,335

In its list of 20 largest unsecured creditors, the Company
identified only one creditor:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Collector of Revenue                             $15,596
Scott Payne
940 Boonville Ave
Springfield, MO 65802-3888

The petition was signed by Tom Barr, managing member.


CUMULUS MEDIA: Wallace R. Weitz Discloses 5.3% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 28, 2011, each of Wallace R. Weitz & Company
and Wallace R. Weitz disclosed beneficial ownership of 1,900,000
shares of common stock of Cumulus Media, Inc., representing 5.3%
of the shares outstanding.  As of October 26, 2010, the Company
had 42,030,355 outstanding shares of common stock consisting of
(i) 35,576,293 shares of Class A Common Stock; (ii) 5,809,191
shares of Class B Common Stock; and (iii) 644,871 shares of Class
C Common Stock.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Sept. 30, 2010, showed
$324.06 million in total assets, $673.31 million in total
liabilities, and a stockholders' deficit of $349.25 million.

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating from Moody's Investors Service.


DIGITILITI INC: CEO Taghizadeh Added to Board of Directors
----------------------------------------------------------
Effective January 24, 2011, Digitiliti Inc.'s Board of Directors
increased the size of the company's Board of Directors from five
to six persons and elected Ehssan Taghizadeh, the Company's
president and CEO, to fill the vacancy created.  The Board has not
decided at this time which committee Mr. Taghizadeh will be named
to.  Mr. Taghizadeh has served as the Company's President and CEO
since October 4, 2010.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company's balance sheet at September 30, 2010, showed
$1.6 million in total assets, $2.2 million in total liabilities,
and a stockholders' deficit of $605,063.  The Company has an
accumulated deficit of $25.1 million as of September 30, 2010.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's 2009 results.  The independent auditors noted that
the Company has suffered losses from operations and has a working
capital deficit.


DILLARD'S INC: Moody's Affirms 'B2' Rating; Outlook Now Positive
----------------------------------------------------------------
Moody's Investors Service changed Dillard's, Inc. rating outlook
to positive from stable.  It also affirmed all of Dillard's
existing ratings including its Corporate Family Rating and
Probability of Default Rating at B2.

The change in outlook to positive reflects Dillard's improved
EBIT, driven by a modest growth in comparable store sales combined
with higher gross margins from better inventory management and
continued discipline with selling, general, and administrative
expenses.  The positive outlook also reflects Moody's view that
Dillard's credit metrics will remain good which, with further
clarity around financial policy, could lead to a higher rating.

Dillard's B2 rating is constrained by the uncertainty around its
medium to longer term capital structure and its future intentions
with regard to its real estate investment trust subsidiary.
Dillard's has good credit metrics, very good liquidity, and
minimal near term debt maturities -- factors that would all
support a higher rating.  However, it recently announced that it
has formed a REIT with the intention of enhancing its ability to
access the debt or preferred stock markets.  This raises the level
of uncertainty around Dillard's financial policy and tolerance for
incremental debt.

Dillard's rating is also constrained by its history of
inconsistent operating performance.  The company has experienced a
prolonged decline in comparable store sales which started in 2000.
Although, comparable store sales for the first eleven months of
2010 have turned positive, they have been irregular and below its
peers. Given this, Moody's remains concerned that Dillard's
operating performance will continue to be inconsistent.  In
addition, while Dillard's operating margin has notably improved,
it remains low and well below its department store peers.

These ratings are affirmed:

For Dillard's, Inc.

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- Senior unsecured notes at B3 (LGD 4, to 68% from 59%)
  -- Subordinated notes at Caa1 (to LGD 6, 95% from LGD 5, 88%)

For Dillard's Capital Trust I

  -- $200 million preferred stock at Caa1 (to LGD 6, 95% from LGD
     5, 88%)

The last rating action for Dillard's was on March 22, 2010 when
its Probability of Default Rating was upgraded to B2 from B3.

Ratings could be upgraded should Moody's become comfortable that
Dillard's financial policy -- including transactions involving its
REIT -- will be managed such that credit metrics remain at levels
appropriate for a higher rating.  An upgrade would also require
that Dillard's maintains consistent operating performance at its
current levels.  Quantitatively, the company needs to maintain
debt to EBITDA at or below 3.5 times and EBITA to interest expense
at or above 2.0 times.

Ratings could be downgraded if operating performance deteriorates
such that EBITA to interest approaches 1.25 times or debt to
EBITDA rises above 5.5 times. Ratings could also be downgraded
should Dillard's liquidity become weak or should financial policy
become increasingly aggressive including transferring further
properties to the REIT.

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

Dillard's, Inc., is a regional department store chain operating
308 retail stores in 29 U.S. states with concentrations in the
southwest, southeast and midwest.  The company is headquartered in
Little Rock, Arkansas.  Revenues are about $6 billion.


DIMENTSIONS BY DAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Dimensions By Dan, Inc.
          aka Dan Gutierrez
        14523 Lee Road
        Houston, TX 77032

Bankruptcy Case No.: 11-30749

Chapter 11 Petition Date: January 27, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Dawn Guilliams, Esq.
                  THE ADAMS LAW FIRM
                  23501 Cinco Ranch Blvd., Suite H205
                  Katy, TX 77494
                  Tel: (281) 391-9237
                  Fax: (281) 391-0451
                  E-mail: dguilliams@adamslawfirm.com

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

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

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

The petition was signed by Daniel Gutierrez, president.


DISH NETWORK: Fitch Affirms 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirms the 'BB-' Issuer Default Rating assigned to
DISH Network Corporation and its wholly owned subsidiary DISH DBS
Corporation.  Fitch has also affirmed the 'BB-' rating assigned to
the senior unsecured notes issued by DDBS Corporation.

Additionally, Fitch has revised DISH's Rating Outlook to Stable
from Negative.  As of Sept. 30, 2010, DISH had approximately
$6.5 billion of debt outstanding.

The Stable Outlook recognizes the operational rebound DISH has
experienced during 2010.  From Fitch's view, DISH's operating
profile and competitive position continues to lag behind its peer
group.  However, strong ARPU growth has offset inconsistent
subscriber additions trends and higher churn metrics leading to an
acceleration of revenue growth.  Additionally better operating
efficiencies resulting in reduced operating costs related to
customer service along with the operating leverage inherit in
DISH's operating model have contributed to strong EBITDA
generation and margin expansion.  These factors combined have
produced a relatively stable credit profile.  Fitch believes that
the operating trends are sustainable over the ratings horizon and
that the current ratings have the capacity to accommodate
operational inconsistency that can be expected given the company's
weak competitive position.

Overall, Fitch's ratings reflect the operating leverage derived
from DISH's size and scale as the third largest multi-channel
video programming distributor in the U.S. and Fitch's expectation
for continued, albeit pressured free cash flow generation.  DISH's
operating profile is centered on its maturing video service
offering and lacks the revenue diversity and revenue growth
opportunities relative to its cable multiple system operator and
growing telephone company competition.  DISH's low-cost provider
strategy addresses the value-sensitive segment of the market, and
in Fitch's opinion DISH's position is increasingly difficult to
defend as all the service providers have become more aggressive
with pricing and service promotion discounts.  In addition DISH's
branding strategy tends to result in a less valuable subscriber
base and a subscriber base that is more vulnerable to economic
conditions.

Rating concerns center on the evolving competitive landscape,
DISH's lack of revenue diversity and narrow product offering
relative to its cable MSO and growing network based telephone
company video competition, and finally DISH's ability to balance
subscriber growth with growing operating margins and free cash
flow.  The ratings also incorporate Fitch's belief that DISH's
satellite based infrastructure can put the company at a
competitive disadvantage, relative to the cable MSO and telephone
company's respective technology and network positions, as video
content is expected to be increasingly consumed over alternative
platforms and devices such as wireless and higher-speed broadband
networks.

On a consolidated basis, total debt as of Sept. 30, 2010, was
approximately $6.5 billion, relatively unchanged when compared
with the $6.4 billion of debt outstanding as of year-end 2009 and
6.3% higher than total debt outstanding as of Sept. 30, 2009.
Reflecting DISH's stabilizing operational profile, DISH's leverage
profile has improved during the first nine months of 2010 as
leverage has declined from 2.41 times (x) as of year-end 2009 to
2.18x as of the LTM period ending Sept. 30, 2010.  Total debt
outstanding during 2011 is expected to remain relatively
consistent with year-end 2010 debt level of approximately
$6.5 billion as a $1 billion scheduled maturity is expected to be
refinanced.  Fitch assumes that a stable operating profile during
2011 will lead to nominal improvement in DISH's overall credit
profile and anticipates that DISH's leverage will be 2.1x as of
year end 2011 before trending below 2.0x as of year end 2012.

Given Fitch's expectations that DISH will continue generating
relatively stable free cash flow over the near to medium term,
DISH's capital allocation strategy is emerging as a key influence
in the evolution of the company's overall credit profile.
Considering the business risks attributable to DISH's operations
and expected credit protection metrics, Fitch believes that the
company's overall credit profile is relatively strong within the
rating category, providing the company with sufficient financial
flexibility to accommodate operational inconsistencies, adopt a
more aggressive financial policy regarding the return of capital
to shareholders and continue making strategic investments.  Fitch
believes that DISH's leverage can increase to a range between 3.5x
and 3.75x and maintain its current ratings, absent any material
competitive or operational changes.

Fitch believes that DISH's liquidity position is strong given
the current ratings and nominal scheduled maturities over the
intermediate term.  The company's liquidity position is supported
by cash and marketable securities on hand and expected free cash
flow generation.  As of Sept. 30, 2010, DISH had a total of
approximately $2.6 billion of cash and marketable securities --
relatively consistent with liquidity measures as of Sept. 30,
2009, and year-end 2009.  Fitch does note, however, that the
company does not maintain a revolver, which increases DISH's
reliance on capital market access to refinance current maturities,
elevating the refinancing risk within the company's credit
profile.  However, the current cash and marketable securities
balance is more than sufficient to address approximately
$1.5 billion of maturities scheduled through 2013, including
approximately $1 billion in 2011.  The uncertain cash requirements
related to DISH's ongoing litigation with TIVO, Inc. also adds
risk to DISH's liquidity position.

Free cash flow generation during the first nine months of 2010
declined by nearly 40% relative to the same period last year to
approximately $701 million.  Stronger EBITDA contributions during
the first nine months of 2010 have been offset by higher levels of
capital expenditures and increased interest and tax payments.
Fitch expects capital intensity will be relatively consistent over
the near term and that capital expenditures will continue to focus
on subscriber retention and capitalized subscriber premises
equipment.  Fitch anticipates that DISH will continue generating
relatively stable levels of free cash flow during the current
ratings horizon while incorporating higher levels of cash taxes.

Positive rating actions would likely coincide with the company
committing to a financial strategy and policy that would result in
a capital structure consistent with a higher rating.

Negative rating action would be contemplated if, among other
things, financial policy initiatives compel the company to
increase leverage beyond 3.5x, or if a potential legal settlement
with Tivo materially changes DISH's competitive position or
weakens the company's liquidity position or credit profile.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

DISH Network Corporation

  -- IDR at 'BB-'.

DISH DBS Corporation

  -- IDR at 'BB-';
  -- Senior unsecured notes at 'BB-'.


EASTLAND PLAZA: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eastland Plaza LLC
        5965 W. Washington Boulevard
        Culver City, CA 90232

Bankruptcy Case No.: 10-13564

Chapter 11 Petition Date: January 27, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Robert S. Altagen, Esq.
                  LAW OFFICES OF ROBERT S. ALTAGEN
                  1111 Corporate Center Drive, #201
                  Monterey Park, CA 91754
                  Tel: (323) 268-9588
                  Fax: (323) 268-8742
                  E-mail: rsaink@earthlink.net

Scheduled Assets: $1,595,000

Scheduled Debts: $1,389,763

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-13564.pdf

The petition was signed by Daniel Rafalian, managing member.


ESCO CORP: S&P Withdraws 'B+' Credit Rating at Firm's Behest
------------------------------------------------------------
Standard & Poor's Rating Services withdrawn its 'B+' corporate
credit rating on ESCO Corp. at the Company's request.


EURENERGY RESOURCES: Chapter 11 Case Transferred to Dallas
----------------------------------------------------------
The U.S. Bankruptcy court for the District of Nevada, Las Vegas
Division, entered an order transferring Eurenergy Resources
Corporation's Chapter 11 case to Dallas (Bankr. N.D. Texas Case
No. 11-30551).  The transfer was made effective January 26, 2011.

Dallas, Texas-based Eurenergy Resources filed for Chapter 11
protection (Bankr. D. Nev. Case No. 10-18071) in Las Vegas on
May 3, 2010.  The Debtor estimated up to $10 million in assets and
up to $50 million in debts in its Chapter 11 petition.

Bruce Thomas Beesley on behalf of Carlton Energy Group, LLC, filed
the change-of-venue motion, according to the docket.

Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, represents the Debtor.


EVANS OIL: Files for Chapter 11 in Ft. Myers, Florida
-----------------------------------------------------
Evans Oil Company LLC and six affiliates filed for Chapter 11
protection on January 30, 2011 in Ft. Myers, in Florida (Bankr.
M.D. Fla. Lead Case No. 11-01515).

Naples, Florida-based Evans Oil and its affiliates provide
Chevron-franchised service stations, retailers and other customers
with their requirements of various petroleum products, including
bulk oil, gas, diesel and lubricant products.  Its affiliated
debtors include an equipment-leasing company, a convenience store
and service station operator and a charter company.  In 2010, the
Debtors transported 50 million gallons of petroleum products,
generated revenues of $120,000,000 and EBITDA in excess of
$3,500,000.

As of Jan. 27, 20011, the Debtors reported assets of $32,378,783
and liabilities of $44,149,620.

Evans' principal working capital and secured lender is Fifth Third
Bank, which provides various credit facilities.  Presently, Evans
owes Fifth Third Bank approximately $34,000,000.

Evans says it is substantially current with its suppliers, taxes,
payroll and other creditors.

The Debtors did not file an affidavit that would detail events
leading to the Chapter 11 filing.

The Debtors said in a court filing that they are seeking Chapter
11 protection "in order to continue operations."


EVANS OIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Evans Oil Company LLC
          aka Evans Oil Co LLC
        3170 S. Horseshoe Drive
        Naples, FL 34104

Bankruptcy Case No.: 11-01515

Chapter 11 Petition Date: January 30, 2011

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

Debtor's Counsel: John S. Sarrett, Esq.
                  HAHN LOESER & PARKS LLP
                  800 Laurel Oak Drive, Suite 600
                  Naples, FL 34108
                  Tel: (239) 254-2955
                  E-mail: jsarrett@hahnlaw.com

                       -- and --

                  Lawrence E. Oscar, Esq.
                  Daniel A. DeMarco, Esq.
                   Christopher B. Wick, Esq.
                   Emily W. Ladky, Esq.,
                   HAHN LOESER & PARKS LLP
                   200 Public Square, Suite 2800
                   Cleveland, Ohio 44114
                   Tel: (216) 621-0150
                   Fax: (216) 241-2824
                   E-mail: leoscar@hahnlaw.com
                           Dademarco@hahnlaw.com
                           cwick@hahnlaw.com
                           eladky@hahnlaw.com


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

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

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
KCWL, LLC                             11-01519            01/30/11
Long Equipment Finance, LLC           11-01520            01/30/11
Long Petroleum Products               11-01521            01/30/11
Long Run, LLC                         11-01522            01/30/11
Octane, LLC                           11-01523            01/30/11
RML, LLC                              11-01524            01/30/11

The petitions were signed by Randy M. Long, manager.

Evans Oil's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chevron Products Company           Fuel                 $2,450,814
6001 Bollinger Canyon Road
San Ramon, CA 94583

TransMontaigne                     Fuel                 $1,834,252
P.O. Box 5660
Denver, CO 80217-5660

World Fuel Services                Fuel                   $125,355
9800 N.W. 41st Street, Suite 400
Miami, FL 33178

Chevron Petroleum Marketers        Oil Purchases          $103,600
                                   Clearing

Valvoline                          Oil Purchase            $85,517

Total Lubricants                   Oil Purchasing          $77,435
                                   Clearing

American Express                   Open Account            $59,450

JMP Solutions, Inc.                Trade                   $46,317

Valero                             Fuel                    $29,274

United of Omaha Life Ins.          Insurance               $16,460

FCCI Insurance Co.                 Insurance               $11,969

Atlantic Coastal Fuels, Inc.       Fuel                    $11,711

Federated Insurance                Life Insurance           $9,672

Port Consolidated                  Fuel Expense             $8,562

Tropic Oil Co.                     Oil                      $8,067

Bluecross Blueshield of Fla.       Insurance                $7,016

Prudential                         Insurance                $5,588

Neiert Consulting Group            Professional Services    $5,506

Palm Peterbilt                     Trade                    $3,639

Coleman, Hazzard & Taylor          Professional Services    $3,333


EVERGREEN SOLAR: Unveils Alterations to Debt-Exchange Offer
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Evergreen Solar Inc. has
revamped its debt-exchange offer, hoping to get investors on board
for a proposal that it said will "substantially reduce" the
company's liabilities.

As reported by the Troubled Company Reporter on December 10, 2010,
Evergreen Solar's Board of Directors has approved a comprehensive
recapitalization plan to align the company's capital structure
with its current business model and to better position Evergreen
Solar for future growth.  The recapitalization plan, if fully
executed, will:

     -- Substantially reduce the company's outstanding
        indebtedness and annual interest expense;

     -- Exchange a substantial portion of the company's existing
        convertible debt for new debt with longer maturities and
        lower conversion prices;

     -- Create a capital structure that should provide greater
        incentive to convertible debt holders to convert their
        notes into shares of the company's common stock, which
        would further accomplish Evergreen Solar's goal of
        substantially reducing outstanding debt; and

     -- Enhance the company's flexibility to manage its business
        by eliminating certain restrictive covenants and the
        security interests contained in existing debt instruments.

The recapitalization plan is comprised of these key elements:

     -- Exchange offers and a consent solicitation;

     -- Raising additional capital by seeking to sell up to
        $40,000,000 aggregate principal amount of Evergreen
        Solar's new 4% Convertible Subordinated Additional Cash
        Notes due 2020;

     -- Implementing the 1-for-6 reverse stock split previously
        approved by Evergreen Solar's stockholders at the
        company's annual meeting on July 27, 2010, which will
        become effective prior to the closing of the exchange
        offers; and

     -- Increasing Evergreen Solar's authorized shares of common
        stock from 120,000,000 to 240,000,000 shares (after giving
        effect to the reverse stock split), in order to ensure
        that the company has sufficient shares available for
        future issuances.

Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc.
(NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops,
manufactures and markets String Ribbon(R) solar power products
using its proprietary, low-cost silicon wafer technology.


FIN'L RESOURCES MORTGAGE: SEC Halts Ponzi Probe, Issues Orders
--------------------------------------------------------------
Bob Sanders, writing for New Hampshire Business Review, reported
that the U.S. Securities and Exchange Commission has ceased its
investigation of Financial Resources Mortgage Inc., the defunct
business at the heart of New Hampshire's biggest Ponzi scheme.
NHBR reports the SEC has proposed orders enjoining FRM and its
affiliate mortgage servicing company CL&M, and their principals,
Scott Farah and Donald Dodge, from engaging in fraud again.  The
report notes the order does not ask for any damages from the
bankrupt company, leaving the Bankruptcy Court in New Hampshire to
figure out how much money -- if any -- the Company's lenders or
investors should get.

NHBR says all parties agreed to submit to the SEC order, without
admitting or denying the original allegations.  The U.S. District
Court also has signed off on the order.

NHBR also reports the SEC is dropping its case against Center
Harbor Christian Church, run by Scott Farah's father Bob Farah,
deferring to the bankruptcy court adversary proceeding against the
church.  The adversary complaint was filed in April 2010, when the
SEC sought to freeze the church's assets, alleging that the
defendants transferred $669,000 in assets to the church over the
years, even though the money was supposed to go to specific
investments.

The report relates that in the criminal case against Messrs. Dodge
and Farah, U.S. District Court Judge Paul Barbadoro appeared
willing to defer any action of restitution to the bankruptcy
court, although he did not issue a final decision on the matter.
During that hearing, Judge Barbadoro sentence Mr. Farah to 15
years and Mr. Dodge to 6-1/2 years.

Financial Resources Mortgage a/k/a Financial Resources &
Assistance of The Lakes Region, Inc., a/k/a Financial Resources
National, Inc.; and C L & M, Inc., a/k/a Commercial Project Loan
Servicing filed for Chapter 7 bankruptcy (Bank. D. N.H. Case No.
09-14565).  Steven M. Notinger, Esq., has been appointed Chapter 7
Trustee.  Other affiliated entities are also in separate Chapter 7
proceedings: Scott David Farah (Bankr. D. N.H. Case No. 09-14902);
SMM 2007 Realty Trust (Bankr. D. N.H. Case No. 09-14903); and
Dodge Financial, Inc. (Bankr. D. N.H. Case No. 10-10278).

The Chapter 7Trustee may be reached at:

          Steven M. Notinger, Esq.
          DONCHESS & NOTINGER, PC
          547 Amherst Street
          Nashua, New Hampshire 03063
          E-mail: steve@dntpc.com


FIRST FEDERAL: Bear State to Invest $55 Million
-----------------------------------------------
First Federal Bancshares of Arkansas, Inc., announced that it has
entered into a definitive investment agreement with Bear State
Financial Holdings, LLC, pursuant to which Bear State will invest
up to $55 million in the Company and its banking subsidiary, First
Federal Bank.  As part of the recapitalization plan set forth in
the definitive investment agreement, the Company also intends to
conduct a rights offering following an initial closing of the
investment by Bear State.  The rights offering will allow existing
shareholders to purchase the Company's common stock at the same
purchase price per share paid by Bear State.  The investment by
Bear State is subject to the approval of the Company's
shareholders and the Office of Thrift Supervision and certain
other conditions related to the investment, including, among
others, the consummation by the Company of a 1-for-5 reverse stock
split of its common stock.  The Company, the Bank and Bear State
expect to close the initial investment in the 2nd quarter of 2011.

"This recapitalization plan will benefit our shareholders,
depositors and employees," said Larry J. Brandt, president and
chief executive officer of the Company.  "The additional capital
provided by Bear State and through the shareholder rights offering
will allow us to comply with the capital requirements of our
regulatory order, stabilize our banking operations as well as grow
our business so that we are positioned to attract new depositors
and increase our loan portfolios.  This is tremendous news for
First Federal and the communities we serve across northern
Arkansas."

Under the terms of the definitive investment agreement, Bear State
will initially purchase approximately $40.3 million of the
Company's common stock at a price of $0.60 per share.  Bear State
also anticipates purchasing from the United States Department of
the Treasury the preferred stock and warrants the Company
previously issued to the Treasury under the Troubled Asset Relief
Program - Capital Purchase Program for $6 million and delivering
the same to the Company in return for additional shares of the
Company's common stock.  In addition, the Company will issue to
Bear State a warrant to purchase an additional $6 million of the
Company's common stock.

Following this initial investment, the Company plans to initiate a
rights offering to its shareholders as of a record date to be
established by the Company's Board of Directors.  The rights
offering will allow these shareholders to purchase up to
approximately $8.7 million of the Company's common stock at the
same per share price offered to Bear State.  Bear State has agreed
to purchase any unsubscribed shares at the same per share price
offered to existing shareholders.  Other details relating to the
rights offering, including the record date, will be determined and
disclosed at a later date.

Prior to the initial investment by Bear State, the Company will
consummate a 1-for-5 reverse stock split of its common stock.  The
per share price being paid by Bear State in connection with its
investment, and the Company's shareholders in connection with the
rights offering, after giving effect to the reverse stock split,
is $3.00 per share of the Company's common stock.

The investment in the Company and subsequent contribution of
substantially all of the net proceeds to the Bank will place the
Bank's capital ratios well in excess of the capital required by
applicable regulations of the OTS and the Bank's 2009 Cease and
Desist Orders with the OTS.  The Company believes that once the
recapitalization is completed, First Federal Bank will be among
the most well-capitalized banks in Arkansas.

Bear State was organized by Arkansas-based Westrock Capital
Partners, LLC in order to facilitate the investment in the Company
by a group of individual investors from across Arkansas.  Rick
Massey, who is a partner in Westrock Capital Partners, serves as
the Chairman of Bear State.

Dabbs Cavin is expected to join the senior executive team of the
Company and the Bank following the closing of Bear State's initial
investment.  Mr. Cavin has been active in commercial banking in a
variety of executive positions for more than 20 years, including
start-ups and expansions into new markets.  He formerly served as
an examiner for the precursor to the OTS, executive vice president
and chief lending officer of Pinnacle Bank, president of the
Little Rock market for BancorpSouth following its acquisition of
Pinnacle, and executive vice president of Summit Bank.

"I am really excited about the opportunity that is ahead of us
thanks to the strong growing communities in which First Federal
operates and thanks to First Federal's outstanding customers.  It
will require hard work and, together with the team of professional
bankers at First Federal, we believe we will be able to work
through our troubled assets and grow loans in an effort to return
First Federal to profitability." Cavin said.

             About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company's balance sheet at Sept. 30, 2010, showed
$632.34 million in total assets, $592.88 million in total
liabilities, and stockholders' equity of $39.46 million.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by December 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., 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 of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.

First Federal reported a net loss of $5.36 million on
$7.01 million of total interest income for the three months ended
Sept. 30, 2010, compared with a net loss of $23.23 million on
$8.69 million of total interest income for the same period the
prior year.


FORD MOTOR: Reports $6.60 Billion Net Income in 2010
----------------------------------------------------
Ford Motor Company reported 2010 full year net income of
$6.6 billion, or $1.66 per share, an increase of $3.8 billion, or
80 cents per share, from 2009.  This was Ford's highest net income
in more than 10 years, as strong products and new investments
fueled improvements in all of the company's business operations
around the world.

Revenue was $32.5 billion in the fourth quarter and $120.9 billion
for the full year, an increase of $17 billion from full year 2009,
excluding Volvo from 2009.

"Our 2010 results exceeded our expectations, accelerating our
transition from fixing the business fundamentals to delivering
profitable growth for all," said Alan Mulally, Ford president and
CEO.  "We are investing in an unprecedented amount of products,
technology and growth in all regions of the world."

Full year 2010 pre-tax operating profit was $8.3 billion, or $1.91
per share, an increase of $8.3 billion, or $1.90 per share, from a
year ago.  This increase reflects a profit in each Automotive
segment led by strong performance in North America, reflecting
primarily favorable volume and mix as well as favorable net
pricing.  Ford Credit's strong profit also contributed
significantly to Ford's full year performance.

Ford made significant progress in strengthening its balance sheet,
reducing Automotive debt by $14.5 billion in 2010, a 43%
reduction.  These actions will lower annualized interest expense
by more than $1 billion.  Ford finished the year with Automotive
gross cash exceeding debt by $1.4 billion.  Fourth quarter actions
reduced Automotive debt by $7.3 billion, including $2.5 billion of
newly announced debt reductions to pay down Ford's revolving
credit facility and term loans.

Ford reported fourth quarter net income of $190 million, or 5
cents per share, a decrease of $696 million, or 20 cents per
share, from the fourth quarter of 2009.  This includes the
negative impact of special items of $1 billion, primarily
associated with a previously disclosed $960 million charge related
to the completion of debt conversion offers that reduced
outstanding Automotive debt by over $1.9 billion.

Ford earned a pre-tax operating profit of $1.3 billion, or 30
cents per share, in the fourth quarter, marking the sixth
consecutive quarter of pre-tax operating profit.  This is a
decrease of $322 million, or 13 cents per share, from the fourth
quarter of 2009.

A full text copy of the press release on Ford's fourth quarter
results is available for free at http://is.gd/b9OGXy

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at Sept. 30, 2010, showed
$177.07 billion in total assets, $178.81 billion in total
liabilities, and a stockholders' deficit of $1.77 billion.

                           *     *     *

As reported by the Troubled Company Reporter on October 12, 2010,
Moody's Investors Service raised the Corporate Family Rating of
Ford Motor to 'Ba2' from 'B1'.  Other ratings that were raised
include Probability of Default to 'Ba2' from 'B1'; senior secured
credit facility to 'Baa3' from 'Ba1'; senior unsecured to 'Ba3'
from 'B2'; and, preferred stock to B1 from B3.  Moody's also
raised the CFR and senior unsecured ratings of Ford Motor Credit
Company LLC, FCE Bank Plc, and Ford Credit Canada Limited to Ba2
from Ba3.  The rating outlook for Ford and Ford Credit is stable.

Moody's said Ford's operating performance exceeded expectations
during the first half of 2010.  Moody's believe that Ford is well
positioned to continue generating strong earnings and cash flow
through 2011, and to further strengthen its balance sheet.  Ford's
ability to achieve this progress will be supported by the much
healthier industry fundamentals that have resulted from the
extensive restructuring of the US automotive sector during the
past two years, and by Ford's highly competitive product
portfolio.

As reported by the TCR in August 2010, Dominion Bond Rating
Service upgraded the Issuer Rating of Ford Motor to BB (low) from
B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer
Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings
Services raised its corporate credit rating on Ford Motor and Ford
Motor Credit LLC to 'B+' from 'B-'.  The rating agencies cited
Ford's strong financial performance and substantial debt reduction
accomplished in the second quarter of 2010.


FORD MOTOR: Fitch Upgrades Issuer Default Rating to 'BB'
--------------------------------------------------------
Fitch Ratings upgraded the Issuer Default Ratings for Ford Motor
Company and its Ford Motor Credit Company LLC captive finance
subsidiary to 'BB' from 'BB-'.  The Rating Outlook for both Ford
and Ford Credit is Positive.

Ford's ratings reflect its continued strong financial performance
and the substantial debt reduction accomplished in the fourth
quarter, both of which outperformed Fitch's previous expectations.
Although U.S. industry sales of 11.6 million units in 2010 was
relatively low compared to what was seen prior to the recession,
increased pricing and an improved cost structure have allowed Ford
to produce strong automotive cash flow.  This has been used, in
turn, to substantially reduce the company's debt load, which
declined by $7.3 billion in the fourth quarter.  In 2011, Fitch
expects Ford's competitive product portfolio and increased global
automotive demand to drive free cash flow higher, supporting
liquidity growth and providing additional opportunities to further
de-lever the company's balance sheet.

Challenges remain, however, including continued weakness in the
European auto market, aggressive industry competition, continued
global manufacturing overcapacity, rising oil prices and upcoming
labor negotiations in the U.S.  In addition, the potential remains
for the recovery in the U.S. and European economies to slow or
reverse, which could negatively affect industry auto demand.  In
general, though, Fitch expects Ford to be well positioned to meet
most of these challenges over the medium term.

Previously, Fitch has cited the following factors as rationale for
a potential upgrade of Ford's ratings:

  -- U.S. industry sales seasonally adjusted annual rate (SAAR)
     rebounds to an annualized level of 13 million-13.5 million
     units, which Fitch expects to be achieved later this year;

  -- Ford's products continue to hold or gain market share;

  -- Inventory management at both Ford, and within the U.S.
     industry, allows Ford to hold or improve product prices,
     supporting margin performance;

  -- Positive free cash flow is achieved and continues on an
     upward trajectory;

  -- The pace of balance sheet strengthening through debt
     reduction accelerates;

  -- Ford Credit maintains or improves competitive access to
     capital.

Fitch's industry forecast for 2011 calls for full-year U.S. auto
sales of 12.5 million, up 8.2% from the 11.6 million level seen in
2010.  U.S. SAAR could hit the 13 million level over the course of
the year, however, and rise further in 2012 and beyond.   Ford's
product portfolio performed well in 2010, gaining U.S. market
share for the second year in a row, and the company's product
line-up for 2011, which includes completely new versions of the
Focus compact and Explorer sport utility vehicle, is likely to
help support the share position this year.  These new products,
along with refreshed versions of the Edge crossover and F-150
pickup, also are expected to support continued net pricing and
margin strength in 2011.

Strong net pricing and a lower cost base contributed to a Fitch-
calculated automotive EBITDA margin of over 10% in 2010, and Fitch
expects that figure could grow slightly in 2011.  Increased
margins led to free cash flow that improved significantly in 2010,
with Fitch's calculation of free cash flow rising to an estimated
$3.2 billion for the full year, up from negative free cash flow of
($454) million in 2009.  In 2011, Fitch expects free cash flow to
remain positive, but it could decline somewhat from 2010's level
as capital spending grows to support new product development.
Ford Credit is expected to continue enjoying the relatively good
access to capital that it had in 2010. Last year, the financing
unit saw increased access to the unsecured bond market, and Fitch
does not see its access to this market waning in the intermediate
term. Overall, Fitch expects Ford to continue making progress in
2011 on each of the items noted above.

Over the course of 2010, Ford reduced its automotive debt by
$14.5 billion to a total of $19 billion at year-end 2010 from
$34 billion at Dec. 31, 2009, largely through a combination of
prepayments and equity conversions on the company's convertible
notes.  During the fourth quarter, Ford repaid the remaining
$3.6 billion of its note obligation to the United Auto Workers'
Voluntary Employee Beneficiary Association retiree healthcare
trust.  The company also repaid $1.7 billion of the remaining
$2.5 billion outstanding on its revolving credit facility, and
it reduced the amount outstanding on its term loan by about
$800 million.  In addition, during the quarter it paid
$534 million in cash premiums to induce holders of its convertible
notes due in 2016 and 2036 to convert a portion of their holdings
to equity, resulting in a further debt reduction of $1.9 billion.

Looking ahead, Fitch expects the company to continue seeking
opportunities to reduce its outstanding debt over the
intermediate term, although the rate of debt reduction likely
will slow as opportunities for prepayments and debt-to-equity
conversions will be more limited.  Fitch expects the most likely
opportunities for further debt reduction, beyond upcoming debt
maturities, would involve pre-paying the remaining bank debt
outstanding and, perhaps, seeking conversion of a portion of the
company's $3 billion in convertible subordinated debentures.
Potentially offsetting a portion of the debt reduction would be
any additional borrowings from the U.S. Department of Energy's
Advanced Technology Vehicle Manufacturing Program.  Ford has been
approved for up to $5.9 billion in borrowings from the program,
but as of year-end 2010, it had borrowed only about $3 billion,
suggesting that borrowings could rise by up to $2 billion over the
next several years if the company chooses to utilize the full
amount approved.

The improved market environment, increased competitiveness of
Ford's products, lower cost structure and reduced debt load have
all resulted in a substantial strengthening of the company's
credit profile over the past year. Fitch calculates that Ford
ended 2010 with EBITDA leverage of 1.8 times (x) and fixed charge
coverage of 9.0x.  As noted earlier, free cash flow for the year
was a Fitch-estimated $3.2 billion after capital spending of
$4 billion.  In addition, Ford received $2.7 billion in dividends
and other proceeds from Ford Credit.  Ford ended the year with a
cash balance of over $20 billion, down from about $25 billion at
year-end 2009, but total liquidity, including availability on the
company's primary revolving credit facility, increased to nearly
$28 billion from about $26 billion at year-end 2009.  Notably,
Ford ended 2010 with a cash balance that exceeded its debt
outstanding by $1.4 billion.

Fitch currently expects Ford's credit profile to strengthen
further during 2011 due to a continuation of many of the same
factors that contributed to the improvement in 2010, including
additional debt reduction.  Leverage is likely to decline further
over the course of 2011, while coverage is expected to rise.  The
pace of change is expected to slow from 2010's level, however, as
the rate of improvement in global auto market conditions
stabilize.  Total liquidity is expected to remain at or above the
year-end 2010 level, and Fitch expects the company will produce
positive free cash flow once again, even with an increase in
capital spending to the company-projected range of $5 billion to
$5.5 billion.

Despite the dramatic positive change seen in Ford's credit profile
over the past year, significant risks remain.  These risks include
a still-high debt load, as well as significant pension and OPEB
obligations, although the latter was reduced heavily with the 2009
VEBA agreement.  As of year-end 2010, Ford's global pension plans
were underfunded by $11.5 billion, with $6.7 billion of that in
the U.S.  The company was not required to make any contributions
to its U.S. pension plans in 2010, but it contributed a total of
$1.4 billion to its global plans during the year, including about
$400 million in contributions to unfunded plans outside of the
U.S. Pension contribution requirements could rise materially in
the future if asset returns or market interest rates are
unfavorable, although Fitch expects that Ford's liquidity will be
sufficient to cover any increased contributions in the
intermediate term.

Ford's ratings also incorporate the continued uncertainty
regarding the strength and pace of the global economic recovery.
Although Fitch expects the U.S. economic recovery to continue
through the next several years, high unemployment and ongoing
housing weakness will constrain the rate of growth.  Conditions in
Europe are more uncertain, as increased fiscal tightening could
weaken auto demand.  The highly competitive European auto market
has been characterized by very aggressive pricing following the
end of government-sponsored scrappage programs, and additional
fiscal tightening could further challenge the profitability of
Ford's operations there.

Also pressuring Ford's ratings in the near term is the upcoming
labor negotiations between Ford and the UAW. Ford's contract with
the UAW expires in September of this year.  The union already has
stated publicly its desire to claw back some of the concessions it
agreed to when the industry was on the brink of collapse.
Although Fitch expects all three Detroit automakers will seek to
tie compensation more closely with profitability, the negotiations
are likely to be difficult, and labor costs could rise with the
ratification of a new agreement.  It also is important to note
that Ford's current labor agreement does not include the 'no
strike' provisions contained in the UAW's agreements with GM and
Chrysler, which could become an issue for Ford if negotiations
with the union deteriorate later this year.

Ford's senior secured credit facility and term loan ratings
are rated two notches above the IDR at 'BBB-' to reflect the
substantial collateral coverage backing those facilities.  The
senior unsecured rating is one notch below the IDR at 'BB-' to
reflect the substantial portion of the company's debt structure
that is secured and therefore has priority over the unsecured
debt.  The rating on the subordinated convertible debentures is
two notches below the IDR at 'B+', reflecting the subordinated
convertible debentures' lowest priority position in the company's
debt structure.

Ford's ratings could be upgraded in the intermediate term if the
company continues to make progress on leverage reduction while
maintaining a strong liquidity position.  This most likely would
be accomplished by continued improvement in external market
conditions, combined with an ability to at least maintain both
market share and net pricing strength.  On the other hand, Ford's
ratings could be downgraded if external market conditions weaken
significantly, resulting in weakened free cash flow, a decline in
liquidity and an increase in leverage.  This situation would
require a significant reversal of current market trends, and is
unlikely in the medium term unless triggered by an unexpected
event.  Fitch also could take a negative rating action if a
prolonged strike were to occur following a breakdown in labor
negotiations.

The upgrade of Ford Credit and its related subsidiaries reflects
the strong linkage between the ratings of Ford Credit and Ford.
In addition, the ratings also reflect Ford Credit's improved
funding access to secured and unsecured markets, consistent
operating performance, solid asset quality in the underlying loans
and lease portfolio, and improved capital and liquidity position.
The one notch differential between the long-term IDR and the
senior unsecured debt rating of Ford Credit reflects Fitch's view
that securitized debt currently comprises a higher portion of
total debt compared to historical levels, which results in
relatively lower level of unencumbered assets available to
unsecured bondholders.  Fitch does recognize the company's efforts
to improve the funding mix from secured versus unsecured and notes
that the ratings could be equalized over the longer term as the
funding mix shifts more towards unsecured funding.

Fitch has taken the following rating actions:

Ford Motor Company

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Senior secured credit facility upgraded to 'BBB-' from 'BB+';
  -- Senior secured term loan upgraded to 'BBB-' from 'BB+';
  -- Senior unsecured upgraded to 'BB-' from 'B'.

Ford Motor Co. Capital Trust II

  -- Subordinated convertible debentures upgraded to 'B+' from
     'B-'.

Ford Motor Co. of Australia

  -- Long-term IDR upgraded to 'BB' from 'BB-'.

Ford Motor Credit Company LLC

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- Commercial paper (CP) affirmed at 'B'.

Ford Credit Europe Bank Plc

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- CP affirmed at 'B';
  -- Short-term deposits affirmed at 'B'.

Ford Capital B.V.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Senior unsecured affirmed at 'BB-'.

Ford Credit Canada Ltd.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- CP affirmed at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- CP affirmed at 'B'.

Ford Credit de Mexico, S.A. de C.V.

  -- Long-term IDR upgraded to 'BB' from 'BB-'.

Ford Credit Co. S.A. de C.V.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Senior unsecured affirmed at 'BB-'.

Ford Motor Credit Co. of New Zealand Ltd.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured affirmed at 'BB-';
  -- CP affirmed at 'B'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR affirmed at 'B'.

Ford Holdings, Inc.

  -- Long-term IDR upgraded to 'BB' from 'BB-';
  -- Senior unsecured upgraded to 'BB-' from 'B'.


FORD MOTOR: Moody's Affirms 'Ba2' Rating; Outlook Now Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ford Motor
Company and Ford Motor Credit Company and changed the rating
outlook to positive from stable.  These ratings include for Ford:
Corporate Family Rating and Probability of Default Rating (PDR) --
Ba2; senior unsecured -- Ba3; secured credit facility -- Baa3; and
Speculative Grade Liquidity rating -- SGL-2; and for Ford Credit:
CFR and senior unsecured -- Ba2.

Ford's positive outlook reflects Moody's expectation that the
company will make further progress in strengthening its credit
metrics, and that this progress could support a rating upgrade
during the next 12 to 18 months.  The improvement in Ford's
financial profile will be driven by the increasing competitiveness
of its product portfolio in the US, the growing likelihood that US
automotive shipments will rise from 11.6 million units in 2010 to
approximately 13 million units in 2011, and the impact of the
$14.5 billion debt reduction that Ford achieved during 2010.  Much
of this debt reduction took place during the latter half of 2010,
and a full-year impact of significantly reduced interest expense
will not be evident until later in 2011.

Primary considerations in Ford Credit's outlook change to positive
are its strategic importance to Ford and Ford's explicit and
implicit support of its finance unit.  "Ford is outpacing Ford
Credit in terms of improving its stand-alone credit strength,
which makes Ford's support of Ford Credit an increasingly
prominent rating consideration," said Moody's senior analyst Mark
Wasden.  "Ford's ability to support Ford Credit, should it be
required, is strengthened as Ford's own operating prospects
improve," he added.

Ford's 2010 full-year automotive earnings increased by
$7.2 billion.  Moody's expects the pace of improvement in
earnings and cash generation to moderate during 2011 due,
in part, to headwinds posed by rising commodity prices, new
vehicle launch costs, and weak automotive demand in Europe.
Nevertheless, Moody's anticipates that Ford will remain on
track for strengthening its credit profile.  The most significant
challenge facing Ford is the need to negotiate a new UAW contract
in September.  The current contract provided the US auto industry
with concessions that were essential to reestablishing a viable
and competitive cost structure.  These concessions included
significant headcount reductions, the elimination of the JOBS
bank, the creation of a two-tiered wage and benefit structure that
will apply to new hires, and the establishment of the UAW-
administered retiree healthcare program.  The current contract
expires in September.

Ford, unlike General Motors and Chrysler, does not have a no-
strike provision in its contract.  Consequently, Moody's believes
Ford will likely be selected by the UAW as the target for
negotiation of a new contract that will then set the pattern for
key elements of contracts ultimately reached with GM and Chrysler.

Bruce Clark, senior vice president with Moody's said "Almost
everything that Ford needs in order to stay on track for a
stronger credit profile is in place: a robust US product
portfolio, recovering domestic demand, a significantly stronger
balance sheet after debt reduction actions, almost $28 billion in
liquidity, and operating efficiencies that are competitive with
those of transplants.  The one thing that could derail them is a
new UAW contract that undermines the US industry's new-found cost
competitiveness, or that results in a prolonged or expensive
strike."

Moody's base case forecast for Ford anticipates that a new UAW
contract will continue to incorporate some form of profit sharing
that enables workers to participate in the improving financial
performance of the company.  Moody's expects that such a program
will not represent an overly burdensome increase in Ford's cost
structure and will not materially impact the pace of improvement
in the company's credit metrics.

If Ford achieves a new contract that preserves its operating
flexibility without a costly strike, and continues to strengthen
its credit metrics, the company's rating could be raised.  Moody's
considered alternate scenarios including the risk that a strike
could temporarily disrupt Ford's operations and severely erode its
liquidity position, or that the new contract ultimately reached
could include more costly wages, benefits or work-rule provisions.
Moody's believes that the probability of a new contract
substantially reversing the competitive gains that have been
achieved by the US automotive industry is low.  Nevertheless, the
contract negotiations are an important risk factor that will
constrain any improvement in the rating until constructively
resolved.

Ford's SGL-2 Speculative Grade Liquidity rating recognizes the
company's considerable liquidity resources, which include
$20.5 billion in cash and approximately $7 billion in committed
credit facilities.  The company's major liquidity requirement is
the approximately $7 billion to $8 billion that we estimate it
will need to fund intra-month working capital requirements.  Debt
maturities are relatively modest at approximately $2 billion
during the coming twelve months.  Ford's liquidity sources of
$27.7 billion exceed these requirements by approximately
$21 billion.

Ford must also contend with the potentially sizable cash burn
and the resulting liquidity requirement that might arise in the
event of a prolonged strike.  Ford's total liquidity sources of
$28 billion should provide ample coverage of all requirements --
even those that might result from a strike.  Nevertheless, the
critical nature of the upcoming negotiations and the uncertainty
surrounding the resolution constrain the company's Speculative
Grade Liquidity rating at SGL-2.  A successful resolution of the
contract negotiations and a preservation of Ford's sizable
liquidity position would likely support an increase in the
Speculative Grade Liquidity rating to SGL-1.

Ford's progress on its operating initiatives is likely to lead
Ford Credit to experience higher origination volumes, better
access to funding, and steadier profitability metrics.  However,
Ford Credit's continuing reliance on confidence-sensitive
wholesale funding and its high percentage of encumbered assets are
constraints on its stand-alone profile.  Furthermore, Moody's
expects that Ford Credit will eventually increase its leverage,
reducing cash liquidity by increasing distributions to Ford.  In
time, the negative consequences of this on the firm's credit
profile could be partially offset if Ford Credit successfully
transitions its funding mix to include a higher percentage of
unsecured debt and unencumbered assets, and further strengthens
its liquidity profile.

The last rating action for Ford and Ford Credit was an upgrade of
their Corporate Family Rating to Ba2 on October 8, 2010.

The principal methodology used in rating Ford was Moody's Global
Automotive Manufacturer Methodology, published in December 2007.
The principal methodology used in rating Ford Credit is Analyzing
the Credit Risks of Finance Companies.  Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found on Moody's website.


GENERAL EMPLOYMENT: Gets Add'l Deficiency Letter from NYSE Amex
---------------------------------------------------------------
General Employment Enterprises, Inc. disclosed that on January 27,
2011, the Company received an additional deficiency letter from
NYSE Amex LLC indicating that, based on a review of publicly
available information, the Company is not in compliance with
Section 1003(a)(ii) of the NYSE Amex Company Guide because it had
stockholders' equity of less than $4,000,000 and losses from
continuing operations and net losses in three out of its four most
recent fiscal years.

As previously announced by the Company, the Company received a
deficiency letter from the Exchange on June 17, 2010 indicating
that the Company was not in compliance with Section 1003(a)(i) of
the Company Guide because it had stockholders' equity of less than
$2,000,000 and losses from continued operations and net losses in
two out of its three most recent fiscal years.

The Company was afforded the opportunity to submit a specific plan
to achieve and sustain compliance with the Exchange's continued
listing requirements, and on July 14, 2010, August 17, 2010,
August 19, 2010, August 26, 2010, September 8, 2010 and
September 13, 2010, the Company presented its plan and supporting
documentation to the Exchange.  The Company received notice from
Exchange staff on September 24, 2010 indicating that the Exchange
accepted the Plan and granted an extension until December 16, 2011
for the Company to regain compliance with the continued listing
standards.  The Company has continued its listing during the
extension period, during which time the Company has been subject
to periodic review by Exchange staff.

At this time, the Company is not required to submit an additional
plan of compliance in connection with the deficiency identified in
the January 27, 2011 letter because the Plan, as accepted by the
Exchange, demonstrates the Company's ability to regain compliance
with Section 1003(a)(ii) of the Company Guide.  The Company is
required, however, to submit a written update to the Exchange by
no later than February 3, 2011 detailing the current status of the
initiatives outlined in the Plan.  The Company also has the option
to supplement the Plan by no later than February 28, 2011 to
address how it intends to regain compliance with Section
1003(a)(ii) of the Company Guide.  The Company currently intends
to prepare and submit a written update to the Exchange detailing
the current status of the initiatives outlined in the Plan within
the time frame required by the Exchange.

If the Company is not in compliance with all of the Exchange's
continued listing standards within the required time period or
does not make progress consistent with the Plan during the
extension period, the Exchange staff will initiate delisting
proceedings as appropriate.  The Company may appeal an Exchange
staff determination to initiate delisting proceedings in
accordance with Section 1010 and Part 12 of the Company Guide.
There can be no assurance that the Company will be able to
successfully implement the Plan and return to compliance with the
Exchange's continued listing standards within the required time
period.

                        About General Employment

General Employment provides the following distinctive services:
(a) placement services (b) temporary professional staffing
services in the fields of information technology, engineering, &
accounting and (c) temporary staffing in the light industrial and
agricultural industry.


GENERAL MOTORS: Cancels Planned $14.4BB Loan From Dept. of Energy
-----------------------------------------------------------------
Acknowledging significant improvement in its business performance,
General Motors last week said it was withdrawing its $14.4 billion
application for direct loans from the U.S. Department of Energy.

The Advanced Technology Vehicles Manufacturing Loan Program --
Section 136 of the Energy Independence and Security Act passed in
December 2007 -- authorized $25 billion in direct DOE loans to
companies toward retooling U.S. factories to make vehicles and
components that improve fuel economy.

"This decision is based on our confidence in GM's overall progress
and strong, global business performance," said Chris Liddell, GM
vice chairman and chief financial officer.  "Withdrawing our DOE
loan application is consistent with our goal to carry minimal debt
on our balance sheet."

Since July 2009, the newly formed General Motors Company
successfully launched a $23.1 billion Initial Public Offering of
stock and, for the first nine months of 2010, generated $4.2
billion in net income attributable to common stockholders.
Additionally, GM has invested approximately $3.4 billion in U.S.
facilities that have created or retained nearly 11,000 jobs - most
of which have gone towards new, fuel efficient cars like the
extended-range electric Chevrolet Volt,  the fuel-sipping
Chevrolet Cruze,  and advanced battery manufacturing.

"Our forgoing government loans will not slow our aggressive plans
to bring more new vehicles and technologies to the market as
quickly as we can," said Liddell.  "We will continue to make the
necessary investments to assert our industry leadership in
technology and fuel economy."

The U.S. Congress appropriated funding for the DOE loan program in
the fall of 2008 at a time when the auto industry was seeking to
maintain its product and technology programs while contending with
the developing global economic crisis.

GM submitted its current application to the DOE in October 2009.

                       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. was formed to acquire Old GM's operations
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)


GEO GROUP: S&P Lowers Rating to 'B+' on More Debt for Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boca Raton, Fl.-based The GEO Group to 'B+' from 'BB-'.
The rating outlook is stable.

"In addition, we lowered the issue-level ratings on the Company's
amended $1 billion bank credit facility to 'BB' from 'BB+'.  The
amended bank credit facility increases the revolving credit
facility due in August 2015 to $500 million from $400 million,"
said Standard & Poor's credit analyst Brian Milligan.  The Company
is issuing a new $150 million in term loan A-2 debt due in August
2015, to which S&P assigned a 'BB' issue-level rating and '1'
recovery rating (the same as existing bank credit facility issue-
level ratings).  The term loan A due in August 2015 remains at
$150 million.  The term loan B due in August 2016 remains at
$200 million.  The recovery ratings on the amended bank credit
facility remain '1', indicating S&P's expectation of very high
(90% to 100%) recovery for debtholders in the event of a payment
default.  At the same time, S&P lowered the issue-level ratings on
the Company's $250 million senior unsecured notes due August 2017
to 'B+' from 'BB-'.  The recovery rating remains '4', indicating
S&P's expectation of average (30% to 50%) recovery for debtholders
in the event of a payment default.

The Company intends to use the debt proceeds to help fund the
acquisition of BI Inc. and pay transaction-related expenses.  Pro
forma for the proposed amendment, S&P estimates GEO will have
about $1.5 billion in debt outstanding, a portion of which is non-
recourse.

The downgrade reflects the meaningful deterioration in GEO's
credit metrics following proposed transaction of BI and the
acquisition of Cornell, and S&P's view that management's financial
policy has become more aggressive.  S&P estimates the Company's
pro forma adjusted leverage is high, at about 4.8x for the
trailing 12 months ended Dec. 31, 2010, compared with 4.0x prior
to the transaction.  Cash flow protection measures will also be
weak with pro forma funds from operations (FFO) to total debt at
about 10% for the same time period.  These measures are
commensurate with 'B' rating category medians.  S&P views the
Company's financial risk profile as highly leveraged because of
the Company's aggressive financial policy, increased leverage, and
weakened cash flow protection measures.  This overshadows S&P's
assessment that the Company's business risk profile is fair due to
its position as the second largest Company, with 33% market share,
in the private corrections industry.


GREAT ATLANTIC & PACIFIC: Pursues Adv. Proceeding vs. OfficeMax
---------------------------------------------------------------
OfficeMax Inc., an Illinois-based office supplier, filed a
complaint on August 16, 2010, in the Circuit Court of the
Eighteenth Judicial District, in DuPage County, Illinois, against
The Great Atlantic & Pacific Tea Company Inc. and its three
senior executives.

In its complaint, OfficeMax alleges that Sam Martin, a former
employee of OfficeMax and the current president and chief
executive of A&P, improperly solicited Carter Knox and Paul Hertz
to leave their employment with OfficeMax and join A&P.  Mr. Hertz
is now A&P's executive vice-president for operations while Mr.
Knox is the company's senior vice-president for human resources.

Officemax also alleged in its complaint that Mr. Martin breached
his employment contract, which specifically barred him from
offering a job to one of his former co-workers without
OfficeMax's written permission.

According to The Wall Street Journal, Officemax said it conducted
a "forensic investigation" and found out that Mr. Martin began
talking to Mr. Knox about leaving his post at OfficeMax even
before his appointment as A&P chief executive was announced.  It
also alleged that Mr. Knox received an A&P-issued cell phone more
than a week before his resignation from OfficeMax and that Mr.
Hertz was preparing an organizational chart for A&P while he
still worked as an OfficeMax executive.

On October 6, 2010, OfficeMax filed a motion seeking an expedited
discovery schedule and a prompt trial on its complaint.  The
motion is scheduled to be heard on February 2, 2011, along with
the defendants' motion to dismiss the complaint.

The Martin complaint was stayed with respect to A&P after the
company filed for bankruptcy protection on December 12, 2010.
OfficeMax, however, has informed the Illinois State Court and A&P
that its lawsuit will proceed against the senior executives
absent an extension of the stay by a bankruptcy court or the
entry of an injunction.

A&P's lawyer, Ray Schrock, Esq., at Kirkland & Ellis LLP, in New
York, says that if OfficeMax's motion for expedited discovery is
granted and the defendants' motion denied, the three senior
executives will be forced to participate in document productions
and depositions just as they begin the process of restructuring
the Debtors' operations.

To avoid a disruption in their restructuring efforts, the Debtors
have filed with the U.S. Bankruptcy Court for the Southern
District of New York an adversary complaint against OfficeMax,
which seeks:

  (1) a declaratory judgment that the Martin complaint is stayed
      pursuant to Section 362 of the Bankruptcy Code; or

  (2) an injunction preventing the senior executives from
      prosecuting the Martin complaint pending the confirmation
      of a plan of reorganization.

The Debtors also filed a motion for preliminary injunction
halting OfficeMax's lawsuit pending confirmation of a Chapter 11
restructuring plan just in case the Bankruptcy Court does not
extend the automatic stay to the lawsuit.

"Extension of the stay to cover the individual defendants in the
Martin complaint is warranted because those defendants are key
A&P executives whose involvement in that action as defendants
could imperil the Debtors' efforts to emerge from bankruptcy,"
Mr. Schrock says in court papers.

"The prosecution of the Martin complaint will distract and divert
the individual defendants from their critical roles in executing
the Debtors' turnaround plan.  There is, thus, an identity of
interest between the individual defendant and the Debtors that
justifies an extension of the automatic stay," Mr. Schrock points
out.

Mr. Schrock further says that the Debtors will be forced to spend
substantial amounts of money on the Martin complaint because of
indemnification obligations to the senior executives.

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

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


GREAT ATLANTIC & PACIFIC: Sues Landlords to Take Back Payments
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors have filed a lawsuit against three landlords to avoid
certain preferential transfers and recover a property or the
value of a property transferred.

The landlords are Basser-Kaufman of Centereach LLC, Levittown
Mews Associates LP and Plainfield Associates.

In a 10-page complaint filed with the U.S. Bankruptcy Court for
the Southern District of New York, A&P's lawyer, Ray Schrock,
Esq., at Kirkland & Ellis LLP, in New York, says the defendants
pressured the Debtors into placing them ahead of other creditors
by paying them a total of $606,098 on account of alleged
antecedent debt owed for arrearages in their leases.

"The defendants had, among other things, threatened that absent
payment of the transfers on account of their antecedent debts,
they would begin an involuntary bankruptcy proceeding," Mr.
Schrock says.

The Debtors made the transfers on December 10, 2010, two days
before their bankruptcy filing.

Mr. Schrock says the Debtors will get no value for the $606,098
since they had long since vacated the facilities they leased from
the defendants and are planning to reject their leases effective
December 12, 2010.

"Any theoretical pre-payment for the use of the leased premises
in the future would thus, by definition, have absolutely no value
to the Debtors," Mr. Schrock points out.  He further says that
the transfers are preferential and fraudulent transfers avoidable
under the Bankruptcy Code.

The Court will hold a pretrial conference on the complaint on
February 22, 2011.

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

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


GREAT ATLANTIC & PACIFIC: Wants Until July 10 to Decide on Leases
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek additional time to decide whether to assume or
reject 768 unexpired nonresidential real property leases.

The Debtors want the deadline moved from April 11 to July 10,
2011.

"The relief sought will help ensure that the Debtors have the
best opportunity to make fully informed decisions regarding which
leases they will keep and which they will not rather than having
to make premature decisions under what is already a short
statutory deadline as they hone their business plan," says the
Debtors' lawyer, Ray Schrock, Esq., at Kirkland & Ellis LLP, in
New York.

Section 365(d)(4) of the Bankruptcy Code provides that the
Debtors have an initial 120-day period to assume their leases
lest they be deemed rejected subject to up to a 90-day extension
for cause shown unless a landlord consents to a further extension
beyond 210 days.

Mr. Schrock further says that the proposed extension would also
help the Debtors avoid administrative claims or unnecessary
rejection damages that may result if they "precipitously" reject
or assume the unexpired leases.

As of December 12, 2010, the Debtors have about 892 leases of
nonresidential real properties of which 124 have already been
rejected.  A list of the Debtors' remaining leases is available
for free at http://bankrupt.com/misc/A&P_UnexpiredLeases.pdf

Generally, the Debtors do not own the properties and only lease
them to operate their supermarkets and various stores, notes Mr.
Schrock.  These leasehold interests are considered primary assets
of the Debtors' estates and comprise a primary component of the
collateral package provided to the lenders under the debtor-in-
possession facility, which includes more than 200 leasehold
interests that are worth hundreds of millions of dollars, he
says.

The Court will hold a hearing on February 1, 2011, to consider
approval of the proposed extension.

                  Grays Ferry, et al. Object

Grays Ferry Partners LP asks the Court to deny the proposed
extension, saying the request is "premature."

Pathmark Stores Inc. leases from Grays Ferry one of its stores
located at the Grays Ferry Shopping Center, in Philadelphia,
Pennsylvania.

Grays Ferry's lawyer, Michael Landis, Esq., in Trevos,
Pennsylvania -- mlandis@mlandislaw.com -- argues that the Debtors
still have about three months to evaluate their leases.

"During this remaining time, the Debtors are certainly able to
identify some additional leases and perhaps the Grays Ferry lease
that they will seek to assume or reject," Mr. Landis points out.

"Granting an early extension is prejudicial to Grays Ferry
because it prolongs the limbo between rejection and assumption in
which the Grays Ferry lease lingers and results in lost rental
opportunities and increased risks to the landlord," Mr. Landis
further says.

The Debtors' motion also drew flak from other landlords including
Ocean Norse Realty LLC and Ocean City Factory Outlets I LC.

Ocean Norse, the landlord under a lease contract with A&P's
affiliated debtor Waldbaum Inc., expressed support to Grays
Ferry's objection.

Ocean City, owner of the Maryland-based shopping center known as
Ocean City Factory Outlets, expressed concern that the approval
of the motion would stall its efforts to close a major
transaction to sell the shopping center.

Meanwhile, Goodrich Hazlet LLC and New Hope Centers said they
won't object to the approval of the motion so long as it won't
change the terms of their lease contracts, and the Debtors will
continue making payments under the contracts, among other things.

                            About A&P

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

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

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

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

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

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


GREENBRIER COS: Deloitte Replaced by KPMG as Accountants
--------------------------------------------------------
On January 24, 2011, The Greenbrier Companies, Inc., dismissed
Deloitte & Touche, LLP, as its independent registered public
accountants.  Effective January 24, 2011, the Audit Committee of
the Company's Board of Directors engaged KPMG LLP to serve as the
independent public accountants to audit the Company's consolidated
financial statements for the fiscal year ending August 31, 2011.
The decision to change accountants was approved by the Audit
Committee.  In deciding to engage KPMG, the Audit Committee
reviewed auditor independence and existing commercial
relationships with KPMG, and concluded that KPMG has no commercial
relationship with the Company that would impair its independence.

Deloitte & Touche's reports on the Company's consolidated
financial statements for the fiscal years ended August 31, 2009
and August 31, 2010 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

During the Company's past two fiscal years and the interim period
through January 24, 2011, the Company had no disagreements with
Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Deloitte &
Touche's satisfaction, would have caused Deloitte & Touche to make
reference to the subject matter of the disagreement in connection
with its report.  During the Company's past two fiscal years and
the interim period through January 24, 2011, Deloitte & Touche did
not advise the Company of any of the matters specified in Item
304(a)(1)(v) of Regulation S-K.

During the Company's fiscal years ended August 31, 2009 and August
31, 2010, and the interim period through January 24, 2011, the
Company has had no consultations with KPMG concerning: (a) the
application of accounting principles to a specific transaction or
the type of opinion that might be rendered on the Company's
financial statements as to which the Company received oral advice
that was an important factor in reaching a decision on any
accounting, auditing or financial reporting issue; or (b) any
matter that was the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-K or a reportable event as described
by Item 304(a)(1)(v) of Regulation S-K.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of November 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                          *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.


GREENFIELD SCHOOL BOARD: Feb. 7 Meeting Set to Discuss Financials
-----------------------------------------------------------------
Stefanie Scott, writing for Community Newspapers Inc.'s
greenfieldnow.com, reports that Superintendent Conrad Farner has
told the School Board Greenfield School District is only a few
years away from being broke.

According to the report, while projections for the 2011-12 budget
are very preliminary at this point, administrators expect another
$700,000 to more than $1 million will need to be cut.  That comes
on top of the more than $5 million in programs, staffing and
supplies that have been eliminated from the district in recent
years.

"Things are reaching a level that I would call crisis mode,"
Mr. Farner said, adding the district has already sold property,
conserved energy, kept salaries low or frozen them and has class
sizes reaching 40 students per class at the high school to make
ends meet.

The Greenfield School Board will discuss the district's financial
situation and whether to pursue an operational referendum on
6:30 p.m. Feb. 7.

Located in the southwestern Milwaukee County suburb of Greenfield,
the School District of Greenfield --
http://www.greenfield.k12.wi.us/-- educates roughly 3,700
students in four elementary schools, one middle school and one
high school.


GVSW SURPRISE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: GVSW Surprise Plaza, LLC
        7201 E. Camelback Road, Suite 200
        Scottsdale, AZ 85251

Bankruptcy Case No.: 11-02238

Chapter 11 Petition Date: January 27, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Mark W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  E-mail: mroth@polsinelli.com

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

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

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

The petition was signed by David J. Glimcher, manager of DJG
Development, LLC, manager.


HILL TOP: Court Dismisses Amended Second Exclusivity Motion
-----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, dismissed as moot the
amended second motion to extend the exclusivity period of Hill Top
Farm, Ltd.

The Debtor requested until January 31, 2011, to file its proposed
chapter 11 plan because it believes that it will, with Court
approval, sell a portion of its real property in the very near
future.  The Debtor explained that its formulated plan will likely
need to be modified.

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, represents the Debtor.  The Company estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.  There was no creditors committee appointed in the
Debtor's case.


HILLSBOROUGH CORP: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hillsborough Corporation
        P.O. Box 2611
        Orange, CA 92859

Bankruptcy Case No.: 11-11181

Chapter 11 Petition Date: January 27, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  CJD LAW GROUP, LLC
                  6293 Dean Martin Drive, Suite G
                  Las Vegas, NV 89118
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cjdnv.com

Scheduled Assets: $1,800,000

Scheduled Debts: $3,754,634

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-11181.pdf

The petition was signed by Kenneth Gharib, president.


HORIZON COLDWATER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Horizon Coldwater, LLC
        2111 N Wixom Road
        Wixom, MI 48393

Bankruptcy Case No.: 11-41954

Chapter 11 Petition Date: January 27, 2011

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

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Saher Sandiha, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Best Stay Coldwater, Inc.              11-41953   01/27/11


HUBBARD PROPERTIES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Michael Sasso at The Tampa Tribune reports that Hubbard Properties
blamed the BP oil spill and the economy for its Chapter 11 filing.
It aims to shore up its finances while under bankruptcy protection
from creditors.

Hubbard Properties owns tourist and entertainment center John's
Pass Village in Madeira Beach, Florida. Hubbard Properties said it
owes $22 million to Investors Warranty of America.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., at Jennis & Bowen, P.L., serve as counsel to the
Debtor.  The Debtor estimated assets and debts of $10,000,001 to
$50,000,000 as of the Petition Date.


INNKEEPERS USA: U.S. Trustee Objects to Professionals' Fees
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee last week filed an objection to
Kirkland & Ellis LLP's $6.28 million fee request, arguing that
there should be no compensation in connection with the botched
plan support agreement for Innkeepers USA Trust.

Mr. Rochelle recounts that in the early days in the reorganization
of Innkeepers USA Trust, the bankruptcy judge refused to approve a
so-called plan support agreement giving shared ownership to the
existing owner and one of the lenders.  The judge rejected the
agreement at the behest of the secured creditor with the largest
claim.

According to the report, the U.S. Trustee said it wants fees cut
by an additional $59,800, for time spent by Kirkland, the
bankruptcy lawyers for Innkeepers, for preparing bills and fee
applications.

The U.S. Trustee also said no compensation should be given at this
time to the financial advisors in the case because their time
records are too vague.  Moelis & Co. LLC, advisors for Innkeepers,
asked for $709,500, while Jefferies & Co. LLC, advisors for the
committee, is seeking $508,000.

The U.S. Trustee also said that Morrison & Foerster LLP, lawyers
for the creditors' committee, should have $19,000 chopped from a
$1.4 million fee request for time spent preparing bills and fee
applications.

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.  Innkeepers, through its indirect
subsidiaries, owns and operates an expansive portfolio of 72
upscale and mid-priced extended-stay and select-service hotels,
consisting of approximately 10,000 rooms, located in 20 states
across the United States.  Apollo Investment Corporation acquired
Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.

Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.  Jefferies & Co. LLC, serves as
advisors for the committee.

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


INSIGHT HEALTH: Judge Gonzales Signs Plan Confirmation Order
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that InSight Health Services
Holding Corp. won court approval of its Chapter 11 plan of
reorganization, paving the way for the medical-imaging center
operator to emerge from bankruptcy protection.

Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court in Manhattan
on January 28 signed an order confirming InSight's restructuring
plan.

Judge Gonzalez held a combined hearing on Jan. 25 to pass on the
adequacy of the disclosure statement used to solicit acceptances
of InSight Health Services Holdings Corp.'s prepackaged chapter 11
plan of reorganization, and to consider whether that plan should
be confirmed.

                       The Chapter 11 Plan

As reported in the Dec. 13, 2010 edition of the Troubled Company
Reporter, InSight Health Services, filed together with its
bankruptcy petition, a proposed prepackaged Chapter 11 plan of
reorganization.

Under the plan, the Debtors' senior secured notes -- the only
class of claims or interests entitled to vote on the plan -- will
be converted into equity.  The Debtors' general unsecured
creditors are unimpaired and will receive a full recovery on their
general unsecured claims.  Additionally, the Debtors' senior
secured noteholders agree to convey to the equityholders warrants
to acquire two percent of the fully diluted equity in the
reorganized Debtors, in recognition of the Debtors' existing
equityholders' efforts to achieve a successful, consensual
restructuring that preserves value for the Debtors' businesses and
creditors.

Upon the Petition Date, the Debtors have obtained votes accepting
the plan from the holders of over two thirds of the amount of the
senior secured notes.  The Debtors believe that they will obtain
further acceptance of the plan by the proposed December 27, 2010
voting deadline and be able to confirm the plan expeditiously.

The Debtors expect to emerge from the chapter 11 process as a
substantially deleveraged enterprise well positioned to compete
successfully in the competitive diagnostic medical imaging
industry going forward.

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

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

                        About Insight Health

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

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

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

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

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


INTEGRAS PROPERTY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Integras Property Management, Inc.
        17352 Main Street, North
        Blountstown, FL 32424

Bankruptcy Case No.: 11-40051

Chapter 11 Petition Date: January 27, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: J. Randall Frier, Esq.
                  FRIER & FRIER, P.A.
                  1682 Metropolitan Circle, Suite A
                  Tallahassee, FL 32308
                  Tel: (850) 894-2084
                  Fax: (850) 894-9494
                  E-mail: cumberland_1988@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flnb11-40051.pdf

The petition was signed by William C. Williams, III, director.


INVETIV HEALTH: i3 Buyout Cues Moody's to Hold 'B2' Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default Ratings of inVentiv Health Inc. following
the announced acquisitions of i3 Global and Campbell Alliance
Group, Inc., for $540 million, combined.  Concurrently, Moody's
affirmed the Ba3 rating on the existing senior secured credit
facility and assigned a Ba3 rating to the proposed incremental
senior secured debt, totaling $300 million.  Moody's also affirmed
the Caa1 rating on the existing unsecured notes and assigned a
Caa1 to the proposed $150 new unsecured notes offering.  The
proceeds of the debt, along with cash on hand and incremental
equity from inVentiv's shareholders will fund the two
acquisitions, expected to close in February and March of 2011.
The outlook for the ratings is stable.

These ratings were assigned:

  -- $100 million Senior Secured Term Loan due 2016, Ba3
     (LGD3/31%)

  -- $200 million delayed draw Term Loan due 2016, Ba3 (LGD3/31%)

  -- New $150 million Unsecured notes, Caa1 (LGD5, 86%)

These ratings were affirmed:

  -- B2 Corporate Family Rating

  -- B2 Probability of Default rating

  -- $75 million Senior Secured Revolver due 2015, Ba3 (LGD3/31%)

  -- $525 million Senior Secured Term Loan due 2016, Ba3
     (LGD3/31%)

  -- $275 million Unsecured Notes due 2018, to Caa1 (LGD5, 86%)
     from Caa1 (LGD5, 85%)

  -- SGL-2 Speculative Grade Liquidity Rating

The outlook is stable.

The B2 Corporate Family Rating reflects the considerable financial
leverage taken on in the leveraged buyout transaction, as well as
incremental leverage assumed to acquire i3 and Campbell Alliance.
The ratings are also constrained by a number of risks inherent in
the business including: project cancellations due to FDA non-
approval decisions or generic competition of client's products,
reduced client marketing budgets, and pharmaceutical industry
consolidation.

The ratings are supported by the breadth of inVentiv's diverse
service offerings, which over time could result in increased
cross-selling opportunities and stronger client relationships.
Moody's believe the proposed acquisitions will add to this breadth
as well as help inVentiv become a more global company, given i3's
international operations.  inVentiv also has a track record of
generating positive free cash flow, which we expect to continue
even after the considerable increase in interest expense.

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

inVentiv, headquartered in Somerset, New Jersey, is a leading
provider of outsourced services to the pharmaceutical, life
sciences and healthcare industries.  inVentiv provides a broad
range of clinical development, communications and
commercialization services to clients to assist in the development
and commercialization of pharmaceutical products and medical
devices.  For the twelve months ended September 30, 2010, the
company reported approximately $980 million in net revenues.  In
August 2010, inVentiv was taken private by Thomas H. Lee Partners
and Liberty Lane Partners in a transaction valued at $1.1 billion.


IRVINE SENSORS: 9 Investors Convert $246,400 of Notes
-----------------------------------------------------
Irvine Sensors Corporation previously sold 10% Unsecured
Convertible Promissory Notes due May 31, 2011 to investors in an
aggregate principal amount of $3,000,000, the terms of which
permit the holders of the Bridge Notes to convert up to and
including the aggregate outstanding principal amount of those
Bridge Notes and any accrued interest thereon into the same
securities issued in, and upon the same terms and conditions of,
the Company's secured convertible note financing that occurred on
December 23, 2010.

On January 21, 2011, the Company entered into Joinder Agreements
with 9 accredited Bridge Note Holders who held Bridge Notes in the
aggregate principal amount of $246,400, pursuant to which those
Bridge Note Holders agreed to be bound by the terms of the
Securities Purchase Agreement entered into in the Financing and
converted the Conversion Amount under their Bridge Notes into the
same securities issued in the Financing, with 31.8% of such
aggregate Conversion Amount being allocated to the purchase of an
aggregate of 1,138,373 shares of the Company's common stock for
$79,686, or $0.07 per share, and the remaining $170,899 of the
aggregate Conversion Amount being allocated to the purchase of 12%
Subordinated Secured Convertible Notes due January 21, 2016.

None of the Shares, the Notes or the shares of Common Stock
issuable upon conversion thereof has been registered under the
Securities Act of 1933 and none may be offered or sold absent
registration or an applicable exemption from registration.

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.

The Company's balance sheet at October 3, 2010, showed
$6.32 million in total assets, $16.42 million in total
liabilities, and a stockholders' deficit of $10.10 million.


JASON'S HAULING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jason's Hauling, Inc.
        6108 W. Linebaugh Avenue
        Tampa, FL 33625

Bankruptcy Case No.: 10-01360

Chapter 11 Petition Date: January 27, 2011

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Chad S. Bowen, Esq.
                  JENNIS & BOWEN, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-01360.pdf

The petition was signed by H. Jason Freyre, Jr., president.


JAVO BEVERAGE: Gets Court's Interim Nod to Obtain DIP Financing
---------------------------------------------------------------
Javo Beverage Company, Inc., sought and obtained interim
authorization from the Hon. Brendan L. Shannon of the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from Coffee Holdings LLC.

The DIP Lender has committed to provide up to $3.151 million of
financing, of which $500,000 plus interest and any all other
amounts due the prepetition loan will be reserved for a dollar-
for-dollar roll-up of a certain secured revolving promissory note,
dated January 6, 2011, issued prepetition to Coffee Holdings by
the Debtor.

A copy of the DIP financing agreement is available for free at:

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

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor is allowed to
borrow under the DIP credit agreement up to $1.2 million of the
DIP loans to be used for working capital, general corporate
purposes, and the repayment and roll up of the prepetition loan of
the Debtor.

The DIP facility will mature on (i) the date on which all the DIP
loans have been indefeasibly repaid in full in cash and all of the
DIP commitments have been permanently and irrevocably terminated;
(ii) no later than June 30, 2011; (iii) the date of the closing of
a sale of all or substantially all of the Debtor's assets; (iv) a
confirmed plan of reorganization of the Debtor; and (v) the date
of termination of the commitments and acceleration of any
outstanding extensions of credit following the occurrence and
during the continuance of an event of default.

The DIP loans will bear interest at a rate equal to the London
Interbank Offered Rate plus 8.0%, with LIBOR subject to a floor of
1.5%.  Interest will be payable monthly, in cash, in arrears,
calculated on the basis of the actual number of days elapsed in a
360-day year.  In the event of default, the Debtor will pay an
additional 2% default interest per annum.

The Debtor will pay the DIP Lender an up-front commitment fee of
3.0% of the aggregate amount of the DIP commitment.

The DIP Facility will be secured by automatically perfected
superpriority senior liens with respect to (i) any unencumbered
assets of the Debtor, wherever located, now or hereafter owned,
provided, that the DIP Lender's liens on the proceeds of the
avoidance actions will be split 50-50 with Accord Financial, Inc.,
pursuant to its debtor-in-possession facto funding being provided
simultaneously with the DIP Facility; (ii) assets securing the
prepetition loan; and (iii) funds advanced by the DIP Lender in
the control account.

The DIP Facility will also be secured by junior liens on all other
assets of the Debtor that are subject to valid and perfected liens
in existence at the time of commencement of the bankruptcy case or
to valid liens in existence at the time of the commencement.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; fees payable to professional employed in the
Debtors' case; and up to $25,000 in fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The DIP Lender's right to credit bid the DIP loans and the
prepetition loan will be expressly reserved.

                       Cash Collateral

The Debtor also obtained an interim order authorizing access to
cash collateral securing its prepetition debt to Coffee Holdings.

The Debtor was indebted to the DIP Lender at least (i) 500,000 in
principal amount of the prepetition loan made by the DIP Lender,
plus any interest, fees and expenses, as provided in prepetition
loan documents; (ii) $12 million in principal amount in respect of
the DIP Lender's 10% notes beneficially owned by it plus any
interest, fees, and expenses in accordance with the terms thereof;
and (iii) $5.2 million in principal amount in respect of the DIP
Lender's PIK Note, ranking senior in priority to the 10% Notes,
beneficially owned by it plus any interest, fees, and expenses in
accordance with the terms thereof.

In exchange for the use of cash collateral, the DIP Lender is
granted a valid, perfected replacement security interest in and
lien on all of the DIP collateral, and superpriority claims, with
priority in payment over any and all administrative expenses.

                          Final Hearing

The Court has set a final hearing for February 11, 2011, at
10:00 a.m., prevailing Eastern Time.

                        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, is the
Debtor's 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.


JAVO BEVERAGE: Section 341(a) Meeting Scheduled for Feb. 23
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Javo
Beverage Company, Inc.'s creditors on February 23, 2011, at 10:00
a.m. (prevailing Eastern Time).  The meeting will be held at the
J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor, Room
2112, Wilmington, Delaware 19801.

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

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

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, is the
Debtor's 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.


JAVO BEVERAGE: Gets Court's Nod to Hire Kurtzman as Claims Agent
----------------------------------------------------------------
Javo Beverage Company, Inc., sought and obtained authorization
from the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware to employ Kurtzman Carson Consultants as
claims, noticing and balloting agent.

KCC will, among other things:

     a. prepare and serve required notices in the Debtor's Chapter
        11 case;

     b. record any court order which may affect a claim by making
        a notation on the claims register;

     c. receive, examine, and maintain copies of all proofs of
        claims and proofs of interest filed in the case; and

     d. maintain an official claims register for public
        examination without charge during regular business hours.

KCC will charge the Debtor for KCC's services, expenses and
supplies at the rates or prices set by KCC and in effect as of the
date of KCC's services agreement with the Debtor.  KCC will
receive a retainer in the amount of $5,000 that may be held by KCC
as security for the Debtor's payment obligations under the
agreement.  KCC's services agreement with the Debtor sets forth
the fees the firm charges for the services it will provide to the
Debtor.

A copy of the KCC's Services Agreement is available for free at
http://bankrupt.com/misc/JAVO_BEVERAGE_kccpact.pdf

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

                        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, is the
Debtor's co-counsel.  Goodwin Procter, LLP, is the Debtor's
special counsel.  Valcor Consulting LLC is the Debtor's financial
advisor.  The Debtor disclosed $14,659,681 in total assets and
$26,705,755 in total debts as of the Petition Date.


JAVO BEVERAGE: Has Interim Nod to Sell Accounts Receivable
----------------------------------------------------------
Javo Beverage Company, Inc., sought and obtained interim
authorization from the Hon. Brendan L. Shannon of the U.S.
Bankruptcy Court for the District of Delaware to sell accounts
receivable under a postpetition accounts receivable factor program
with Accord Financial, Inc., the DIP factor, for an amount not to
exceed the lesser of (i) the current remaining funding available
under the Factor Agreement and (ii) $6 million.

A copy of the postpetition master purchase and sale agreement is
available for free at:

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

Payments of principal and interest will be withheld from proceeds
of funding due to the Debtor from the Factor under a certain
amended and restated promissory note dated April 23, 2010, between
the Factor and the Debtor.

Upon the Debtor's submission of any account receivable to the
Factor for purchase, the Debtor will execute for each account
receivable or group of accounts receivable, an invoice control
record that identifies and describes the accounts receivable being
offered for purchase and the total face amount of the accounts
receivable.

In the Factor's sole discretion and according to the customary
ordinary course of business practice of the Factor and the Debtor,
it may advance the purchase price for the accounts receivable
purchased up to 75% of the face amount of the accounts receivable,
minus the applicable discount fee and the regularly scheduled
payments of principal and interest due under the term loan.

As adequate protection and as an inducement to the DIP Factor to
permit the Debtor's use of the prepetition collateral, the Debtor
grants, assigns and pledges to the DIP Factor, postpetition
replacement security interests in and liens, on all of the
prepetition collateral whether acquired before or after the
Petition Date.

The DIP Factor will have the right to credit bid with respect to
any sale of assets or equity or a plan of reorganization, the
amount owing pursuant to the obligations, which credit bid rights
won't be impaired in any manner, and no future order or plan may
impair the credit bid rights of the DIP Factor.

The effectiveness of the sale agreement is conditioned on: (a) the
entry of an interim court order approving the terms and conditions
of the DIP facility; (b) satisfactory review by the Factor of all
motions, orders, and other pleadings or related documents to be
filed or submitted to the Court in connection with the DIP
facility and the approval thereof; (c) one business day advance
notice to the Factor of all motions, orders, and other pleadings
or related documents to be filed or submitted to the Court with
respect to any sale of assets or bid procedures or stalking horse
protections in connection therewith; and (d) except as may
otherwise be provided herein, and upon receipt and review of
invoices describing fees and expenses payable to the Factor, the
Debtor will have paid to the Factor all fees and expenses due and
payable on the date of the closing of the DIP Facility.

The Debtor will furnish the Factor upon request any prior or
current income statement, balance sheet, tax return and reports,
along with any other supplementary financial information
reasonably requested.

The sale agreement will be effective from the date hereof and
will continue in full force and effect until the earlier of
(i) a period of 36 months from the date of the Factor Agreement,
(ii) the effective date of the Debtor's plan of reorganization,
or (iii) the filing of a motion to dismiss or convert the Debtor's
bankruptcy case to one under Chapter 7 of the U.S. Bankruptcy
Code.

The Court has set a final hearing for February 11, 2011, at
10:00 a.m. (Eastern Time) on the sale of the accounts receivable.

                        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, is the
Debtor's 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.


JOHN KIEFFER: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------
Jennifer Sami at Forsyth News in Cumming reports that John
Kieffer, chairman of the Cumming-Forsyth County Chamber of
Commerce's board, has filed for Chapter 7 bankruptcy, citing
$18.7 million owed to various creditors.  Mr. Kieffer is the
developer behind custom homes and various projects, including
downtown's Cumming Station, in Georgia.


KC ESTATES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: KC Estates II LLC
          dba Howard Johnson
        3501 Pacific Hwy E
        Fife, WA 98424

Bankruptcy Case No.: 11-40636

Chapter 11 Petition Date: January 27, 2011

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

Judge: Brian D. Lynch

Debtor's Counsel: Karl Y. Park, Esq.
                  LAW OFFICES OF KARL PARK
                  1010 S 336th St Suite 320
                  Federal Way, WA 98003
                  Tel: (253) 815-1400
                  E-mail: karlpark99@yahoo.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 Richard Rakesh Mumar, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
KC Estates LLC                         10-47752   09/16/10


KELLEY & FERRARO: Files Ch. 11 to Stay Co-Founder's Wife Suit
-------------------------------------------------------------
Michelle Park at Crain's Cleveland Business reports that Kelley &
Ferraro LLP filed for Chapter 11 bankruptcy protection in attempt
to resolve a legal battle between the firm and Lynn Kelley, widow
of firm co-founder Michael Kelley.

That bankruptcy filing stayed the civil proceedings brought by
Ms. Kelley, which was expected to resume Wednesday in Cuyahoga
County Common Pleas Court, in Ohio.

According Crain's Cleveland Business, the legal battle between Ms.
Kelley and the firm began in April 2006, four months after Ms.
Kelley's husband died.  Ms. Kelley alleged partner James Ferraro
was not following the Company contract he signed with her late
husband and claimed, among other things, that Mr. Ferraro had cut
off her salary and refused to dissolve the firm and divide the
assets as the contract required.  A jury found in favor of
Mr. Ferraro on all counts and found in favor of Kelley & Ferraro
on all counts but one, for which it awarded Ms. Kelley $4.2
million.  Ms. Kelley's lawyer, Bill Wuliger, appealed the decision
to a state appeals court, contending there were errors before,
during and after the trial.  The Eighth Ohio District Court of
Appeals ordered in June 2010 that the firm be dissolved, per the
partnership agreement, and ordered a new trial held regarding the
damages Ms. Kelley suffered, if any, as a result of Mr. Ferraro's
breach of contractual and fiduciary duties.  The contract requires
40% of the firm's revenues to be paid to the Kelley estate.  Ms.
Kelley, he said, is owed well over $35 million and has received a
couple hundred thousand dollars to date.

Kelley & Ferraro LLP -- http://www.kelley-ferraro.com/-- is an
asbestos litigation law firm based in Cleveland, Ohio.  It filed
for Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-11892) on
Jan. 26, 2011, in Miami.  Lane E. Roesch, Esq., at White & Case
LLP, in Miami, serves as counsel to the Debtor.  The Debtor
estimated assets and debts of $1 million to $10 million as of the
Petition Date.  The petition was signed by James L. Ferraro, as
partner.


KENTUCKIANA MEDICAL: Gets $200,000 Loan from Hall-Robb
------------------------------------------------------
Ben Zion Hershberg, writing for Louisville, Kentucky-based
Courier-Journal, reports that a short-term $200,000 loan from the
Hall-Robb investment group to Kentuckiana Medical Center has been
approved by the bankruptcy court.  The money will be used to pay
ongoing expenses because Medicare hasn't paid $425,000 owed the
medical center.

According to the report, the investor group has purchased debt the
hospital owed a Tennessee-based bank that forced it into a Chapter
11 financial reorganization in September.  The debt was initially
estimated at $2.5 million. How much the bank received from the
Hall-Robb investment group hasn't been disclosed, but the deal was
announced in U.S. Bankruptcy Court in New Albany during a hearing
Jan. 20.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor reported
$9,496,899 in assets, and $25,029,083 in liabilities.


KRATON PERFORMANCE: Moody's Affirms 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned ratings to Kraton Performance
Polymers, Inc.'s proposed credit facility and unsecured notes,
affirmed the B1 Corporate Family Rating, and changed the Outlook
to Positive from Stable.

Kraton's proposed credit facility, consisting of a $200 million
term loan and $150 million revolver, was assigned a Ba3 (LGD3,
35%) and the proposed $200 million unsecured notes were assigned a
B2 (LGD5, 75%).  The ratings are subject to a final review of
documentation and the closing of the refinancing with the terms
and structure described to Moody's.  Proceeds from the proposed
facility and notes will be used to redeem the outstanding credit
facility and subordinated notes.  The outlook was moved to
positive from stable as a result of the improved operating
performance over 2010 along with the prospect of continued
favorable results.

"We expect Kraton's performance to remain strong through 2011 and
anticipate positive rating pressure should the improvement in
credit metrics be sustained," said Bill Reed, Moody's Vice
President.

Kraton's B1 CFR incorporates the expectation that leverage will
remain below 3.0x, that margins will remain elevated, as demand is
expected to stabilize or improve.  Moody's expects retained cash
flow metrics to remain strong, but free cash flow metrics could
come under pressure as a result of elevated working capital, from
raw material volatility, and increased capital expenditures,
earmarked toward efficiency and profitability programs at existing
plants.

Ratings Assigned:

Issuer: Kraton Performance Polymers, Inc.

  -- Gtd. Senior Secured Revolver, Assigned Ba3, LGD3, 35%
  -- Gtd. Senior Secured Term Loan, Assigned Ba3, LGD3, 35%
  -- Gtd. Senior Unsecured Notes due 2019, Assigned B2, LGD5, 76%

Outlook Actions:

Issuer: Kraton Performance Polymers, Inc.

  -- Outlook, Changed To Positive from Stable

Ratings Affirmed:

  -- Corporate Family Rating, Affirmed at B1

  -- Probability of Default Rating, Affirmed at B1

  -- Gtd. Senior Secured Revolver, Affirmed at Ba3, LGD3, 35% from
     Ba3, LGD3, 31% *

  -- Gtd. Senior Secured Term Loan, Affirmed at Ba3, LGD3, 35%
     from Ba3, LGD3, 31% *

  -- Gtd. Senior Subordinated Global Notes, Affirmed at B3, LGD6,
     97% from B3, LGD5, 82% *

Moody's positive outlook reflects Kraton's improved margins
through 2010 and that they have exceeded our adjusted leverage
ratio target, demonstrated by the September 30, 2010, LTM 2.3x
ratio.  The outlook further anticipates that Kraton will continue
the improved profitability into 2011, capitalizing on tightness in
raw materials and improved volumes.  Moody's could raise the
ratings if the company is able to sustain the improved credit
metrics; adjusted leverage below 3.0x and Retained Cash Flow/Debt
better than 20%.  Moody's would also look for the company to
maintain their conservative fiscal policies pertaining excess cash
flow and demonstrate a sustainable resolve to continued
improvement in the company's credit profile.

Moody's most recent announcement concerning the ratings for Kraton
was on May 14, 2010, when the ratings were raised following the
company's successful initial public offering and improved credit
profile.

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

Kraton, headquartered in Houston, Texas, is a leading global
producer of styrenic block copolymers, or SBCs, which are
synthetic elastomers used in industrial and consumer applications
to impart favorable product characteristics such as flexibility,
resilience, strength, durability and processability.  Major end
uses for Kraton's products include personal care products,
packaging and films, IR Latex, adhesives, sealants, coatings,
and compounds.  Kraton also makes products that serve the paving
and roofing industries.  The company generated revenues of
$1.2 billion for the LTM period ending September 30, 2010.


KRATON POLYMERS: S&P Upgrades Corp. Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston, Texas-based Kraton Polymers LLC to 'BB-' from
'B+'.  At the same time, S&P removed the ratings from CreditWatch,
where they had been placed on Nov. 15, 2010, with positive
implications.  The outlook is stable.

S&P assigned a 'BB+' issue-level rating and '1' recovery rating
to the proposed $350 million in senior secured facilities,
which consist of a $150 million revolving credit facility and a
$200 million term loan A facility.  The '1' recovery rating
reflects S&P's expectation for a very high (90%-100%) recovery in
the event of a payment default.

S&P also assigned a 'BB-' issue-level rating and '4' recovery
rating to the proposed $200 million in senior unsecured notes.
The '4' recovery rating reflects S&P's expectation for an average
(30%-50%) recovery in the event of a payment default.

The $400 million in proceeds from the proposed $200 million term
loan A facility and proposed $200 million in senior unsecured
notes will pay off existing debt of about $383 million with the
remainder applied toward transaction fees and expenses.

"The upgrade reflects our expectation that favorable business
conditions and operating trends in the near to intermediate term
will continue to support adequate cash flow generation and
liquidity and a financial risk profile consistent with the
ratings," said Standard & Poor's credit analyst Henry Fukuchi.

Operating trends have been favorable in the past year because of
the Company's ability to pass on raw material price increases more
efficiently, new product introductions, various cost saving
initiatives implemented since 2007 that have reduced costs by over
$55 million on an annual basis, and the rebound of volumes back to
pre-recession levels.


KROME XPRESS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Krome Xpress, Inc.
        1460 N. Krome Avenue
        Florida City, FL 33034

Bankruptcy Case No.: 11-12124

Chapter 11 Petition Date: January 27, 2011

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

Judge: Robert A. Mark

Debtor's Counsel: Robert C. Meyer, Esq.
                  ROBERT C. MEYER PA
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: (305) 285-8838
                  Fax: (305) 285-8919
                  E-mail: meyerrobertc@cs.com

Scheduled Assets: $1,967,000

Scheduled Debts: $4,495,559

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-12124.pdf

The petition was signed by Luis Vargas, president.

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Luis Vargas                           10-46377            11/29/10


LA UNIFIED SCHOOL DISTRICT: Facing $10-Bil. Healthcare Liability
----------------------------------------------------------------
The Press-Telegram in Long-Beach, Calif., reports the Los Angeles
Unified School District could be forced into bankruptcy amid a
$10 billion unfunded liability for current and retired LAUSD
employees' health care.  According to the Press-Telegram, the
district spends 13% of its general fund budget on employee and
retiree health care.  If the district wanted to set aside more
money to help reduce that $10 billion unfunded liability, health
care would eat up 25% of the general fund, the Press-Telegram
says.

The Press-Telegram relates outgoing LAUSD Superintendent Ramon
Cortines declared the health care liability "astronomical."  He
told the board: "If we don't address this, we won't have to worry
about inadequate state funding bankrupting the district . . .
This will bankrupt the district."

According to the Press-Telegram, district officials sounded the
alarm as well in 2006.  At that time the unfunded liability was
also $10 billion, and officials planned to meet with union leaders
to hash out options to reduce the liability.  The report says the
teachers' union agreed to up the requirement for lifetime health
care benefits to new hires who worked 25 years of consecutive
service -- compared to requirements of 5, 10 and 15 years of
consecutive service in previous contracts.  But more major cost-
saving measures, such as ending health care coverage when retirees
are eligible for Medicare or eliminating lifetime coverage for new
hires, were left off the table.


LANDMARK MEDICAL: Accelerates Sale Process to Preserve Jobs
-----------------------------------------------------------
The Providence Journal Co.'s projo.com reports that Landmark
Medical Center, after searching unsuccessfully for a buyer for 2
years, has now proposed to find a new owner and sign an asset-
purchase agreement within 13 weeks.

Landmark has been under court supervision, a kind of receivership,
since it came to the brink of bankruptcy in 2008.  It has been
also seeking for a buyer for two and a half years.

According to the report, Chafee spokesman Michael Trainor said the
stepped-up pace reflects a decision by the Chafee administration
that "in the best interest of preserving access to jobs and care
at Landmark Medical Center, the process needs to be accelerated."

The Providence Journal quoted Landmark spokesman Bill Fischer as
saying, "There is no danger of the hospital closing its doors any
time soon, certainly in this calendar year."  If necessary, the
hospital could further extend its life by selling assets,
Mr. Fischer said.

The hospital and state regulators filed a motion in Superior Court
on January 25 that sets a deadline of March 25 to receive bids
from prospective purchasers, March 28 to choose one, and 15 days
after that to sign a sales agreement for the court to review,
according to the Providence Journal.

The Providence Journal notes that the time line requires approval
from Judge Michael A. Silverstein, who is expected to schedule a
hearing soon.

But Jonathan N. Savage, the court-appointed "special master" who
has been running the hospital, said he expects to meet the new
deadlines.

Landmark Medical Center is a 214-bed hospital based in Woonsocket,
Rhode Island.


LARRY WILCOX: Escapes Jail Time for Penny Stock Scheme
------------------------------------------------------
Liz Skinner at InvestmentNews reports that Former "CHiPs" star
Larry Wilcox was sentenced by U.S. District Court Judge James I.
Cohn in Fort Lauderdale, Florida, to three years' probation, 500
hours of community service and ordered to pay $100 for his role in
a penny stock kickback scheme.  He pleaded guilty to the charges
in November.

The report notes that Mr. Wilcox still faces a tough road ahead.
The Securities and Exchange Commission has filed fraud charges
against the actor for participating in interrelated kickback
schemes with two other penny stock company executives: Alex
Parsinia, CEO of Zcom Networks Inc., and Anthony Mellone, former
chief executive of Tri-Star Holdings Inc., a gold-mining company.
Mr. Wilcox is president and chief executive of UC Hub Group Inc.,
a mining and precious-metals specialist founded in 1999.
Mr. Wilcox has already agreed to an SEC injunction that bars him
from being an officer or director in a company. But the civil
penalty he might have to pay, along with any disgorgement, is
still pending.

Larry Dee Wilcox and his wife Marlene Rae Wilcox filed for Chapter
11 protection (Bankr. C.D. Calif. Case No. 10-21156) on Sept. 7,
2010 in San Fernando Valley, California.  Kenneth Jay Schwartz,
Esq., in Woodland Hills, California, represents the Debtors.  The
Joint Debtors estimated assets and debts of $1,000,001 to
$10,000,000 as of the Petition Date.


LEED CORPORATION: To Make Adequate Protection Payments to IMT
-------------------------------------------------------------
On January 25, 2011, Idaho Mutual Trust, LLC, a secured creditor
of the Leed Corporation, filed with the U.S. Bankruptcy Court for
the District of Idaho a Stipulation for Adequate Protection and
for Plan Treatment with respect to its filed proof of claim in the
amount of $204,594 in the Debtor's bankruptcy case.

IMT asserts a secured interest in the Debtor's real property known
as Parcel No. 2A of Lot 2 of Green Acres Subdivision, Lincoln
County, Idaho, commonly known as 275 E. 506 N., Shoshone, Idaho.

On November 30, 2010, IMT requested the Court for termination of
the stay to allow it to foreclose on the Property.  Subsequently
Leed and IMT agreed to resolve the issues presented by IMT in its
motion pursuant to the following Stipulation:

  -- For the purposes of this Stipulation, the current fair market
     value of the Property is stipulated to be $125,000.

  -- Leed will, as adequate protection and plan treatment, pay
     $125,000 according to the following schedule:

     a. $500 a month pending confirmation, with the first payment
        due and payable on or before March 1, 2011, and subsequent
        payments due on or before the first of each month
        thereafter;

     b. $500.00 a month for the first 12 months post-confirmation;

     c. $550.00 a month for the 13th through 24th months post-
        confirmation;

     d. $600.00 a month for each month thereafter; and

     e. On or before the expiration of seven (7) years post-
        confirmation, the remaining unpaid balance of the
        Stipulated Amount, plus accrued interest, will be due and
        payable.

     f. The balance of IMT's claim, $79,594, will be treated as an
        unsecured claim in any proposed Plan of Reorganization
        submitted by Leed for confirmation.

  -- Simple interest will accrue on the $125,000.00 from the date
     of Court approval of this Stipulation on a variable rate,
     adjusted monthly consisting of the Wall Street Journal prime
     rate plus 1.5%.  The WSJ prime rate is currently 3.25%; thus,
     the initial interest rate would be 4.75%.  There is no
     prepayment penalty.

  -- Payments will be applied first towards accrued interest, then
     to the remaining principal on the Stipulated Amount.

  -- In the event Leed fails to make a monthly payment as required
     above, stay relief, as applicable, may be entered after IMT
     provides written notice of default to Leed and Leed's
     counsel of record at their respective addresses on file with
     the Court.  Leed will have ten (10) days from service of the
     notice of default in which to cure the default under this
     Stipulation.  In the event stay relief is granted, the
     Stipulated Amount will be disregarded and have no force or
     effect with respect to any foreclosure proceedings.  Also,
     the Unsecured Claim will be reduced in an amount equal to any
     proceeds from the sale of the Property that exceed the
     Stipulated Amount.

  -- In the event Leed's case is dismissed for any reason, this
     Stipulation will be void and have no force or effect on IMT's
     rights and remedies at state law to enforce its Note and
     corresponding Deed of Trust, as if no bankruptcy had been
     filed.  In the event Leed's case is converted to a different
     chapter of the Bankruptcy Code for any reason, this
     Stipulation will be void and have no force or effect on IMT.

  -- Leed agrees to incorporate the terms of this Stipulation in
     any proposed Plan of Reorganization submitted by Leed for
     confirmation and IMT is willing to consent to a Plan of
     Reorganization under the terms and conditions stated herein.

  -- The Stipulation is subject to Court approval.  Leed will
     be responsible for seeking Court approval of this
     Stipulation in a timely fashion.  In the event the Court
     refuses to approve this Stipulation, the terms of this
     Stipulation will not be binding upon the parties and will be
     of no further force and effect.

A complete text of the Stipulation is available for free at:

http://bankrupt.com/misc/LeedCorp.StipulationonPlanTreatment.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including construction and land development,
well as landscaping and related care and maintenance in southern
Idaho, primarily based out of Shoshone, Idaho.

The Company filed for Chapter 11 protection on April 29, 2010
(Bankr. D. Idaho Case No. 10-40743).  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEHMAN BROTHERS: Files 4th Quarter Report on Claims Settlements
---------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors filed a
quarterly report of the transactions they entered into with these
creditors to settle general unsecured claims for the period
October 1 to December 31, 2010:

                                            Filed       Settled
Creditors                  Claim No.  Claim Amount  Claim Amount
---------                  ---------  ------------  ------------
IKB Deutsche Industriebank    28430      $6,379,879    $4,597,869
AG, London Branch

Prospect Mountain Fund Ltd.   21913    Unliquidated      $907,363

Ore Hill Hub Fund Ltd.        21914    Unliquidated      $396,362

Bonton Media Group Inc.       22097    Unliquidated    $6,450,000

Oaktree High Yield Plus       18833        $420,778      $297,102
Fund L.P.

Sumitomo Mitsui Banking Corp. 21512          $5,625        $5,625
Europe Limited

Golddentree Loan              14974          $2,369        $2,369
Opportunities IV Ltd.

Laurelin II BV                14975         $23,508       $23,399

Golden Tree Loan              15036          $3,026        $3,026
Opportunities V, Ltd.

Golden Tree Loan              15037            $656          $656
Opportunities III Ltd.

Laurelin B.V.                 15038         $11,416       $11,363

Golden Tree Credit
Opportunities Financing I Ltd 15040      $2,840,292    $2,404,827

Golden Tree Asset Management  15041     $10,033,032    $6,384,357
Lux SARL

GoldenTree 2004 Trust         15073      $1,842,175      $695,950

The Debtors filed the quarterly report in compliance with the
Court's March 31, 2010 order, which approved a process for the
settlement of pre-bankruptcy claims.

                       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: Merit Wants Plan Exclusivity Until June 15
-----------------------------------------------------------
Merit LLC and two other debtor affiliates of Lehman Brothers
Holdings Inc. ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the period during which they have
exclusive right to file and solicit votes for their restructuring
plans of reorganization.

In a motion, Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC seek to extend the deadline for filing their Chapter 11 plans
to June 15, 2011, and for soliciting votes to those plans to
August 15, 2011.

The Lehman units sought for bankruptcy protection in December
2009, more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says the Lehman units will spend the next four months to engage
in talks with their creditors for a consensual resolution of
their Chapter 11 cases and to complete a review of their assets
as well as the claims filed by creditors.

The Court will consider the proposed extension at the hearing on
February 16, 2011.  The deadline for filing objections is
February 9, 2011.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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: Proposes Settlement With Swedbank
--------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
seek court approval of an agreement with New York-based Swedbank
AB to settle the Swedish bank's claims.

Swedbank filed deficiency claims, assigned Claim Nos. 67079 and
67080, against the Lehman units each asserting $565,870,087 on
account of LCPI's failure to repurchase commercial mortgage loans
as required under a 2002 repurchase agreement.   LBHI guaranteed
LCPI's payment obligations to the Swedish bank under the
agreement.

The settlement deal calls for the exchange of certain commercial
real estate loans between the Lehman units and Swedbank and to
revise the terms of some loans.  It also requires LBHI to pay
$10 million to Swedbank as additional consideration for the
exchange of loans and provides for the allowance of each of the
deficiency claims in the sum of $325 million.

Each of the loans subject to the exchange corresponds to a real
estate project in which Swedbank and the Lehman units have direct
or indirect debt or equity investments.  The properties are in
Manhattan, Los Angeles, Hawaii, and Austin, Texas.

Alfredo Perez, Esq., at Weil Gotshal & Manges LP, in Houston,
Texas, says the exchange would allow the Lehman units to
consolidate their ownership in the capital structure of those
projects and maximize the value of their interest in those
assets.

"The settlement agreement provides the best framework to resolve
their disputes with Swedbank over the deficiency claim and avoid
the expense and risk inherent in litigating such a claim," Mr.
Perez says.

The settlement deal is formalized in a 28-page agreement, a copy
of which is available for free at:

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

The Court will hold a hearing on February 16, 2011, to consider
approval of the proposed settlement.  The deadline for filing
objections is February 9, 2011.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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)


LIVEMERCIAL AVIATION: Case Converted to Ch. 7 Liquidation
---------------------------------------------------------
Teresa Auch Schultz at the Post-Tribune reports that a federal
bankruptcy judge converted the Chapter 11 bankruptcy case of
Livemercial Aviation Holding to Chapter 7 liquidation proceeding
at the behest of U.S. Trustee Nancy Gargula.

Livemercial Aviation Holding, LLC, filed for chapter 11 protection
this year (Bankr. N.D. Ind. Case No. 10-20051).  It disclosed less
than $10 million in assets.

According to the report, Valparaiso businessman Johnny Mathis Jr.
owns Livemercial Aviation.  Mr. Mathis sent the Company to Chapter
11 after it couldn't make payments on a loan it had taken out to
buy a plane.  PNC Bank, which held the loan, and Mr. Mathis had
originally come to an agreement that gave him until the end of the
year to sell the plane, but the bank ended up repossessing it last
summer.


LODGENET INTERACTIVE: Mast Entities Hold 7.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 28, 2011, Mast Capital Management, LLC
disclosed that it beneficially owns 1,800,000 shares of common
stock of LodgeNet Interactive Corporation representing 7.2% of the
shares outstanding.

Other affiliates of Mast Capital also disclosed beneficial
ownership of shares of the Company:


                                            Shares        Equity
                                      Beneficially Owned  Stake
                                      ------------------  ------
Mast Credit Opportunities I Master Fund   1,542,855       6.1%
Mast OC I Master Fund L.P.                  257,145       1.0%
Christopher B. Madison                    1,800,000       7.2%
David J. Steinberg                        1,800,000       7.2%

Messrs. Steinberg and Madison are the managers of Mast Capital
Management, LLC, which serves as the investment adviser for Mast
Credit Opportunities I Master Fund Limited and is the general
partner and investment adviser of Mast OC I Master Fund L.P.

The percentage of the Common Stock beneficially owned by each
Reporting Person is based on a total of 25,088,164 shares of
Common Stock of the Company outstanding as of November 2, 2010, as
reported in the Company's most recent quarterly report on Form 10-
Q for the quarterly period ended September 30, 2010.

The Fund and the LP each has the power to vote and dispose all of
the shares of Common Stock beneficially owned by such entity.
Capital, as the investment adviser of the Fund and the investment
adviser and general partner of the LP, has the authority to vote
and dispose of all of the shares of Common Stock beneficially
owned by the Fund and the LP.  Each of Messrs. Madison and
Steinberg, by virtue of his position as manager of Capital, has
the authority to vote and dispose of all of the shares of Common
Stock beneficially owned by the Fund and the LP.

                     About LodgeNet Interactive

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

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

                          *     *     *

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

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


LOEHMANN'S HOLDING: Shuts Down Store at Huntington Beach
--------------------------------------------------------
Nang Nguyen at the Orange County Register reports that Loehmann's
Holding Inc. has closed its the 15,000-square-foot store at 5
Points Plaza in Huntington Beach, California, because it was
underperforming and the "company intends to refocus its resources
on its operations in high-growth areas."

                      About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOUISVILLE ORCHESTRA: Has Funding to Pay Musicians
--------------------------------------------------
The Louisville Orchestra announced January 28 that, in deference
to the recent ruling of the Bankruptcy Court, it has sought and
been granted emergency funding from the "Philharmonic Trust" and
the Louisville Orchestra Foundation.  Each exists with independent
boards and serves as separate legal entities from the Louisville
Orchestra.  This support will enable the Orchestra to fund its
next payroll on January 31.  The funding is provided as advances
against future seasons' endowment allocations, and was made
possible, in part, due to the sharp rise in investment markets
since December.  Issues concerning whether any additional funds
can be obtained are continuing to be explored.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg presides over the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represent
the Debtor.  In its schedules, Louisville Orchestra disclosed it
had $412,000 in assets and $1.4 million in liabilities.


MAJESTIC STAR: Hiring Fine Point as Casino Adviser
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that to comply with provisions of its reorganization plan
that require a financial adviser when it emerges from Chapter 11,
Majestic Star Casino LLC filed a motion last week to hire The Fine
Point Group, a consultant specializing in the gambling industry.
Fine Point will be paid $100,000 a month for several months.

The plan confirmation hearing is scheduled for March 10, 2011, at
2:30 p.m.  Objections to confirmation of the Plan must be filed
with the Court no later than 4:00 p.m. on March 1, 2011.

                         Chapter 11 Plan

As reported in the Jan. 18, 2011 edition of the Troubled Company
Reporter, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said the Plan, revised again on Jan. 6, offers senior
secured credit facility lenders, owed $65.3 million, full payment
by receiving some cash and rolling over remaining debt.  If new
financing is available, the existing facility will be paid in
cash.  Holders of $348.4 million in senior secured notes are in
line for a 52% recovery from 58% of the new equity and $100.6
million in cash.  If new financing isn't available, noteholders
will receive new debt instead of cash.  Holders of the senior
notes are to be given 42% of the new equity for their roughly
$233 million in debt, resulting in a 25% recovery.  General
unsecured creditors are being offered 25% in cash or a share in
$1 million, whichever is less.  Holders of $72.6 million in
discount notes are to receive nothing.

According to the Disclosure Statement, under the Plan, the Debtors
will retain and reorganize around their casino gaming properties
in Gary, Indiana, Tunica County, Mississippi, and Black Hawk,
Colorado, subject, in the case of the Black Hawk, Colorado gaming
property, to obtaining all governmental licenses, suitability
determinations, and other approvals required for such property on
or prior to 240 days following the Confirmation Date.

                        About Majestic Star

Based in Las Vegas, Nevada, The Majestic Star Casino, LLC -- aka
Majestic Star Casino, aka Majestic Star -- is a wholly owned
subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MERIDIAN MORTGAGE I: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Meridian Mortgage Investors Fund I LLC
        1420 Fifth Avenue, Suite 2200
        Seattle, WA 98101

Bankruptcy Case No.: 11-10830

Chapter 11 Petition Date: January 27, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: Michael J. Gearin, Esq.
                  K&L GATES LLP
                  925 4th Ave Suite 2900
                  Seattle, WA 98104-1158
                  Tel: (206) 623-7580
                  E-mail: michael.gearin@klgates.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Diana K. Carey, Trustee for F. Darren
Berg.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Meridian Mortgage Investors
  Fund V, LLC                          10-17952   07/09/10


MERIDIAN MORTGAGE III: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Meridian Mortgage Investors Fund III LLC
        1420 Fifth Avenue, Suite 2200
        Seattle, WA 98101

Bankruptcy Case No.: 11-10833

Chapter 11 Petition Date: January 27, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: Michael J. Gearin, Esq.
                  K&L GATES LLP
                  925 4th Ave Suite 2900
                  Seattle, WA 98104-1158
                  Tel: (206) 623-7580
                  E-mail: michael.gearin@klgates.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Diana K. Carey, Trustee for F. Darren
Berg.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Meridian Mortgage Investors
  Fund V, LLC                          10-17952   07/09/10


MGM RESORTS: Kerkorian's Tracinda Has 26.9% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 28, 2011, each of Tracinda Corporation and
Kirk Kerkorian disclosed beneficial ownership of 131,173,744
shares of common stock of MGM Resorts International representing
26.9% of the shares outstanding.  As of November 1, 2010, there
were 482,369,501 shares of common stock of the Company
outstanding.

As MGM Resorts' largest stockholder, Tracinda occasionally
receives inquiries regarding the Company and Tracinda's shares of
Common Stock.  Tracinda monitors its investment in the Company by,
among other things, contacting Company management to address
operations and market conditions.  Tracinda continues to believe
that there is substantial value in the assets of MGM Resorts and
that the Company is a good long-term investment.  However, from
time to time, Tracinda may explore potential transactions
involving its shares of Common Stock.  Tracinda may ultimately not
enter into any transaction.

                         About MGM Resorts

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

The Company's balance sheet at Sept. 30, 2010, showed
$19.14 billion in total assets, $1.32 billion in total current
liabilities, $2.40 billion in deferred income taxes,
$12.62 billion in long-term debt, $252.21 million in other
long-term obligations, and stockholder's equity of $2.54 billion

                          *     *     *

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

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

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


MICHAEL KENWOOD: Faces SEC Charges; Assets Frozen
-------------------------------------------------
The Securities and Exchange Commission on Friday obtained a court
order freezing the assets of a Stamford, Conn.-based investment
adviser and its principal, Francisco Illarramendi, charging that
they misappropriated at least $53 million in investor funds and
used the money for self-dealing transactions.

The SEC alleges that Mr. Illarramendi defrauded investors in the
several hedge funds he managed by improperly transferring their
money into bank accounts that he personally controlled.  He then
invested the money for his own benefit or for the benefit of the
entities that he controlled, rather than for the benefit of the
hedge fund investors.

"Illarramendi treated his clients' money like it was his own,
diverting millions of dollars that did not belong to him," said
David P. Bergers, Director of the SEC's Boston Regional Office.
"He abused his position of trust with his clients and breached his
responsibilities as an investment adviser."

According to the SEC's complaint filed in the U.S. District Court
for the District of Connecticut on January 14, Mr. Illarramendi is
the majority owner of the Michael Kenwood Group LLC -- a holding
company for, among other entities, investment adviser Michael
Kenwood Capital Management LLC.  Through this adviser entity, Mr.
Illarramendi manages several hedge funds, including one that
contains up to $540 million in assets.  The SEC's complaint
alleges that Mr. Illarramendi took at least $53 million in
investor money out of this hedge fund without the knowledge or
consent of the hedge fund's investors

The SEC sought an asset freeze and other emergency relief because
it alleged that Mr. Illarramendi was imminently planning to make
additional investments using investor funds without the knowledge
or consent of the investors.  Since the filing of the complaint,
the Honorable Janet Bond Arterton, U.S. District Judge for the
District of Connecticut, has held a series of hearings pertaining
to the SEC's request for an emergency relief against Mr.
Illarramendi and Michael Kenwood Capital Management.  Judge
Arterton then entered an order freezing the assets of the
defendants.

The SEC's complaint charges Mr. Illarramendi and Michael
Kenwood Capital Management, LLC, with violating Sections 206(1),
206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule
206(4)-8 thereunder.  The complaint also names the following
Illarramendi-controlled entities as relief defendants, alleging
that they received investor funds to which they have no right:
Michael Kenwood Asset Management LLC, Michael Kenwood Energy and
Infrastructure LLC, and MKEI Solar LP.  In addition to preliminary
emergency relief, the SEC's complaint seeks permanent injunctions,
disgorgement of ill-gotten gains plus prejudgment interest, and
civil penalties from the defendants, and disgorgement plus
prejudgment interest from the relief defendants.

Carlos J. Costa-Rodrigues, Sofia T. Hussain, Michelle Perillo, and
LeeAnn Ghazil Gaunt of the SEC's Boston Regional Office conducted
the investigation following an examination conducted by Zerubbabel
Johnson, Stephen M. Latin, Michael D. O'Connell, and Elizabeth
Salini.  The SEC's litigation effort is being led by Rua M. Kelly.
The SEC's investigation is ongoing.


MINOR FAMILY: Status Hearing on Funding of Debtor Moved to Apr. 18
------------------------------------------------------------------
Upon consideration of the motion of Minor Family Hotels, LLC, to
continue the status hearing on funding of the Debtor, originally
set for February 14, 2011, and because judicial economy will be
served by continuing said hearing, the U.S. Bankruptcy Court has
ordered that the status hearing on funding of the Debtor be
continued to April 18, 2011, at 11:00 a.m. in the United States
Bankruptcy Court, Courtroom 200, 255 West Main Street, in
Charlottesville, Virginia.

In support of its motion for continuation of the status hearing to
April 18, 2011, the Debtor stated that its case will be determined
in great part by litigation in Georgia, which is scheduled to be
tried in mid-March, 2011.

The Georgia Action referred to in the preceding paragraph is
entitled: Specialty Finance Group, LLC v. Minor Family Hotels,
LLC, Adv. Pro. No. 10-06112 (Bankr. W.D. Va) (action for breach of
contract and fraud initially filed in the State Court of Fulton
County, Georgia).

As reported in the Troubled Company Reporter on December 15, 2010,
District Court Judge Norman K. Moon affirmed a bankruptcy court
order remanding the above referenced Adversary Proceeding to the
State Court of Fulton County, Georgia.

The dispute arises out of a construction loan agreement for a
$23.6 million loan entered into by lender Specialty Finance Group,
and by the Debtor for the purpose of funding the construction and
development of a hotel on the downtown mall in Charlottesville,
Virginia.  The Lender alleges that because events of default
occurred, it rightfully accelerated all amounts due under the loan
and guaranty and sought those amounts from the Debtor and Halsey
Minor as owners.  The Owners allege that the Lender wrongfully
failed to fund the loan and illegally colluded with developer
Hotel Charlottesville, LLC, Lee Danielson, and general contractor
Clancy & Theys Construction Company.

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MISSION TOWERS: Cash Collateral Use Extended Until Sale Closing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved the
Agreed Motion of Mission Towers Properties I, LLC, and secured
lender Union Bank, extending the use of cash collateral through
January 31, 2011, or to a later date.

Uhion Bank had requested that the Debtor extend the bid deadlines
for the submission of bids and potential closing through
January 31, 2011, with respect to the Debtor's real property
located at 5700 Broadmoor, in Mission, Kansas.  The extension of
the bid deadline through closing necessitates the extension of the
use of cash collateral.

As agreed, in the event the closing is extended past January 31,
2011, the Debtor and Union Bank will enter into a stipulation
without notice to creditors of the continued use of cash
collateral.  In no event will the stipulated extension extend
beyond February 28, 2011.

As reported in the Troubled Company Reporter on July 21, 2010,
the Debtor was indebted to Union Bank in the principal amount of
$7,373,787 under the First Note; the principal amount of
$2,199,051 under the Second Note; and the principal amount of
$2,847,137 under the Third Note.

                       About Mission Towers

Leawood, Kansas-based Mission Towers Properties I, LLC, owns a
nine-story office building known as Mission Towers (the Property)
in Mission, Kansas.  The Company filed for Chapter 11 bankruptcy
protection on July 9, 2010 (Bankr. D. Kan. Case No. 10-12286).
Edward J. Nazar, Esq., who has an office in Wichita, Kansas,
assists the Company in its restructuring effort.  In its petition,
the Debtor scheduled $11,211,322 in assets and $16,085,073 in
liabilities as of the petition date.


MK CUSTOM: Court Denies Sale of Maricopa County, Ariz. Property
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has denied
the motion of MK Custom Residential Construction, LLC, for the
approval of the sale of its property located in Maricopa County,
Arizona.

On November 15, 2010, Maricopa County filed its notice of
perfected liens and objection to the sale motion.  On November 30,
2010, Lender ML Manager LLC, filed its objection to the sale
motion.

The reasons set forth on the record at the hearing were not
disclosed.

              About MK Residential Construction, LLC

Phoenix, Arizona-based MK Custom Residential Construction, LLC,
filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case
No. 09-31909).  Jerry L. Cochran, Esq., at Cochran Law Firm, PC
represents the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $10,000,000 in assets and
$10,122,224 in liabilities as of the petition date.


MOHEGAN TRIBAL: Posts Statistical Report for Mohegan Sun
--------------------------------------------------------
On January 28, 2011, the Mohegan Tribal Gaming Authority posted on
its Web site its Table Games Statistical Report for Mohegan Sun at
Pocono Downs containing statistics relating to gross table games
revenues, table games tax and weighted average number of table
games.  The Table Games Statistical Report includes these
statistics on a monthly basis for the three months ended December
31, 2010 and the fiscal year ended September 30, 2010.  A copy of
the Table Games Statistical Report is available at no charge at:

               http://ResearchArchives.com/t/s?72a5

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority's balance sheet at September 30, 2010, showed $2.20
billion in total assets, $2.07 billion in total liabilities and
$132,044,000 in total capital.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
September 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MOVIE GALLERY: Scam Seeks Payment of Late Fees
----------------------------------------------
Mandy Oaklander, writing for The Kansas City Pitch, reports that
Kansas Attorney General Derek Schmidt has warned locals in a press
release of a scam seeking payment of alleged Hollywood Video late
fees.  The report relates Mr. Schmidt said he has heard from
Kansans across the state who have been sent bills or been
telephoned by a company called National Credit Solutions, which
purports to be a debt-collecting agency.  According to victims who
talked to Mr. Schmidt's office, National Credit Solutions
threatens that a lack of payment will be reflected on their credit
reports.  The callers shadily offer to accept less than the amount
"due" as long as the person pays on the spot.

"This appears to be a scam," Mr. Schmidt said.  "Consumers should
not pay or give any information to this organization over the
telephone.  Instead, they should gather whatever information they
can about the alleged debt and the caller and then report that to
our office."

                       About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection on
Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853).
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 on February 3, 2009 (Bankr.
E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represent the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.


MPM INVESTOR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: MPM Investor Services Inc
        1420 Fifth Avenue, Suite 2200
        Seattle, WA 98101

Bankruptcy Case No.: 11-10834

Chapter 11 Petition Date: January 27, 2011

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

Judge: Karen A. Overstreet

Debtor's Counsel: Michael J. Gearin, Esq.
                  K&L GATES LLP
                  925 4th Ave Suite 2900
                  Seattle, WA 98104-1158
                  Tel: (206) 623-7580
                  E-mail: michael.gearin@klgates.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Diana K. Carey, Trustee for F. Darren
Berg.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                  Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Meridian Mortgage Investors
  Fund V, LLC                          10-17952    07/09/10


NETWORK CN: Posts $416,500 Net Loss in September 30 Quarter
-----------------------------------------------------------
Network CN Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $416,489 on $733,440 of revenues for the three
months ended September 30, 2010, compared with a net loss of
$1.1 million on $293,706 of revenues for the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
$2.5 million in total assets, $5.9 million in total liabilities,
and a stockholders' deficit of $3.4 million.

Baker Tilly Hong Kong Limited, in Hong Kong, expressed substantial
doubt about Network CN Inc.'s ability to continue as a going
concern, following the Company's results for 2009.  The
independent auditors noted that the Company has incurred net
losses of $37,359,188 for the year ended December 31, 2009.
Additionally, during the year ended December 31, 2009, the Company
has used cash flow in operations of $5,428,273, and as of
December 31, 2009, recorded a stockholders' deficit of $1,491,206.

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

               http://researcharchives.com/t/s?72a7

On January 28, 2011, the Company filed Amendment No. 1 to its
quarterly report for the quarterly period ended September 30,
2010, solely to amend the Company's disclosures under Part I -
Item 2 "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

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

               http://researcharchives.com/t/s?72a8

Also on January 28, 2011, the Company filed Amendment No. 1 to its
annual report on Form 10-K for the fiscal year ended December 31,
2009, originally filed with the U.S. Securities and Exchange
Commission on March 31, 2010, solely to amend the Company's
disclosures throughout the Original Report, including under Item
1. "Business," Item 1A. "Risk Factors," Item 5 "Market for the
Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities," Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations,"
Item 10 "Directors, Executive Officers and Corporate Governance,"
Item 11 "Executive Compensation," Item 12 "Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters," Item 13 "Certain Relationships and Related Transactions,
and Director Independence," and Item 15 "Exhibits, Financial
Statement Schedules."

Full-text copies of the Form 10-K/A and the original Form 10-K
report are available for free at:

               http://researcharchives.com/t/s?72a9

               http://researcharchives.com/t/s?72aa

Network CN Inc. (OTC BB: NWCN) -- http://www.ncnmedia.com/--
together with its subsidiaries, provides out of home advertising
services.  Network CN Inc. was incorporated in the State of
Delaware in 1993 and is headquartered in Causeway Bay, Hong Kong.


NORTHERN STAR MINING: Files BIA Proposal; Deloitte is Trustee
-------------------------------------------------------------
Deloitte & Touche Inc. was appointed trustee in the bankruptcy of
Northern Star Mining Corp. last week.

NSM and its subsidiary, Jake Resources Ltd., did not seek a
further extension of the period in which to file a proposal under
the Bankruptcy and Insolvency Act (Canada), which expired on
January 24.  As a consequence, NSM and Jake Resources were deemed
to have filed assignments in bankruptcy, and NSM's officers and
directors have resigned.

On August 18, 2010, the Company filed a Notice of Intention to
Make a Proposal under the BIA.  The Filing resulted in an initial
automatic 30-day stay of proceedings which protects the Company
from its creditors.  The effect of the Order made on November 26,
2010, is to extend that stay until January 24, 2011.

While under protection from its creditors, the Company's board of
directors maintained its usual role and its transfer agent
remained Computershare Trust Company of Canada.

For more information, please contact:

          Hartley Bricks
          Deloitte & Touche Inc.
          Telephone: 416-775-7326

Val-D'Or, Quebec-based Northern Star Mining Corp. (TSX Venture
Exchange: NSM) controls 100% of the Malartic Midway project.  The
focus of Northern Star is to explore for precious metals within
the traditionally mineral rich camp.


NUVILEX INC: Posts $45,820 Net Loss in October 31 Quarter
---------------------------------------------------------
Nuvilex Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $45,820 on $15,869 of revenues for the three months
ended October 31, 2010, compared with a net loss of $514,343 on
$70,171 of revenues for the same period of 2009.

The Company's balance sheet at October 31, 2010, showed
$1.2 million in total assets, $3.3 million in total liabilities,
and a stockholders' deficit of $2.1 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about
Nuvilex's ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2010.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

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

               http://researcharchives.com/t/s?72a6

Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX)
-- http://www.nuvilex.com/-- operates independently and through
wholly-owned subsidiaries and is dedicated to bringing to market
scientifically derived products designed to improve the health and
well-being of those who use them.  The Company currently
manufactures, directly or indirectly through independent
contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and
related private label ink products), and Talysn(TM) Scar Cream for
sale worldwide.

Nuvilex markets its products both directly and through retail
distribution partners.  The Company's retail distribution partners
include The Vitamin Shoppe and other regional retail
establishments.


ORANGE COUNTY CHOPPERS: Foreclosure Suit Sparks Bankruptcy Rumors
-----------------------------------------------------------------
Fred Meier at USA Today reports that a flurry of rumors flew
around the Web last week that the TV-famous Orange County Choppers
was bankrupt.

Paul Teutel Sr.'s bike works has a long history of legal
melodrama, Mr. Meier relates, including the nasty lawsuit between
colorful Paul Sr. and Jr., as Junior went his own way. But the
current posts making the rounds refer to a foreclosure lawsuit
actually filed in November (according to a report at
http://is.gd/iQh4Xxin OCC's hometown Newburgh, N.Y., newspaper)
by GE Capital, the lender for OCC's headquarters building.

According to the report, the bike works, like lots of homes, is
underwater on its two mortgages.  It missed payments in July,
which OCC's lawyer told the Times-Herald Record was a ploy to get
GE to renegotiate the $12.5 million in loans on a building he
estimates now worth no more than $8 million.

OCC and GE apparently are playing chicken, but Paul Sr.'s lawyer:

         Richard M. Mahon, II, Esq.
         Tarshis, Catania, Liberth, Mahon & Milligram, PLLC
         One Corwin Court
         Newburgh, NY 12550
         Telephone: (845) 565-1100
         E-mail: rmahon@tclmm.com

told the paper that OCC and Paul Sr., in November at least, were
not broke.


OTTER TAIL: Court OKs OTAV-Led Auction on Feb. 16
-------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Otter Tail's bid procedures related to the sale of its ethanol
manufacturing plant to stalking horse bidder OTAV LLC for
$62.5 million or to the highest bidder.   According to BData,
competing bids are due February 11 and an auction, if necessary,
will be held on February 16, 2011.

                         About Otter Tail AG

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

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


OWENS CORNING: Garlock Wants to Access Rule 2019 Statements
-----------------------------------------------------------
Garlock Sealing Technologies LLC asks the U.S. Bankruptcy Court
for the District of Delaware and the U.S. Bankruptcy Court for
the Western District of Pennsylvania for authority to access
exhibits of statements pursuant to Rule 2019 of the Federal Rules
of Bankruptcy Procedure filed in the Chapter 11 cases of certain
debtors, but omitted from the electronic docket pursuant to
orders of the courts requiring a motion to obtain access.

Garlock Sealing specifically seeks authority from the Delaware
Court to access documents in the cases of:

        * Owens Corning,
        * ACandS, Inc.,
        * Armstrong World Industries, Inc.,
        * Combustion Engineering, Inc.,
        * The Flintkote Company,
        * Kaiser Aluminum Corp.,
        * US Mineral Products Company,
        * USG Corp., and
        * W.R. Grace & Co.

Likewise, Garlock Sealing seeks authority from the Pennsylvania
Court to access documents in the cases of:

        * Mid-Valley, Inc.,
        * North American Refractories Co., and
        * Pittsburgh Corning Corp.

In addition, Garlock Sealing also seeks authority to intervene in
each of the Subject Debtors' Chapter 11 cases and seeks to reopen
any that are presently closed to the extent necessary for the
Courts to provide it with the relief it seeks.

Gregory W. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell
LP, in Wilmington, Delaware, says that the public is
presumptively entitled to obtain access to documents filed in
federal courts, unless a party objecting to access can
demonstrate that disclosure will cause a "clearly defined and
serious injury."  He notes that at the time it entered the 2019
Orders, the Courts deferred decision on who would have access to
the full 2019 statements, instead providing that the exhibits
would be sequestered off the electronic docket, and that members
of the public could file a motion to obtain access, at which time
the appropriate Court would decide the access question.

"Garlock [Sealing] is a member of the public and, furthermore, is
likely a party in interest in all the cases, as a company that
was routinely sued in asbestos personal injury cases with the
Debtors," Mr. Werkheiser contends.

Although Garlock Sealing need not show cause to obtain access, it
has an urgent need to obtain the full 2019 statements for use as
evidence in its own pending bankruptcy case, Mr. Werkheiser
emphasizes.

Garlock Sealing is a manufacturer of sealing products,
headquartered in Palmyra, New York.  The company formerly
manufactured asbestos-containing products, principally gaskets
and packing containing encapsulated asbestos, and has been a
defendant in lawsuits alleging asbestos-related personal injury
for over 35 years.

Garlock Sealing wants to obtain access to documents filed in the
Chapter 11 cases that are relevant to estimation and other
matters in its bankruptcy case, Mr. Werkheiser relates.  He notes
that beginning in 2004, the Courts began to require asbestos
plaintiffs' firms representing multiple creditors to file Rule
2019 Statements.  The Courts required each firm to file a
verified statement identifying the name and address of the entity
filing the statement.  The Courts also required the 2019
Statements to be supplemented every 90 days.

By comparing exhibits in the Rule 2019 Statements to the
discovery Garlock was simultaneously receiving in the tort
system, Garlock can determine whether lawyers and claimants were
lying in one or both forums, Mr. Werheiser says.  He explains
that the Rule 2019 Statements show when plaintiffs' firms knew
that their clients were creditors in the cases, and thus when
firms knew their clients had been exposed to products for which
the bankrupts were responsible.

"By comparing these verified statements to discovery Garlock
received over the past decade, Garlock can prove the extent to
which plaintiffs' firms were concealing evidence of alternative
exposures in order to inflate Garlock's settlement values," Mr.
Werkheiser asserts.  He also notes that "if Garlock's past
settlements were inflated by fraud and abuse, they present an
unreliable guide to its current and future liability for asbestos
claims, unless discounted to account for the fraud and abuse."

                  Garlock Seeks to Limit Notice

Garlock sought and obtained an order from the Delaware Court
providing that Garlock's notice of its Motion to Unseal will be
served on (i) all law firms for asbestos personal injury
claimants that have filed Rule 2019 Statements and that Garlock
Sealing seeks to have unsealed, (ii) counsel of record for the
Debtors in each of the Bankruptcy Cases, (iii) counsel for any
statutory committee appointed in the Bankruptcy Cases, (iv)
counsel for all trustees of any trusts created in the Bankruptcy
Cases pursuant to Section 524(g) of the Bankruptcy Code, and (v)
the Office of the United States Trustee for the districts in
which each of the Bankruptcy Cases is venued, (vi) all Notice
Parties, and (vii) all those who have filed requests for notices
in each of the cases.

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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

                     About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody


OWENS CORNING: P.I. Claimants Send Letters Seeking Claims Payment
-----------------------------------------------------------------
Autry Earl Barney, a personal injury claimant, sent a letter
addressed to the U.S. Bankruptcy Court for the District of
Delaware seeking settlement for an alleged claim that was
previously submitted against "Owens-Corning."

In response, the Court ordered the Owens Corning/Fibreboard
Asbestos Personal Injury Trust to respond to Mr. Barney's
inquiry.

The PI Trust submitted a response, but it is asking the Court to
have the response filed under seal to comply with the
confidentiality provisions of the Asbestos Personal Injury Trust
Distribution Procedures.

The Court subsequently granted the PI Trust's confidentiality
request.

                Owens Corning Answers Mr. Barney

Adam H. Isenberg, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, the Reorganized Debtors' bankruptcy counsel, tells Mr.
Barney that according to the firm's records, he entered into a
settlement agreement with:

  -- Owens Corning in July 1992 for a certain amount, a portion
     of which was paid to Nutt & Associates P.C. and Ness Motley
     Loadholt Richardson and Poole, Mr. Barney's attorneys; and

  -- Fibreboard Corporation in June 1992 for a certain amount.

Mr. Isenberg notes that records did not indicate whether Mr.
Barney shared the Fibreboard Settlement Payment with his
attorneys, who are listed as Cupit Jones & Fairbank.

                    F. Carillo Sends Letter

Another letter due to a death caused by asbestos was delivered to
the Court.  The letter is from Francisco Carillo who is asking
"justice" for his mother's death.

The Court answered Mr. Carillo and directed him to address his
inquiries and requests to the PI Trust.

                     About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody


OXIGENE INC: Capital Ventures Discloses 6.4% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 28, 2011, each of Capital Ventures
International and Heights Capital Management, Inc., disclosed
beneficial ownership of 8,253,077 shares of common stock of
OXiGENE Inc., representing 6.4% of the shares outstanding.  The
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2010 stated there were 107,892,343 Shares
outstanding as of November 5, 2010 and the Company's Current
Report on Form 8-K dated January 18, 2011 stated that an
additional 21,938,673 Shares were issuable on or about January 21,
2011.

                         About OXiGENE Inc.

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

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

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


OXIGENE INC: Fails to Meet $50MM Market Value NASDAQ Requirement
----------------------------------------------------------------
On January 19, 2011, OXiGENE, Inc. received, as expected, a letter
from The NASDAQ Stock Market notifying the Company that it had not
regained compliance with the minimum $50 million market value of
listed securities requirement of The NASDAQ Global Market set
forth in Listing Rule 5450(b)(2)(A).  As previously reported, on
July 21, 2010, the NASDAQ Staff notified the Company that it had
failed to meet the NASDAQ MVLS requirement and, in accordance with
NASDAQ's Listing Rules, would be provided until January 18, 2011,
to regain compliance.  The Company did not regain compliance
within this time.

The Company recently appeared before a NASDAQ Listing
Qualifications Panel and presented its plan to regain compliance
with respect to both the applicable MVLS and bid price
requirements.  As previously reported, on December 15, 2010, the
NASDAQ Staff notified the Company that it did not comply with the
minimum $1.00 bid price requirement set forth in Listing Rule
5450(a)(1) and that the Company's common stock was subject to
delisting unless it requested a hearing before the Panel.

The Company understands that appearing before a Panel
automatically stays the delisting until the Panel issues its
decision, usually within three to six weeks following the hearing.
However, there can be no assurance that the Panel will grant the
Company's request for continued listing on The NASDAQ Stock Market
or that the Company will regain compliance.

                         About OXiGENE Inc.

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

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

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


PARAMOUNT RESOURCES: Moody's Assigns 'Caa1' to C$70MM Unsec Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Paramount
Resources Ltd.'s proposed offering of C$70 million of senior
unsecured notes and upgraded the rating on its existing senior
unsecured notes to Caa1 from Caa2.  Moody's also affirmed the
company's B3 Corporate Family Rating.  The proceeds of the new
notes issue will be used for capital expenditures and general
corporate purposes.  The upgrade in the senior unsecured rating
reflects the replacement of anticipated secured debt with
$70 million of unsecured debt.  The lower amount of prior
ranking secured debt in the capital structure than previously
anticipated results in a rating of the unsecured notes only one
notch below the B3 CFR.  The rating outlook remains negative.

Paramount's B3 CFR is supported by its substantial alternate
liquidity and historically low leverage, which has weakened
substantially with its two recent notes issuances, but is expected
to improve over the next 18 months as new production comes on-
stream and reserves are added.  The rating also considers the more
than 50 percent management ownership of Paramount.  The rating is
constrained by the company's poor operating track record, small
production and reserves base, and high full-cycle costs that have
limited organic reserves replacement.

The negative outlook reflects a significant increase in
Paramount's near term leverage and the considerable execution risk
surrounding the plan to rapidly grow upstream natural gas
production in 2011 and 2012 in tandem with the expansion of
midstream gas processing capacity.  The production growth will
materialize over time and only after significant incremental debt
has been incurred, leaving leverage elevated in the near term.
Furthermore, the company is ramping up production at a time when
natural gas prices are expected to remain under pressure due to
soft demand and continued rapid growth in shale gas production in
North America.

Paramount plans to spend over $100 million in building midstream
facilities and considerably more in drilling, completion and tie-
in costs in pursuit of almost tripling its upstream production
over the next two years.  In recent years, the company has been
unable to show organic growth, and has not proven to be a cost
effective operator of E&P assets.

Due to heavy upfront capital expenditures, Paramount will also
experience steady erosion in liquidity until early 2012, when
production reaches a higher plateau and elevated capital spending
needs dissipate.  However, the company will have the flexibility
to pare back spending in the event of protracted weak natural gas
prices, as both midstream and upstream development is expected to
occur in modular fashion.  In the past, the company has also shown
the willingness to monetize its equity holdings to improve
liquidity and repay debt.

Pro forma for the $70 million of new notes, the C$300 million of
notes and C$60 million of equity issue in November 2010, and
anticipated debt repayments, we estimate that Paramount had
approximately C$226 million of cash and C$143 million of available
borrowing capacity under its C$160 million borrowing base
revolving credit facility at September 30, 2010.  There is a high
likelihood that the company will have used up most of this
liquidity by the end of 2011.  The company would then need
additional external financing to fund a portion of its growth
capex.  To meet this liquidity need, Moody's would expect
Paramount to expand its reserves-based borrowing base revolver
following the addition of significant amounts of proved developed
producing reserves.

Moody's notes that Paramount has substantial alternate liquidity
through the value in its equity investments.  The combined market
value of Paramount's quoted investment portfolio was approximately
C$444 million at Sept 30, 2010.  Paramount's bank lenders have a
first charge over the producing assets of Paramount, but not the
equity investments.  The investment portfolio represents an
important pool of liquidity to Paramount.

The rating could be downgraded to Caa1 if Paramount is unable to
attain production growth within the anticipated capex and timeline
causing leverage to remain elevated over a longer period, or if
the company runs into liquidity problems.  The outlook would
return to stable if the company can lower leverage as measured by
debt to production below US$20,000 per boe on a sustainable basis
while bringing production and capital expenditures to a more
steady state.

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.

Paramount Resources Ltd. is a Calgary, Alberta based predominantly
natural gas producing E&P company with principal properties in
Alberta, the Northwest Territories, British Columbia, Montana, and
North Dakota.


PARTSEARCH TECHNOLOGIES: Files Chapter 11 After Losing Best Buy
---------------------------------------------------------------
Partsearch Technologies Inc. filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-10282) on Jan. 27 in Manhattan after
discovering it overcharged its largest customer Best Buy Co. Inc.
by $5.9 million, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported.

According to the report, the petition was accompanied by a motion
to sell the business for $2.875 million to Eldis Inc.

Partsearch, based in Kingston, New York, offers parts for consumer
electronics and outdoor power equipment.  It doesn't hold
inventory of its own. Inventory comes from suppliers.

According to Mr. Rochelle's report, Partsearch discovered in
September that it had overcharged Richfield, Minnesota-based Best
Buy, its largest customer.  In October, Best Buy stopped doing
business and refused to pay outstanding payables.  The following
month, Partsearch determined that the business wasn't viable
without Best Buy as a customer.  The workers were all fired.

Partsearch disclosed assets for $4 million and total liabilities
of $13 million. On top of the $5.9 million owing to Best Buy,
liabilities include $7 million in trade payables plus an
undetermined amount for labor-law violations for firing workers
without required notice.


PARTSEARCH TECHNOLOGIES: Case Summary & Creditors List
------------------------------------------------------
Debtor: Partsearch Technologies, Inc.
        708 Third Avenue, 5th Floor
        New York, NY 10017

Bankruptcy Case No.: 11-10282

Chapter 11 Petition Date: January 27, 2011

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

Debtor's Counsel: William R. Baldiga, Esq.
                  BROWN RUDNICK LLP
                  7 Times Square
                  New York, NY 10036
                  Tel: (212)209-4800
                  Fax: (212)209-4801
                  E-mail: wbaldiga@brownrudnick.com

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

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

A list of the Company's 30 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb11-10282.pdf

The petition was signed by Lawton W. Bloom, chief restructuring
officer.


PENINSULA GAMING: S&P Holds 'B+' Corp. Credit Rating; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Dubuque,
Iowa-based gaming operator Peninsula Gaming LLC, from CreditWatch,
where they were placed with negative implications on Dec. 16,
2010.  S&P affirmed its 'B+' corporate credit rating on the
Company and assigned a negative rating outlook.

At the same time, S&P affirmed S&P's issue-level rating on
Peninsula's 8.375% senior secured notes due 2015 (rated 'BB' with
a recovery rating of '1') incorporating the anticipated
$80 million add-on, which would bring the total size of the issue
to $320 million.

S&P also affirmed its issue-level rating on Peninsula's 10.75%
senior unsecured notes due 2017 (rated 'B' with a recovery rating
of '5') incorporating the proposed $50 million add-on, which would
bring the total size of the issue to $355 million.

In the preliminary offering memorandum for the add-on to
Peninsula's 10.75% senior unsecured notes, the Company states that
it is seeking consents from holders of its 8.375% senior secured
notes to permit the issuance of an additional $80 million of the
senior secured notes.  S&P's rating incorporates the expectation
that Peninsula will receive the consents necessary to issue
the additional senior secured notes.

Proceeds from the additional senior secured and senior unsecured
notes, along with a proposed furniture, fixtures, and equipment
(FF&E) facility, proposed vendor financing, and internally
generated cash, will be used to fund the construction and
development of a new casino near Wichita, Kansas.

"The affirmation of the 'B+' corporate credit rating reflects our
expectation that, while credit measures will weaken meaningfully
during the initial development phase of the Company's casino
project in Kansas, the new property will ramp up quickly and
credit measures will improve to levels more in line with the
current rating (adjusted leverage below 6.0x and coverage above
1.5x) by the end of 2012," said Standard & Poor's credit analyst
Ariel Silverberg.

S&P expects credit measures will begin to weaken in the first
quarter of 2011 in conjunction with the additional notes issuance
and commencement of construction, with  adjusted leverage reaching
the high 7.0x area and interest coverage will falling slightly
below 1.5x by the end of 2011.  Given S&P's expectation for EBITDA
generation from the Kansas property (beginning in the first
quarter of 2012), in conjunction with S&P's expectation for flat
to low single digit percent EBITDA growth at Peninsula's existing
four properties, S&P believes internally generated operating cash
flow beginning in 2012 will be sufficient to fund most development
and maintenance capital expenditures through the remaining
construction phases of the project.


PENN TREATY AMERICAN: Deltec Asset Discloses 8.7% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 25, 2011, Deltec Asset Management, LLC
disclosed that it beneficially owns 2,017,675 shares of common
stock of Penn Treaty American Corporation representing 8.7% of the
shares outstanding.

                    About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PLATINUM STUDIOS: CEO Rosenberg Gives 30-Day Loan of $100,000
-------------------------------------------------------------
On January 27, 2011, Platinum Studios, Inc., entered into a loan
agreement with its CEO, Scott M. Rosenberg.  Pursuant to the terms
of the Agreement, Mr. Rosenberg has agreed to loan $100,000 to the
Company for a period of 30 days.  The loan bears no interest.

                      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.


PLY GEM HOLDINGS: Inks $175MM Secured ABL Facility With UBS
-----------------------------------------------------------
On January 26, 2011, Ply Gem Holdings, Inc., Ply Gem Industries,
Inc., a wholly-owned subsidiary of the Company, each of the direct
and indirect domestic subsidiaries of Ply Gem Industries, and Ply
Gem Canada, Inc., Ply Gem Industries' Canadian subsidiary, entered
into a senior secured asset-based revolving credit agreement with
UBS Securities LLC, as joint lead arranger and joint bookrunner,
Wells Fargo Capital Finance, LLC, as syndication agent, joint lead
arranger, joint bookrunner and co-collateral agent, UBS AG,
Stamford Branch, as U.S. administrative agent and U.S. collateral
agent, UBS AG Canada Branch, as Canadian administrative agent and
Canadian collateral agent, and a syndicate of financial
institutions and institutional lenders.

                             Structure

The ABL Facility provides for revolving credit financing of up to
$175.0 million subject to borrowing base availability, with a
maturity of five years, including sub-facilities for letters of
credit, swingline loans and borrowings in Canadian dollars and
United States dollars by Ply Gem Canada.  $160.0 million of the
ABL Facility is available to Ply Gem Industries and $15.0 million
is available to Ply Gem Canada.  In addition, the ABL Facility
provides that the revolving commitments may be increased to $250.0
million, subject to certain terms and conditions.

The borrowing base at any time equals the sum of:

   * 85% of the net amount of eligible receivables; and

   * 85% of the net orderly liquidation value of eligible
     inventory

All borrowings under the ABL Facility will be subject to the
satisfaction of customary conditions, including absence of a
default and accuracy of representations and warranties.

                         Interest and Fees

Borrowings under the ABL Facility bear interest at a rate per
annum equal to, at Ply Gem Industries' option, either (a) a base
rate determined by reference to the higher of (1) the corporate
base rate of the Administrative Agent, as established at its
Stamford Branch, and (2) the federal funds effective rate plus
0.5% or (b) a Eurodollar rate determined by reference to the costs
of funds for U.S. dollar deposits for the interest period relevant
to such borrowing adjusted for certain additional costs, in each
case plus an applicable margin.  The initial applicable margin for
borrowings under the ABL Facility is 1.50% for base rate loans and
2.50% for Eurodollar rate loans.  The applicable margin for
borrowings under the ABL Facility will be subject to step ups and
step downs based on average excess availability under that
facility.  Swingline loans will bear interest at a rate per annum
equal to the base rate plus the applicable margin.  In addition to
paying interest on outstanding principal under the ABL Facility,
Ply Gem Industries is required to pay a commitment fee, in respect
of the unutilized commitments thereunder, which fee will be
determined based on utilization of the ABL Facility.  Ply Gem
Industries must also pay customary letter of credit fees equal to
the applicable margin on Eurodollar loans and agency fees.

                               Term

The ABL Facility has an initial term of five years.  However, the
ABL Facility will mature on (i) the date which is two months prior
to the maturity date of Ply Gem Industries' existing 11.75% Senior
Secured Notes due 2013 unless, on or prior to that date, the
Senior Secured Notes have been repaid, refinanced or the maturity
date thereof extended, in each case, to a date that is at least
six months later than the Stated Maturity Date and (ii) the date
which is three months prior to the maturity date of Ply Gem
Industries' existing 13.125% Senior Subordinated Notes due 2014
unless, on or prior to that date, the Senior Subordinated Notes
have been repaid, refinanced or the maturity date thereof
extended, in each case, to a date that is at least six months
later than the Stated Maturity Date.

                       Mandatory prepayments

If at any time the aggregate amount of outstanding loans,
unreimbursed letter of credit drawings and undrawn letters of
credit under the ABL Facility exceeds the lesser of (i) the
commitment amount and (ii) the borrowing base, Ply Gem Industries
will be required to repay outstanding loans and cash collateralize
letters of credit in an aggregate amount equal to such excess,
with no reduction of the commitment amount.  If the amount
available under the ABL Facility is less than the greater of (a)
15% of the lower of the revolving credit commitments and the
borrowing base and (b) $20.0 million or certain events of default
have occurred, all cash from Ply Gem Industries material deposit
accounts will be swept daily into a collection account controlled
by the administrative agent under the ABL Facility and used to
repay outstanding loans and cash collateralize letters of credit.

                        Optional prepayment

Ply Gem Industries may voluntarily reduce the unutilized portion
of the commitment amount and repay outstanding loans at any time
without premium or penalty other than customary "breakage" costs
with respect to Eurodollar loans.

                  Amortization and final maturity

There is no scheduled amortization under the ABL Facility.  All
outstanding loans under the facility are due and payable in full
on the Stated Maturity Date.

                      Security and Guarantees

All obligations under the ABL Facility are unconditionally
guaranteed by the Company and substantially all of Ply Gem
Industries' existing and future, direct and indirect, wholly-owned
domestic subsidiaries, and in any event by all subsidiaries that
guarantee the Senior Secured Notes.  All obligations under the ABL
Facility, and the guarantees of those obligations, are secured,
subject to certain exceptions, by substantially all of the assets
of Ply Gem Industries and the Guarantors, including:

   -- a first-priority security interest in personal property
      consisting of accounts receivable, inventory, cash, deposit
      accounts, and certain related assets and proceeds of the
      foregoing; and

   -- a second-priority security interest in, and mortgages on,
      substantially all of Ply Gem Industries' material owned real
      property and equipment and all assets that secure the Senior
      Secured Notes on a first-priority basis.

The obligations of Ply Gem Canada are secured by a first-priority
security interest in substantially all of the assets of Ply Gem
Canada and by Ply Gem Industries' and the Guarantors' assets on
the same basis as borrowings by Ply Gem Industries are secured
under the ABL Facility, plus additional mortgages in Canada, and a
pledge by Ply Gem Industries of the remaining 35% of the equity
interests of Ply Gem Canada pledged only to secure the Canadian
sub-facility.

                             Covenants

The ABL Facility requires that if excess availability is less than
the greater of (a) 12.5% of the lower of the revolving credit
commitments and the borrowing base and (b) $17.5 million, Ply Gem
Industries must comply with a minimum fixed charge coverage ratio
test.  In addition, the ABL Facility includes covenants that,
subject to significant exceptions, limit Ply Gem Industries'
ability and the ability of the Company and Ply Gem Industries'
subsidiaries to, among other things, incur debt, incur liens and
engage in sale leaseback transactions, make investments and loans,
pay dividends, engage in mergers, acquisitions and asset sales,
prepay certain indebtedness, amend the terms of certain material
agreements, enter into agreements limiting subsidiary
distributions, engage in certain transactions with affiliates and
alter the business that Ply Gem Industries' conducts.

                         Events of Default

The ABL Facility contains events of default customary for
financings of this type, including, but not limited to, payment
defaults, breaches of representations and warranties, covenant
defaults, cross-defaults to certain indebtedness, certain events
of bankruptcy, certain events under ERISA, material judgments,
actual or asserted failure of any guaranty or security document
supporting the ABL Facility to be in full force and effect and
changes of control.  If such an event of default occurs, the
lenders under the ABL Facility would be entitled to take various
actions, including the acceleration of amounts due under the ABL
Facility and, subject to the Intercreditor Agreement, all actions
permitted to be taken by a secured creditor.

Certain of the agents and lenders or their affiliates have
provided investment banking and other financial services to the
Company and its affiliates from time to time, for which they
received customary fees and commissions, and may also provide
these services to the Company or its affiliates from time to time
in the future.

On January 26, 2011, Ply Gem Industries and Ply Gem Canada used
the initial borrowing of $55.0 million under the ABL Facility to
repay all of the outstanding indebtedness under the Credit
Agreement, dated June 9, 2008, as amended and restated as of July
17, 2009, among the Company, Ply Gem Industries, Ply Gem Canada,
the subsidiary guarantors party thereto, the lenders party
thereto, Credit Suisse Securities (USA) LLC, as sole lead arranger
and sole bookrunner, Credit Suisse, as administrative agent, and
General Electric Capital Corporation, as collateral agent.  The
Existing Credit Facility was terminated upon the repayment of the
outstanding indebtedness.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company's balance sheet at Oct. 2, 2010, showed
$978.60 million in total assets, $167.11 million in total current
liabilities, $1.99 million in deferred income taxes,
$59.66 million in other long-term liabilities, $903.35 million in
long-term debt, and a stockholders' deficit of $153.52 million.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

In January 2010, Moody's Investors Service upgraded Ply Gem's
Corporate Family Rating to Caa1 from Caa2 and its Probability of
Default Rating to Caa1 from Caa2 and affirmed the senior secured
notes due 2013 at Caa1.  The upgrade of Ply Gem's corporate family
rating resulted from the recent announcement that CI Capital
Partners LLC, Ply Gem's indirect principal shareholder, through a
series of transactions is transferring $257.3 million of 9.0%
senior subordinated notes due 2012 that it owns to Ply Gem for no
consideration as a capital contribution.  Moody's also noted Ply
Gem is also refinancing the balance of the 9.0% senior
subordinated notes due 2012 with new senior subordinated notes due
2014.


PRECISION OPTICS: Maturity of $600,000 Notes Extended to Feb. 7
---------------------------------------------------------------
On June 25, 2008, Precision Optics Corporation, Inc. entered into
a Purchase Agreement, as amended on December 11, 2008, with
certain accredited investors pursuant to which the company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.  On January 24, 2011, the
Investors further amended the Notes to extend the "Stated Maturity
Date" to February 7, 2011.  The Company believes the Investors
will continue to work with it to reach a positive outcome on the
Note repayment.

                       About Precision Optics

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

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

                       Going Concern Doubt

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

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


PRIMUS TELECOMMS: S&P Holds B- Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Primus
Telecommunications Group Inc., including the 'B-' corporate credit
rating, and removed them from CreditWatch, where they were placed
with negative implications on Oct. 5, 2010.  The outlook is
stable.

The ratings affirmation on telecommunications provider Primus
reflects clarification of matters related to the termination of
both the CEO and CFO in October 2010.  At that time, S&P placed
the ratings on CreditWatch because S&P did not have sufficient
information at the time to evaluate what impact, if any, the
departure of these two key individuals might have on the Company's
operational strategy or financial policies.

Subsequent to the CreditWatch placement, S&P has had discussions
with current management and based on those discussions, it is
S&P's view that the management changes are not likely to
materially affect the Company's overall business or financial risk
profiles.

S&P also indicated that in resolving the CreditWatch, S&P would
also examine the potential effect on the rating of the pending
acquisition of Arbinet Corp.  It is S&P's view that the Arbinet
transaction is not material to the rating as there is no increase
in debt from this all-stock acquisition and, while Arbinet has the
potential to bring a measure of operating synergies to Primus'
wholesale sector, the cash flow effects would be limited, at best.

Primus is a facilities-based, global provider of diversified
communications services, including voice, broadband services,
collocation, and hosting and outsourced managed services.  The
Company reported approximately $245 million of outstanding debt on
Sept. 30, 2010.

"Our ratings on Primus reflect the Company's vulnerable business
risk profile inherent in its core competitive local exchange
(CLEC) business model,' explained Standard & Poor's credit analyst
Richard Siderman.  "The ratings also take into account significant
refinancing risk and exposure to currency fluctuations."  Primus
operates in highly competitive markets in its CLEC business, which
provides the bulk of consolidated cash flow.  The Company competes
against larger and financially stronger incumbent telecom
providers such as Bell Canada and Telus in Canada as well as
Telstra and Optus in Australia.  In addition, Primus' distance and
transport services are commodity-like products and the Company
continues to experience weakening demand for some of its legacy
products.


Q2 PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Q2 Properties, LLC
        7610 NE 4 Court
        Miami, FL 33138

Bankruptcy Case No.: 11-12129

Chapter 11 Petition Date: January 27, 2011

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

Judge: Robert A. Mark

Debtor's Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan Street
                  Hollywood, FL 33021
                  Tel: (305) 757-3300
                  Fax: (305) 757-0071
                  E-mail: orthlaw@bellsouth.net

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

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

The petition was signed by Ofer Mizrahi, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Regions Bank                       --                   $1,017,544
6990 SW 8 Street, Suite 200
Miami, FL 33144


QUANTUM CORP: Reports $5.86-Mil. Net Income in Dec. 31 Quarter
--------------------------------------------------------------
Quantum Corp. filed its third quarter and year-end results with
the Securities and Exchange Commission on January 26, 2011.  The
Company reported net income of $5.86 million on $176.22 million of
revenue for the three months ended December 31, 2010, compared
with net income of $4.63 million on $181.71 million of revenue for
the same period a year ago.

The Company also reported net income of $6.19 million on
$507.17 million of revenue for the nine months ended December 31,
2010, compared with net income of $20.99 million on $516.97
million of revenue for the same period during the prior year.

As of December 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

"Although we were driving to a higher overall revenue target for
the quarter, we made progress on a number of initiatives designed
to increase channel traction and grow our branded business that
demonstrate we are on the right track," said Rick Belluzzo,
chairman and CEO of Quantum.  "We grew branded revenue year-over-
year for the fifth consecutive quarter.  We had record branded
disk systems and software sales, with our midrange DXi(R) product
revenue nearly tripling year-over-year and more than doubling
sequentially.  We generated our highest level of StorNext(R)
quarterly revenue to date, with a record 22 percent of sales from
new customers.  And we further extended our tape leadership,
adding 170 new enterprise and midrange automation customers.

"When you combine this momentum with the enhancements we continue
to make across our product portfolio, most notably the new DXi 2.0
software platform we are also announcing today, we are well-
positioned to deliver revenue growth and increased profits as the
storage market continues to evolve," Belluzzo added.

Quantum ended FQ3'11 with $93 million in total cash and cash
equivalents and $280 million in total debt.  The company generated
$18 million in cash from operations and refinanced its
subordinated term debt with subordinated convertible debt at a
significantly lower interest rate expected to save Quantum
approximately $10 million annually in interest expense.  In
addition, Moody's Investor Service recently upgraded Quantum's
credit rating.

A full-text copy of the Company's press release announcing the
Quarter and Annual Results is available for free at:

              http://ResearchArchives.com/t/s?729a

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Sept. 30, 2010, showed
$459.56 million in total assets, $192.65 million in total current
liabilities, $350.59 million in total long-term liabilities, and a
stockholders' deficit of $83.68 million.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.


RADIENT PHARMACEUTICALS: Securities Subject to NYSE Delisting
-------------------------------------------------------------
Radient Pharmaceuticals Corporation announced that it received a
notice dated January 25, 2010 from the NYSE Amex advising that as
of January 25, 2011, it remains non-compliant with Section
1003(a)(iv), and Sections 1003(a)(i), 1003(a)(ii), 1003(a)(iii)
and 704 of the Exchange's continued listing standards.  Therefore,
RPC's securities are subject to delisting from the Exchange.

Based on recent operational progress, RPC intends to appeal the
delisting determination and is seeking an oral hearing before the
Exchange's Listing Qualifications Panel to make that appeal.
Pursuant to the Exchange's Company Guide, that hearing should
occur within 45 days of the date the Company's request for that
hearing is filed, which will be on or before February 1, 2011.

The request for appeal is expected to stay any action with respect
to the Amex's Determination to prohibit the continued listing of
RPC's securities and allow the continued listing of RPC's common
stock on NYSE Amex until the Amex decides the suspension of
trading is in the public's best interest or after the hearing when
the Panel renders its decision.  At the hearing, RPC intends to
provide additional details on the original plan RPC submitted to
the Exchange on January 22, 2010 to gain compliance.  The Company
will also present its latest operational progress report, the
milestones achieved, and request the Panel allow RPC additional
time within which to regain compliance and maintain a listing on
the Exchange.  There can be no assurance that the Panel will grant
the Company's request for continued listing on the NYSE Amex.

Radient Pharmaceuticals will continue its normal course of
business operations notwithstanding the status of the Amex
listing.  As referenced in its January 10, 2011 press release
related to the AMEX approval of various debt for equity exchanges,
the Company currently has converted or exchanged approximately
$16.6 million in debt, interest, and penalties, and anticipates
converting or exchanging approximately an additional $8 million in
debt during the first quarter of 2011.  After these conversions
and exchanges, the Company will have approximately $21 million in
shareholder's equity.  It should also be noted that, as of
January 26, 2011, RPC has approximately 88 million shares
outstanding, and the Company is hopeful it can complete additional
financings in the first quarter 2011.  RPC believes the debt for
equity exchanges, progress towards meeting milestones, combined
with the anticipated financing will enable RPC to regain
compliance with AMEX listing requirements.

                   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.


RASE TECHNOLOGIES: Linden Capital Discloses 2.47% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 26, 2011, each of Linden Capital LP, Linden
GP LLC and Siu Min Wong disclosed beneficial ownership of
2,637,840 shares of common stock of Raser Technologies, Inc.
representing 2.47% of the shares outstanding.  The number of
shares outstanding of the Company's common stock as of November 9,
2010 was 105,497,009 shares.

                      About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                          *     *     *

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.


REALOGY CORP: Amends Credit Agreement With Domus, et al.
--------------------------------------------------------
On January 25, 2011, Realogy Corporation received the requisite
consents and on January 26, 2011 entered into a first amendment
to its Credit Agreement, dated as of April 10, 2007, among Domus
Intermediate Holdings Corp., the Company, the lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as administrative
agent, and the other agents from time to time party thereto.  The
First Amendment and an incremental assumption agreement related
thereto, to be entered into upon the effectiveness of the First
Amendment, among other things:

   * extend the maturity of certain of its 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
     by 1.25%;

   * extend the maturity of all or a portion of the loans and
     commitments under its revolving credit facility held by
     accepting lenders to April 10, 2016, increase the interest
     rate with respect to the Extended Revolving Loans by 1.00%,
     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
     Term B Loans;

   * extend the maturity of all or a portion of the commitments
     under its 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 Extended
     Synthetic LC Commitments by 1.25%;

   * allow for the issuance of $700 million aggregate principal
     amount of senior secured debt financing secured by a lien
     expressly junior in priority to all senior priority liens,
     including those that secure the Company's first lien
     obligations under its senior secured credit facility, the
     gross proceeds of which will be applied toward the prepayment
     of the outstanding Extended Term B Loans;

   * allow for one or more future issuances of additional senior
     secured or unsecured notes or loans to prepay the Company's
     first lien term loans, to be secured on either a pari passu
     basis with, or junior to, its first lien obligations under
     the senior secured credit facility;

   * allow for one or more future issuances of additional senior
     secured or unsecured notes or loans to prepay the Company's
     second lien loans, to be secured on a pari passu basis with,
     or junior to, its second lien loans under the senior secured
     credit facility;

   * allow for the incurrence of additional incremental term loans
     that are secured on a junior basis to the second lien loans
     in an aggregate amount not to exceed $350 million; and

   * provide that the $700 million senior secured debt financing
     and any future indebtedness secured by a lien that is junior
     in priority to the first lien obligations under the senior
     secured credit facility will not, subject to certain
     exceptions, constitute senior secured debt for purposes of
     calculating the senior secured leverage ratio under the
     senior secured credit facility.

The Extended Term B Loans do not require any scheduled
amortization of principal.  The term loan facility will continue
to provide for quarterly amortization payments totaling 1% per
annum of the principal amount of the non-extended first lien term
loans.

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 mandatory prepayment obligations under the Company's term loan
facility include:

   * 100% of the net cash proceeds of asset sales and dispositions
     in excess of certain specified amounts, subject to certain
     exceptions and customary reinvestment provisions; provided
     that, if the senior secured leverage ratio is less than or
     equal to 2.5:1.0, the Company may retain up to $200 million
     of asset sale proceeds;

   * if the Company's senior secured leverage ratio exceeds
     3.25:1.0, 50% of its excess cash flow (reducing to 25% if the
     senior secured leverage ratio is greater than 2.5:1.0 but
     less than or equal to 3.25:1.0 and to 0% if the senior
     secured leverage ratio is less than or equal to 2.5:1.0); and

   * if the Company's senior secured leverage ratio exceeds
     2.5:1.0, 100% of the net cash proceeds received from
     issuances of debt, subject to certain exclusions including
     certain debt permitted to be incurred under the senior
     secured credit facility.

Pursuant to the terms of the First Amendment, the calculation of
the senior secured leverage ratio for each of the foregoing
prepayment obligations will include the $700 million senior
secured debt financing and any future indebtedness secured by a
lien that is pari passu in priority to the lien securing such
senior secured debt financing.

In addition, lenders under the Company's senior secured credit
facilities have agreed to extend the maturity of approximately
$2,421 million aggregate principal amount of their Extended Term B
Loans, approximately $461 million aggregate principal amount of
their Extended Revolving Loans and approximately $173 million
aggregate principal amount of their Extended Synthetic LC
Commitments, and to convert approximately $98 million aggregate
principal amount of their Extended Revolving Loans to Extended
Term B Loans.  The total amount of commitments in respect of non-
extended and Extended Revolving Loans will be approximately $652
million.  $638 million of first lien term loans were not extended
into Extended Term B Loans.  Lenders holding approximately $103
million of Extended Term B Loans elected not to receive a portion
of the $700 million prepayment.  Lenders holding the remaining
$2,318 million of Extended Term B Loans will receive the $700
million prepayment on a pro rata basis, which represents a total
paydown of approximately 30% of the Extended B Term Loans that
elected to receive a portion of the prepayment.

The effectiveness of the First Amendment is subject to the
prepayment of $700 million of Extended Term B Loans and the
satisfaction of certain other customary conditions.  Both the
First Amendment and the extensions are subject to the closing of
the $700 million senior secured debt financing.

                        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: Announces Pricing of $700MM Sr. Secured Notes
-----------------------------------------------------------
Realogy Corporation announced that it priced $700 million
aggregate principal amount of 7.875% Senior Secured Notes due 2019
in connection with its previously announced private offering
exempt from the registration requirements of the Securities Act of
1933, as amended.  The closing of the private offering is expected
to occur on February 3, 2011, subject to customary closing
conditions.

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 Act 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 will 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 loans that were extended in connection with
an amendment to its senior secured credit facility.

                         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.


REFCO INC: Court OKs Togut's Fees for February to October
---------------------------------------------------------
Bankruptcy Judge Robert Drain approved the allowance of the fees
and reimbursement of expenses for services rendered to Albert
Togut, as Chapter 7 Trustee overseeing the liquidation of Refco
LLC, for these three professionals for the fee period from Feb. 1,
2010 to Oct. 31, 2010:

Professional                          Fees         Expenses
------------                        --------       --------
Togut, Segal & Segal LLP            $136,180         $1,176
General Bankruptcy Counsel

Bridge Associates LLC                391,378         54,881
Trustee's Financial Advisors

Jenner & Block LLP                   161,200          3,385
Refco Trustee's Attorney

                       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: Files Post-Confirmation Report for Q4 2010
-----------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation quarterly
report for the period from October 1 to December 31, 2010.

Valerie E. DePiro, chief financial officer of Refco Inc. and
Refco Capital Markets, Ltd., relates that a cash balance of
$71,278,000 at the beginning of October 2010 decreased to $22,172
at the end of the reporting period.  The Reorganized Debtors
received $1,221,000 in total cash and disbursed $50,327,000 for
the fourth quarter of 2010.

   Unaudited Schedule of Cash Receipts and Disbursements
                      (in thousands)

                     Beginning           Inter-                  Ending
Debtor                 Balance  Receipts  Company  Disbursements  Balance
-----                  -------  --------  -------  -------------  -------
Refco Capital Markets  $21,255       $12  $35,000      ($49,332)   $7,095
Refco Capital LLC       45,229     1,208  (35,400)         (807)   10,230
Refco F/X Assoc.         4,906         1        -           (68)    4,839
Refco Group Ltd.             -         -        -             -         -
Refco Regulated              -         -        -             -         -
Refco Inc.                  28         -      100          (120)        8
Westminster-Refco            -         -        -             -         -
                      -------  --------  -------  -------------  -------
    Totals           $71,278    $1,221       $-       ($50,327)  $22,172

       Schedule of Cash Distributions to Creditors
                     (in thousands)

                                       Quarter Ended   Emergence
                                       Dec. 31, 2010    to Date
                                       -------------   ---------
Administrative and Operating Expenses          $1,042    $100,548

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                                 -       1,613
Class 1 - Non Tax Priority Claims                   -           -
Class 2 - Other Secured Claims                      -           -
Class 3 - Secured Lender Claims                     -     703,967
Class 4 - Senior Subordinated Note Claims           -     335,985
Class 5(a) - Contributing Debtors
General Unsecured Claims                         120     148,802
Class 5(b) - Related Claims                         -           -
Class 6 - RCM Intercompany Claims                   -           -
Class 7 - Subordinated Claims                       -           -
Class 8 - Old Equity Interests                      -           -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                 -          90
Class 1 - FXA Non-Tax Priority Claims               -           -
Class 2 - FXA Other Secured Claims                  -           -
Class 3 - FXA Secured Lender Claims                 -           -
Class 4 - FXA Sr. Subordinated Note Claims          -           -
Class 5(a) - FXA General Unsecured Claims          49      21,165
Class 5(b) - Related Claims                         -           -
Class 6 - FXA Convenience Claims                    -       4,827
Class 7 - FXA Subordinated Claims                   -           -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                 -           -
Class 1 - RCM Non-Tax Priority Claims               -           -
Class 2 - RCM Other Secured Claims                  -           -
Class 3 - RCM FX/Unsecured Claims              29,201     479,168
Class 4 - RCM Securities Customer Claims       19,915   2,664,896
Class 5 - RCM Leuthold Metals Claims                -      19,364
Class 6 - Related Claims                            -           -
Class 7 - RCM Subordinated Claims                   -           -

Ms. DePiro tells the Court that all employees were terminated by
the Debtors on September 30, 2008.  The Debtors continue to
utilize former employees, from time to time, as contractors to
assist with certain wind-down activities, including effectuating
distributions to creditors.  The Debtors compensate the former
employees on an hourly basis.

Ms. DePiro says that tax claims and notices were received by
the Debtors from the Internal Revenue Service and state taxing
authorities in the aggregate amount of approximately $20 million.
All of the original 47 claims filed have been expunged or
resolved.  Allowed Claims total approximately $1.6 million and
have been paid.  All insurance policies are fully paid for the
current period.

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Fourth Quarter of 2010 is available at
no charge at http://bankrupt.com/misc/Refco4thQ2010PostCon.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)


REGAL PLAZA: Hearing on Postpetition Financing Set for February 8
-----------------------------------------------------------------
Regal Plaza, LLC, has filed a motion seeking approval of
postpetition financing from Tower Realty & Development, L.L.C.,
with the U.S. Bankruptcy Court for the District of Nevada, for the
purpose of building and completing tenant improvements in the
Debtor's shopping center.

Tower has agreed to provide the approximately $826,000 in funds
necessary to complete the tenant improvements.  There is 56,097
square feet of rentable space, approximately 22,510 square feet
are currently occupied and 23,187 square feet are currently being
improved for tenants with signed leases.

The hearing on the motion is set for February 8, 2011, at 1:30
p.m.

Tower, a contractor licensed by the Nevada State contractors
Board, is an affiliate of the Debtor because it is owned directly
or indirectly by John and Louis Carnesale who own, indirectly, 81%
of the Debtor.

The property is worth approximately $8,600,000 and is subject to a
loan in the approximate amount of $7,500,000 to the Nevada State
Bank.

The loan, which will be unsecured, will be made on an
administrative priority basis but subordinate to Chapter 11
administrative expenses at the rate of 3% per annum.  The proposed
loan will be due upon confirmation of a plan of reorganization or
conversion of the case to Chapter 7.

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  The Company filed for Chapter 11 bankruptcy protection on
September 1, 2010 (Bankr. D. Nev. Case No. 10-26707).  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the petition date.


RHI ENTERTAINMENT: Seeks Approval on Exit Term Loan Facility
------------------------------------------------------------
BankruptcyData.com reports that RHI Entertainment filed with the
U.S. Bankruptcy Court a motion for an order authorizing the
Debtors to enter into exit facility letters with J.P. Morgan Chase
Bank, J.P. Morgan Securities, and JPMCB.  The financing consists
of a new $25 million revolving credit facility and a $300 million
term loan facility.  The exit revolving facility will be used for
working capital and other general corporate purposes, and will
also help fund the Debtors' emergence from these Chapter 11 Cases.
The exit term loan facility will not deliver any new cash proceeds
to the Debtors, but will be issued, along with common stock in the
reorganized Debtors, in exchange for the discharge of all claims
arising under the Debtors' pre-petition first lien credit
facility.

                      About RHI Entertainment

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

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

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

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

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


RHI ENTERTAINMENT: Turns Over 15 Films to Settle $37.8MM Debt
-------------------------------------------------------------
BankruptcyData.com reports that RHI Entertainment filed with the
U.S. Bankruptcy Court a motion for an order approving a settlement
and assignment agreement with U.S. Bank National Association and
other parties who were borrowers of loans with respect to certain
television motion pictures.  BData says the settlement
contemplates the grant, transfer and conveyance to U.S. Bank or
its designated transferee of the RHI Entities' right, title, and
interest to the pictures and certain related assets, the payment
of certain monies derived from the pictures and certain related
claims to U.S. Bank and the mutual release of certain liabilities
between U.S. Bank, the borrowers and the RHI Entities.

The Court scheduled a hearing on the matter for February 17, 2011.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that as part of the settlment, RHI Entertainment is
turning over rights to 15 made-for-TV movies, including Hannah's
"Shark Swarm" to settle a $37.8 million debt.

Mr. Morath relates that in papers field with the U.S. Bankruptcy
Court in Manhattan, RHI said it will likely turn over its rights
to some 40 films during the course of its case.

                      About RHI Entertainment

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

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

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

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

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


RHI ENTERTAINMENT: U.S. Trustee Objects to Third-Party Releases
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee opposes approval of RHI
Entertainment Inc.'s reorganization plan, alleging that the Debtor
is improperly proposing to give first and second-lien lenders
immunity from lawsuits.  The U.S. Trustee interpreted the plan as
meaning that creditors would be precluded from suing noteholders
for grossly negligent or willful misconduct.  The plan even may
bar suits based on criminal conduct, the U.S. Trustee said.
Bankruptcy law doesn't permit giving immunity to third parties,
other than in exceptional situations, the U.S. Trustee said.

                         Exit Financing

Mr. Rochelle also reports that RHI Entertainment last week filed a
motion for approval of $325 million in revolving-credit and term-
loan financing to kick in when the plan is confirmed.  Terms of
the financing were worked out in principle before bankruptcy with
JPMorgan Chase Bank NA, the lender.  The loans are to be approved
at the Feb. 17 confirmation hearing. The financing includes a $25
million revolving credit.

                       About RHI Entertainment

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

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

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

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

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


ROCKWOOD SPECIALTIES: S&P Upgrades Corporate Credit Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Rockwood
Specialties Group Inc., including its corporate credit rating to
'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P assigned S&P's '1' recovery rating and
'BBB-' issue rating to Rockwood's proposed first-lien senior
secured credit facilities, consisting of a $180 million revolving
credit facility and a $850 million term loan.  The '1' recovery
rating indicates S&P's expectation for very high recovery
(90%-100%) in the event of a payment default.

The issue rating on existing subordinated debt was raised to 'B+',
while the recovery rating remains '6', indicating negligible
recovery (0%-10%) in the event of a payment default.

"Our rating action reflects improvements to the Company's
leverage-related credit metrics on a pro forma basis, and our
expectation that Rockwood's satisfactory business profile, the
improved operating environment, and a prudent financial policy
will sustain credit metrics at levels appropriate for
the ratings," said Standard & Poor's credit analyst Paul Kurias.

Proceeds from the proposed credit facilities, along with cash
on the balance sheet, are expected to pay down the existing
$180 million revolving credit facility and approximately
$1,250 million in term loans outstanding.  S&P will withdraw
its ratings on the Company's existing credit facilities on
completion of the proposed transaction and following the paydown
of existing debt as proposed by Rockwood.


ROTHSTEIN ROSENFELDT: Ex-Partner Settles Clawback Suit for $350T
----------------------------------------------------------------
Peter Franceschina, staff writer for the Sun Sentinel, reports
that Russell Adler, one of Ponzi schemer Scott Rothstein's former
law partners, has agreed to pay $350,000 to settle a clawback suit
by the trustee overseeing the Rothstein Rosenfeldt Adler law firm
bankruptcy case.  The report says if Mr. Adler fails to pay the
money within 2-1/2 years, a judgment for $500,000 will be entered
against him.

According to the report, the bankruptcy attorneys marshaling the
firm's assets agreed to the settlement, in part, because there is
little likelihood Mr. Adler would be able to pay a hefty judgment,
according to court documents that outline Mr. Adler's financial
condition.

The report notes the settlement comes ahead of a trial on the
clawback suit that was scheduled for February 14.  Mr. Adler has
said he knew nothing about Mr. Rothstein's massive $1.4 billion
investment fraud scheme, and he admitted no wrongdoing in the
settlement.

The $350,000 will go toward paying back the creditors of Mr.
Rothstein's law firm.  According to the report, to pay the money,
Mr. Adler agreed to give up half of the legal fees he earns from
cases he is handling that originated with his former law firm, and
15% of the fees from new cases.  He also agreed to surrender a
$90,000 retirement account.

The report relates the bankruptcy attorneys were seeking
$1.2 million from Mr. Adler, alleging he was overpaid and received
loans from the law firm that were not repaid.  The clawback suit
alleged Adler and his wife used $475,000 of that money to buy a
Manhattan co-op apartment.  Mr. Adler surrendered the apartment to
the federal government as part of the criminal forfeiture
proceedings against Rothstein.

The deal is subject to bankruptcy court approval.

                   $775,000 for 2 Settlements

Dow Jones' DBR Small Cap reports that the trustee charged with
rounding up assets for creditors of Scott Rothstein's defunct
Florida law firm has struck a pair of settlements that would pump
a total of $775,000 into the estate, including one with the
state's Republican party.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROTHSTEIN ROSENFELDT: Republican Party to Return $75,000
--------------------------------------------------------
Peter Franceschina, staff writer for the Sun Sentinel, reports
that the Republican Party of Florida has agreed to cough up
$75,000 in contributions from Ponzi schemer Scott Rothstein, to
settle a clawback lawsuit filed by bankruptcy attorneys.

According to the report, Mr. Rothstein gave roughly $237,000 to
the state party through multiple contributions.  After Mr.
Rothstein's fraud came to light, the Republican party returned
$90,000 to the federal government, which went into a restitution
fund for the fraudster's victims.

The Sun Sentinel says the state party denied it had any
responsibility to return the contributions.

The report, however, relates bankruptcy attorneys and party
officials began negotiating behind the scenes, and on December 12
the party's board of directors voted to approve the $75,000
settlement, according to papers filed in bankruptcy court.

The deal is subject to bankruptcy court approval.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROTHSTEIN ROSENFELDT: Utica Advisors Settles for $700,000
---------------------------------------------------------
Peter Franceschina, staff writer for the Sun Sentinel, reports
bankruptcy attorneys in the Rothstein Rosenfeldt Adler law firm
have reached a proposed $700,000 settlement with New York-based
Utica Advisors, which invested late in Scott Rothstein's Ponzi
scheme.

According to the report, papers filed in court says Utica Advisors
invested $1.8 million with Mr. Rothstein in July 2009 and was
to be repaid $2.6 million over three months, but received only
$2.3 million before the fraud's collapse.

The deal is subject to bankruptcy court approval.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROYAL CARIBBEAN: Moody's Raises Corp. Credit Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded Royal Caribbean Cruises, Ltd.'s
Corporate Family Rating to Ba1 from Ba2.  "The upgrade reflects
the improving cruise price environment that we expect to drive
higher earnings, and an improvement in the company's operating
margins and credit metrics", said Moody's Senior Credit Officer
Peggy Holloway.  Additionally, the upgrade considers Moody's
expectation that RCL will generate positive free cash flow after
capital spending beginning in 2011.

Ratings upgraded

  -- Corporate Family Rating to Ba1 from Ba2
  -- Probability of Default Rating to Ba1 from Ba2
  -- Senior Unsecured Notes and Debentures to Ba2 (LGD 5, 75%)
     from Ba3 (LGD 4, 64%)
  -- Euro 1.0B Senior Unsecured Global Notes to Ba2 (LGD 5, 75%)
     from Ba3 (LGD 4, 64%)
  -- Senior unsecured shelf registration to (P)Ba2 (LGD 5, 75%)
     from (P)Ba3 (LGD 4, 64%)
  -- Preferred stock shelf registration to (P)Ba2 (LGD 6, 97%)
     from (P)B1 (LGD 6, 97%)

Rating affirmed

  -- Speculative Grade Liquidity Rating at SGL-3

RCL's Ba1 Corporate Family Rating considers the company's position
as the second largest global cruise operator, and its well
diversified position with respect to brands and market segments.
The ratings also reflect RCL's high leverage, low return on
assets, and the capital intensive nature of the cruise industry.

The anticipated improvement in cruise pricing and earnings is
expected to result in a modest improvement in credit metrics.
RCL's retained cash flow to net debt at year-end 2010 remains low
at around 12%.  However, Moody's estimates that pro-forma net debt
to retained cash flow was approximately 14%.  Additionally,
beginning in 2011, Moody's expects RCL's cash flow from operations
to exceed its capital spending needs as capacity expansion drops
to just one vessel respectively in 2011 and 2012.  Moody's
anticipates that RCL will apply its free cash flow towards debt
reduction, increasing its retained cash flow to net debt to at
least 15% by year-end 2011.

The stable rating outlook reflects Moody's expectation that rising
ticket prices and capacity expansion will enable RCL to improve
its debt protection metrics over the next 12-18 months to levels
that place it comfortably within the Ba1 rating category.  Over
time, RCL's ratings could be upgraded if the company continues to
grow operating margins and if retained cash flow to net debt can
be sustained at 18% and EBIT/interest at 3.0 times.  The ratings
could be downgraded if retained cash flow to net debt or EBIT to
interest does not trend towards 15% and 2.5 times, respectively,
by year-end 2011.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates five cruise brands -- the largest being Royal
Caribbean International and Celebrity Cruises -- and 40 cruise
ships with two under construction. Revenues for the fiscal year
ended December 31, 2010, were about $6.8 billion.

The principal methodologies used in this rating were Global
Lodging & Cruise Industry Rating Methodology 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.


SAVE OUR SPRINGS: 5th Cir. Affirms Chapter 11 Plan Rejection
------------------------------------------------------------
WestLaw reports that a Chapter 11 debtor that had asserted "small
business debtor" status in its original petition was judicially
estopped from denying that it was a small business debtor in order
to belatedly gain additional time to file a plan after the
deadline for submission of a plan as a small business debtor
expired.  The debtor's current position that it was not a small
business debtor was clearly inconsistent with its previous one,
and the court had accepted the debtor's original position, such as
by allowing the debtor to file its plan without a disclosure
statement.  Finally, the debtor, which continued to assert its
small business status even after it had reason to doubt the
accuracy of that statement, had benefited from asserting this
position.  Save Our Springs (S.O.S.) Alliance, Inc. v. WSI (II)-
COS, L.L.C., --- F.3d ----, 2011 WL 227693 (5th Cir.).

A copy of the Fifth Circuit's decision dated Jan. 26, 2011, is
available at http://is.gd/dDoTC5from Leagle.com.

Save Our Springs Alliance -- http://www.sosalliance.org/-- is a
non-profit organization whose aim is to protect the Edwards
Aquifer in Texas, its springs and contributing streams, and the
natural and cultural heritage of its Hill Country watersheds, with
special emphasis on the Barton Springs Edwards Aquifer.  The
Alliance sought chapter 11 protection (Bankr. W.D. Texas Case No.
07-10642) on April 10, 2007, after the Texas Supreme Court
upheld the Court of Appeals ruling and declined to review the case
Save Our Springs Alliance v. Lazy Nine Municipal Utility District.
In addition, SOS Alliance was directed to pay $500,000 in
attorneys' fees.

Weldon Ponder, Esq., represents the Debtor.

S.O.S. filed a Chapter 11 plan in September 2007, but the
Bankruptcy Court refused to confirm the plan.  Following the
confirmation hearing, as reported in the Troubled Company Reporter
on Apr. 18, 2008, the bankruptcy court issued an opinion refusing
to confirm the reorganization plan.  It explained that the plan
was not feasible, because S.O.S. had not demonstrated a
sufficiently firm commitment from its donors to contribute $60,000
necessary to fund the plan.  In re Save Our Springs (S.O.S.)
Alliance, Inc., 388 B.R. 202, 239-44 (Bankr. W.D. Tex. 2008).
Moreover, it held that the plan improperly classified a judgment
creditor-transferee separately from the other unsecured creditors
in an attempt to gerrymander the class voting.  Id. at 233-38.


SAVERS INC: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and B2
probability of default ratings for Savers, Inc., as well as the
Ba3 rating on its senior secured credit facility following its
announced plan to increase its term loan to fund an acquisition.

The transaction increases debt-to-EBITDA to the high 5 times range
from approximately 5.4 times and leaves the rating weakly
positioned.  However, Moody's anticipates leverage will decline
over time with both EBITDA growth and debt repayment, and the
proposed acquisition increases scale and modestly enhances
geographic diversity.

Savers intends to increase its term loan by approximately
$135 million, which, combined with approximately $20 million of
cash equity from existing owner Freeman Spogli & Co. and Savers
chairman Tom Ellison, will fund the acquisition of 18 stores from
Apogee, a thrift store operator owned by Golden Gate Capital.  In
Moody's opinion, the combination creates minimal integration risk
given the comparable business models, and the Apogee stores to be
acquired are currently profitable.

A summary of the action:

Savers, Inc.

  -- Affirmed B1 Corporate Family Rating

  -- Affirmed B2 Probability of Default Rating

  -- Affirmed Ba3 rating on Senior Secured Bank Credit Facility,
     LGD adjusted to LGD2, 29% from LGD2, 27%

Outlook, Stable

Savers high leverage positions it weakly for its B1 corporate
family rating.  However, given the company's proven resilience of
performance throughout economic cycles, including consistent same
store sales growth, Savers can manage the high debt load more
easily than some of its more volatile retail peers.  Savers
remains small relative to other rated retail operators, but
benefits from good growth prospects.  Good liquidity, including
expectations for positive free cash flow, supports the rating.

The stable outlook incorporates expectations for successful
integration of the Apogee stores and some debt reduction with
positive free cash flow, which should facilitate a decline in
leverage to the low 5 times range over time.  The purchase
agreement includes a 3 year option for Savers to acquire 12
additional Apogee stores.  A modest increase in debt to fund this
acquisition would not necessarily have negative ratings
implications provided we anticipated continued positive free cash
flow and a return to more appropriate credit metrics over the
intermediate term.

Any operational challenges contributing to an inability to
generate free cash flow or lack of progress on reducing leverage
toward the low 5 times range could result in a negative outlook or
downgrade.  A deterioration of the liquidity profile or sustained
declines in same store sales would also likely negatively impact
the rating.

The weak positioning of the B1 corporate family rating and the
company's lack of scale limit upward ratings momentum.  An upgrade
or positive outlook is highly unlikely absent a transformative
transaction that materially improved both scale and credit
metrics.

The most recent rating action for Savers occurred on March 19,
2010.  At that time Moody's upgraded the CFR to B1 from B2.

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

Headquartered in Seattle, Washington, Savers, Inc., operates
approximately 250 for-profit secondhand stores in the United
States, Canada, and Australia under the Savers, Value Village, and
Village des Valeurs brand names.  Its annual revenue is
approximately $765 million.


SEALY CORP: Reports $13.74 Million Net Loss in Fiscal 2010
----------------------------------------------------------
On January 21, 2011, Sealy Corporation filed its annual report on
Form 10-K for the fiscal year ended November 28, 2010.  Sealy
Corp. reported a net loss of $13.74 million on $1.22 billion of
net sales for fiscal year ended Nov. 28, 2010, compared with net
income of $13.48 million on $1.17 billion of net sales for fiscal
year ended Nov. 29, 2009,

The Company's balance sheet at November 28, 2010, showed
$936,757,000 in total assets, $1,024,396,000 in total liabilities
and a $87,639,000 stockholders' deficit.

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

             http://ResearchArchives.com/t/s?7276

                        About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEDGWICK HOLDING: Moody's Cuts Rating on First-Lien Facility to B2
------------------------------------------------------------------
Moody's Investors Service lowered the first-lien credit facility
rating of Sedgwick Holdings, Inc., to B2 from B1.  This concludes
a review for downgrade that was initiated following the company's
announcement that it will acquire Specialty Risk Services, Inc.
(SRS), a third-party claims administrator to self-insured, insured
and alternative market clients.  The downgrade in the first-lien
credit facility rating reflects an expected increase in financial
leverage.  In the same action, Moody's affirmed the B2 corporate
family rating and the B3 second-lien term loan rating of Sedgwick.
The rating outlook for the company is stable.  The transaction is
subject to customary approval and is expected to close in the
first quarter of 2011.

"The SRS purchase will enhance Sedgwick's scale and broaden its
client and product diversification.  Over the longer term, the
transaction may generate cross selling opportunities among clients
of the two firms," said Enrico Leo, Moody's lead analyst for
Sedgwick.  Offsetting these benefits include an increased debt
burden and the potential for business disruptions during the
integration phase.  The SRS acquisition will be the largest
completed by Sedgwick since its leveraged acquisition of CMI in
September 2006.

Financing for the SRS transaction is expected to consist of a
combination of debt, equity and cash on hand. Sedgwick's current
debt load consists of $400 million in first-lien debt and
$200 million in second lien debt. Sedgwick's adjusted debt-to-
EBITDA ratio, as measured by Moody's, was 5.9x for the 12 months
through September 2010.

Moody's cited the following factors that could lead to a rating
upgrade for Sedgwick: (i) a long term commitment to lower
financial leverage (i.e. debt-to-EBITDA below 4.5x), (ii) free
cash flow-to-debt of 6% or better, and (iii) interest coverage of
3x or better.  Conversely, the following factors that could lead
to a downgrade: (i) debt-to-EBITDA ratio over 6.5x, (ii) free cash
flow-to-debt of 3% or less, or (iii) interest coverage below 1.5x.

Sedgwick is one of the largest claims service providers in the
United States.  The company processes claims for a wide range of
insurance product lines including workers' compensation, general
liability, and disability insurance.  For 2009, the company
generated revenues of $703 million.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service companies,
published January 2008.


SH EXPLORATION: Chapter 11 Case Transferred to Dallas
-----------------------------------------------------
The U.S. Bankruptcy court for the District of Nevada, Las Vegas
Division, entered an order transferring SH Exploration, L.L.C.'s
Chapter 11 case to Dallas (Bankr. N.D. Texas Case No. 11-30552).
The transfer was made effective January 26, 2011.

Dallas, Texas-based SH Exploration filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 10-18072) on May 3, 2010 in Las Vegas.
The Debtor estimated assets of up to $50,000 and debts of up to
$10,000,000 in its Chapter 11 petition.

SH Exploration is a debtor-affiliate of Eurenergy Resources
Corporation.

Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, represents the Debtors.


SOUTH PADRE INVESTMENT: Files for Chapter 11 in Corpus Christi
--------------------------------------------------------------
South Padre Investment, LP, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 11-20056) on Jan. 29, 2011 in Corpus
Christi, Texas.

Glendale, California-based South Padre estimated assets of
$10 million to $50 million and debts of $1 million to $10 million
as of the Petition Date.

Kevin J. Burke, as authorized representative of general partner,
Donore Investment Inc., signed the Chapter 11 petition.

According the list of equity security holders, Valleywinds, Inc.
holds 99% of the stock while Donore owns 1%.


SOUTH PADRE INVESTMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: South Padre Investment, LP
          fdba South Padre Investment, Inc.
        206 South Brand Boulevard
        Glendale, CA 91204

Bankruptcy Case No.: 11-20056

Chapter 11 Petition Date: January 29, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: James S. Wilkins, Esq.
                  WILLIS & WILKINS
                  100 W. Houston Street, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Kevin J. Burke, authorized
representative of Donore Investment, Inc., general partner.


SPRING ER: Court Okays Randy Williams as Chapter 11 Trustee
-----------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 7, sought
and obtained authorization from the Hon. Jeff Bohm of the U.S.
Bankruptcy Court for the Southern District of Texas to appoint
Randy W. Williams as Chapter 11 trustee in Spring ER, LLC's
bankruptcy case.

To the best of the U.S. Trustee's knowledge, Mr. Williams has no
connections with the debtors, creditors, any other parties in
interest, their respective attorneys and accountants, the U.S.
Trustee, and any persons employed in the Office of the U.S.
Trustee save and except he is the Chapter 7 trustee in the case of
Quality Infusion Care, Inc., 10-36675-H4-7.

Houston, Texas-based Spring ER, LLC, filed for Chapter 11
bankruptcy protection on January 21, 2011 (Bankr. S.D. Tex. Case
No. 11-30609).  Leonard H. Simon, Esq., at Pendergraft & Simon
L.L.P., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SPRING ER: Chapter 11 Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
Randy W. Williams, Chapter 11 trustee for Spring ER, LLC, asks the
Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas to convert the Debtor's Chapter 11 bankruptcy
case to a case under Chapter 7.

The Chapter 11 Trustee says that based on the current known
situation, the Debtor has no legitimate prospects for
reorganization, would not be able to confirm a Chapter 11 plan and
should be liquidated under Chapter 7.  According to the Chapter 11
Trustee, the Debtor doesn't have any ongoing operations and
doesn't have sufficient cash resources to meet its ongoing
obligations.  "The Debtor lacks sufficient management.  A
confirmable plan cannot be proposed.  Even if a liquidating plan
could be confirmed, no benefit is realized from a liquidating
Chapter 11 plan versus a Chapter 7 under the circumstances present
in this case.  Consequently, the Trustee has determined that the
prompt conversion of this case is in the best interest of the
estate and its creditors," the Chapter 11 Trustee says.

Houston, Texas-based Spring ER, LLC, filed for Chapter 11
bankruptcy protection on January 21, 2011 (Bankr. S.D. Tex. Case
No. 11-30609).  Leonard H. Simon, Esq., at Pendergraft & Simon
L.L.P., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


STEELCASE INC: S&P Assigns Preliminary 'BB+' Debt Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
and 'BB+' senior unsecured and subordinated debt ratings to Grand
Rapids, Mich.-based Steelcase Inc.'s Rule 415 shelf registration
for debt securities.  Standard & Poor's also assigned its 'BBB-'
rating to the Company's proposed $250 million of senior unsecured
notes due 2021 to be issued under this shelf registration.
Steelcase has indicated that it intends to use the proceeds from
the new note issuance to repay its existing $250 million 6.5%
senior unsecured notes due August 2011.  The rating on the
existing senior unsecured notes will be withdrawn once the debt
has been repaid.

The 'BBB-' long-term corporate credit rating on Steelcase and the
negative outlook remain unchanged.  The 'BBB-' rating reflects the
Company's fair business risk profile, characterized by its leading
market positions in the office furniture industry and broad
distribution capabilities, and significant financial risk profile.
The negative outlook reflects credit measures that remain weak for
the rating, despite some improvement in recent periods as the
Company's businesses have begun to recover.  Although S&P expects
continued improvement over the near term, if Steelcase is unable
to reduce leverage below 3x over the next year, S&P could lower
the ratings.

Ratings List

Steelcase Inc.
Corporate Credit Rating       BBB-/Negative/--

New Ratings

Steelcase Inc.
Senior Unsecured
  $250 mil notes due 2021      BBB-


STEVEN-THOMAS: Don Presley Auctions to Liquidate Last Inventory
---------------------------------------------------------------
Over the weekend of Feb. 5-6, Don Presley Auctions will liquidate
the remaining inventory of Steven-Thomas Antiques and Interiors,
which is closing its doors.

"Some of the finest oceanfront residences in southern California
have benefited from the imaginative design concepts of Steven-
Thomas," said auctioneer Don Presley.  "The company is very well
known here in Orange County, and they've sold $150 million in
antique furniture since opening their doors."

Steven-Thomas also catered to a large celebrity clientele that
included the late John Wayne, who resided in Newport Beach.  Their
custom work is also on view in the Dorothy Chandler House in the
stylish Los Angeles neighborhood of Hancock Park, where they were
commissioned to install antique kitchen buffets.

The idea behind Steven-Thomas germinated in 1971 while Steven
Shedd was living in Italy and playing on a baseball team.  "I was
going back and forth to Italy, and a friend said, 'You should get
into antiques.'  That was when dealers were just started to ship
antiques from Europe to America in containers," Shedd recalled.
He and his wife decided to cast out their nets to see if the idea
had any potential.  They started traveling all over northern
Italy, buying up the type of furniture that could be bought
cheaply there and resold easily in the States.

"While there was an abundance of English rolltop desks and gateleg
tables at the time, that wasn't the case with high-end Italian
Renaissance Revival furniture," Shedd said.  "We knew we had found
an opportunity in the marketplace."

In 1980, the Shedd and Silk families purchased land on the 55
Freeway five minutes from the John Wayne Airport, and designed and
built the Steven-Thomas showroom.  It has served as their base of
operation ever since but now has been sold to make way for a
computer assembly company.

The Feb. 5-6 auction includes palatial Italian and French antique
bedroom and dining room suites, armoires, tables, cabinets,
mirrors, crystal chandeliers and decorative art objects. Internet
live bidding will be available through LiveAuctioneers.com.

Steven-Thomas Antiques and Interiors is Southern California's
renowned Steven-Thomas Antiques and Interiors, which is closing
its doors.  Founded in 1979 by brothers-in-law Steven Shedd and
Thomas Silk, the prestigious Orange County antiques and
restoration firm has operated from the same Santa Ana venue since
1979, redesigning and repurposing antiques for functional use in
today's homes.


SUPERMEDIA INC: Files Post-Confirmation Report for Dec. 31 Qtr.
---------------------------------------------------------------
On January SuperMedia Inc., formerly known as Idearc Inc., and all
of its domestic subsidiaries filed their unaudited consolidated
post-confirmation quarterly operating report for the quarter
ending December 31, 2010, with the Office of the United States
Trustee for the Northern District of Texas, Dallas Division.

The quarterly report is limited in scope, covers a limited time
period and has been prepared solely for the purpose of complying
with the quarterly reporting requirements of the United States
Trustee for the Northern District of Texas.  Furthermore, the
quarterly report contains information that has not been audited or
reviewed by independent accountants, has not been presented in
accordance with accounting principles generally accepted in the
United States of America and may be subject to future
reconciliation and adjustments.

SuperMedia Inc. (Idearc Inc.) ended the quarter with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Receipts                         $297,658,000
     General Business Payments              $297,658,000
     Cash Balance End of Quarter                      $0

SuperMedia LLC (Idearc Media LLC) ended the quarter with
$173,989,000 cash:

     Beginning of Quarter Cash Balance      $330,734,000
     Total Cash Receipts                    $259,557,000
     Payments Under the Plan                  $2,475,000
     General Business Payments              $413,826,000
     Total Disbursements                    $416,302,000
     Cash Balance End of Quarter            $173,989,000

SuperMedia Sales - East Co. (Idearc Media Sales - East Co.) ended
the quarter with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Cash Receipts                    ($33,635,000)
     General Business Payments              ($33,635,000)
     Cash Balance End of Quarter                      $0

SuperMedia Sales - East LLC (Idearc Media Sales - East LLC) ended
the quarter with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Cash Receipts                     ($1,031,000)
     General Business Payments               ($1,031,000)
     Cash Balance End of Quarter                      $0

SuperMedia Services - West Inc. (Idearc Media Services - West
Inc.) ended the period with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Cash Receipts                      $1,673,000
     General Business Payments                $1,673,000
     Cash Balance End of Quarter                      $0

SuperMedia Services - East Inc. (Idearc Media Services - East
Inc.) ended the period with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Cash Receipts                     ($3,567,000)
     General Business Payments               ($3,567,000)
     Cash Balance End of Quarter                      $0

SuperMedia Sales - West Inc. (Idearc Media Sales - West Inc.)
ended the period with $0 cash:

     Beginning of Quarter Cash Balance                $0
     Total Cash Receipts                    ($80,119,000)
     General Business Payments              ($80,119,000)
     Cash Balance End of Quarter                      $0

SuperMedia Information Services LLC (Idearc Information Services
LLC), License Application Corporation, and Second License
Application Corporation, all ended the quarter with $0 cash.
These companies had no transactions involving cash during the
quarter.

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

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

                         About Idearc Inc.

Headquartered in Supermedia Inc., formerly known as Idearc Inc.,
(NASDAQ: SPMD) -- http://supermedia.com/-- is one of the largest
yellow pages directories publishers in the United States as
measured by revenues, and believes it has a strong presence in the
online local search market.  Idearc Inc. and its domestic
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code on March 31, 2009 (Bankr. N.D.
Tex. Lead Case No. 09-31828).

On September 8, 2009, the Company filed its First Amended Joint
Plan of Reorganization with the Bankruptcy Court, which was later
modified on November 19, 2009, and on December 22, 2009, the
Bankruptcy Court entered an order approving and confirming the
Amended Plan.  On December 31, 2009, the Company emerged from
bankruptcy and changed its name to SuperMedia.

At September 30, 2010, Supermedia and subsidiaries' consolidated
balance sheet showed $3.139 billion in total assets,
$3.192 billion in total liabilities, and stockholders' equity of
$53.0 million.  At September 30, 2010, total long-term debt was
$2.496 billion, down from $2.750 billion at December 31, 2009
(date of emergence).


SWB WACO: Chapter 11 Plan Declared Effective on Jan. 25, 2011
-------------------------------------------------------------
On Dec. 23, 2010, the United States Bankruptcy Court for the
Southern District of Texas confirmed the First Amended Chapter 11
Plan of Reorganization submitted by SWB Waco SH, LP.  The
Effective Date under the Plan occurred on Jan. 25, 2011.  The Plan
provides for the rejection of all of the Debtor's remaining
executory contracts and unexpired leases.  Any claim for damages
arising from the rejection of an executory contract or unexpired
lease must be asserted in a proof of claim filed with the
Bankruptcy Court no later than 20 days following the earlier of
(a) the date of entry of an order of the Bankruptcy Court
approving such rejection, or (b) the Effective Date of the Plan.

The Debtor's unsecured creditors will receive their pro rata share
of $100,000 the Debtor promises to pay in four annual $25,000
installments on Jan. 25, 2012, 2013, 2014, and 2015.

Sugar Land, Texas-based SWB Waco SH, L.P., owns an operates a
recently constructed 374-bed apartment complex in Waco, Texas
known as Heritage Quarters.  The Property is part of a re-
development project of the downtown Waco area and serves primarily
as an off-campus student housing facility for Baylor University.

SWB Waco sought Chapter 11 protection (Bankr. S.D. Texas Case
No. 10-38001) on Sept. 7, 2010.  The U.S. Trustee was unable to
form an official committee of unsecured creditors in this case.
David Ronald Jones, Esq., at Porter & Hedges LLP, and the law
firm of Walker & Patterson, P.C., represent the Debtor in
their chapter 11 restructuring.  In its schedules, the
Debtor disclosed assets of $19,642,118 and liabilities of
$18,893,370 as of the petition date.


SYNERGY BRANDS: Files for Chapter 7 Liquidation
-----------------------------------------------
Synergy Brands Inc., a grocery distributor from Syosset, New York,
filed a Chapter 7 liquidation petition (Bankr. E.D.N.Y. Case No.
11-70412) on Jan. 28 in Central Islip, New York.

Two of its subsidiaries, PHS Group Inc. and SYBR.com Inc., also
filed for bankruptcy under Chapter 7 of Title 11 of the United
States Bankruptcy Code.

Under Chapter 7 of the Bankruptcy Code, the Court is expected to
appoint one or more Trustees to liquidate the aforementioned
entities.  It is expected that the Company or its Trustee will
issue another press release identifying the Trustee and the
related contact information.  All matters concerning the Company
and each of the two subsidiaries named above should be directed to
the appropriate appointed Trustee.

The Company also operates Quality Food Brands, Inc. (a Nevada
corporation), in Monroe Michigan, which is currently operating as
a going concern.  The filings do not involve Quality Food Brands,
Inc.

Synergy Brands, Inc. -- http://www.synergybrands.com/-- develops
Internet properties that strategically partner with off-line and
on-line media companies to capture e-commerce markets within the
B2B and B2C Internet arena.  The company has developed the
following Web sites: Netcigar.com, BeautyBuys.com, and
DealByNet.com/

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the petition listed assets of $21.7 million and debt
totaling $44.7 million.  Liabilities include $23.7 million in
secured debt.


TERREMARK WORLDWIDE: Verizon Deal Cues S&P's 'B-' Rating
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and all issue ratings on Miami-based datacenter
operator and managed service provider Terremark Worldwide Inc.
on CreditWatch with positive implications.

The rating action follows the announcement that Verizon
Communications Inc. (A-/Stable/A-2) has entered a definitive
agreement to acquire Terremark's equity for about $1.4 billion,
subject to a valid tender offer for a majority of Terremark's
shares, plus assumed debt of about $545 million.  The CreditWatch
includes Terremark's $470 million senior secured notes rated 'B-'
and its $75 million senior notes rated 'CCC', which Verizon said
it intends to refinance.

Standard & Poor's will monitor the tender offer, which Verizon
expects to launch in mid-February and close by late March.

"If the acquisition is completed as planned, we would likely raise
and then immediately withdraw the corporate credit rating on
Terremark," said Standard & Poor's credit analyst Michael Senno.
"We would also likely raise the issue-level ratings on Terremark's
debt, and subsequently withdraw these ratings if the debt is
refinanced by Verizon."


TOWNSENDS INC: Gets Interim Nod of Loan; Feb. 15 Auction Set
------------------------------------------------------------
Townsends, Inc., received final approval from the United States
Bankruptcy Court for the District of Delaware for a $12 million
debtor-in-possession financing facility.  The company had received
interim approval to access up to $7 million of the $12 million
final facility.

Townsends also received approval for bid procedures for an auction
process to sell the Company, in whole or in part.  The process
calls for bids by February 14, 2011, with the auction to follow on
February 15, 2011.  A hearing to consider approval of the sale is
currently scheduled to be held before the Honorable Christopher S.
Sontchi, United States Bankruptcy Judge, on February 17, 2011,
with, if approved, a closing(s) anticipated very shortly
thereafter.

"We are extremely gratified that our employees, customers and
suppliers have shown tremendous support during this difficult
time. After carefully considering the Company's alternatives, the
Company's management and its Board of Directors determined that a
sale of all or part of the Company's assets would provide the
opportunity for the best outcome for all of our stakeholders,"
said Frederick B. Beilstein III, Chief Executive Officer.

"Multiple bidders have expressed interest in acquiring the
Company. The Company's management and financial and legal advisors
are working closely with interested bidders as we approach the
anticipated February 15th auction and will continue to work with a
successful bidder(s) to limit any disruption in operations during
the transition process."

The DIP financing facility, combined with cash flows generated
from ongoing operations, allows the Company to continue its
business operations on a normalized basis until the closing of the
transaction(s).

On December 19, 2010, Townsends, Inc. and four wholly owned
subsidiaries filed voluntary petitions for relief under chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

                       About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection on December 19, 2010 (Bankr. D. Del. Lead
Case No. 10-14092).  As of December 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRANSTAR HOLDING: S&P Puts 'BB-' Rating on $290MM Debt Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on Cleveland, Ohio-based aftermarket automotive
transmission parts distributor Transtar Holding Co. The outlook is
stable.

At the same time, S&P assigned an issue-level rating of 'BB-' and
a recovery rating of '2' on the Company's $290 million senior
secured credit facilities (consisting of a $50 million revolving
credit facility and a $240 million first-lien term loan).  S&P
also assigned an issue-level rating of 'B-' and a recovery rating
of '6' on the $135 million second-lien term loan.

"The rating on Transtar reflects S&P's expectation that the
Company will maintain its operating performance in line with its
recent history, including strong margins that exceed those of
other rated aftermarket distribution companies," said Standard &
Poor's credit analyst Robert Schulz.  S&P expect the Company's key
credit measures to improve slightly during the next year,
including adjusted debt to EBITDA declining to under 5.5x in 2011
and toward 5.0x in 2012.

S&P view Transtar's financial risk profile as aggressive, based on
adjusted debt to EBITDA of about 5.5x. But the Company also has
good free cash flow prospects because of low capital spending.  In
S&P's view, possible future returns of capital to shareholders by
the private equity sponsor could constrain significant debt
reduction.  S&P view the business risk profile as weak, based on
strong margins and the Company's position as a leading distributor
in the fairly stable but fragmented and competitive transmission
parts aftermarket.  In S&P's view, the most significant variable
in Transtar's credit profile in the near term will be the extent
of the new owner's focus on debt reduction, as the Company has
historically generated free discretionary cash flow.

Transtar reports that it is the largest light-vehicle aftermarket
transmission parts distributor in the U.S., although S&P believes
this is a very fragmented industry.  Aftermarket demand for
transmission parts has historically been relatively stable,
fluctuating less than demand for original equipment vehicles.  The
Company also competes in the auto body repair supply segment,
producing most of its products at its own manufacturing
operations, and gross margins in this business are attractive.
Competitors in this segment include some large companies with
greater resources than Transtar has.

The stable outlook reflects S&P's belief that Transtar can
maintain its strong EBITDA margins and positive, meaningful free
operating cash flow in the 12 months ahead such that adjusted debt
to EBITDA will decline to under 5.5x during 2011 and will decline
further in 2012.  S&P estimate that this would require revenue
growth in 2011 of at least 2.5% and maintenance of historical
profitability and capital spending levels.  S&P believe economic
sluggishness could keep organic sales growth below historical
standards in 2011.

S&P could lower the rating if free operating cash flow generation
turns negative or if S&P believe debt to EBITDA, including S&P's
adjustments, will not decline from current levels.  For example,
S&P estimates that adjusted debt to EBITDA could rise to 6x during
the next year if Transtar's gross margins fall by about 250 basis
points and revenue growth is limited.

S&P considers an upgrade unlikely during the next year, based on
S&P's current assessment of business and financial risks and
Transtar's ownership by a financial sponsor, which S&P believe
means that financial policies will remain aggressive.


TRIAD CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Triad Construction Services, Inc
        P.O. Box 6379
        High Point, NC 27262

Bankruptcy Case No.: 11-10113

Chapter 11 Petition Date: January 27, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Debtor's Counsel: William P. Miller, Esq
                  ROBERSON HAWORTH & REESE, PLLC
                  P.O. Box 1550
                  High Point, NC 27261
                  Tel: (336) 889-8733
                  Fax: (336) 885-1280
                  E-mail: bmiller@rhrlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncmb11-10113.pdf

The petition was signed by Richard C. Phillips, president.


TRIBUNE CO: Committee Wants Zell Claims Objection Denied
--------------------------------------------------------
As reported in the December 14, 2010 edition of the Troubled
Company Reporter, the Official Committee of Unsecured Creditors in
Tribune Co.'s cases asks the Bankruptcy Court to confirm that its
October 27, 2010 order granting the panel standing on behalf of
the Debtors' estates to commence, prosecute and settle claims and
counterclaims arising out of or in connection with the Debtors'
2007 leveraged buyout transaction encompasses all claims set forth
in the Committee's Amended Complaints in Adversary Proceeding No.
10-53963.  By order dated October 27, 2010, the Court granted the
Committee leave, standing and authority to commence and prosecute
the claims of the Debtors' estates.

In response, Samuel Zell and EGI-TRB LLC insists that the alleged
claims against them, which the Examiner found unlikely to succeed,
are not colorable and that it would not benefit the estates to
pursue them.  Mr. Zell and EGI-TRB request that the Court continue
to preserve all their rights as defendants, including the right to
contest these issues in future proceedings.

The Creditors Committee now asks Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware to deny the limited
objection of Sam Zell and EGI-TRB LLC because:

  (a) the Standing Order definitively resolved the issues raised
      by the Limited Objection; and

  (b) even if the Zell Parties had timely moved to reconsider,
      there can be no doubt that the Court properly granted the
      Committee standing to commence and prosecute the claims
      against the Zell Parties.

The Court's October 27, 2010 order granted the Committee's
original standing motions and conferred standing on the Committee
to commence and prosecute all the claims in the amended
complaints.

The Committee filed its motion to confirm standing out of
abundance of caution to avoid any doubt that its standing to
commence and prosecute the leveraged buy-out actions extends to
all of the claims in the Amended Complaints.

In the Limited Objection, the Zell Parties suggest that the Court
should reserve judgment on whether the Committee has standing to
prosecute the claims in the Amended Complaint against them.  The
Zell Parties seek future evaluation of whether those claims are
colorable and would benefit the Debtors' estates.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington,
Delaware, special counsel to the Committee, asserts that the Zell
Parties orchestrated the calamitous LBO that rendered Tribune
insolvent or so close to insolvency that the Debtors petitioned
for bankruptcy within a year of the LBO's consummation.  The
claims against the Zell Parties arising out of their conduct in
connection with the LBO have the potential to yield significant
recoveries for the Debtors' estates, and the marginal expense of
pursuing those claims as part of the Third Party Action that
implicates all aspects of the LBO is far outweighed by the
potential benefits, Mr. Macauley relates.

The fact that the Examiner opined that some of the claims against
the Zell Parties were subject to defenses and might ultimately be
defeated does nothing to call into question this Court's grant of
standing, Mr. Macauley argues.

Aurelius Capital Management, LP, filed with the Court a joinder to
the Committee's Motion.

               Zell Parties Supplement Response

The Zell Parties sought and obtained the Court's order authorizing
them to file a supplement in further support of their limited
objection to the Committee's Standing Motion.

In a supplemental response, the Zell Parties asked the Court to
declare that the Standing Order and any order resulting from the
Committee's Motion to Verify does not preclusively determine the
issue of standing for purposes of adversary proceedings against
Mr. Zell and EGI-TRB.

Counsel to Mr. Zell and EGI-TRB, Allan M. Root, Esq., at Blank
Rome LLP, in Wilmington, Delaware, contends that the Creditors'
Committee is wrong to believe that the Court has held, or should
hold, that Mr. Zell and EGI-TRB are precluded from ever raising a
challenge to the Creditors' Committee's standing to prosecute its
alleged claims against them for these reasons:

  (i) standing is a jurisdictional matter and may be examined or
      reexamined at any time;

(ii) the October 27 Order with respect to standing in an
      adversary proceeding is interlocutory in nature and may
      be withdrawn or revised at any time;

(iii) where an issue has been decided without a full adversarial
      presentation, as the Creditors' Committee's initial motion
      for standing was here, that decision does not have
      preclusive effect in later proceedings, whether as
      collateral estoppel, law of the case, or any other
      doctrine; and

(iv) as the Court noted at a December 15, 2010 hearing, these
      matters are before the Court now because the Creditors'
      Committee filed a motion for clarification of the October
      27 Order concerning the scope.

Having asked the Court to revisit the scope and meaning of that
Order, the Creditors' Committee cannot fairly contend that other
parties should be precluded from objecting, Mr. Root maintains.
In the meantime and as the parties and the Court discussed at the
December 15 hearing, a tolling agreement and a dismissal without
prejudice would preserve all parties' rights until a decision on
standing is made, Mr. Zell and EGI-TRB propose.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Mediator Files Report; Bridge Lenders Accept Plan
-------------------------------------------------------------
Judge Kevin Gross, the Court-appointed mediator in the bankruptcy
case of Tribune Company and its debtor affiliates, filed his Third
Mediator's Report on January 28, 2011.

Judge Gross relates in the report that the continuing settlement
discussions have resulted in the Bridge Lender Group's acceptance
of the plan of reorganization proposed by the Debtors, the
Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P., and JPMorgan Chase
Bank, N.A.  The Bridge Lender Group is composed of King Street
Acquisition Company, LLC, King Street Capital, LLP and Marathon
Asset Management, L.P.

The Bridge Loan Settlement provides, among other things, that on
the Effective Date of the Plan, the Bridge Lenders will receive
their pro rata share of $64.5 million in cash.  On the Effective
Date, the Bridge Lenders will also receive their pro rata share of
the LBO Lenders' share of the Litigation Trust Interest and
Creditors' Trust Interests.

The Bridge Loan Settlement further provides that the Plan will be
amended to reflect that the Bridge Arrangers (JPMorgan, Citibank,
Merrill Lynch and Bank of America) and their affiliates will have
the option to either:

  (a) receive their pro rata shares of the $64.5 million to be
      distributed to the Bridge Lenders and receive no
      additional releases from the other Bridge Lenders; or

  (b) exchange mutual releases with the other Bridge Lenders and
      the current Bridge Loan Agent, in form and substance
      reasonably satisfactory to the Arrangers, providing for
      the unconditional release of any and all claims related to
      Tribune, the leveraged buyout transactions, the financings
      related thereto and the Chapter 11 proceedings in lieu of
      receiving:

         (i) their pro rata share of the $64.5 million cash
             distribution on account of their Bridge Loan Claims
             held for their own accounts; and

        (ii) their pro rata share of the Litigation Trust
             Interests and Creditors' Trust Interests as
             provided under the Plan on account of their Bridge
             Loan Claims held for their own accounts.

As a condition to receipt of the treatment, the group of Bridge
Lenders will (a) support the Plan and take no further actions
inconsistent with confirmation of the Plan and (b) vote all Bridge
Loan Claims held by them in their capacities as Holders of Bridge
Loan Claims to accept the Plan.

The Proponents of the Plan will file an amendment to the Plan.
The Plan amendment will make clear that: (i) the Bridge Lenders
and the current Bridge Loan Agent will receive all the benefit of
being "Released Parties" as that terms is defined in the Plan and
(ii) no Arranger will receive a third-party release by any of the
Bridge Lenders or the Current Bridge Loan Agent unless that
Arranger exercises the Bridge Release Option.

Upon the filing of the Plan amendment, the Bridge Plan Proponents
will withdraw their proposed plan of reorganization and all of
their discovery requests issued to the Debtors and the other Plan
proponents.  The Debtors and the other Plan Proponents will also
withdraw discovery requests issued to any of the Bridge Plan
Proponents, any other Bridge Lender, the current Bridge Loan Agent
or any of their respective professionals.

A full-text copy of the Bridge Loan Settlement Term Sheet is
available for free at:

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

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Says Cash Flow in 2010 Up by $140MM From 2009
---------------------------------------------------------
Tribune Company announced financial highlights for 2010.

"The past year showed substantial improvement over 2009," said
Chandler Bigelow, Tribune's chief financial officer.
"Consolidated operating cash flow in 2010 was approximately
$635 million, an increase of more than $140 million compared to
full-year 2009."

Thanks to strong performance across its local television station
group, the expansion of local programming and robust political
advertising in the fourth quarter, the company's broadcasting
division had an exceptional year in 2010.  On the publishing side,
despite a difficult environment for print advertising, the rate of
decline in both revenue and operating cash flow slowed
significantly compared to 2009.  At Tribune Publishing's two
largest business units, the Los Angeles Times and Chicago Tribune,
2010 full-year operating cash flow was essentially unchanged
compared to the previous year.

Other full-year financial highlights for 2010 include:

   * Consolidated revenue increased one percent compared to
     2009.

   * Consolidated operating cash flow margin increased more than
     four percentage points, to almost 20%, compared to the
     previous year.

   * Consolidated cash operating expenses decreased four percent
     compared to 2009.

Tribune's financial results for 2010 are due, in large part, to
the great work of thousands of employees, who continue
transforming the company from a collection of newspapers and
broadcast stations to a media company with innovative products
providing news, information and entertainment across multiple
platforms.

The company said that 2011 will remain challenging due to reduced
political advertising in broadcasting and continued pressure on
print advertising, particularly in the national advertising
category.

Tribune filed its monthly operating report for December 2010 with
the U.S. Bankruptcy Court for the District of Delaware.

Tribune Company and its subsidiaries maintain their financial
records in accordance with generally accepted accounting
principles.

The Company uses cash operating expenses and operating cash
flow to evaluate internal performance.  "Cash operating expenses"
are defined as operating expenses before depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs.  "Operating cash flow"
is defined as earnings before interest and dividend income,
interest expense, equity income and losses, depreciation and
amortization, write-downs of intangible assets, stock-based
compensation, certain special items including severance, non-
operating items, and reorganization costs.  Cash operating
expenses and operating cash flow are not measures of financial
performance under GAAP and should not be considered as a
substitute for measures of financial performance prepared in
accordance with GAAP.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: LA Times Settlement with Liberman Approved
------------------------------------------------------
Tribune Co. and its units sought and obtained the Bankruptcy
Court's order authorizing Debtors Los Angeles Times Communications
LLC and Tribune Company to enter into a Settlement Agreement and
Mutual General Release with George Liberman Enterprises, Inc.

Pursuant to the Agreement, the parties resolve their various
claims against each other, namely, a $118,128 claim asserted by
LATC against Liberman and two proofs of claim asserted by Liberman
against the Settling Debtors in the face amount of $1 million.

On November 10, 2008, Liberman filed a complaint in the Superior
Court of California, County of Los Angeles, Central District,
against Los Angeles Times Communications, LLC, et al.  Pursuant to
the complaint, Liberman brought numerous contract-related causes
of action against LATC, Tribune Corporation and an individual
employee of LATC for alleged breaches of an oral contract
governing the parties' pre-complaint business relationship.  In
summary, the Complaint alleged that LATC's practice of placing
certain of Liberman's advertisements as inserts in the Fin de
Semana newspaper was a violation of the parties' pre-complaint
business agreement.  Liberman has cited this alleged violation as
a basis for failing to pay for at least $118,128 worth of
advertising services provided to Liberman by LATC.  In the
Complaint, Liberman sought compensatory damages, punitive damages,
interest, costs of suit and any further relief the State Court
deemed proper.  LATC and the other defendants in the State Court
Action denied all allegations raised in the Complaint.

Liberman, on May 19, 2009, filed Claim Nos. 2974 and 2975 against
Tribune Company and LATC, each for $1 million based on all
allegations raised in the Complaint.  The Debtors find no validity
to the assertion that any amounts claimed in the Proofs of Claims
could be secured.

In recent months, the parties have exchanged views regarding the
Complaint and the parties' position with respect thereto.  As a
result of those exchanges, including multiple back-and-forth
proposals to settle the State Court Action and LATC's claim
against Liberman for unpaid services, the parties have agreed to a
mutual compromise.

The Settlement Agreement and Mutual General Release provides,
among other things, that:

  (a) within one year of execution of the Agreement, The Times
      will, at no cost to Liberman, provide Liberman with 24-1/4
      page full run of print color advertisements in the Los
      Angeles Times's Home Section, which runs on Saturdays;

  (b) promptly, upon approval of the Agreement by the Bankruptcy
      Court, Liberman will dismiss the Los Angeles Superior
      Court Action with prejudice;

  (c) upon approval of the Agreement, the Proofs of Claims filed
      by Liberman in the Bankruptcy Action will be deemed
      withdrawn, and that Liberman agrees to file no other or
      further proofs of claims on account of the claims released
      by the Agreement; and

  (d) the parties will bear their own costs and attorneys' fees
      incurred in connection with the Los Angeles Superior Court
      Action, the Bankruptcy Action and the Agreement.

A full-text copy of the Agreement is available for fee at:

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

Prior to the entry of the Court's order, the Debtors certified to
the Court that no objection was filed as to the Motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Lenders File Emergency Motion Seeking Asset Sale
--------------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services' D.I.P.
lenders filed an emergency motion with the U.S. Bankruptcy Court
seeking approval of an order that (a) terminates or modifies the
Debtor's use of cash collateral (b) schedules a global auction for
the remaining unsold assets and (c) lifts agreed injunctions
against exercising remedies against non-debtors.

BData relates that the lenders indicated in the motion that Trico
still owed $7.7 million in principal, interest and fees and more
than $2.4 million in attorneys' fees.  The motion asked that that
Trico should only have access to their cash collateral for two
more weeks to allow the global sale to be completed.

In the motion the lenders stated "... As a result, the debtors
have been allowed to fail to provide the secured lenders with the
benefit of their bargain, namely protections that were approved by
this court and endorsed by the debtors".

The lenders requested a January 31, 2011 hearing on the matter.

                      Emergency Bonuses Questioned

Meanwhile, U.S. Trustee Roberta A. DeAngelis said in a court
filing that Trico Marine's "emergency" request to pay bonuses to
23 managers, including several that work for nonbankrupt
subsidiaries, should be closely questioned and should not be
approved on a shortened timeframe, American Bankruptcy Institute
reports.

                           About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: PACC Offshore Withdraws Services Motion
-----------------------------------------------------
BankruptcyData.com reports that PACC Offshore Services Holdings
withdrew from the U.S. Bankruptcy Court its motions for orders
directing Trico Marine Services to return $14.8 million in
escrowed funds and enforcing the sale order related to the sale of
the Debtors' Mystic Vessel.

As previously reported, because repairs were made to the vessel,
Trico was unable to close the sale by the Dec. 30, 2010 deadline.
According to a group of Trico lenders who filed an objection to
the motion, the closing deadline was never discussed at the sale
hearing or auction.  No reason was given for the withdrawal.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRONOX INC: Submits Settlement Offer Re: "B" Stock Deregistration
-----------------------------------------------------------------
In a regulatory filing Wednesday, Tronox Incorporated discloses
that on January 18, 2011, the U.S. Bankruptcy Court for the
Southern District of New York granted it permission to submit an
offer of settlement to the Securities and Exchange Commission
regarding the deregistration of the Company's Class B Common
Stock, par value $0.01 per share.  The offer of settlement has
been submitted to the Commission, and the Company expects that the
Commission will consider the offer in the near future.  If the
offer is accepted, the Commission will issue an Order pursuant to
Section 12(j) of the Securities Exchange Act of 1934 (the
"Exchange Act").

When the Order is issued by the Commission, no member of a
national securities exchange, broker, or dealer may make use of
the mails or any means or instrumentality of interstate commerce
to effect any transaction in, or to induce the purchase or sale
of, the Company's Class B Common Stock.

As the Company has previously disclosed, the Company has been
unable to prepare financial statements as explained in its Current
Report on Form 8-K filed with the Commission on May 5, 2009.  As a
result, the Company has not filed any quarterly and annual reports
required by Exchange Act Section 13(a) and Rules 13a-1 and 13a-13
thereunder since the period ended September 30, 2008.

The Class B Common Stock is expected to be canceled upon the
emergence by the Debtors from their Chapter 11 Cases expected to
occur on or about January 31, 2011.  The Debtors' emergence from
Chapter 11 is subject to satisfying the conditions to
effectiveness contemplated under the Plan including entering into
a new credit facility.

As reported in the Troubled Company Reporter on January 11, 2011,
Tronox filed with the U.S. Bankruptcy Court a motion to authorize
Tronox to submit an offer of settlement to the Securities and
Exchange Commission to deregister Tronox Incorporated's Class B
common stock.

According to the motion, the Company received a letter on May 21,
2010, from the Office of Enforcement Liaison in the Commission's
Division of Corporate Finance alleging that the Company had not
filed any periodic reports with the Commission since the period
ended September 30, 2008 and that the Company needed to "become
current with its filing obligations within 15 days or face
administrative proceedings under section 12(j) of the Exchange Act
to revoke the Company's registration of securities."  Furthermore,
the motion said that "because it is anticipated that the SEC's
Consent Order will not take effect until after the effective date
of the Plan, Tronox does not believe the holders of the Company's
Class B common shares will be impacted by the relief sought
herein."

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until September 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of December 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On November 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
will reorganize around its existing operating businesses,
including its facilities at Oklahoma City, Oklahoma; Hamilton,
Mississippi; Henderson, Nevada; Botlek, The Netherlands and
Kwinana, Australia.


ULTIMATE ACQUISITION: Asks for Court's Nod to Use Cash Collateral
-----------------------------------------------------------------
Ultimate Acquisition Partners, LP, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to use the cash
collateral until February 25, 2011.

In September 2005, General Electric Capital Corporation, as the
Prepetition Agent and Prepetition Lender, and the Debtors entered
into a certain Loan and Security Agreement, as amended, modified
and supplemented on January 5, 2006, April 18, 2006, November 4,
2007, and May 23, 2008.  The loan and security agreement was
amended again in July 2010 at which time CC Retail, LLC, among
others, became a party to the loan and security agreement.
Pursuant to the loan and security agreement, the Debtors have a
$150 million commitment for a revolving line of credit.  The
Debtors also have the availability to request the issuance of
letters of credit in an amount up to $10 million.  The loan and
security agreement has a loan maturity date of June 23, 2011.  As
of the Petition Date, the Debtors have borrowed approximately
$64.80 million either on the revolver or through the issuance of
outstanding letters of credit.

Mark T. Hurford, Esq., Campbell & Levine, LLC, explains that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a weekly budget, a copy of which is available for free
at http://bankrupt.com/misc/ULTIMATE_ACQUISITION_budget.pdf

In exchange for using the cash collateral, the Debtors propose to
grant the Lender additional and replacement continuing valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on any and all
presently owned and hereafter acquired personal property, real
property and all other assets of the Debtors, to the same extent,
validity and priority as they existed on the Petition Date.

                 About Ultimate Acquisition

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.

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.

Kathleen Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the
Debtor's bankruptcy counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.


ULTIMATE ACQUISITION: Taps Kurtzman Carson as Claims Agent
----------------------------------------------------------
Ultimate Acquisition Partners, LP, et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants, LLC, as claims, noticing and
balloting agent.

KCC will, among other things:

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

     (b) revise the creditor matrix after the objection period
         expires;

     (c) record any order entered by the Court which may affect a
         claim by making a notation on the claims register; and

     (d) provide balloting and solicitation services, including
         preparing ballots, producing personalized ballots and
         tabulating creditor ballots on a daily basis.

KCC will charge the Debtors for its services, expenses and
supplies at the rates or prices set by KCC and in effect as of the
date of KCC's service agreement with the Debtors in accordance
with the KCC fee structure.  Prior to the filing of the Debtors'
Chapter 11 cases, the Debtors' paid KCC a retainer of $15,000.  A
copy of the service agreement is available for free at:

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

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

Thorton, Colorado-based Ultimate Acquisition Partners, LP, aka
Ultimate Electronics, filed for Chapter 11 bankruptcy protection
on January 26, 2011 (Bankr. D. Del. Case No. 11-10245).  Kathleen
Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla Rosoff
Eskin, Esq., at Campbell & Levine LLC, serve as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.

Affiliates Ultimate Acquisition Partners, LP, and CC Retail, LLC,
filed a separate Chapter 11 petition.


ULTIMATE ACQUISITION: Must Wait to Pay Vendors, Judge Says
----------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge on Friday
refused to authorize Ultimate Acquisition Partners LP to pay
$10 million to essential vendors, saying the electronics retailer
was making promises it couldn't keep before it can guarantee
access to more cash collateral.

Judge Mary F. Walrath signed off on a slew of first-day motions
for the company at a hearing in the U.S. Bankruptcy Court for the
District of Delaware.

                 About Ultimate Acquisition

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.

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.

Kathleen Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the
Debtor's bankruptcy counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.


UNIFUND ASSURANCE: AM Best Upgrades Issuer Credit Rating to 'bb+'
-----------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to "bb+"
from "bb" and affirmed the financial strength rating (FSR) of B
(Fair) of Unifund Assurance Company (Unifund) (St. John's,
Canada).

In addition, A.M. Best has affirmed the FSR of A (Excellent) and
ICRs of "a" of Royal & Sun Alliance Insurance Company of Canada
(RSA Canada) (Toronto, Canada), Quebec Assurance Company (Quebec
Assurance) (Montreal, Canada) and Western Assurance Company
(Western Assurance) (Toronto, Canada) (together known as RSA
Canadian Property/Casualty Pool [pool]).

Concurrently, A.M. Best has affirmed the FSR of B+ (Good) and ICR
of "bbb-" of Ascentus Insurance Ltd. (Ascentus) (Toronto, Canada)
and the FSR of B (Fair) and ICR of "bb+" of Canadian Northern
Shield Insurance Company (CNS) (Vancouver, Canada).  All companies
are subsidiaries of Roins Financial Services Limited, the Canadian
holding company of RSA Insurance Group plc (RSA) [LSE: RSA]
(United Kingdom).  Collectively, all of the insurance entities in
Canada are referred to as the RSA Group of Canada. The outlook for
all ratings is stable.

The rating actions on the pool reflect A.M. Best's viewpoint that
it maintains a strong risk-adjusted capitalization, solid
investment income and sound reserve development.  The pool has
produced solid underwriting results, which have consistently
increased equity over the last five years prior to the stockholder
dividends.

Collectively, the pool provides commercial property/casualty
coverage as well as personal and specialty coverages throughout
Canada.  The companies in the pool maintain a presence in all of
the Canadian provinces and distribute their product range through
multiple distribution channels, including a large independent
broker network.  The ratings also reflect the pool's strong
integration with RSA through its systems and procedures and its
significant contribution to RSA's overall profit.

The ratings of Unifund acknowledge its improved risk-adjusted
capitalization, consistent operating performance and favorable
reserve development.  The ratings also reflect Unifund's strategic
role within the Johnson Corporation, a major intermediate holding
company within the RSA Group of Canada.  Historically, Unifund has
been a growth vehicle for the overall Canadian organization.  In
prior years, Unifund's rapid premium expansion outpaced equity
growth, which resulted in elevated underwriting leverage measures
and a sharp decline in overall risk-adjusted capitalization.  More
recently, the company's premium levels have stabilized, equity has
increased and overall risk-adjusted capitalization has improved.
However, Unifund remains highly leveraged as net and gross
underwriting leverage ratios exceed the industry composite.  The
company primarily is a writer of personal lines insurance for
associations and groups throughout Ontario, Alberta, Newfoundland
and Labrador and Nova Scotia.

The rating actions also reflect Unifund's strong integration
within RSA Group of Canada through its systems and procedures and
its significant contribution to RSA's overall profit.  Going
forward, A.M. Best remains somewhat concerned about softening
market conditions, fierce competition and the long-term benefits
of regulated product reforms to auto insurance industry in the
core operating territories of Ontario and Alberta.  As a result,
the members of the RSA Group of Canada may be challenged to
maintain current levels of profitability.

The ratings of Ascentus are based on its solid level of
capitalization, which supports its underwriting and investment
risk.  The level of the company's premium volume has sharply
declined in recent years, since all private passenger auto and
personal property businesses were renewed into RSA Canada.  The
company now concentrates on marine business throughout Canada.

The ratings of CNS recognize its elevated underwriting leverage,
high underwriting expenses and adequate operating performance.
CNS provides RSA Group of Canada improved geographic diversity,
increased distribution and growth opportunities within British
Columbia, where a majority of CNS' premiums are written.  CNS is
fully integrated into RSA Group of Canada's operations and
continues to benefit from the implicit and explicit support it
receives as a member of RSA Group of Canada.


UNION FOR TRADITIONAL JUDAISM: Emerges from Bankruptcy Protection
-----------------------------------------------------------------
Warren Boronson at The Jewish Standard reports that the Union for
Traditional Judaism and the Institute of Traditional Judaism have
emerged from bankruptcy protection.  Rabbi Ronald D. Price,
executive vice president of the UTJ and dean of the institute,
declared that all of the Debtors' creditors will get 100 cents of
on the dollar.

Union for Traditional Judaism, a not-for-profit organization that
trains and places rabbis, along with the Institute of Traditional
Judaism Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 10-22958) on May 14 in White Plains, New York.
The petition says assets and debt are both more than $1 million.


UNITY MEDIA: Starts Down Path to Liquidation in Bankruptcy Court
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Unity Media Inc. sought
Chapter 7 bankruptcy liquidation in Manhattan.  The report relates
that the business filed it bankruptcy petition, opting to seek
shelter under the arm of the Bankruptcy Code that leads companies
through liquidation.

According to DBR, Brian J. Hufnagel, an attorney representing
Unity Media in the case, declined to comment.  The report relates
that Mr, Hufnagel's with Forchelli, Curto, Deegan, Schwartz,
Mineo, Cohn & Terrana in Uniondale, N.Y. According to Unity
Media's Web site, it's the "largest African American owned and
operated, full service media independent," providing media
planning and buying services to companies and advertising
agencies.

"We strive to link great creative with innovative media approaches
so as to produce measurable gains in sales, awareness, attitude
changes, or market share growth," the company said on its Web
Site.

Unity Media Inc. is a 20-year-old media planning and buying
company.


UNIVERSAL BUILDING: Secured Lender Won't Provide Exit Loan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the secured lender for Universal Building Products Inc.
won't provide the loan necessary to confirm and implement the
Debtor's Chapter 11 Plan of Liquidation.  A hearing for approval
of the disclosure statement was scheduled for January 31.

Universal Building sold its construction products business to
Oaktree Capital Management LP after the Chapter 11 filing in
August.  Oaktree purchased the secured debt.  Oaktree used
$25 million of the $40 million secured claim to buy the remaining
businesses in a sale approved by the bankruptcy court.  Oaktree is
still owed about $21 million, including $6 million loaned to
finance the Chapter 11 case.

According to Mr. Rochelle, while Oaktree opposes the plan, the
Debtor and the official committee of unsecured creditors in the
case believe the lender's approval isn't necessary because the
rest of Oaktree's collateral will be turned over in satisfaction
of the remaining secured claim.  The plan proponents said they
believe that an agreement binds Oaktree to supporting the plan
anyway.

Mr. Rochelle notes that even if the plan could be crammed down on
Oaktree, the proposed disclosure statement explains how Oaktree
takes the position that it's no longer obligated to make an
advance to cover administrative and priority claims.  Without new
funds, the plan can't be confirmed, the disclosure statement says.
The Committee and UBP take the position that prior agreements
require Oaktree to advance the necessary money.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No.
10-12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


VALLEJO, CA: Settles Dispute With Nat'l Public Finance Guarantee
----------------------------------------------------------------
Jim Christie of Reuters reports that the city of Vallejo,
California, and National Public Finance Guarantee Corp. have
settled a claim stemming from the city's bankruptcy case.  Details
of the settlement were not immediately available.

Reuters relates Lance Ignon, a spokesman for Armonk, New York-
based National Public Finance Guarantee Corp, confirmed the
settlement of the lawsuit over roughly $4.8 million in debt owed
by Vallejo to bondholders insured by the company.

According to Mr. Christie, the National Federation of Municipal
Analysts, which had filed a friend-of-the-court brief in the
dispute, said in a statement on Thursday that the agreement marks
a "positive resolution for the municipal finance market."

Reuters says Vallejo officials and the city's legal team could not
be reached for comment.

According to Reuters, at issue were vehicle license fees should
Vallejo default on $4.8 million of its debt.  The settlement
confirms the fees will be tapped for payments if Vallejo fails to
pay directly.

The National Federation of Munipal Analysts is represented by
Jeffry Davis, Esq., William Kannel, Esq., and Adrienne Walker,
Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo.

                     About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VEBLEN EAST: Riverview Offers to Acquire Assets
-----------------------------------------------
The Associated Press, citing The American News, reports Morris,
Minn.-based Riverview LLP has made an offer to acquire the Veblen
East and Veblen West dairies, two bankrupt dairies in northeast
South Dakota.  According to The AP, The American News said
Riverview stated in its paperwork that it would continue operation
of the dairies without interruption and keep all employees.

As reported by the Troubled Company Reporter on January 25, 2011,
the U.S. Bankruptcy Court for the District of South Dakota granted
the motion of Chapter 11 trustee Lee Ann Pierce for the
confirmation of her sale to Veblen East Dairy Acquisition, LLC, of
all of Veblen East Dairy Limited Partnership and the bankruptcy
estate's right, title, and interest in the dairy cattle and
personal property and in the real property located in Marshall
County, South Dakota, and the dairy facility located thereon, free
and clear of all liens and other encumbrances, with any liens or
other encumbrances transferred and attached to the sale proceeds
in the order of their priority.

Veblen East Dairy Acquisition, LLC, is the assignee of secured
creditor, AgStar Financial Services, PCA, and FLCA.  The credit
bid was in the amount of $16,000,000.00 for the facility,
including the real estate, plus $800.00 per cow.

At the in-court auction on September 15, 2010, Vista Family
Dairies, LLC, submitted the highest bid of $21,300,000.  The bid
was for $800.00 per head per cow and $17,300,000 for the facility.
Whetstone Valley Dairy, LLC, submitted a backup bid which was
approved by the Court.  The Court also approved the Chapter 11
trustee's motion allowing for the sale of the assets to Veblen
East Dairy Acquisition, in the event that neither Vista Family
Dairies nor Whetstone Valley Dairy closed on the sale in a timely
manner.

Despite all conditions precedent to closing having been satisfied
by the Chapter 11 trustee, and contrary to the terms of its bid at
the in-court auction, Vista Family Dairies advised the Chapter 11
trustee it will not close on the sales transaction.

On October 28, 2010, Whetstone Valley Dairy withdrew its back-up
bid.


                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million. Lee
Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor disclosed
$15.5 million in assets and $23.7 million in liabilities as of the
Chapter 11 filing.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147)


VEBLEN WEST: Riverview Offers to Acquire Assets
-----------------------------------------------
The Associated Press, citing The American News, reports Morris,
Minn.-based Riverview LLP has made an offer to acquire the Veblen
East and Veblen West dairies, two bankrupt dairies in northeast
South Dakota.  According to The AP, The American News said
Riverview stated in its paperwork that it would continue operation
of the dairies without interruption and keep all employees.

As reported by the Troubled Company Reporter on January 25, 2011,
the U.S. Bankruptcy Court for the District of South Dakota granted
the motion of Chapter 11 trustee Lee Ann Pierce for the
confirmation of her sale to Veblen East Dairy Acquisition, LLC, of
all of Veblen East Dairy Limited Partnership and the bankruptcy
estate's right, title, and interest in the dairy cattle and
personal property and in the real property located in Marshall
County, South Dakota, and the dairy facility located thereon, free
and clear of all liens and other encumbrances, with any liens or
other encumbrances transferred and attached to the sale proceeds
in the order of their priority.

Veblen East Dairy Acquisition, LLC, is the assignee of secured
creditor, AgStar Financial Services, PCA, and FLCA.  The credit
bid was in the amount of $16,000,000.00 for the facility,
including the real estate, plus $800.00 per cow.

At the in-court auction on September 15, 2010, Vista Family
Dairies, LLC, submitted the highest bid of $21,300,000.  The bid
was for $800.00 per head per cow and $17,300,000 for the facility.
Whetstone Valley Dairy, LLC, submitted a backup bid which was
approved by the Court.  The Court also approved the Chapter 11
trustee's motion allowing for the sale of the assets to Veblen
East Dairy Acquisition, in the event that neither Vista Family
Dairies nor Whetstone Valley Dairy closed on the sale in a timely
manner.

Despite all conditions precedent to closing having been satisfied
by the Chapter 11 trustee, and contrary to the terms of its bid at
the in-court auction, Vista Family Dairies advised the Chapter 11
trustee it will not close on the sales transaction.

On October 28, 2010, Whetstone Valley Dairy withdrew its back-up
bid.

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million. Lee
Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Bryant D.
Tchida, Esq., at Leonard, Street and Deinard, P.A., in
Minneapolis, Minn., represents the Debtor.  The Debtor disclosed
$15.5 million in assets and $23.7 million in liabilities as of the
Chapter 11 filing.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147)


VERMILION ENERGY: S&P Puts 'BB-' Rating on C$200MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Calgary, Alta.-based Vermilion Energy
Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating and '4' recovery rating to the Company's proposed
C$200 million senior unsecured notes.  The '4' recovery rating
indicates Standard & Poor's expectation for average recovery (30%-
50%) in the event of default.

The Company also plans to decrease its C$675 million secured
credit facility, which S&P does not rate, to C$635 million.
Vermilion plans to use the proceeds largely to pay down the
amount outstanding on its credit facility and cover related fees.

"Although we believe there is some execution risk associated with
the Company's strategic shift to emphasize organic, drill-bit
related growth, rather than growth through acquisitions, its near-
term development prospects in Western Canada (specifically its
Cardium assets) and the longer term reserves and production growth
prospects appear achievable," said Standard & Poor's credit
analyst Michelle Dathorne.  "The Company has had success achieving
organic reserve replacement in 2010.  The 'BB-' rating
incorporates our assumption that Vermilion will replicate its 2010
reserve replacement success during our ratings forecast period.
In addition, the Company's underleveraged balance sheet provides
ample financial cushion to accommodate the capital spending
required to proceed with its growth initiatives," Ms. Dathorne
added.

The ratings on Vermilion reflect S&P's opinion of its
participation in the highly cyclical exploration and production
segment of the oil and gas industry, its historical reliance on
acquisitions and exploitation for reserve replacement and growth,
relatively low proven reserves base and reserve life index, and
its aggressive dividend policy.  These factors, which hamper the
Company's overall credit profile, are somewhat offset by what S&P
views as the geographically diversified reserve base and moderate
capital structure for the 'BB-' rating.  Standard & Poor's expects
the Company's near- and medium-term business strategy will focus
on drill-bit-related reserve replacement and growth.

Vermilion is a conventional oil and gas upstream Company, focused
on the exploration and development of producing assets in Western
Canada, France, the Netherlands, and Australia.  The firm also has
an 18.5% non-operated working interest in the Corrib offshore gas
field in Ireland, with first production expected in by the end of
2012.  Although crude oil and liquids accounts for approximately
65% of production, approximately 80% of production is tied to oil,
because its Netherlands gas production is indexed to oil prices.

The stable outlook reflects Standard & Poor's expectation that
Vermilion will continue focusing on organic, drill-bit-related
reserves and production growth, which should in turn improve its
full-cycle economics.  Although S&P expects the Company will
generate negative near-term free cash flow after dividends while
it shifts to the organic-growth strategy from an income trust
acquisition-oriented approach, the outlook also incorporates S&P's
view that Vermilion's financial metrics are strong for the 'BB-'
rating, with some cushion to absorb the deterioration S&P expects
in 2011 and 2012.  Because S&P factors the Company's likely
reserves and production growth into the ratings, there is little
likelihood of an upgrade in this period.  A negative rating
action could occur if Vermilion cannot achieve the expected
internal reserves and production growth and its production
economics increase above current reported levels, which Standard &
Poor's views as slightly weaker than those of its rating peer
group.


VERTRUE INC: S&P Holds 'B' Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Norwalk, Conn.-based Vertrue Inc. to negative from stable.  S&P
also affirmed S&P's ratings on the Company, including the 'B'
corporate credit rating.

"The outlook revision and the 'B' corporate credit rating reflect
our view that Vertrue's operating performance will continue to
decline over the near-to-intermediate term," said Standard &
Poor's credit analyst Chris Valentine.  The Company has begun
negotiations with its secured lenders for an amendment, which S&P
believes it should be able to obtain over the near term.  In S&P's
opinion, the Company's good liquidity provides some financial
flexibility to absorb higher interest expense and cover the likely
cost of an amendment.

"In our view, Vertrue has a vulnerable business risk profile,"
added Mr. Valentine, "because of its narrow business focus in
adaptive marketing, EBITDA concentration, revenue vulnerability to
economic weakness, and the need to replace lost revenue from
regulatory changes."  Positive rating factors that do not offset
these negatives include the Company's good market position in
niche consumer discount membership programs, good (albeit
declining) cash flow generation, and its recurring revenue stream
from renewals.  S&P considers the financial risk profile
aggressive because of its high de bt leverage and thin margin of
compliance with financial covenants.


WESTMORELAND COAL: S&P Junks Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'CCC+'
corporate credit rating to Colorado Springs, Colorado-based
Westmoreland Coal Co.  The rating outlook is stable.

At the same time, S&P assigned a preliminary 'CCC' issue-level
rating (one notch below the preliminary corporate credit rating)
to Westmoreland's proposed $150 million senior secured notes due
2018.  The preliminary recovery rating is '5', indicating S&P's
expectation of modest (10%-30%) recovery for noteholders in the
event of a payment default.

The Company expects to use proceeds from the proposed notes to
repay certain outstanding indebtedness, to pay accrued and unpaid
dividends on outstanding shares of preferred stock, and for
general corporate purposes.

"The preliminary 'CCC+' corporate credit rating on S&Pstmoreland
reflects the combination of what S&P consider to be its vulnerable
business risk profile and highly leveraged financial risk
profile," said Standard & Poor's credit analyst Maurice Austin.

The ratings also reflect its high cost position in the Powder
River Basin and Texas, relatively short reserve life, high
customer concentration, challenges posed by the inherent risks of
coal mining, and less than adequate liquidity to meet its near-
term obligations.  Still, the Company benefits from long-term
contracts with a predictable revenue stream.


W.R. GRACE: Reorganization Plan Approved by Bankruptcy Court
------------------------------------------------------------
W. R. Grace & Co.'s Joint Plan of Reorganization has been
confirmed by the United States Bankruptcy Court for the District
of Delaware.  In her opinion, Judge Judith Fitzgerald resolved all
outstanding objections to the Joint Plan in favor of Grace and its
co-proponents.  The Joint Plan next will be considered for
confirmation by the United States District Court for the District
of Delaware, a necessary step before Grace may exit Chapter 11.
Grace filed for Chapter 11 protection on April 2, 2001.

"This is a major step in the process of emerging from Chapter 11,"
said Fred Festa, Chairman, President and Chief Executive Officer.
"I am delighted that our Joint Plan has been confirmed by the
Bankruptcy Court. It is fair to all the parties and once and for
all removes the uncertainty that has been clouding our future."

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims.

"We recognize that there are a few more steps in the legal
process, which we hope will move forward expeditiously," said
Festa.  "I look forward to Grace emerging from Chapter 11 as a
vibrant, growing company with a great future."

W. R. Grace & Co. is a leading global supplier of catalysts and
other products to petroleum refiners; catalysts for the
manufacture of plastics; silica-based engineered and specialty
materials for a wide range of industrial applications; sealants
and coatings for food and beverage packaging, and specialty
chemicals, additives and building materials for commercial and
residential construction. Founded in 1854, Grace has operations in
over 40 countries.

                      Sealed Air's Statement

Sealed Air Corporation reported that the Bankruptcy Court in the
W. R. Grace bankruptcy entered its recommended findings and order
on January 31, 2011, recommending confirmation of Grace's plan of
reorganization.  The bankruptcy process now proceeds to a review
period in which the recommended order and findings may be
challenged and appealed and during which several conditions must
be satisfied before W. R. Grace's plan of reorganization may
become effective.

"We will be reviewing the order and findings to ensure that they
implement W. R. Grace's plan of reorganization in a manner fully
consistent with the terms of our settlement agreement, dated
November 10, 2003.

We stand ready to contribute our payment directly to one or more
trusts to be established under Section 524(g) of the Bankruptcy
Code once the provisions of the settlement agreement are fully
met.  Our payment includes cash and 18 million shares of common
stock. As of December 31, 2010, the total cash payment would have
been approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  We intend to fund a substantial portion of the payment
using available cash with the remainder from our committed credit
facilities. The shares are currently recognized in our diluted
weighted average number of shares outstanding for our net earnings
per common share calculations.  Our payment would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims against us as a result of the Cryovac transaction
with W. R. Grace in 1998."

"The order and findings are an encouraging step in the W. R. Grace
bankruptcy process. We will continue to review plan details,
monitor the bankruptcy process and provide updates as necessary."

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Daily Beast Says Rhode Island, Connecticut Likely to Go Bankrupt
------------------------------------------------------------------
Taking into account each state's debt, projected 2012 budget
shortfall, gross domestic product and unfunded pension, health
care and other liabilities,

The Daily Beast has prepared a slide presentation ranking 50 U.S.
states and the likelihood they'll go bankrupt.  A copy of the
presentation is available at http://is.gd/cJjNE0

According to Daily Beast, Rhode Island, which had $9.2 billion
debt in 2009 and a projected 2012 budget shortfall of $290
million, ranked first.  Connecticut, which had 2009 debt of $28.4
billion and projected 2012 budget shortfall of $3.7 billion is
second.

Nebraska, with $2.5 billion debt in 2009, and projected 2012
budget shortfall of $314 million, ranked last.

Aside from 2009 debt level and projected 2012 budget shortfall,
Daily Beast also took note of the state's GDP for 2009, Debt/GDP
Ratio, Unfunded Pension Liabilities and Unfunded Health Care and
Other Liabilities.


* JPMorgan CEO Predicts U.S. Municipal Bankruptcies
---------------------------------------------------
Reuters' Michael Stott reports that JP Morgan Chase chief
executive James Dimon on Thursday told a panel on "The Next Shock:
Are We Better Prepared?" at the Davos World Economic Forum in
Switzerland, that some U.S. municipalities would go bankrupt,
though he did not believe that this was a systemic issue.

"There are 14,000 municipalities and you are unfortunately going
to see some bankruptcies," Mr. Dimon said, according to Reuters.

"It will be an issue for some and they have built up these
obligations, pensions kind of snuck up on people . . .  you are
going to see some municipalities use the bankruptcy courts to try
to renegotiate some of those contracts," Reuters quotes Mr. Dimon
as saying.

Reuters relates Mr. Dimon said overall U.S. states were in good
financial shape and had the means to tackle their financial woes.
He did not believe the bankruptcy of some municipalities would
trigger wider problems.

"The total deficit of all states and all municipalities is 200
billion relative to the total U.S. deficit of 1.5 trillion so its
really kind of small relative to that," Mr. Dimon said.

According to Reuters, Mr. Dimon said, "It's there, it's a concern,
it's going to have to be fixed, I just don't think it's going to
stop growth in 2011 or 2012, it's just a negative factor overlying
the American system."


* Distressed Real-Estate Investor Strikes Again in New York City
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Manhattan developer with a
taste for busted property deals is back at it, acquiring the loan
used for the conversion of the Setai Wall Street condominium and
spa.

According to the report, Ziel Feldman, head of HFZ Capital Group,
had the winning bid for the $147 million construction loan for the
Setai, according to people familiar with the matter.  The report
relates that his bid of about $80 million beat out more than a
dozen other investors.

DBR notes that Mr. Feldman, a Queens-born former real-estate
attorney, declined to comment on his plans for the Setai.  But
other property developers and lawyers say he will likely reach a
deal with the developer, Zamir Equities, to take control of the
building, the report says.

DBR discloses that Asher Zamir, a principal at Zamir Equities,
didn't respond to a request for comment on.

The loan, which is in default, was sold by Anglo Irish Bank Corp.,
the troubled bank that was nationalized last year after suffering
losses on property loans abroad when the market collapsed.
Holliday Fenoglio Fowler ran the sale, the report adds.


* KPMG, Other Advisers Ramp Up for Rise in Bank Restructurings
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that audit, tax and advisory firm
KPMG has positioned itself in anticipation of a rising number of
loan portfolio sales -- triggered by overleveraged banks
restructuring their balance sheets -- with the hire of a 10-strong
team from rival PricewaterhouseCoopers to its debt divestment
advisory business.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                  Total      Working   Holders'
                                 Assets      Capital     Equity
  Company         Ticker          ($MM)        ($MM)      ($MM)
  -------         ------        -------     --------   --------
ABRAXAS PETRO     AXAS US         178.1         (5.2)      (1.7)
ABSOLUTE SOFTWRE  ABT CN          124.2         (6.0)      (6.2)
ACCO BRANDS CORP  ABD US        1,097.3        261.9      (97.3)
AEGERION PHARMAC  AEGR US           2.9        (29.5)     (27.3)
ALASKA COMM SYS   ALSK US         624.8          2.6      (15.3)
AMER AXLE & MFG   AXL US        2,071.4         61.9     (469.1)
AMR CORP          AMR US       25,357.0     (2,102.0)  (3,643.0)
ANACOR PHARMACEU  ANAC US          20.4         (1.6)      (8.2)
ARKSON NUTRACEUT  AKSN US           -           (0.0)      (0.0)
ARQULE INC        ARQL US          94.1         45.1       (9.7)
ARVINMERITOR INC  ARM US        2,879.0        331.0   (1,023.0)
AUTOZONE INC      AZO US        5,640.5       (584.3)    (817.2)
BLUEKNIGHT ENERG  BKEP US         296.0       (427.8)    (152.8)
BOARDWALK REAL E  BEI-U CN      2,343.6          -       (100.8)
BOARDWALK REAL E  BOWFF US      2,343.6          -       (100.8)
BOSTON PIZZA R-U  BPF-U CN        111.3          5.0     (116.3)
BRAVO BRIO RESTA  BBRG US         162.8        (28.9)     (61.5)
CABLEVISION SY-A  CVC US        7,501.6       (157.7)  (6,222.8)
CAMPUS CREST COM  CCG US          327.5          -        (60.7)
CC MEDIA-A        CCMO US      17,393.5      1,410.4   (7,219.6)
CENTENNIAL COMM   CYCL US       1,480.9        (52.1)    (925.9)
CENVEO INC        CVO US        1,393.6        220.0     (332.5)
CHENIERE ENERGY   CQP US        1,797.0         30.3     (521.9)
CHENIERE ENERGY   LNG US        2,616.5       (137.1)    (431.0)
CHOICE HOTELS     CHH US          403.3        (11.5)     (75.5)
CLEVELAND BIOLAB  CBLI US          11.9         (9.7)     (10.0)
COMMERCIAL VEHIC  CVGI US         289.3        114.0       (5.7)
CUMULUS MEDIA-A   CMLS US         324.1         (2.5)    (349.3)
DENNY'S CORP      DENN US         312.7        (10.7)    (102.4)
DISH NETWORK-A    DISH US       9,292.9        733.1   (1,416.5)
DISH NETWORK-A    EOT GR        9,292.9        733.1   (1,416.5)
DOMINO'S PIZZA    DPZ US          425.7        104.1   (1,241.9)
DUN & BRADSTREET  DNB US        1,727.3       (612.4)    (717.4)
EASTMAN KODAK     EK US         6,844.0        960.0     (498.0)
EPICEPT CORP      EPCT SS           6.7         (1.1)     (14.2)
EXELIXIS INC      EXEL US         372.9        (11.8)    (217.6)
FORD MOTOR CO     F US        180,330.0    (18,558.0)  (1,740.0)
FORD MOTOR CO     F BB        180,330.0    (18,558.0)  (1,740.0)
GENCORP INC       GY US           981.8        150.8     (224.9)
GLG PARTNERS INC  GLG US          400.0        156.9     (285.6)
GLG PARTNERS-UTS  GLG/U US        400.0        156.9     (285.6)
GRAHAM PACKAGING  GRM US        2,840.3        259.1     (580.3)
HEALTHSOUTH CORP  HLS US        1,796.9        124.3     (394.9)
HICKS ACQUISITIO  HKACU US          0.8         (0.8)      (0.1)
HOVNANIAN ENT-A   HOV US        1,817.6      1,101.9     (337.9)
HOVNANIAN ENT-B   HOVVB US      1,817.6      1,101.9     (337.9)
HUGHES TELEMATIC  HUTC US         111.4          1.9      (42.1)
IBIO INC          IBIO US           4.6         (4.7)      (0.8)
IDENIX PHARM      IDIX US          63.1         24.0      (21.3)
INCYTE CORP       INCY US         464.6        305.0     (128.9)
INTERMUNE INC     ITMN US         143.9         10.2      (67.7)
IPCS INC          IPCS US         559.2         72.1      (33.0)
ISTA PHARMACEUTI  ISTA US         112.2          8.8      (71.8)
JAZZ PHARMACEUTI  JAZZ US         108.0        (13.3)      (0.8)
JUST ENERGY GROU  JE CN         1,834.1       (578.0)    (497.2)
KNOLOGY INC       KNOL US         658.7         53.5       (5.3)
LIGAND PHARM-B    LGND US         112.6         (1.4)      (1.1)
LIGHTING SCIENCE  LSCG US          60.0         28.3     (122.4)
LIN TV CORP-CL A  TVL US          782.4         21.2     (146.9)
LORILLARD INC     LO US         3,504.0      1,665.0      (38.0)
MAINSTREET EQUIT  MEQ CN          399.4          -         (8.5)
MANNKIND CORP     MNKD US         305.1         76.5     (181.4)
MEAD JOHNSON      MJN US        2,293.1        472.9     (358.3)
MOODY'S CORP      MCO US        2,348.2        508.8     (297.6)
MORGANS HOTEL GR  MHGC US         759.1         47.0      (42.1)
MPG OFFICE TRUST  MPG US        3,267.4          -       (897.2)
NATIONAL CINEMED  NCMI US         836.1         40.5     (340.8)
NAVISTAR INTL     NAV US        9,730.0      2,246.0     (924.0)
NEWCASTLE INVT C  NCT US        3,760.1          -       (591.2)
NORTH AMERICAN G  NMGLE US          0.0         (0.1)      (0.1)
NPS PHARM INC     NPSP US         228.8        147.8     (149.8)
NYMOX PHARMACEUT  NYMX US           0.9         (1.0)      (1.8)
OTELCO INC-IDS    OTT US          331.6         27.5       (3.5)
OTELCO INC-IDS    OTT-U CN        331.6         27.5       (3.5)
PALM INC          PALM US       1,007.2        141.7       (6.2)
PDL BIOPHARMA IN  PDLI US         257.5         26.1     (304.5)
PETROALGAE INC    PALG US           5.9         (8.2)     (51.6)
PLAYBOY ENTERP-A  PLA/A US        165.8        (16.9)     (54.4)
PLAYBOY ENTERP-B  PLA US          165.8        (16.9)     (54.4)
POWERWAVE TECH    PWAV US         408.5        185.7       (4.8)
PRIMEDIA INC      PRM US          215.5         (5.8)     (97.8)
PRIMO WATER CORP  PRMW US          29.0        (29.4)      (9.6)
PROTECTION ONE    PONE US         562.9         (7.6)     (61.8)
QUALITY DISTRIBU  QLTY US         284.3         26.9     (132.9)
QUEPASA CORP      QPSA US           3.4          2.0       (3.3)
QWEST COMMUNICAT  Q US         18,959.0     (1,163.0)  (1,425.0)
REGAL ENTERTAI-A  RGC US        2,670.3        114.1     (267.3)
RENAISSANCE LEA   RLRN US          53.8        (38.5)     (35.1)
REVLON INC-A      REV US          794.8         86.9     (991.8)
RIGNET INC        RNET US          93.2          9.5      (11.6)
RSC HOLDINGS INC  RRR US        2,736.4       (175.7)     (37.5)
RURAL/METRO CORP  RURL US         293.7         46.4      (95.1)
SALLY BEAUTY HOL  SBH US        1,589.4        387.1     (460.3)
SINCLAIR BROAD-A  SBGI US       1,536.2         37.8     (156.0)
SINCLAIR BROAD-A  SBTA GR       1,536.2         37.8     (156.0)
SMART TECHNOL-A   SMA CN          559.1        201.9      (63.2)
SMART TECHNOL-A   SMT US          559.1        201.9      (63.2)
STEREOTAXIS INC   STXS US          47.5         (6.2)      (5.3)
SUN COMMUNITIES   SUI US        1,164.1          -       (131.0)
SWIFT TRANSPORTA  SWFT US       2,577.9        237.4      (83.2)
SYNERGY PHARMACE  SGYP US           2.7         (2.3)      (1.8)
TAUBMAN CENTERS   TCO US        2,529.7          -       (541.1)
TEAM HEALTH HOLD  TMH US          886.9          4.7      (18.2)
THERAVANCE        THRX US         212.6        161.1     (141.1)
UAN CULTURAL & C  GHBAU US          1.0         (0.4)      (0.2)
UNISYS CORP       UIS US        2,840.1        472.1   (1,034.2)
UNITED CONTINENT  UAL US            -       (1,186.0)  (2,206.0)
UNITED RENTALS    URI US        3,744.0        188.0      (15.0)
VECTOR GROUP LTD  VGR US          859.0        245.3      (37.7)
VENOCO INC        VQ US           766.2         20.4      (94.8)
VIRGIN MOBILE-A   VM US           307.4       (138.3)    (244.2)
VONAGE HOLDINGS   VG US           362.4         (0.1)    (111.4)
WARNER MUSIC GRO  WMG US        3,779.0       (592.0)    (211.0)
WEIGHT WATCHERS   WTW US        1,103.1       (377.9)    (708.2)
WORLD COLOR PRES  WC CN         2,641.5        479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US      2,641.5        479.2   (1,735.9)
WORLD COLOR PRES  WC/U CN       2,641.5        479.2   (1,735.9)
WR GRACE & CO     GRA US        4,209.6      1,333.7     (175.1)
YRC WORLDWIDE IN  YRCW US       2,673.1       (288.2)    (121.7)
ZOGENIX INC       ZGNX US          55.0         (0.9)     (34.5)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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